CONSTITUTION

The Muslim Council of Scotland (MCS)Adopted on 8th August 2010

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, re-registration, expulsion, termination Clauses  – 11- 22
     
DECISION-MAKING BY THE MEMBERS Members’ meetings, power to request members’ meeting, notice, procedure at members’ meetings, voting at members’ meetings, technical objections to remote participation, written resolutions, minutes Clauses 23 – 59
     
BOARD (CHARITY TRUSTEES) Number,  eligibility, status of initial charity trustees, election/ retrials/re-election, termination of office, register of charity trustees, office bearers, powers, general duties, conflicts of interest, remuneration and expenses, code of conduct Clauses 60 – 92
     
DECISION-MAKING BY THE CHARITY TRUSTEES Notice, procedure at board meetings, technical objections to remote participation, resolutions agreed in writing/by email, minutes Clauses 93 – 118
     
ADMINISTRATION Sub-committees, operation of accounts,  accounting records and annual accounts Clauses 119 – 126
     
MISCELLANEOUS Winding up, alterations to the constitution, interpretation Clauses 127- 132
     

GENERAL

 

Type of organisation

  1. The organisation will, upon registration, be a Scottish Charitable Incorporated Organisation (SCIO).

Scottish principal office

  1. The principal office of the organisation will be in Scotland.

Name

  1. The name of the organisation is The Muslim Council of Scotland (SCIO) hereinafter called the “MCS.”

Purposes

  1. The organisation’s purposes are:

The advancement of the education, health and wellbeing of the Muslim Communities within Scotland for the betterment of racial, religious, interfaith understanding and harmony between the various communities in Scotland.

In furtherance of the above objective the MCS will undertake activities:

    1. To promote cooperation, consensus and unity on Muslim affairs in Scotland;
    2. To encourage and strengthen all existing efforts being made for the benefit of the Muslim community;
    3. To work for a more enlightened appreciation of Islam and Muslims in the wider society;
    4. To establish a position for the Muslim community within the Scottish society that is fair and based on due rights;
    5. To work for the eradication of Islamophobia, disadvantages and forms of discrimination faced by Muslims;
    6. To cooperate with other faith communities on matters of common interest;
    7. To foster better community relations, amicable contacts with other faith communities and work for the good of society as a whole.

Powers

  1. The MCS has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so.
  2. 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 MCS’s existence or on dissolution – except where this is done in direct furtherance of the MCS’s charitable purposes.
  3. Clause does not prevent the MCS making any payment which is permitted under clauses 89. to 93. (remuneration and expenses).

Liability of members

  1. The members of the MCS have no liability to pay any sums to help to meet the debts (or other liabilities) of the MCS if it is wound up; accordingly, if the organisation is unable to meet its debts, the members and trustees will not be held responsible.
  2. The members and charity trustees have certain legal duties under the Scottish Charities Act; and clause 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

  1. The structure of the MCS consists of:
    • The structure of the MCS shall comprise:
      1. Members
        • FULL MEMBERS (General Council (GC) – who have the right to participate in members’ meetings (including any annual members’ meeting) and have important powers under the constitution; for example, the members elect people to serve on the board and take decisions on changes to the constitution itself;
        • ASSOCIATE MEMBERS (AM) – who have the right to attend the annual general meeting and any special general meetings. They have no powers under the constitution and no voting rights and cannot stand as members of the Board or Board of Counsellors.
        • INDIVIDUAL MEMBERS (IM)- who have the right to attend the annual general meeting and any special general meetings. They have no powers under the constitution and no voting rights and cannot stand as members of the Board or Board of Counsellors.
      1. the BOARD – who hold regular meetings, and generally control the activities of the MCS; for example, the board is responsible for monitoring and controlling the financial position of the MCS.
      2. BOARD OF ADVISORS – who serve as an advisory body for proposals, suggestions and complaints from and to the General Council, MCS Board and its committees, comprised of former office bearers of MCS
      3. MCS Scholars Advisory Board: Will be nominated by the MCS board. These scholars will work to advise the MCS board on religious matters. 
  1. The people serving on the Board are referred to in this constitution as CHARITY TRUSTEES.

