From 1e6bc2494736da8101a7888cacfaa906842c2554 Mon Sep 17 00:00:00 2001 From: silky Date: Fri, 31 Mar 2023 09:46:40 +0100 Subject: [PATCH 1/4] constitution-wip --- Makefile | 3 +- constitution/constitution.md | 139 ++++++++++++++++++++++++++++++++++- flake.nix | 6 +- 3 files changed, 145 insertions(+), 3 deletions(-) diff --git a/Makefile b/Makefile index 0af19bc..8a88049 100644 --- a/Makefile +++ b/Makefile @@ -21,7 +21,8 @@ finalise-constitution: constitution-doc ## Copy the compiled PDF to the main fol cp out/constitution.pdf constitution/ watch-pdfs: ## Build PDFs upon changes - @commando -c echo constitution | grep --line-buffered Modified | conscript make pdfs + @fswatch --event Updated -o ./constitution/ | xargs -I{} make pdfs + # @commando -c echo constitution | grep --line-buffered Modified | conscript make pdfs help: ## List all available targets @grep -E '^[a-zA-Z_-]+:.*?## .*$$' $(MAKEFILE_LIST) \ diff --git a/constitution/constitution.md b/constitution/constitution.md index f888497..60283a7 100644 --- a/constitution/constitution.md +++ b/constitution/constitution.md @@ -1,8 +1,145 @@ --- -title: "Charitable Incorporated Organisation Constitution for _Fix Planet Club_" +title: "Constitution of _Fix Planet Club_ SCIO" +author: SVCO Model SCIO Constitution (single-tier) --- +| Contents | | Clauses | +|-----|------------------|---| +| General | type of organisation | 1-14 +| | | +| Board (Charity Trustees) | number, eligibility, initial charity trustuees, appointment/retiral, termination of office, register of charity trustees, office-bearers, powers, general duties, conflicts on interest, remuneration and expenses, code of conduct | 15-46 +| | | +| Decision-making by the charity trustees | notice, procedure at board meetings, technical objections to remote participation, resolutions agreed in wring/by email, minutes | 47-74 +| | | +| Decision-making by the charity trustees as members | AGMs and other members' meetings, notice, procedure, voting at members' meetings, technical objections to remote participation, written resolution, minutes | 75-100 +| | | +| Administration | sub-committees, operation of accounts, accounting records and annual accounts | 101-108 +| | | +| Miscellaneous | winding up, alterations to the constitution, interpretation | 109-114 + + +# GENERAL + +## Type of Organisation + + +1. The organisation will, upon registration, be a Scottish Charitable + Incorporated Organisation (SCIO). + + +## Scottish principal office + +2. The principal office of the organisation will be in Scotland (and must + remain in Scotland). + + +## Name + +3. The name of the organisation is "Fix Planet Club SCIO" + + +## Purposes + +4. The organisation's purposes are: + +... TODO INSERT and Reviews. + + +## Powers + +5. The organisation has power to do anything which is calculated to further + its purposes or is conducive or incidental to doing so. + +6. No part of the income or property of the organisation may be paid or + transferred (directly or indirectly) to the 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. + +7. Clause 6 does not prevent the organisation making any payment which is + permitted under clauses 41 to 44 (remuneration and expenses). + + +## Liability of charity trustees + +8. The charity trustees of the organisation (in their capacity as members - + see clause 12) 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 Scottish Charities + Act; 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. + + +## General structure + +10. The structure of the organisation consists of 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. + +11. The board also appoints charity trustees to fill vacancies, and the people + serving on the board (in their capacity as members of the organisation - + see clauses 12 and 14) have power to make changes to the constitution + itself. + +12. The people serving on the board are referred to in this constitution as + CHARITY TRUSTEES - and they are also the MEMBERS of the organisation for + the purposes of the Scottish Charities Act. + +13. Under the provisions of this constitution, no-one can be a member unless + they are also a charity trustee of the organisation; and if anyone ceases + for any reason to be a charity trustee of the organisation, they + automatically cease to be a member. + +14. The Scottish Charities Act requires certain decisions to be taken by the + charity trustees in their capacity as members of the organisation. + + +# BOARD + +## Number of charity trustees + +15. The maximum number of charity trustees is 3. + +16. The minimum number of charity trustees is 3. + + +## Eligibility + +17. A person will not be eligible for appointment to the board if they are: + + a. disqualified from being a charity trustee under the Scottish Charities + Act; or + + b. an employee of the organisation. + +## Initial charity trustees + +18. The individuals who signed