GENERAL


Type of organisation
1 The organisation will, upon registration, be A Scottish Charitable Incorporated Institution (SCIO) Registration Number SCO 50641.

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 The Aberfeldy Sports Club

Purposes, Area of Benefit & Beneficiaries
4 The organisation is established for charitable purposes only, and in particular, the objects are:
4.1 The advancement of public participation in sport and the provision of recreational facilities.
This will be achieved through:
4.1.1 The provision of shared clubhouse, changing room and car parking facilities for use by amateur sports clubs, societies and associations. 

4.1.2 The advancement of physical, social and mental wellbeing within the community through participation in sporting activities, regardless of a person’s age, disability, gender, reassignment status, sex, marital or civil partnership status, pregnancy, or maternity, race, sexual orientation, religion, socio-economic status or any other background.
4.2 The area from which sports clubs, societies and associations, that are entitled to use the organisation’s facilities, will be drawn (in this constitution referred to as the ‘Area of Benefit’) shall be Aberfeldy and the surrounding area commonly referred to as Highland Perthshire.
4.3 The sports clubs, societies and associations that are entitled to use the organisation’s facilities will be referred to as the Participating Clubs. The Aberfeldy Rugby Football Club and Aberfeldy Golf Club shall be the Initial Participating Clubs.
4.4 The organisation shall promote its activities to sports clubs, societies and associations within the ‘Area of Benefit’. Such sports clubs, societies and associations may apply to the Trustees to become Participating Clubs and the Trustees will have the power to approve or decline their acceptance as Participating Clubs. The members of these sports clubs, societies and associations will be referred to as the organisation’s ‘Beneficiaries’.
4.5 The Initial Participating Clubs will contribute assets and financial resources sufficient for the organisation to fulfil its Charitable Purposes. It will be at the discretion of the Charity Trustees to ask sports clubs, societies and associations whether or not a financial contribution is required as a condition of their acceptance as Participating Clubs entitled to use the facilities.
4.6 The initial Beneficiaries at the time of incorporation will be members of the Initial Participating Clubs.
4.7 Any sports club, society or association that is not a Participating Club may be permitted to utilise the assets of the organisation. The granting of such permission will be at the sole discretion of the Charity Trustees.

Powers
5. The organisation has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so, as stated in Section 50 (5) of the Charities and Trustee Investment (Scotland) Act 2005. 


6. No part of the income or property of the organisation may be paid or transferred (directly or indirectly) to the members/Charity Trustees – 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. 


General structure
7. The structure of the organisation consists of the CHARITY TRUSTEES who are also the organisation’s only members and comprise the organisation’s BOARD.
Liability of Charity Trustees (members)

8.   The Charity Trustees (the only 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 Charity Trustees will not be held responsible. 


9.   The Charity Trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and clause 8 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. 


BOARD


Qualifications for Charity Trusteeship

10. Charity Trusteeship is open to;
10.1 any person aged 18 or over; and/or
10.2 any individual who has been nominated for membership by an unincorporated organisation; and/or
10.3 any corporate body that subscribes to the purposes of the organisation and wishes to see them fulfilled.
Application for Charity Trusteeship
11   Any person, nominated individual or body who/which wishes to become a Charity Trustee must sign a written application for Charity Trusteeship; and for a corporate body, that application must be signed by an appropriately authorised officer of that body who will remain as the representative of that corporate body until such time as the corporate body informs the Board otherwise. 

12   The application will then be considered by the Board at its next Board meeting. 

13   The Board may, at its discretion, refuse to admit any person, nominated individual or corporate body, or veto the proposed authorised officer acting as a representative of a corporate body, to Charity Trusteeship. 

14   The Board must notify each applicant promptly (in writing, which includes by e-mail) of its decision on whether or not to admit him/her/it to Charity Trusteeship. 


Subscription to the SCIO

15 No subscriptions will be payable.

Number of Charity Trustees
16   The maximum number of Charity Trustees is 9 [nine persons]. 