MEMBERS

Qualifications for membership

Membership shall be open to any organisation or individual that is based in Scotland and whose activities are of benefit to the Muslim Community in Scotland, or which operates from Scotland with staff drawn from Scotland for the benefit of the Muslim community in Scotland and subscribes to the Constitution & Objectives of the MCS under the following criteria:

    • FULL MEMBERSHIP – any organisation whose own membership is restricted to those who profess the Muslim faith and believe in the Quran as the true Word of God (Allah) revealed to the Prophet Muhammad (peace be upon him) and that there is no Prophet after him. The organisation should either have a Constitution, Standing Orders or Bye-laws (to be provided to the MCS) and have been operating for at least one year or, be a bona-fideaffiliate of a regional or national body that is a member of the MCS and have been operating for at least one year. A Declaration of Faith must be signed by the representative of the organisation as follows:
      • A Muslim is an adherent of Islam, a monotheistic Abrahamic religion based on the Quran, which Muslims    believe is the precise word of Allah almighty and revealed to Prophet Muhammad PBUH. Muslims also believe that Prophet Muhammad PBUH is the seal of the Prophets, the final Prophet of Allah SWT and no Prophet can be born after him.
    • ASSOCIATE MEMBERSHIP – any organisation whose own membership includes those of mixed or no faith, and whose work is beneficial to the education, health or wellbeing of the Muslim Community in Scotland. The organisation should have either a Constitution, Standing Orders or Byelaws (to be provided to the MCS) and have been operating for at least one year or, be a bona-fiderecognised regional or national body.
    • INDIVIDUAL MEMBERSHIP – Any individual aged 16 or over who is of the Muslim faith and believes in the Quran as the true word of God (Allah) revealed to the Prophet Muhammad (peace be upon him) and that there is no Prophet after him, resident within Scotland and known to be motivated in their desire to serve the Muslim community. A Declaration of Faith must be signed as follows:
      • A Muslim is an adherent of Islam, a monotheistic Abrahamic religion based on the Quran, which Muslims believe is the precise word of Allah almighty and revealed to Prophet Muhammad PBUH. Muslims also believe that Prophet Muhammad PBUH is the seal of the Prophets, the final Prophet of Allah SWT and no Prophet can be born after him.
  1. Employees of the MCS are not eligible for membership; and a person who becomes an employee of the MCS after admission to membership will automatically cease to be a member.
  2.  

Application for membership

  1. Any organisation or individual who wishes to become a member must submit an application for membership (in writing by post or by email) including a signed agreement from an appropriate officer of that body / the individual to abide by the MCS Constitution, Objectives and Code of Conduct and lodge this with the organisation along with a remittance to meet the annual membership subscription; the application will then be considered by the Board at its next Board meeting.
  2. The board must notify each applicant promptly (in writing or by email) of its decision on whether or not to admit them to membership. The board may, at its discretion, refuse to admit any person or organisation to membership, and must be able to provide that applicant the reason(s) for refusal. Any appeal against membership refusal must be registered with the MCS Board within 30 days of refusal notice.

Membership Subscription

  1. Members shall be required to pay an annual membership subscription; unless and until otherwise determined by the members, the amount of the annual membership subscription to be decided by the Board.
    • The annual membership subscriptions shall be payable on or before the Annual General Meeting in each year.
    • The members may vary the amount of the annual membership subscription and/or the date on which it falls due in each year, by way of a resolution to that effect passed at an AGM.
    • If the membership subscription payable by any member remains outstanding  their voting rights will be voided.
    • A person or body who ceases (for whatever reason) to be a member shall not be entitled to any refund of the membership subscription.”

Register of Members

  1. The board must keep a register of members, setting out:
    • for each current member:
      1. their full name and address; and
      2. the date on which they were registered as a member of the MCS;
    • for each former member – for at least six years from the date on which they ceased to be a member:
      1. their name; and
      2. the date on which they ceased to be a member.
  1. The board must ensure that the register of members is updated within 28 days of any change:
    • which arises from a resolution of the board or a resolution passed by the members of the MCS; or
    • which is notified to the MCS.
  1. If a member or charity trustee of the MCS 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

  1. Any person or body who/which wishes to withdraw from membership must give a written notice of withdrawal to the MCS, signed by them or (in the case of a corporate body) signed by an appropriate officer of that body; they/it will cease to be a member as from the time when the notice is received by the MCS

Transfer of membership

  1. Membership of the MCS may not be transferred by a member.

Expulsion from Membership

  1. 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:
    • 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;
    • the member concerned will be entitled to be heard on the resolution at the members’ meeting at which the resolution is proposed.