the charity trustee declaration forms which + accompanied the application for incorporation of the organisation shall be + deemed to have been appointed by the members as charity trustees with + effect from the date of incorporation of the organisation. + +## Appointment/retiral + +19. The board may at any time appoint any person (subject to clause 15 and + providing they are not debarred under clause 17) to be a charity trustee - + by way of a resolution passed by majority vote at a board meeting. + +20. At the conclusion of the first AGM, one third (to the nearest round + number) of third of the charity trustees shall retire from office; the + question of which of them is to retire shall be determined by some random + method. + +---- + + + 1.) **Name** > The name of the Charitable Incorporated Organisation ("the CIO") is: diff --git a/flake.nix b/flake.nix index 96d6c5f..a3002d0 100644 --- a/flake.nix +++ b/flake.nix @@ -18,7 +18,11 @@ pkgs = import nixpkgs { inherit system; }; in rec { devShell = pkgs.mkShell { - buildInputs = [ pkgs.pandoc pkgs.pandoc-lua-filters ]; + buildInputs = [ + pkgs.fswatch + pkgs.pandoc + pkgs.pandoc-lua-filters + ]; shellHook = '' # Fix the location of the lua filters, so we can refer to it explicitly. export LUA_FILTERS_DIR=${pkgs.pandoc-lua-filters}/share/pandoc/filters From 0a29e8768ab6db11510aec1bb80562fdb62c8a0e Mon Sep 17 00:00:00 2001 From: silky Date: Mon, 21 Aug 2023 08:27:05 +0100 Subject: [PATCH 2/4] give up on lfs for images due to nix woes --- .gitattributes | 3 --- 1 file changed, 3 deletions(-) diff --git a/.gitattributes b/.gitattributes index 93b88e2..71c30fd 100644 --- a/.gitattributes +++ b/.gitattributes @@ -1,4 +1 @@ *.pdf filter=lfs diff=lfs merge=lfs -text -*.png filter=lfs diff=lfs merge=lfs -text -*.jpeg filter=lfs diff=lfs merge=lfs -text -*.jpg filter=lfs diff=lfs merge=lfs -text From 6321b83490efc3958c19ed67b2adde9c57116e11 Mon Sep 17 00:00:00 2001 From: silky Date: Mon, 21 Aug 2023 08:26:35 +0100 Subject: [PATCH 3/4] wip --- README.md | 2 +- constitution/README.md | 1 - constitution/constitution.md | 450 ++++++++++++++++++++++++++++++++++- flake.nix | 1 + 4 files changed, 451 insertions(+), 3 deletions(-) diff --git a/README.md b/README.md index 96a78e0..9602f4f 100644 --- a/README.md +++ b/README.md @@ -4,7 +4,7 @@ A repository containing all the organisational documents related to Fix Planet C ## Mission -Supporting you to find a sustainable fixed point for the planet :) +Working together to find a sustainable fixed point for the planet :) ## Microgrant fund diff --git a/constitution/README.md b/constitution/README.md index 26d1d2b..ca241b8 100644 --- a/constitution/README.md +++ b/constitution/README.md @@ -6,4 +6,3 @@ You can find our rendered constitution here: The Markdown files linked from the primary one, `constitution.md` are used to prepare this PDF. - diff --git a/constitution/constitution.md b/constitution/constitution.md index 60283a7..7834403 100644 --- a/constitution/constitution.md +++ b/constitution/constitution.md @@ -136,7 +136,455 @@ author: SVCO Model SCIO Constitution (single-tier) question of which of them is to retire shall be determined by some random method. ----- +21. At the conclusion of each AGM (other than the first): + + a. Any charity trustees appointed during the period since the preceeding AGM + (but excluding those re-appointed under clause 23 during that period) shall + retire from office; + + b. Out of the remaining charity trustees, one third (to the nearest round + number) shall retire from office. + +22. The charity trustees to retire under paragraph (b) of clause 31 shall be + those who have been longest in office since they were last appointed or + re-appointed; as between persons who were last appointed/re-appointed on + the same date, the question of which of them is to retire shall be decided + by some random method. + +23. A charity trustee who retires from office under clause 20 or 21 at the + conclusion of an AGM shall be eligible for re-appointment under clause 19 + at the next board meeting. + +24. A charity trustee vacating office at the conclusion of an AGM will be + deemed to have been re-appointed at the board meeting which next follows + unless: + + a. They advise the board that they do not wish to be re-appointed; or + + b. A resolution for the re-appointment of that charity trustee was put to + board meeting and was not carried. + +## Termination of office + +25. A charity trustee will automatically cease to hold office if: + +a. They become disqualified from being a charity trustee under the Scottish +Charities Act; + +b. 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; + +c. They become an employee of the orgnisation; + +d. They give the organisation a notice of resignation (either in writing or +by email); + +e. They are absent (without good reason, in the opinion of the board) for +more than three consecutive board meetings - but only if the board resolve +to remove them from office; + +f. 