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Constitutional Documents

 

CONSTITUTION

of

Greener Orkney [SCIO]

CONTENTS

GENERAL type of organisation, Scottish principal

office, name, purposes, powers, liability,

general structure

clauses 1 - 10

MEMBERS qualifications for membership,

application, subscription, register of

members, withdrawal, transfer, reregistration,

expulsion, termination

clauses 11 - 27

DECISION-MAKING BY

THE MEMBERS

members’ meetings, power to request

members’ meeting, notice, procedure at

members’ meetings, voting at members’

meetings, written resolutions, minutes

clauses 28 -

54

BOARD (CHARITY

TRUSTEES)

number, eligibility, election/ retiral/reelection,

termination of office, register of

charity trustees, office bearers, powers,

general duties, code of conduct

clauses 55 -

84

DECISION-MAKING BY

THE CHARITY

TRUSTEES

notice, procedure at board meetings,

minutes

clauses 85 -

100

ADMINISTRATION sub-committees, operation of accounts,

accounting records and annual accounts

clauses 101 -

109

MISCELLANEOUS winding up, alterations to the

constitution, interpretation

clauses 110 -

115

GENERAL

Type of organisation

1. The organisation will, upon registration, be a Scottish Charitable Incorporated

Organisation (SCIO).

Scottish principal office

2. The principal office of the organisation will be in Scotland (and must remain in

Scotland).

Name

3. The name of the organisation is “Greener Orkney [SCIO]”.

Purposes

4. The organisation’s purposes are:

4.1. The advancement of environmental protection by reducing Orkney’s carbon footprint

and raising awareness of climate change among the community.

4.2. The advancement of education by presenting workshops, lectures and lessons on a

range of environmental matters to improve the community’s knowledge of climate

change and how they can make a difference.

Powers

5. The organisation has power to do anything which is calculated to further its purposes

or is conducive or incidental to doing so.

6. No part of the income or property of the organisation may be paid or transferred

(directly or indirectly) to the members - either in the course of the organisation’s

existence or on dissolution - except where this is done in direct furtherance of the

organisation’s charitable purposes.

Liability of members

7. The members of the organisation have no liability to pay any sums to help to meet

the debts (or other liabilities) of the organisation if it is wound up; accordingly, if the

organisation is unable to meet its debts, the members will not be held responsible.

8. The members and charity trustees have certain legal duties under the Charities and

Trustee Investment (Scotland) Act 2005; and clause 7 does not exclude (or limit) any

personal liabilities they might incur if they are in breach of those duties or in breach

of other legal obligations or duties that apply to them personally.

General structure

9. The structure of the organisation consists of:-

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9.1. the MEMBERS - who have the right to attend members' meetings (including

any Annual General Meeting) and have important powers under the

constitution; in particular, the members appoint people to serve on the board

and take decisions on changes to the constitution itself;

9.2. the BOARD - who hold regular meetings, and generally control the activities

of the organisation; for example, the board is responsible for monitoring and

controlling the financial position of the organisation.

10. The people serving on the board are referred to in this constitution as CHARITY

TRUSTEES.

MEMBERS

Qualifications for membership

11. Membership is open to any individual aged 16 or over living in Orkney, or any

organisation located in Orkney which has an interest in the work of the Group.

12. Employees of the organisation are not eligible for membership.

Application for membership

13. Any person, or group, who wishes to become a member must sign a written

application for membership; the application will then be considered by the board at

its next board meeting.

14. The board may, at its discretion, refuse to admit any person, or group, to

membership.

15. The board must notify each applicant promptly (in writing or by e-mail) of its decision

on whether or not to admit them to membership.

16. Organisations wishing to become members, and whose membership has been

approved by the Board, can appoint one representative to attend Members’

Meetings.

Membership subscription

17. No membership subscription will be payable.

Register of members

18. The board must keep a register of members, setting out

18.1. for each current member:

18.1.1.their full name and address; and

18.1.2.the date on which they were registered as a member of the

organisation;

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18.2. for each former member - for at least six years from the date on which they

ceased to be a member:

18.2.1.their name; and

18.2.2.the date on which they ceased to be a member.

