terms & conditions
General: Clauses 1 - 9
type of organisation, Scottish principal office, name, purposes, powers, liability, general structure
Members: Clauses 10 - 25
qualifications for membership, application, subscription, register of members, withdrawal, transfer, re-registration, expulsion, termination
Decision-making by the members: Clauses 26 - 52
members’ meetings, power to request members’ meeting, notice, procedure at members’ meetings, voting at members’ meetings, written resolutions, minutes
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).
3 The name of the organisation is Feisty Women.
4 The organisation’s purposes are:
4.1 To relieve the needs of women aged 60 plus who experience financial disadvantage through age and sex discrimination and ensure these women have equal access to resources;
4.2 The promotion of equality and diversity for women aged 60 plus who experience financial disadvantage through age and sex discrimination by:
4.2.1 Raising awareness of the economic and social discrimination faced by women aged 60 plus;
4.2.2 Advocating on behalf of women aged 60 plus and giving them a voice in the public arena;
4.2.3 Influencing social and economic policy that affects women aged 60 plus at local and national levels.
4.3 To undertake such other similar charitable activities that may be helpful to achieve equality of treatment and opportunity for women aged 60 plus.
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.
9 The structure of the organisation consists of: -
9.1 The MEMBERS - who have the right to attend members' meetings (including any annual general meeting) and have important powers under the constitution; 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.
9.3 The people serving on the board are referred to in this constitution as CHARITY TRUSTEES – and they are also MEMBERS of the organisation for the purposes of the Charities and Trustee Investment (Scotland) Act 2005.
Qualifications for membership
10 Membership is open to any individual aged 16 or over who supports the objectives of Feisty Women.
11 Any employees of the organisation are not eligible for membership.
Application for membership
12 Any person 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.
13 The board may, at its discretion, refuse to admit any person to membership.
14 The board must notify each applicant promptly (in writing or by e-mail) of its decision on whether to admit them to membership.
15 An annual membership subscription of £10 will be charged.
Register of members
16 The board must keep a register of members, setting out:
16.1 for each current member:
16.1.1 their full name and address and the date on which they were registered as a member of the organisation;
16.2 for each former member - for at least six years from the date on which they ceased to be a member;
16.2.1 their name and the date on which they ceased to be a member.
17 The board must ensure that the register of members is updated within 28 days of any change that arises from a resolution of the board or a resolution passed by members of the organisation, or that is notified to the organisation.
18 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
19 Any person who wants to withdraw from membership must give a 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
20 Membership of the organisation may not be transferred by a member.
Re-registration of members
21 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.
22 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 21, the board may expel them from membership.
23 A notice under clause 21 will not be valid unless it refers specifically to the consequences (under clause 22) of failing to provide confirmation within the 28-day period.
Expulsion from membership
24 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: -
24.1 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;
24.2 the member concerned will be entitled to be heard on the resolution at the members' meeting at which the resolution is proposed.
25 Membership of the organisation will terminate on death.
Decision-making by the members.
26 The board must arrange a meeting of members (an annual general meeting or "AGM") in each calendar year.
27 The gap between one AGM and the next must not be longer than 15 months.
28 Notwithstanding clause 26, 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.
29 The business of each AGM must include: -
29.1 a report by the chair on the activities of the organisation;
29.2 consideration of the annual accounts of the organisation;
29.3 the election/re-election of charity trustees, as referred to in clauses 58 to 63.
30 The board may arrange a special members' meeting at any time.
Power to request the board to arrange a special members’ meeting
31 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:
31.1 the notice states the purposes for which the meeting is to be held; and
31.2 those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision.
32 If the board receive a notice under clause 31, 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
33 At least 14 clear days’ notice must be given of any AGM or any special members' meeting.
34 The notice calling a members' meeting must specify in general terms what business is to be dealt with at the meeting; and
34.1 in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s); or
34.2 n the case of any other resolution falling within clause 45 (requirement for two-thirds majority) must set out the exact terms of the resolution.
35 The reference to “clear days” in clause 33 shall be taken to mean that, in calculating the period of notice,
35.1 the day after the notices are posted (or sent by e-mail) should be excluded; and
35.2 the day of the meeting itself should also be excluded.
36 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.
37 Any notice which requires to be given to a member under this constitution must be: -
37.1 sent by post to the member, at the address last notified by them to the organisation; or
37.2 sent by e-mail to the member, at the e-mail address last notified by them to the organisation.
Procedure at members’ meetings
38 No valid decisions can be taken at any members' meeting unless a quorum is present.
39 The quorum for a members' meeting is 6 members, present in person.
40 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.
41 The chair of the organisation should act as chairperson of each members' meeting.
42 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.
Voting at members’ meetings
43 Every member has one vote, which must be given personally.
44 All decisions at members' meetings will be made by majority vote - except for the types of resolution listed in clause 45.
45 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 49):
45.1 a resolution amending the constitution;
45.2 a resolution expelling a person from membership under clause 24;
45.3 a resolution directing the board to take any step (or directing the board not to take any step);
45.4 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);
45.5 a resolution to the effect that all the organisation’s property, rights and liabilities should be transferred to another SCIO (or agreeing to the transfer from another SCIO of all its property, rights and liabilities);
45.6 a resolution for the winding up or dissolution of the organisation.
46 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.
47 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.
48 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
49 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.
50 The board must ensure that proper minutes are kept in relation to all members' meetings.
51 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.
52 The board shall make available copies of the minutes referred to in clause 50 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 98.