Termination of membership

  1. Membership of the MCS will terminate on death or in the case of an organisation on the liquidation, receivership, winding-up or dissolution of that body.

DECISION-MAKING BY THE MEMBERS

Members’ meetings

  1. The board must arrange a meeting of members (an annual members’ meeting or “AGM”) in each calendar year.
  2. The gap between one AGM and the next must not be longer than 15 months.
  3. Notwithstanding clause 23, an AGM does not need to be held during the calendar year in which the MCS is formed; but the first AGM must still be held within 15 months of the date on which the MCS is formed.
  4. The business of each AGM must include:
    • a report by the chair on the activities of the MCS;
    • consideration of the annual accounts of the MCS;
    • the election/re-election of charity trustees, as referred to in clauses 60 to 63.
  1. The board may arrange a special members’ meeting at any time.

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

  1. The board must arrange a special members’ meeting if they are requested to do so by a notice (in writing or by email) by members who amount to 20% or more of the total membership of the MCS at the time, providing:
    • the notice states the purposes for which the meeting is to be held; and
    • those purposes are not inconsistent with the terms of this constitution, the Scottish Charities Act or any other statutory provision.
  2. A notice under clause 28 may take the form of:
    • two or more documents in the same terms, each signed by one or more members; and/or
    • a number of emails, each issued by a member;

and the board will be taken to have received the notice on the date on which they receive sufficient documents and/or emails to equal or exceed the 20% threshold referred to in clause 29.

  1. If the board receive a notice under clause 29, 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

  1. At least 14 clear days’ notice must be given of any AGM or any special members’ meeting.
  2. The notice calling a members’ meeting must specify in general terms what business is to be dealt with at the meeting; and
    • in the case of any resolution falling within clause 49 (requirement for two-thirds majority) must set out the exact terms of the resolution; and
    • in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s).
  1. The reference to “clear days” in clause 31 shall be taken to mean that, in calculating the period of notice:
    • the day after the notices are posted (or sent by email) should be excluded; and
    • the day of the meeting itself should also be excluded.
  1. Notice of every members’ meeting must be given to all the members of the MCS, and to all the charity trustees; but the accidental omission to give notice to one or more members or charity trustees will not invalidate the proceedings at the meeting.
  1. Any notice which requires to be given to a member under this constitution must be:
    • sent by email/ post to the member organisation, at the address last notified by them to the MCS; or
    • sent by email to the individual member, at the email address last notified by them to the MCS.
  2. If members and charity trustees are to be permitted to participate in a members’ meeting by way of audio and/or audio-visual link(s) (see clause 39), the notice (or notes accompanying the notice) must:
    • set out details of how to connect and participate via that link or links; and
    • (particularly for the benefit of those members who may have difficulties in using a computer or laptop for this purpose) draw members’ attention to the following options:
      1. participating in the meeting via an audio link accessed by phone, using dial-in details (if that forms part of the arrangements);
  1. Where a members’ meeting is to involve participation solely via audio and/or audio-visual link(s), the notice (or notes accompanying the notice) must include a statement inviting members to submit questions and/or comments in advance of the meeting, which (subject to clause 37) the chairperson of the meeting will be expected to read out, and address, in the course of the meeting.
  2. Where clause 37 applies, the chairperson of a members’ meeting will not require to read out or address any questions or comments submitted by members in advance of the meeting if and to the extent that the questions or comments are of an unreasonable length (individually or taken together), or contain material which is defamatory, racist or otherwise offensive.