19. The board must ensure that the register of members is updated within 28 days of

any change:

19.1. which arises from a resolution of the board or a resolution passed by the

members of the organisation; or

19.2. which is notified to the organisation.

20. If a member or charity trustee of the organisation requests a copy of the register of

members, the board must ensure that a copy is supplied to them within 28 days,

providing the request is reasonable; if the request is made by a member (rather than

a charity trustee), the board may provide a copy which has the addresses blanked

out.

Withdrawal from membership

21. Any person who wants to withdraw from membership must give a written notice of

withdrawal to the organisation, signed by them; they will cease to be a member as

from the time when the notice is received by the organisation.

Transfer of membership

22. Membership of the organisation may not be transferred by a member.

Re-registration of members

23. The board may, at any time, issue notices to the members requiring them to confirm

that they wish to remain as members of the organisation, and allowing them a period

of 28 days (running from the date of issue of the notice) to provide that confirmation

to the board.

24. If a member fails to provide confirmation to the board (in writing or by e-mail) that

they wish to remain as a member of the organisation before the expiry of the 28-day

period referred to in clause 23, the board may expel them from membership.

25. A notice under clause 23 will not be valid unless it refers specifically to the

consequences (under clause 24) of failing to provide confirmation within the 28-day

period.

Expulsion from membership

26. Any person may be expelled from membership by way of a resolution passed by not

less than two thirds of those present and voting at a members' meeting, providing the

following procedures have been observed:-

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26.1. at least 21 days’ notice of the intention to propose the resolution must be

given to the member concerned, specifying the grounds for the proposed

expulsion;

26.2. the member concerned will be entitled to be heard on the resolution at the

members' meeting at which the resolution is proposed.

Termination

27. Membership of the organisation will terminate on death.

DECISION-MAKING BY THE MEMBERS

Members’ meetings

28. The board must arrange a meeting of members (an annual general meeting or

"AGM") in each calendar year.

29. The gap between one AGM and the next must not be longer than 15 months.

30. Notwithstanding clause 28, an AGM does not need to be held during the calendar

year in which the organisation is formed; but the first AGM must still be held within 15

months of the date on which the organisation is formed.

31. The business of each AGM must include:-

31.1. a report by the chair on the activities of the organisation;

31.2. consideration of the annual accounts of the organisation;

31.3. the election/re-election of charity trustees, as referred to in clauses 60 to 63.

32. The board may arrange a special members' meeting at any time.

Power to request the board to arrange a special members’ meeting

33. The board must arrange a special members’ meeting if they are requested to do so

by a notice (which may take the form of two or more documents in the same terms,

each signed by one or more members) by members who amount to 5% or more of

the total membership of the organisation at the time, providing:

33.1. the notice states the purposes for which the meeting is to be held; and

33.2. those purposes are not inconsistent with the terms of this constitution, the

Charities and Trustee (Investment) Scotland Act 2005 or any other statutory

provision.

34. If the board receive a notice under clause 33, the date for the meeting which they

arrange in accordance with the notice must not be later than 28 days from the date

on which they received the notice.

Notice of members’ meetings

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35. At least 14 clear days’ notice must be given of any AGM or any special members'

meeting.

36. The notice calling a members' meeting must specify in general terms what business

is to be dealt with at the meeting; and

36.1. in the case of a resolution to alter the constitution, must set out the exact

terms of the proposed alteration(s); or

36.2. in the case of any other resolution falling within clause 46 (requirement for

two-thirds majority) must set out the exact terms of the resolution.

37. The reference to “clear days” in clause 34 shall be taken to mean that, in calculating

the period of notice,

37.1. the day after the notices are posted (or sent by e-mail) should be excluded;

and

37.2. the day of the meeting itself should also be excluded.

38. Notice of every members' meeting must be given to all the members of the

organisation, and to all the charity trustees; but the accidental omission to give notice

to one or more members will not invalidate the proceedings at the meeting.

39. Any notice which requires to be given to a member under this constitution must be: -

39.1. sent by post to the member, at the address last notified by them to the

organisation; or

39.2. sent by e-mail to the member, at the e-mail address last notified by them to

the organisation.

Procedure at members’ meetings

40. No valid decisions can be taken at any members' meeting unless a quorum is

present.