17   The minimum number of Charity Trustees is 4 [four persons]. For so long as they remain Participating Clubs, each of the Initial Participating Clubs will have the right to appoint up to 3 of the Charity Trustees and will have the right to veto the appointment of any Independent Trustee.
For the purpose of this clause, an Independent Trustee is a Trustee that has not been nominated for appointment by either of the Initial Participating Clubs.
Eligibility

18 A person will not be eligible for election or appointment to the Board if he/she: –
18.1 is disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or 

18.2  has entered into a full time or part time employment contract with the organisation, with the exception of employment as described in clauses 40 and 41. 


Initial Charity Trustees
19 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 as Charity Trustees with effect from the date of incorporation of the organisation and its entry on the Scottish Charity Register.
19.1 The initial Charity Trustees shall include 3 Members appointed by each of the Initial Participating Clubs.
19.2 In addition to the six Charity Trustees appointed by the Initial Participating Clubs in accordance with Clause 19.1, a Chairman will be appointed as a Charity Trustee in accordance with Clause 31.1

Annual General Meeting
20   The Board must arrange a meeting of the Charity Trustees (an annual general meeting or “AGM”) in each calendar year, reporting on the immediately preceding financial year of the organisation. 


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


22   Notwithstanding clause 20, 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 incorporated and entered on the Scottish charity Register. 


23 The business of each AGM must include:-
23.1   a report by the Chairman on the activities of the organisation; 

23.2   consideration of the annual statement of account of the organisation, as prepared under Section 44 of the Charities and Trustee Investment (Scotland) Act 2005; 

23.3   the election/re-election of Charity Trustees, as referred to in clauses 25 and 26. 


24 In addition to the AGM the Board may decide to hold one or more further public meetings per year.

Election, retiral, re-election
25 At each AGM, all of the charity trustees must retire from office – but may then be re-elected under clause 26

26. A charity trustee retiring at an AGM will be deemed to have been re-elected unless: –
26.1   he/she/it advises the Board prior to the conclusion of the AGM that he/she/it does not wish to be re-appointed as a charity trustee; or 

26.2 an election process was held at the AGM and he/she/it was not among those elected/re-elected through that process; or 

26.3  a resolution under sub-clauses 27.5, 27.6, 27.7, 27.8 and 27.10 was put to the AGM and was carried. 


Termination of office

27 A Charity Trustee will automatically cease to hold office if: –
27.1 he/she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or 

27.2   he/she becomes incapable for medical reasons of carrying out his/her duties as a charity trustee – but only if that has continued (or is expected to continue) for a period of more than six months; or 

27.3   he/she enters into a full time or part time employment contract with the organisation, with the exception of employment as described in clauses 40 and 41; or 

27.4   he/she/it gives the organisation a notice of resignation, signed by him/her/its authorised representative; or 

27.5   he/she/it is 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 him/her/it from office; or 

27.6   he/she/it is removed from office by resolution of the Board on the grounds that he/she/it is considered to have committed a material breach of the code of conduct for Charity Trustees (as referred to in clauses 44 and 45); or 

27.7   he/she/it is removed from office by resolution of the board on the grounds that he/she/it is considered to have been in serious or persistent breach of his/her/its duties under section 66(1) or (2) of the Charities and Trustee Investment (Scotland) Act 2005; or 

27.8 with the exception of the Chairman, he/she/it has ceased to be a member of a Participating Club; or
27.9 he/she/it was appointed by a Participating Club that has subsequently ceased to be a Participating Club
27.10  he/she/it is removed from office for any other reason by resolution of the Board. 


28 A resolution under sub-clauses 27.5, 27.6, 27.7, 27.10 shall be valid only if: –
28.1   the Charity Trustee who is the subject of the resolution is given 14 days written notice of the grounds upon which the resolution for his/her/its removal is to be proposed; 

28.2   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 

28.3   at least two thirds (to the nearest round number) of the Charity Trustees vote in favour of the resolution as set out in clause 68. 


Register of Charity Trustees
29 The Board must keep a register of Charity Trustees, setting out
29.1   for each current Charity Trustee:
29.1.1  his/her/its full name and address; and 

29.1.2 the date on which he/she/it was appointed as a Charity Trustee; 
 and 

29.1.3  any office held by him/her/it in the organisation; and
29.2 for each former Charity Trustee – for at least 6 years from the date on which he/she/it ceased to be a Charity Trustee: 

29.2.1 the name of the Charity Trustee; and

29.2.2 any office held by him/her/it in the organisation; and

29.2.3 the date on which he/she/it ceased to be a Charity Trustee. 