Procedure at members’ meetings

  1. The board may if they consider appropriate (and must, if this is required under clause 40) make arrangements for members and charity trustees to participate in members’ meetings by way of audio and/or audio-visual link(s) which allow them to hear and contribute to discussions at the meeting, providing:
    • the means by which members and charity trustees can participate via that link or links are not subject to technical complexities, significant costs or other factors which are likely to represent – for all or a significant proportion of the membership – a barrier to participation;
    • the notice calling the meeting (or notes accompanying the notice) contains the information required under clause 37; and
    • the manner in which the meeting is conducted ensures, so far as reasonably possible, that those members and charity trustees who participate via an audio or audio-visual link are not disadvantaged with regard to their ability to contribute to discussions at the meeting, as compared with those members and charity trustees (if any) who are attending in person (and vice versa).
  2. If restrictions arising from public health legislation or guidance are likely to mean that attendance in person at a proposed members’ meeting would not be possible or advisable for all or a significant proportion of the membership, the board must make arrangements for members and charity trustees to participate in that members’ meeting by way of audio and/or audio-visual link(s) which allow them to hear and contribute to discussions at the meeting; and on the basis that the requirements set out in paragraphs (a) to (c) of clause 39 will apply.
  3. A members’ meeting may involve two or more members or charity trustees participating via attendance in person while other members and/or charity trustees participate via audio and/or audio-visual links; or it may involve participation solely via audio and/or audio-visual links.
  4. The quorum for a members’ meeting is one fifth of full members, present via the authorised representative of the full member organisation.
  5. An individual participating in a members’ meeting via an audio or audio-visual link which allows them to hear and contribute to discussions at the meeting will be deemed to be present in person (or, if they are not a member [or the authorised representative of a member which is a corporate body]), will be deemed to be in attendance) at the meeting.
  6. If a quorum is not present within 30 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.
  7. The chair of the MCS should act as chairperson of each members’ meeting.
  8. If the chair of the MCS 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.

Voting at members’ meetings

  1. Every member has one vote, which must be given personally via its authorised representative present at the meeting. (subject to clause 52).
  2. All decisions at members’ meetings will be made by majority vote – with the exception of the types of resolution listed in clause 49.
  3. 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 56):
    • a resolution amending the constitution;
    • a resolution expelling a person from membership under clause 21;
    • a resolution removing a person from office as a charity trustee under paragraph (i) of clause 70;
    • a resolution directing the board to take any particular step (or directing the board not to take any particular step) under clause 81;
    • a resolution approving the amalgamation of the MCS with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation);
    • a resolution to the effect that all of the MCS’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);
    • a resolution for the winding up or dissolution of the MCS.
  4. 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.
  5. 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.
  6. Where members are participating in a meeting via an audio or audio-visual link, they may cast their votes on any resolution orally, or by way of some form of visual indication, or by use of a voting button or similar, or by way of a message sent electronically – and providing the board have no reasonable grounds for suspicion as regards authenticity, any such action shall be deemed to be a vote cast personally via a show of hands.
  7. The chairperson will decide how any secret ballot is to be conducted, and they will declare the result of the ballot at the meeting.
  8. Where members are participating in a meeting via audio and/or audio-visual links, the chairperson’s directions regarding how a secret ballot is to be conducted may allow those members to cast their votes on the secret ballot via any or all of the methods referred to in clause 54, providing reasonable steps are taken to preserve anonymity (while at the same time, addressing any risk of irregularities in the process).

Technical objections to remote participation in members’ meetings

  1. This constitution imposes certain requirements regarding the use of audio and/or audio-visual links as a means of participation and voting at members’ meetings; providing the arrangements made by the board in relation to a given members’ meeting (and the manner in which the meeting is conducted) are consistent with those requirements:
    • a member cannot insist on participating in the members’ meeting, or voting at the members’ meeting, by any particular means;
    • the members’ meeting need not be held in any particular place;
    • the members’ meeting may be held without any particular number of those participating in the meeting being present in person at the same place (but, notwithstanding that, the quorum requirements – taking account of those participating via audio and/or audio-visual links – must still be met);
    • the members’ meeting may be held by any means which permits those participating in the meeting to hear and contribute to discussions at the meeting;
    • a member will be able to exercise the right to vote at the members’ meeting (including where a secret ballot is to be held) by such means as is determined by the chairperson of the meeting (consistent with the arrangements made by the board) and which permits that member’s vote to be taken into account in determining whether or not a resolution is passed.

Written resolutions by members

  1. A resolution agreed to in writing (or by email) 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 of members’ meetings

  1. The board must ensure that proper minutes are kept in relation to all members’ meetings, and that a proper record is kept of all resolutions agreed to in writing or by email under clause 56.
  2. 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.
  3. The records of resolutions kept under clause 56 must include confirmation that all members agreed to the resolution; and should be signed by the chair of the MCS.