41. The quorum for a members' meeting is 7 members, present in person.

42. If a quorum is not present within 15 minutes after the time at which a members'

meeting was due to start - or if a quorum ceases to be present during a members'

meeting - the meeting cannot proceed; and fresh notices of meeting will require to be

sent out, to deal with the business (or remaining business) which was intended to be

conducted.

43. The chair of the organisation should act as chairperson of each members' meeting.

44. If the chair of the organisation is not present within 15 minutes after the time at which

the meeting was due to start (or is not willing to act as chairperson), the charity

trustees present at the meeting must elect (from among themselves) the person who

will act as chairperson of that meeting.

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Voting at members’ meetings

45. Every member has one vote, which must be given personally.

46. All decisions at members' meetings will be made by majority vote - with the

exception of the types of resolution listed in clause 47.

47. The following resolutions will be valid only if passed by not less than two thirds of

those voting on the resolution at a members’ meeting (or if passed by way of a

written resolution under clause 51):

47.1. a resolution amending the constitution;

47.2. a resolution expelling a person from membership under clause 26;

47.3. a resolution directing the board to take any particular step (or directing the

board not to take any particular step);

47.4. a resolution approving the amalgamation of the organisation with another

SCIO (or approving the constitution of the new SCIO to be constituted as the

successor pursuant to that amalgamation);

47.5. a resolution to the effect that all of the organisation’s property, rights and

liabilities should be transferred to another SCIO (or agreeing to the transfer

from another SCIO of all of its property, rights and liabilities);

47.6. a resolution for the winding up or dissolution of the organisation.

48. If there is an equal number of votes for and against any resolution, the chairperson

of the meeting will be entitled to a second (casting) vote.

49. A resolution put to the vote at a members' meeting will be decided on a show of

hands - unless the chairperson (or at least two other members present at the

meeting) ask for a secret ballot.

50. The chairperson will decide how any secret ballot is to be conducted, and they will

declare the result of the ballot at the meeting.

Written resolutions by members

51. A resolution agreed to in writing (or by e-mail) by all the members will be as valid as

if it had been passed at a members’ meeting; the date of the resolution will be taken

to be the date on which the last member agreed to it.

Minutes

52. The board must ensure that proper minutes are kept in relation to all members'

meetings.

53. Minutes of members' meetings must include the names of those present; and (so far

as possible) should be signed by the chairperson of the meeting.

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54. The board shall make available copies of the minutes referred to in clause 52 to any

member of the public requesting them; but on the basis that the board may exclude

confidential material to the extent permitted under clause 100.

BOARD

Number of charity trustees

55. The maximum number of charity trustees is 15; out of that:

55.1.no more than 12 shall be charity trustees who were elected/appointed under

clauses 60 and 61 (or deemed to have been appointed under clause 59); and

55.2.no more than 3 shall be charity trustees who were co-opted under the

provisions of clauses 64 and 65.

56. The minimum number of charity trustees is 8.

Eligibility

57. A person shall not be eligible for election/appointment to the board under clauses 59

to 62 unless they are a member of the organisation; a person appointed to the board

under clause 64 need not, however, be a member of the organisation.

58. A person will not be eligible for election or appointment to the board if they are: -

58.1. disqualified from being a charity trustee under the Charities and Trustee

Investment (Scotland) Act 2005; or

58.2. an employee of the organisation.

Initial charity trustees

59. The individuals who signed the charity trustee declaration forms which accompanied

the application for incorporation of the organisation shall be deemed to have been

appointed by the members as charity trustees with effect from the date of

incorporation of the organisation.

Election, retiral, re-election

60. At each AGM, the members may elect any member (unless they are debarred from

membership under clause 58) to be a charity trustee.

61. The board may at any time appoint any member (unless they are debarred from

membership under clause 58) to be a charity trustee.

62. At each AGM, all of the charity trustees elected/appointed under clauses 60 and 61

(and, in the case of the first AGM, those deemed to have been appointed under

clause 59) shall retire from office – but shall then be eligible for re-election under

clause 60.

63. A charity trustee retiring at an AGM will be deemed to have been re-elected unless: -

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63.1. they advise the board prior to the conclusion of the AGM that they do not wish

to be re-appointed as a charity trustee; or

63.2. an election process was held at the AGM and they were not among those

elected/re-elected through that process; or

63.3. a resolution for the re-election of that charity trustee was put to the AGM and

was not carried.