30 The Board must ensure that the register of Charity Trustees is updated within 28 days of any change:
30.1   which arises from a resolution of the Board; or 

30.2   which is notified to the organisation. 

30.3 If any person requests a copy of the register of charity trustees, the Board must ensure that a copy is supplied to him/her 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. The SCIO may, if it is satisfied that including the names of any or all of the charity trustees is likely to jeopardise the safety or security of any person or premises, remove the name(s). Such a decision must be taken on a case by case basis, justified and minuted at a meeting of the Board of charity trustees.

Office-bearers
31   The Charity Trustees must elect (from among themselves) a Chairman, a Treasurer and a Secretary.
31.1 Prior to the first AGM the Charity Trustees appointed by the Initial Participating Clubs will reach agreement on an individual person to be appointed as a Chairman and Charity Trustee.
31.2 At each AGM, and for so long as the Initial Participating Clubs remain Participating Clubs, in addition to the six Charity Trustees appointed by the Initial Participating Clubs in accordance with Clause 19.1, the Charity Trustees appointed by the Initial Participating Clubs will reach agreement on an individual person to be appointed as a Chairman and Charity Trustee.

32   In addition to the office-bearers required under clause 31, the Charity Trustees may elect (from among themselves) further office-bearers if they consider that appropriate. 


33   All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected at the first Board meeting after the AGM, under clauses 31 and 32. 


34   A person/nominated individual/corporate body elected to any office will automatically cease to hold that office: –
34.1 if he/she/it ceases to be a charity trustee; and/or 

34.2 if he/she/it gives to the organisation a notice of resignation from that
office, signed by him/her/its authorised officer. 


Powers of Board
35   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. 


36   A meeting of the Board at which the appropriate quorum (as set out in clauses 54 and 55) is present may exercise all powers exercisable by the Board.

Charity Trustees – general duties & remuneration
37 Each of the Charity Trustees has a duty, in exercising their functions as a Charity Trustee, to act in the interests of the organisation; and, in particular, must:-
37.1   seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes; and 

37.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person; and 

37.3 in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party:
37.3.1 put the interests of the organisation before that of the other party; or 

37.3.2 where any other duty prevents him/her 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; 

37.4 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.

38 In addition to the duties outlined in clause 37, all of the Charity Trustees must take such steps as are reasonably practicable for the purpose of ensuring: –
38.1 that any breach of any of those duties by a Charity Trustee is corrected by the Charity Trustee concerned and not repeated; and 

38.2 that any Charity Trustee who has been in serious and persistent breach of those duties is removed as a Charity Trustee as described in clause 27.7. 


39 Provided he/she/it has declared his/her/its interest – and has 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 he/she/it has a private interest; and (subject to clauses 37 and 38 and to the provisions relating to remuneration for services contained in Sections 67, 68 and 68A of the Charities and Trustee Investment (Scotland) Act 2005), he/she/it may retain any private benefit which arises from that arrangement.

40 No Charity Trustee may serve as an employee (having entered into a full time or part time contract) of the organisation with the only exception being as stated in clause 41. 


41   For the avoidance of doubt, it is permissible for a Charity Trustee to be employed as a temporary sessional worker, provided that:
41.1   such employment is explicitly authorised by the Board; and 

41.2   it is temporary; and 

41.3  it be in accordance with the rules laid down in clause 37. 


42 No Charity Trustee may be given any remuneration by the organisation for carrying out his/her/its duties as a Charity Trustee. 


43   The Charity Trustees will not be entitled to claim compensation for ‘out of pocket’ travelling and other expenses incurred by them in connection with carrying out their duties. 


Code of conduct for Charity Trustees
44   Each of the Charity Trustees shall comply with the code of conduct of the organisation (incorporating detailed rules on conflict(s) of interest) adopted by the Board. 

45   The code of conduct referred to in clause 44 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. All relevant provisions of this constitution shall be interpreted and applied in accordance with the provisions of the code of conduct which must be annually reviewed by the Board. 