BOARD

Number of charity trustees

  1. The maximum number of charity trustees is 17; out of that:
    • no more than 14 shall be charity trustees who were elected/appointed under clauses 62 to 67 (or deemed to have been appointed by the members under clause 64); and

      Of this:

      1. at  least one Muslim University/ College Student who is chair of the Muslim Student Society for that university/college

        • no more than 3 shall be charity trustees who were co-opted by the board under the provisions of clauses 68 and 69.

  2. The minimum number of charity trustees is 6

Eligibility

  1. A person shall not be eligible for election to the board under clauses 62 to 67 unless nominated by their own organisation that is a full member of the MCS, who has paid their fees and the person nominated is eligible to stand in accordance with the constitution; a person appointed to the board under clauses 68 and 69 need not, however, be a member of the MCS.
  2. A person will not be eligible for election or appointment to the board if they are:
    • disqualified from being a charity trustee under the Scottish Charities Act; or
    • an employee of the MCS.

Initial charity trustees

  1. The individuals who signed the charity trustee declaration forms which accompanied the application for incorporation of the MCS shall be deemed to have been appointed by the members as charity trustees with effect from the date of incorporation of the MCS.

Election, retiral, re-election

  1. At the first AGM, all of the charity trustees elected/appointed under clauses 64 and 66 (and, in the case of the first AGM, those deemed to have been appointed under clause 68) shall retire from office. All board members will be elected for a 3 year term and will resign at the 3rd AGM.

At each AGM (other than the first)

    • any charity trustees appointed under clauses 68 and 69 during the period since the preceding AGM shall retire from office;
    • any charity trustee who has completed their 3 year term shall retire from office
    • a charity trustee who retires from office shall be eligible for re-election unless they have completed 2 consecutive terms of 3 years.
    • if any elected charity trustees has retired from office without completing their 3 year term, an election will be held to fill the reminder of their term (known as a casual vacancy)
  1. The board may at any time appoint any member (subject to clause c) and providing they are not debarred under clause 63) to be a charity trustee.
  2. Board members shall be elected for a 3 year term, or less if this is to fill a casual vacancy where the elected board member completes the term of an early retiring member.

Appointment/re-appointment of co-opted charity trustees

  1. In addition to their powers under clause 67, the board may at any time appoint any non-member of the MCS to be a charity trustee (subject to clause 0, and providing they are not debarred under clause 63) either on the basis that they have been nominated by the MCS board or on the basis that they have specialist experience and/or skills which could be of assistance to the board.
  2. At each AGM, all of the charity trustees appointed under clause 68 shall retire from office – but shall then be eligible for re-appointment by the board (after the AGM) under that clause, with a maximum of 2 consecutive 3 year terms.

Termination of office

  1. A charity trustee will automatically cease to hold office if:
    • they become disqualified from being a charity trustee under the Scottish Charities Act;
    • 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;
    • in the case of a charity trustee elected/appointed under clause 69, or deemed to have been appointed by the members under clause 64) they cease to be a member of the MCS;
    • they become an employee of the MCS;
    • they give the MCS a notice of resignation (either in writing or by email);
    • they are absent (without good reason, in the opinion of the board) from more than three consecutive board meetings – but only if the board resolve to remove them from office;
    • they are removed from office by resolution of the board on the grounds that they are considered to have committed a serious breach of the code of conduct for charity trustees (as referred to in clauses 91,92);
    • 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 Scottish Charities Act; or
    • they are removed from office by a resolution of the members passed at a members’ meeting.
  2. A resolution under paragraph h), i) or i) of clause 70 shall be valid only if:
    • the charity trustee concerned is given reasonable prior notice (in writing or by email) of the grounds upon which the resolution for their removal is to be proposed;
    • 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;
    • (in the case of a resolution under paragraph h) or i)) at least two thirds (to the nearest round number) of the charity trustees then in office vote in favour of the resolution; and
    • (in the case of a resolution under paragraph (i)) at least two thirds (to the nearest round number) of the votes cast in relation to the resolution were in favour of the resolution.