Appointment/re-appointment of co-opted charity trustees

64. In addition to their powers under clause 61, the board may at any time appoint any

non-member of the organisation to be a charity trustee (subject to clause 55, and

providing they are not debarred from membership under clause 58) either on the

basis that they have been nominated by a body with which the organisation has

close contact in the course of its activities or on the basis that they have specialist

experience and/or skills which could be of assistance to the board.

65. At each AGM, all of the charity trustees appointed under clause 64 shall retire from

office – but shall then be eligible for re-appointment under that clause.

Termination of office

66. A charity trustee will automatically cease to hold office if: -

66.1. they become disqualified from being a charity trustee under the Charities and

Trustee Investment (Scotland) Act 2005;

66.2. they become incapable for medical reasons of carrying out their duties as a

charity trustee - but only if that has continued (or is expected to continue) for a

period of more than six months;

66.3. (in the case of a charity trustee elected/appointed under clauses 59 to 63 they

cease to be a member of the organisation;

66.4. they become an employee of the organisation;

66.5. they give the organisation a notice of resignation, signed by them;

66.6. they are absent (without good reason, in the opinion of the board) from more

than three consecutive meetings of the board - but only if the board resolves

to remove them from office;

66.7. they are removed from office by resolution of the board on the grounds that

they are considered to have committed a material breach of the code of

conduct for charity trustees (as referred to in clause 83);

66.8. they are removed from office by resolution of the board on the grounds that

they are considered to have been in serious or persistent breach of their

duties under section 66(1) or (2) of the Charities and Trustee Investment

(Scotland) Act 2005; or

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66.9. they are removed from office by a resolution of the members passed at a

members’ meeting.

67. A resolution under paragraph 66.7, 66.8 or 66.9 shall be valid only if: -

67.1. the charity trustee who is the subject of the resolution is given reasonable

prior written notice of the grounds upon which the resolution for their removal

is to be proposed;

67.2. the charity trustee concerned is given the opportunity to address the meeting

at which the resolution is proposed, prior to the resolution being put to the

vote; and

67.3. (in the case of a resolution under paragraph 66.7 or 66.8) at least two thirds

(to the nearest round number) of the charity trustees then in office vote in

favour of the resolution.

Register of charity trustees

68. The board must keep a register of charity trustees, setting out

68.1. for each current charity trustee:

68.1.1.their full name and address;

68.1.2.the date on which they were appointed as a charity trustee; and

68.1.3.any office held by them in the organisation;

68.2. for each former charity trustee - for at least 6 years from the date on which

they ceased to be a charity trustee:

68.2.1.the name of the charity trustee;

68.2.2.any office held by them in the organisation; and

68.2.3.the date on which they ceased to be a charity trustee.

69. The board must ensure that the register of charity trustees is updated within 28 days

of any change:

69.1. which arises from a resolution of the board or a resolution passed by the

members of the organisation; or

69.2. which is notified to the organisation.

70. If any person requests a copy of the register of charity trustees, the board must

ensure that a copy is supplied to them within 28 days, providing the request is

reasonable; if the request is made by a person who is not a charity trustee of the

organisation, the board may provide a copy which has the addresses blanked out - if

the SCIO is satisfied that including that information is likely to jeopardise the safety

or security of any person or premises.

Office-bearers

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71. The charity trustees must elect (from among themselves) a chair, a treasurer and a

secretary.

72. In addition to the office-bearers required under clause 71, the charity trustees may

elect (from among themselves) further office-bearers if they consider that

appropriate.

73. All of the office-bearers will cease to hold office at the conclusion of each AGM, but

may then be re-elected under clause 71 or 72.

74. A person elected to any office will automatically cease to hold that office: -

74.1. if they cease to be a charity trustee; or

74.2. if they give to the organisation a notice of resignation from that office, signed

by them.

Powers of board

75. Except where this constitution states otherwise, the organisation (and its assets and

operations) will be managed by the board; and the board may exercise all the

powers of the organisation.

76. A meeting of the board at which a quorum is present may exercise all powers

exercisable by the board.