DECISION-MAKING BY THE CHARITY TRUSTEES

Notice of meetings
46 Any Charity Trustee may call a meeting of the Board and/or ask the secretary to call a meeting of the Board.

47 At least 14 clear days’ notice must be given of the AGM, or of a Board meeting at which the business of the meeting includes consideration of any resolution. 


48   At least 7 clear days’ notice must be given for other Board meetings unless in the opinion of the Chairman there is a degree of urgency which makes that inappropriate. 


49   The notice calling an AGM or a Board meeting at which the business of the meeting includes consideration of any resolution, must specify in general terms what business is to be dealt with at the meeting; and 


50 in the case of any other resolution falling within clause 68 (requirement for two-thirds majority) the notice must set out the exact terms of the resolution.

51   The reference to “clear days” in clauses 47 and 48 shall be taken to mean that, in calculating the period of notice,
51.1   the day after the notices are posted (or sent by e-mail) should be excluded; and 

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


52   Notice of the AGM and Board meetings must be given to all the Charity Trustees; but the accidental omission to give notice to one or more Charity Trustees will not invalidate the proceedings at the meeting. 


53   Any notice which requires to be given to a Charity Trustee under this constitution must be: –
53.1 sent by post to the Charity Trustee, at the address last notified by him/her to the organisation and on the register of charity trustees as described in clause 29; and/or 

53.2 sent by e-mail to the Charity Trustee, at the e-mail address last notified by him/her to the organisation. It is the responsibility of each Charity Trustee to keep their personal email details up to date. 


Procedure at Board meetings
54   No valid decisions can be taken at a Board meeting unless a quorum is present; the quorum for Board meetings is 4 [four persons] Charity Trustees, present in person, except for Board meetings at which a resolution(s) is to be considered, as described in clause 68. 


55   If at any time the number of Charity Trustees in office falls below the number stated as the quorum in clause 54, the remaining Charity Trustee(s) will have power to fill the vacancies – but will not be able to take any other valid decisions. 


56   The Chairman of the organisation should act as Chairman of each Board meeting. 


57   If the Chairman is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as Chairman), the Charity Trustees present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting. 


58   Every Charity Trustee has one vote, which must be given personally except in the case of a vote with regard to a resolution under clause 64 and 65. 


59   All decisions at Board meetings will be made by majority vote. (For procedure on resolutions either at Board meetings or AGMs see clauses 64 – 72). 

If there are an equal number of votes for and against any decision, the Chairman or the chairperson of the meeting (in the circumstances described in clause 57) will be entitled to a second (casting) vote. 


61   The Board may, at its discretion, allow any person to attend and speak at a Board meeting notwithstanding that he/she is not a Charity Trustee – but on the basis that he/she must not participate in decision-making. The minute of that meeting must make the status of any such person clear for the avoidance of doubt as to their status. 


62   A Charity Trustee must not vote at a Board meeting (or at a meeting of a sub-committee) on any decision which relates to a matter in which he/she/it has a private interest or duty which conflicts (or may conflict) with the interests of the organisation; he/she/it must withdraw from the meeting while an item of that nature is being dealt with. 


63   For the purposes of clause 62: –
63.1   Any private 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 and their spouses etc) shall be deemed to be held by that Charity Trustee; and/or 

63.2 a Charity Trustee will be automatically deemed to have a private interest in relation to a particular matter, if a body in relation to which he/she is an employee, director, member of the management committee, charity trustee, officer or elected representative has an interest in that matter. 


Voting on Resolutions
64 Every Charity Trustee has one vote with regard to voting on resolutions, which (whether on a show of hands or on a secret ballot as described in clauses 70 and 71) may be given either personally, or by proxy given to a fellow Charity Trustee.

65   A member who wishes to appoint a fellow Charity Trustee as their proxy to vote on his/her/its behalf with regard to (and only with regard to) resolutions, must lodge with the Chairman or the chairperson of that meeting (in the circumstances described in clause 57), prior to the time when the meeting commences, a written proxy authorisation form, signed by him/her/its authorised representative. 


66   All decisions on resolutions will be made by majority vote – with the exception of the types of resolution listed in clause 68. 