Register of charity trustees

  1. The board must keep a register of charity trustees, setting out:
    • for each current charity trustee:
      1. their full name and address;
      2. the date on which they were appointed as a charity trustee; and
      3. any office held by them in the MCS;
    • for each former charity trustee – for at least 6 years from the date on which they ceased to be a charity trustee:
      1. the name of the charity trustee;
      2. any office held by them in the MCS; and
      3. the date on which they ceased to be a charity trustee.
  2. The board must ensure that the register of charity trustees is updated within 28 days of any change:
    • which arises from a resolution of the board or a resolution passed by the members of the MCS; or
    • which is notified to the MCS.
  3. 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 MCS, the board may provide a copy which has the addresses blanked out – if the MCS is satisfied that including that information is likely to jeopardise the safety or security of any person or premises.

Office-bearers

  1. The charity trustees must elect (from among themselves) a chair, a treasurer and a secretary.
  2. In addition to the office-bearers required under clause 76, the charity trustees may elect (from among themselves) further office-bearers if they consider that appropriate.
  3. The office bearers elected under clause 75, will serve for the 3 year term for which they were elected under clauses 65 and 67.
  4. A person elected to any office will automatically cease to hold that office:
    • if they cease to be a charity trustee; or
    • if they give to the MCS a notice of resignation from that office (either in writing or by email).

Powers of board

  1. Except where this constitution states otherwise:
    • the MCS (and its assets and operations) will be managed by the board; and
    • the board may exercise all the powers of the MCS.
  2. A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.
  3. The members may, by way of a resolution passed in compliance with clause 49 (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

  1. Each of the charity trustees has a duty, in exercising functions as a charity trustee, to act in the interests of the MCS; and, in particular, must:
    • seek, in good faith, to ensure that the MCS acts in a manner which is in accordance with its purposes;
    • act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;
    • in circumstances giving rise to the possibility of a conflict of interest between the MCS and any other party:
      1. put the interests of the MCS before that of the other party; or
      2. where any other duty prevents them from doing so, disclose the conflicting interest to the MCS and refrain from participating in any deliberation or decision of the other charity trustees with regard to the matter in question;
    • ensure that the MCS complies with any direction, requirement, notice or duty imposed under or by virtue of the Scottish Charities Act.
  2. In addition to the duties outlined in clause 82, all of the charity trustees must take such steps as are reasonably practicable for the purpose of ensuring:
    • that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and
    • that any charity trustee who has been in serious or persistent breach of those duties is removed as a charity trustee.

Conflicts of interest involving charity trustees – general

  1. The board must use every effort to ensure that conflicts of interest involving charity trustees (including those which relate to individuals or bodies connected with charity trustees) are identified at the earliest opportunity and appropriately managed; the following provisions of this constitution are of particular relevance:
    • clauses 85 and 88 require charity trustees to declare any personal interest which they may have in any transaction or other arrangement with the MCS;
    • clause 109. prohibits a charity trustee with a personal interest in a proposed arrangement from voting on the question of whether the MCS should enter into that arrangement;
    • clause 87 (reflecting similar provisions contained in the Scottish Charities Act) sets out restrictions and conditions for any arrangement under which remuneration would be paid to a charity trustee (or where the charity trustee might benefit from remuneration paid to a connected party).
  1. In addition to complying with the provisions referred to in clause 84:
    • the board must maintain a register of charity trustees’ interests;
    • the chairperson of each board meeting must invite declarations of interest, shortly after the start of the meeting;
    • the minutes of each board meeting must record any conflicts of interest which have been declared at the meeting, and must set out in detail how any such conflicts of interest have been managed.

Remuneration and expenses

  1. No charity trustee may serve as an employee (full time or part time) of the MCS; and no charity trustee may be given any remuneration by the MCS for carrying out their duties as a charity trustee.
  2. Where a charity trustee provides services to the MCS or might benefit from any remuneration paid to a connected party for such services:
    • the maximum amount of the remuneration must be specified in a written agreement and must be reasonable;
    • the board must be satisfied that it would be in the interests of the MCS to enter into the arrangement (taking account of that maximum amount); and
    • less than half of the charity trustees must be receiving remuneration from the MCS (or benefit from remuneration of that nature).
  3. Provided they have declared their interest – and have not voted on the question of whether or not the MCS should enter into the arrangement – a charity trustee will not be debarred from entering into an arrangement with the MCS in which they have a personal interest where that is not prohibited under clause 86 or 87; and (subject to clause 87 and to the provisions relating to remuneration for services contained in the Scottish Charities Act), they may retain any personal benefit which arises from that arrangement.
  4. The MCS may also enter into an arrangement with a member who is not a charity trustee (or with a person or body connected with a member who is not a charity trustee) under which that member (or the connected person or body) receives payment for goods or services provided by them to the MCS, but only if:
    • the terms and conditions (including the amount of the payment(s)) are at least as good (from the MCS’s point of view) as those which would be expected if the goods or services had been sourced on the open market; and
    • the board are satisfied, after careful consideration, that the arrangement is in the best interests of the MCS;

and the same principles will apply in relation to any arrangement under which a member (or a person or body connected with a member) lets premises to the MCS or makes a loan to the MCS.