77. The members may, by way of a resolution passed in compliance with clause 47

(requirement for two-thirds majority), direct the board to take any particular step or

direct the board not to take any particular step; and the board shall give effect to any

such direction accordingly.

Charity trustees - general duties

78. Each of the charity trustees has a duty, in exercising functions as a charity trustee, to

act in the interests of the organisation; and, in particular, must:-

78.1. seek, in good faith, to ensure that the organisation acts in a manner which is

in accordance with its purposes;

78.2. act with the care and diligence which it is reasonable to expect of a person

who is managing the affairs of another person;

78.3. in circumstances giving rise to the possibility of a conflict of interest between

the organisation and any other party:

78.3.1.put the interests of the organisation before that of the other party;

78.3.2.where any other duty prevents them from doing so, disclose the

conflicting interest to the organisation and refrain from participating in

any deliberation or decision of the other charity trustees with regard to

the matter in question;

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78.4. ensure that the organisation complies with any direction, requirement, notice

or duty imposed under or by virtue of the Charities and Trustee Investment

(Scotland) Act 2005.

79. In addition to the duties outlined in clause 78, all of the charity trustees must take

such steps as are reasonably practicable for the purpose of ensuring: -

79.1. that any breach of any of those duties by a charity trustee is corrected by the

charity trustee concerned and not repeated; and

79.2. that any trustee who has been in serious and persistent breach of those

duties is removed as a trustee.

80. Provided they have declared their interest - and have not voted on the question of

whether or not the organisation should enter into the arrangement - a charity trustee

will not be debarred from entering into an arrangement with the organisation in which

they have a personal interest; and (subject to clause 81 and to the provisions relating

to remuneration for services contained in the Charities and Trustee Investment

(Scotland) Act 2005), they may retain any personal benefit which arises from that

arrangement.

81. No charity trustee may serve as an employee (full time or part time) of the

organisation; and no charity trustee may be given any remuneration by the

organisation for carrying out their duties as a charity trustee.

82. The charity trustees may be paid all travelling and other expenses reasonably

incurred by them in connection with carrying out their duties; this may include

expenses relating to their attendance at meetings.

Code of conduct for charity trustees

83. Each of the charity trustees shall comply with the code of conduct (incorporating

detailed rules on conflict of interest) prescribed by the board from time to time.

84. The code of conduct referred to in clause 83 shall be supplemental to the provisions

relating to the conduct of charity trustees contained in this constitution and the duties

imposed on charity trustees under the Charities and Trustee Investment (Scotland)

Act 2005; and all relevant provisions of this constitution shall be interpreted and

applied in accordance with the provisions of the code of conduct in force from time to

time

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DECISION-MAKING BY THE CHARITY TRUSTEES

Notice of board meetings

85. Any charity trustee may call a meeting of the board or ask the secretary to call a

meeting of the board.

86. At least 7 days' notice must be given of each board meeting, unless (in the opinion of

the person calling the meeting) there is a degree of urgency which makes that

inappropriate.

Procedure at board meetings

87. No valid decisions can be taken at a board meeting unless a quorum is present; the

quorum for board meetings is 5 charity trustees, present in person.

88. If at any time the number of charity trustees in office falls below the number stated as

the quorum in clause 87, the remaining charity trustee(s) will have power to fill the

vacancies or call a members' meeting - but will not be able to take any other valid

decisions.

89. The chair of the organisation should act as chairperson of each board meeting.

90. If the chair is not present within 15 minutes after the time at which the meeting was

due to start (or is not willing to act as chairperson), the charity trustees present at the

meeting must elect (from among themselves) the person who will act as chairperson

of that meeting.

91. Every charity trustee has one vote, which must be given personally.

92. All decisions at board meetings will be made by majority vote.

93. If there is an equal number of votes for and against any resolution, the chairperson

of the meeting will be entitled to a second (casting) vote.

94. The board may, at its discretion, allow any person to attend and speak at a board

meeting notwithstanding that they are not a charity trustee - but on the basis that

they must not participate in decision-making.

95. A charity trustee must not vote at a board meeting (or at a meeting of a subcommittee)

on any resolution which relates to a matter in which they have a personal

interest or duty which conflicts (or may conflict) with the interests of the organisation;

they must withdraw from the meeting while an item of that nature is being dealt with.