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 clause 45); or + +g. 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. + +26. A resolution under paragraph (f) or (g) of clause 25 shall be valid only + if: + +a. 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. + +b. 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 + +c. At least two thirds (to the nearest round number) of the charity trustees +then in office vote in favour of the resolution. + + +## Register of charity trustees + +27. The board must keep a register of charity trustees, setting out: + +a. For each current charity trustee: + + i. Their full name and address, + ii. The date on which they were appointed as a charity trustee; and + iii. Any office held by them in the organisation + +b. For each former charity trustee - for at least 6 years from the date on +which they ceaused to be a charity trustee: + + i. The name of the charity trustee; + ii. Any office held by them in the organisation; and + iii. The date on which they ceased to be a charity trustee. + +28. The board must ensure that the register of charity trustees is updated + within 28 days of any change: + +a. Which arises from a resolution of the board; or + +b. Which is notified to the organisation. + +29. 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 dates, + providing the request is reasonable; if the request is made by a person + who is not a charity trustee of the organisation, the board may provide a + copy which has the addresses blanked out - if the organisation is + satisfied that including that information is likely to jeopardise the + safety or security of any person or premises. + +30. The members of the organisation are identical to its charity trustees - + and therefore the organisation does not require to keep a separate + register of members. + +31. The charity trustees must elect (from among themselves) a chair, a + treasurer and a secretary. + +32. In addition to the office-bearers required under clause 31, the charity + trustees may elect (from among themselves) future 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 by the board (after the AGM) under + clause 31 or 32. + +34. A person elected to any office will automatically cease to hold that + office: + +a. If they cease to be a charity trustee; or + +b. The give to the organisation a notice of resignation from that office +(either in writing or by email). + + +## Powers of board + +35. Except where this constitution states otherwise: + +a. The organisation (and its assets and operations) will be managed by the +board; and + +b. The board may exercise all the powers of the organisation. + +36. A meeting of the board at which a quorum is present may exercise all + powers exercisable by the board. + + +## Charity trustees - general duties + +37. Each of the charity trustees has a duty, in exercising functions as a + charity trustee, to act in the interests of the organisation; and, in + particular, must: + +a. Seek, in good faith, to ensure that the organisation acts in a matter which +is in accordance with its purposes; + +b. Act with the care and diligence which it is reasonable to expect of a +person who is managing the affairs of another person; + +c. In circumstances giving rise to the possibility of a conflict of interest +between the organisation and any other party: + + i. Put the interests of the organisation before that of the other party; or + ii. Where any other duty prevents them from doing so, disclose the + conflicting interest to the organisation and refrain from participating in + any deliberation or decision of the other charity trustees with regard to + the matter in question; + +d. Ensure that the organisation complies with any direction, requirement, + notice, or duty imposed under or by virtue of the Scottish Charities Act. + +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: + +a. That any breach of any of those duties by a charity trustee is corrected by +the charity trustee concerned and not repeated; and + +b. 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 + +39. 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: + +a. Clauses 40 and 43 require charity trustees to declare any personal interest +which they may have in any transaction or other arrangement with the +organisation; + +b. Clause 63 prohibits a charity trustee with a personal interest in a +proposed arrangement from voting on the question of whether the organisation +should enter into that arrangement; + +c. Clause 42 (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). + +40. In addition to complying with the provisions referred to in clause 39. + +a. The board must maintain a register of charity trustees’ interests; + +b. The chairperson of each board meeting must invite declarations of interest, + shortly after the start of the meeting; + +c. 