67  The quorum for meetings (AGMs or Board meetings) at which a resolution(s) is to be considered is 4 [four persons]. For these meetings, and these meetings only, this quorum shall include proxies as described in clauses 64 and 65. 


68   The following resolutions will be valid only if passed by not less than two thirds of those voting (either in person or by proxy as described in clauses 64 and 65) on the resolution at an AGM or at a Board meeting (or if passed unanimously by way of a written resolution under clause 72) and will also be subject, (with the exception of clauses 68.2 and 68.3) to clause 87:
68.1   a resolution amending the constitution (including changing the name of the organisation); or 

68.2 a resolution expelling a person from Charity Trusteeship under clauses 27.5, 27.6, 27.7 or 27.8; or 

68.3 a resolution directing the Board to take any particular action (or directing the board not to take any particular action); or 

68.4 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); or 

68.5 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); or 

68.6  a resolution for the winding-up of the organisation. 


69   If there are an equal number of votes for and against any resolution, the Chairman or chairperson of the meeting (in the circumstances described in clause 57), will be entitled to a second (casting) vote. 


70   A resolution put to the vote at an AGM or Board meeting will be decided on a show of hands – unless the Chairman or chairperson of the meeting (or at least two other Charity Trustees present at the meeting, whether voting personally or as proxies), ask for a secret ballot. 


71 The Chairman or chairperson of the meeting will decide how any secret ballot is to be conducted, and he/she will declare the result of the ballot at the meeting.

Written resolutions by Charity Trustees
72 A resolution agreed to in writing (including by e-mail) by all the Charity Trustees will be as valid as if it had been passed at an AGM or Board meeting; the date of the resolution will be taken to be the date on which the last member agreed to it and it must be unanimous.
Minutes

73   The Board must ensure that proper minutes are kept in relation to all Board meetings and meetings of sub-committees. 


74   The minutes to be kept under clause 73 must include the names of those present; and (so far as possible) should be signed by the Chairman of the meeting. 


75   With due reference to all applicable statutory requirements, it is wholly at the discretion of the Board as to whether or not the minute of a meeting, or any excerpt from the minute of a meeting, is to be made available to members of the public or any other body. 


ADMINISTRATION


Delegation to sub-committees
76   The Board may delegate any of their functions or 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. 


77   The Board may also delegate to the Chairman of the organisation (or the holder of any other post) such of their powers (but not their responsibilities) as they may consider appropriate. 


78   When delegating powers under clause 76 or77, the Board must set out appropriate conditions (which must include an obligation to report regularly to the Board). 


79   Any delegation of powers under clause 76 or 77 may be revoked or altered by the Board at any time. 


80   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
81 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.

82 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 81.

Accounting records and annual accounts
83   The Board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements. 


84   The Board must prepare an annual statement of account, complying with all relevant statutory requirements; which includes deciding the correct format of the accounts, and the appropriate external scrutiny requirement by either a registered auditor or an appropriately qualified independent examiner. 


MISCELLANEOUS


Dissolution and wind-up of the organisation
85   If the organisation is to be dissolved and wound-up, the dissolution and wind-up process will be carried out in accordance with the procedures set out under the Charities and Trustee Investment (Scotland) Act 2005 and the Scottish Charitable Incorporated Organisation (Removal from Register and Dissolution) Regulations 2011. 


86   Any surplus assets available to the organisation immediately preceding its winding-up 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
87  This constitution may (subject to clause 88 ) be altered by resolution of the Charity Trustees passed at an AGM or Board meeting (subject to achieving the two thirds majority referred to in clause 68) or by way of a unanimous written resolution of the members (as described in clause 72). 


88   The Charities and Trustee Investment (Scotland) Act 2005 requires that consent is sought from the Office of the Scottish Charity Regulator (OSCR) to action the following changes: change of name, an alteration to the purposes, amalgamation and/or winding-up. 


Interpretation
89 References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 and other statutory regulations should be taken to include:
89.1   any statutory provision which adds to, modifies or replaces that Act or the regulations; and 

89.2   any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 89.1 above. 


In this constitution:
89.3   “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 2006, providing (in either case) that its objects are limited to charitable purposes; and 

89.4   “charitable purpose” means a charitable purpose under section 877 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.