    1. 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

  1. 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.
  2. The code of conduct referred to in clause 92 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 Scottish Charities Act; 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.

DECISION-MAKING BY THE CHARITY TRUSTEES

Notice of board meetings

  1. Any charity trustee may call a meeting of the board or may ask the secretary to call a meeting of the board.
  2. 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.
  3. If charity trustees are to be permitted to participate in a board meeting by way of audio and/or audio-visual link(s), the charity trustees must, in advance of the meeting, be provided with details of how to connect and participate via that link or links; and (particularly for the benefit of those charity trustees who may have difficulties in using a computer or laptop for this purpose) the charity trustees’ attention should be drawn to the following options:
    • participating in the meeting via an audio link accessed by phone, using dial-in details (if that forms part of the arrangements),
    • (where attendance in person is to be permitted, either on an open basis or subject to a restriction on the total number who will be permitted to attend) the ability to attend the meeting in person.

Procedure at board meetings

  1. No valid decisions can be taken at a board meeting unless a quorum is present; the quorum for board meetings is 6 charity trustees, present in person and should include at least 2 office bearers.
  2. An individual participating in a board meeting via an audio or audio-visual link which allows them to hear and contribute to discussions at the meeting will be deemed to be present in person (or, if they are not a charity trustee, will be deemed to be in attendance) at the meeting.
  3. If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 96 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.
  4. The chair of the MCS should act as chairperson of each board meeting.
  5. 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.
  6. Every charity trustee has one vote, which must be given personally (subject to clause 104).
  7. All decisions at board meetings will be made by majority vote.
  8. 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.
  9. The board may if they consider appropriate (and must, if this is required under clause 105), allow charity trustees to participate in board meetings by way of an audio and/or audio-visual link or links which allow them to hear and contribute to discussions at the meeting, providing:
    • the means by which charity trustees can participate via that link or links are not subject to technical complexities, significant costs or other factors which are likely to represent – for all, or a significant proportion, of the charity trustees – a barrier to participation; and
    • the manner in which the meeting is conducted ensures, so far as reasonably possible, that those charity trustees who participate via an audio or audio-visual link are not disadvantaged with regard to their ability to contribute to discussions at the meeting, as compared with those charity trustees (if any) who are attending in person (and vice versa).
  10. If restrictions arising from public health legislation or guidance are likely to mean that attendance in person at a proposed board meeting would not be possible or advisable for one or more of the charity trustees, the board must make arrangements for charity trustees to participate in that board meeting by way of audio and/or audio-visual link(s); and on the basis that:
    • the requirements set out in paragraphs (a) and (b) of clause 104 will apply; and
    • the board must use all reasonable endeavours to ensure that all charity trustees have access to one or more means by which they may hear and contribute to discussions at the meeting.
  11. A board meeting may involve two or more charity trustees participating via attendance in person while other charity trustees participate via audio and/or audio-visual links; or it may involve participation solely via audio and/or audio-visual links.
  12. Where a charity trustee or charity trustees are participating in a board meeting via an audio or audio-visual link, they may cast their vote on any resolution orally, or by way of some form of visual indication, or by use of a voting button or similar, or by way of a message sent electronically.
  13. The board may, at its discretion, allow any person to attend (whether in person or by way of an audio or audio-visual link) 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.
  14. A charity trustee must not vote at a board meeting (or at a meeting of a sub-committee) 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 MCS; they must withdraw from the meeting while an item of that nature is being dealt with.
  15. For the purposes of clause 109:
    • an interest held by an individual who is “connected” with the charity trustee under section 68(2) of the Scottish Charities Act (husband/wife, partner, child, parent, brother/sister etc) shall be deemed to be held by that charity trustee;
    • a charity trustee will (subject to clause 111) 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, member of the management committee, officer or elected representative (or a body in relation to which they are a major shareholder or have some other significant financial interest) has an interest in that matter.
  16. Where a subsidiary of the MCS has an interest in a particular matter which is to be considered by the board, a charity trustee who is also a director of that subsidiary will not be debarred from voting on that matter (unless they have a different personal interest in that matter, unrelated to their position as a director of that subsidiary).