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. + +41. No charity trustee may serve as an employee (full time or part time) of + the organisation; and no charity trustee may be given any remuneration by + the organisation for carrying out their duties as a charity trustee. + +42. Where a charity trustee provides services to the organisation or might + benefit from any remuneration paid to a connected party for such services: + +a. The maximum amount of the remuneration must be specified in a written +agreement and must be reasonable; + +b. The board must be satisfied that it would be in the interests of the +organisation to enter into the arrangement (taking account of that maximum +amount); and + +c. Less than half of the charity trustees must be receiving remuneration from +the organisation (or benefit from remuneration of that nature). + +43. Provided they have declared their interest - and have not voted on the + question of whether or not the organisation should enter into the + arrangement - a charity trustee will not be debarred from entering into an + arrangement with the organisation in which they have a personal interest + where that is not prohibited by clause 41 or 42; and (subject to clause + 42 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. + +44. 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 + +45. 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. + +46. The code of conduct referred to in clause 45 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 + +47. Any charity trustee may call a meeting of the board or may ask the + secretary to call a meeting of the board. + +48. 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. + +49. 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: + +a. Participating in the meeting via an audio link accessed by phone, using + dial-in details (if that forms part of the arrangements); + +b. (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 + +50. No valid decisions can be taken at a board meeting unless a quorom is + present; the quorum for board meetings is two (2) charity trustees, + present in person. + +51. An individual participating in a board meeting via an audio or + audio-visual link 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. + +52. If at any time the number of charity trustees in office falls below the + number stated as the quorum in clause 50, 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. + +53. The chair of the organisation should act as chairperson of each board + meeting. + +54. 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. + +55. Every charity trustee has one vote, which must be given personally + (subject to clause 61). + +56. All decisions at board meetings will be made by majority vote. + +57. 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. + +58. The board may if they consider appropriate (and must, if that is required + under clause 59) 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: + +a. 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 + +b. 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). + +59. 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) which allow them + to hear and contribute to discussions at the meeting; and on the basis + that: + +a. The requirements set out in paragraphs (a) and (b) of clause 58 will apply; +and + +b. 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. + +60. 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. + +61. Where a charity trustee is participating in a board meeting via an audio + or audio-visual link, they may cast their vote on a given 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. + +62. 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. + +63. 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 organisation; they must withdraw from the meeting while an + item of that nature is being dealt with. + +64. For the purposes of clause 63: + +a. 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; + +b. A charity trustee will (subject to clause 65) 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. + +65. Where a subsidiary of the organisation 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). + +66. This constitution imposes certain requirements regarding the use of audio + and/or audio-visual links as a means of participation and voting at board + meetings; providing the arrangements made by the board in relation to a + given board meeting (and the manner in which the meeting is conducted) are + consistent with those requirements: + +a. A charity trustee cannot insist on participating in the board meeting, or +voting at the board meeting, by any particular means; + +b. The board meeting need not be held in any particular place; + +c. The board 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); + +d. The board meeting may be held by any means which