96. For the purposes of clause 95: -

96.1. an interest held by an individual who is “connected” with the charity trustee

under section 68(2) of the Charities and Trustee Investment (Scotland) Act

2005 (husband/wife, partner, child, parent, brother/sister etc) shall be deemed

to be held by that charity trustee;

96.2. a charity trustee will be deemed to have a personal interest in relation to a

particular matter if a body in relation to which they are an employee, director,

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member of the management committee, officer or elected representative has

an interest in that matter.

Minutes

97. The board must ensure that proper minutes are kept in relation to all board meetings

and meetings of sub-committees.

98. The minutes to be kept under clause 97 must include the names of those present;

and (so far as possible) should be signed by the chairperson of the meeting.

99. The board shall (subject to clause 100) make available copies of the minutes

referred to in clause 97 to any member of the public requesting them.

100. The board may exclude from any copy minutes made available to a member of the

public under clause 99 any material which the board considers ought properly to be

kept confidential - on the grounds that allowing access to such material could cause

significant prejudice to the interests of the organisation or on the basis that the

material contains reference to employee or other matters which it would be

inappropriate to divulge.

ADMINISTRATION

Delegation to sub-committees

101. The board may delegate any of their powers to sub-committees; a sub-committee

must include at least one charity trustee, but other members of a sub-committee

need not be charity trustees.

102. The board may also delegate to the chair of the organisation (or the holder of any

other post) such of their powers as they may consider appropriate.

103. When delegating powers under clause 101 or 102, the board must set out

appropriate conditions (which must include an obligation to report regularly to the

board).

104. Any delegation of powers under clause 101 or 102 may be revoked or altered by the

board at any time.

105. The rules of procedure for each sub-committee, and the provisions relating to

membership of each sub-committee, shall be set by the board.

Operation of accounts

106. Subject to clause 107, the signatures of two out of three signatories appointed by the

board will be required in relation to all operations (other than the lodging of funds) on

the bank and building society accounts held by the organisation; at least one out of

the two signatures must be the signature of a charity trustee.

107. Where the organisation uses electronic facilities for the operation of any bank or

building society account, the authorisations required for operations on that account

must be consistent with the approach reflected in clause 106.

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Accounting records and annual accounts

108. The board must ensure that proper accounting records are kept, in accordance with

all applicable statutory requirements.

109. The board must prepare annual accounts, complying with all relevant statutory

requirements; if an audit is required under any statutory provisions (or if the board

consider that an audit would be appropriate for some other reason), the board should

ensure that an audit of the accounts is carried out by a qualified auditor.

MISCELLANEOUS

Winding-up

110. If the organisation is to be wound up or dissolved, the winding-up or dissolution

process will be carried out in accordance with the procedures set out under the

Charities and Trustee Investment (Scotland) Act 2005.

111. Any surplus assets available to the organisation immediately preceding its winding

up or dissolution must be used for purposes which are the same as - or which

closely resemble - the purposes of the organisation as set out in this constitution.

Alterations to the constitution

112. This constitution may (subject to clause 113) be altered by resolution of the

members passed at a members’ meeting (subject to achieving the two thirds majority

referred to in clause 47) or by way of a written resolution of the members.

113. The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain

steps (eg change of name, an alteration to the purposes, amalgamation, winding-up)

without the consent of the Office of the Scottish Charity Regulator (OSCR).

Interpretation

114. References in this constitution to the Charities and Trustee Investment (Scotland) Act

2005 should be taken to include: -

114.1. any statutory provision which adds to, modifies or replaces that Act; and

114.2. any statutory instrument issued in pursuance of that Act or in pursuance of

any statutory provision falling under paragraph 113.1 above.

115. In this constitution: -

115.1. “charity” means a body which is either a “Scottish charity” within the meaning

of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a

“charity” within the meaning of section 1 of the Charities Act 2011, providing

(in either case) that its objects are limited to charitable purposes;

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115.2. “charitable purpose” means a charitable purpose under section 7 of the

Charities and Trustee Investment (Scotland) Act 2005 which is also regarded

as a charitable purpose in relation to the application of the Taxes Acts.

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