Technical objections to remote participation in board meetings

  1. The principles set out in clause 55 (technical objections to remote participation) shall apply in relation to remote participation and voting at board meetings, as if each reference in that clause to a member were a reference to a charity trustee and each reference in that clause to a members’ meeting were a reference to a board meeting.

Board resolutions agreed in writing or by email

  1. A resolution agreed to in writing (or by email) by a majority of the charity trustees then in office shall (subject to clauses 114 and 115) be as valid as if duly passed at a board meeting.
  2. A resolution under clause 113 shall not be valid unless a copy of the resolution was circulated to all of the charity trustees, along with a cut-off time (which must be reasonable in the circumstances) for notifications under clause 115.
  3. If a resolution is circulated to the charity trustees under clause 114, any one or more charity trustees may, following receipt of a copy of the resolution, notify the secretary that they consider that a board meeting should be held to discuss the matter which is the subject of the resolution; and if any such notification is received by the secretary prior to the cut-off time:
    • the secretary must convene a board meeting accordingly, and on the basis that it will take place as soon as reasonably possible;
    • the resolution cannot be treated as valid under clause 113 unless and until that board meeting has taken place;
    • the board may (if they consider appropriate, on the basis of the discussions at the meeting) resolve at that board meeting that the resolution should be treated as invalid, notwithstanding that it had previously been agreed to in writing (or by email) by a majority of the charity trustees then in office.

Minutes of board meetings

  1. The board must ensure that proper minutes are kept in relation to all board meetings and meetings of sub-committees; and that a proper record is kept of all resolutions agreed to (in writing or by email) by the charity trustees under clause 113.
  2. The minutes to be kept under clause 116 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
  3. The records of resolutions kept under clause 116 must include the names of those charity trustees who agreed to the resolution (as well as the names of any charity trustees who stated that they disagreed with the resolution); and should be signed by the chair of the MCS.

ADMINISTRATION

Delegation to sub-committees

  1. 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.
  2. The board may also delegate to the chair of the MCS (or the holder of any other post) such of their powers as they may consider appropriate.
  3. When delegating powers under clause 120 or 120, the board must set out appropriate conditions (which must include an obligation to report regularly to the board).
  4. Any delegation of powers under clause 120 or 120 may be revoked or altered by the board at any time.
  5. 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

  1. The board should ensure that the systems of financial control adopted by the MCS in relation to the operation of the MCS’s bank accounts (including online banking) reflect the recommendations made from time to time by the MCS’s auditors (or independent examiners) or other external accountants.

Accounting records and annual accounts

  1. The board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.
  2. The board must prepare annual accounts, complying with all relevant statutory requirements; and
    • 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;
    • if an audit is not carried out, the board must ensure that an independent examination of the accounts is carried out by a qualified independent examiner.

MISCELLANEOUS

Winding-up

  1. If the MCS 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 Scottish Charities Act.
  2. Any surplus assets available to the MCS 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 MCS as set out in this constitution; and the named recipient body (or bodies) in the resolution for the winding-up and dissolution of the MCS must also comply with any additional requirements which apply at the time under the regulations which govern the winding up and dissolution of SCIOs.

Alterations to the constitution

  1. This constitution may (subject to clause 130) be altered by resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 49) or by way of a written resolution of the members. 
  2. The Scottish Charities Act prohibits taking certain steps (eg change of name, an alteration to the purposes, amalgamation, and winding-up) without the consent of the Office of the Scottish Charity Regulator (OSCR).

Interpretation

  1. References in this constitution to the Scottish Charities Act should be taken to include:
    • any statutory provision which adds to, modifies or replaces that Act; and
    • any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph a) above:
  2. In this constitution:
    • “Scottish Charities Act” means (subject to clause 131) the Charities and Trustee Investment (Scotland) Act 2005;

 “Charitable purpose” means a charitable purpose under section 7 of the Scottish Charities Act which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.

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