permits those +participating in the meeting to hear and contribute to discussions at the +meeting; + +e. A charity trustee will be able to exercise the right to vote at the board +meeting by such means as is determined by the chairperson of the meeting +(consistent with the arrangements made by the board) and which permits that +charity trustee’s vote to be taken into account in determining whether or not +a resolution is passed. + + +## Board resolutions agreed in writing or by email + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +------------------------- diff --git a/flake.nix b/flake.nix index a3002d0..f30484d 100644 --- a/flake.nix +++ b/flake.nix @@ -22,6 +22,7 @@ pkgs.fswatch pkgs.pandoc pkgs.pandoc-lua-filters + pkgs.texlive.combined.scheme-small ]; shellHook = '' # Fix the location of the lua filters, so we can refer to it explicitly. From ad6121515031e3136ffce0eb79a34fcfbd0a1552 Mon Sep 17 00:00:00 2001 From: silky Date: Fri, 1 Sep 2023 20:54:04 +0100 Subject: [PATCH 4/4] 80% done --- constitution/constitution.md | 126 ++++++++++++++++++++++++++++++++++- 1 file changed, 124 insertions(+), 2 deletions(-) diff --git a/constitution/constitution.md b/constitution/constitution.md index 7834403..be12a60 100644 --- a/constitution/constitution.md +++ b/constitution/constitution.md @@ -19,7 +19,7 @@ author: SVCO Model SCIO Constitution (single-tier) | Miscellaneous | winding up, alterations to the constitution, interpretation | 109-114 -# GENERAL +# General ## Type of Organisation @@ -100,7 +100,7 @@ author: SVCO Model SCIO Constitution (single-tier) charity trustees in their capacity as members of the organisation. -# BOARD +# Board ## Number of charity trustees @@ -518,6 +518,8 @@ interest in that matter. 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 + 66. This constitution imposes certain requirements regarding the use of audio and/or audio-visual links as a means of participation and voting at board meetings; providing the arrangements made by the board in relation to a @@ -547,6 +549,126 @@ a resolution is passed. ## Board resolutions agreed in writing or by email +67. A resolution agree to in writing (or by email) by a majority of the + charity trustees then in office shall (subject to clause 68 and 69) be as + valid as if duly passed at a board meeting. + +68. A resolution under clause 67 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 69. + +69. If a resolution is circulated to the charity trustees under clause 68, 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: + +a. the secretary must convene a board meeting accordingly, and on the basis +that it will take place as soon as reasonably possible; + +b. the resolution cannot be treated as valid under clause 67 unless and until +that board meeting has taken place; + +c. 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 + +70. 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 under clause 67. + +71. The minutes to be kept under clause 70 must include the names of those + present; and (so far as possible) should be signed by the chairperson of + the meeting. + +72. The records of resolutions kept under clause 70 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 + organisation. + + +# Decision-making by the charity trustees - in their capacity as members + +75. For certain purposes of the Scottish Charities Act, the charity trustees + make decisions in their capacity as members of the organisation, rather + than as a board; the provisions of clauses 76 to 100 relate to those + situations. + +## Annual general meetings + + +76. The board must convene a meeting of the charity trustees - in their + capacity as members of the organisation - in each calendar year; that + meeting will be called an annual general meeting or "AGM". + +77. The gap between one AGM and the next must not be longer than 15 months. + +78. Notwithstanding clause 76, 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. + +79. The business of each AGM must include: + +a. a report by the chair on the activities of the organisation; and + +b. consideration of the future strategy for the organisation, including a +review of key risks and opportunities. + +80. The board may convene any other meeting of the charity trustees - in their + capacity as members of the organisation - at any time. + +## Notice of members' meetings + +81. At least 14 clear days' notice must be given of any AGM or any other + members' meeting. + +82. The notice calling a members' meeting must specify in general terms what + business is to be dealt with at the meeting; and + +a. in the case of any resolution falling within clause 90 (requirement for +two-thirds majority) must set out the exact terms of the resolution; and + +b. in the case of a resolution to alter the constitution, must set out the +exact terms of the proposed alteration(s). + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +