Stonehouse Jubilee Club

             1.

TYPE OF ORGANISATION

The organisation will, upon registration, be a Scottish Charitable

Incorporated Organisation (SCIO).

             2.

             3    

              4

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              9

SCOTTISH PRINCIPAL OFFICE

The principal office of the organisation will be in Scotland and will remain

In Scotland.

NAME

The name of the organisation is Stonehouse Jubilee Club SCIO.

PURPOSES

The organisation’s purposes are:

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1.    To provide stimulating activities for its members and guests;

     4.2   To provide social interaction among members, guests and other

   clubs;

     4.3   To provide information and signpost members and guests to other  

             agencies where they may secure the information they require;

     4.4   To improve the quality of life and enhance the self- esteem of its                   members and guests.

POWERS

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

purposes or is conducive or incidental to doing so.

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

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

The members and charity trustees have certain legal duties under the

Charities and Trustee Investment (Scotland) Act 2005; and clause 7 does not exclude (or limit) any personal liabilities they might incur if they are in breach

of those duties or in breach of other legal obligations or duties that apply to

them personally.

GENERAL STRUCTURE

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; in particular, the members appoint people to

            serve on the board and take decisions on changes to the constitution

            itself.

    9.2   The BOARD – who hold regular meetings, and  generally control the

            activities of the organisation; for example, the board is responsible for

            monitoring and controlling the financial position of  the organisation.

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

            as CHARITY TRUSTEES..

MEMBERS

Qualifications for membership

11    Membership is open to any individual aged 16 or over who resides in

       Stonehouse, or its environs, and is a supporter of the organisation.

12   Employees of the organisation are not eligible for membership.

 Application for membership

13   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.

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

      membership.

15   The board must notify each applicant promptly (in writing or by

       e-mail) of its decision on whether or not to admit him/her to

       membership.

     Membership subscription

16  All members shall pay such subscriptions as the Board may from time to time decide.

     Register of members

 17  The board must keep a register of members, setting out

  17.1.   for each current member:

       17.1.1       his/her full name and address; and

       17.1.2       the date on which he/she was registered as a member of

                        the  organisation.

          17.2    For each former member – for at least six years from the date

             he/she ceased to be a member:-

        17.2.1       his/her name; and

        17.2.2       the date on which he/she ceased to be a member

18    The board must ensure that the register of members is updated

           within 28 days of any change:-

  18.1   which arises from a resolution of the board or a resolution

            passed by the members of the organisation; or

  18.2    which is notified to the organisation.

19     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 him/her 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.

20     Withdrawal from membership

         Any person who wants to withdraw from membership must give a

        written notice of withdrawal to the organisation, signed by him/her;

        he/she will cease to be a member as from the time when the notice is

        received by the organisation..

21    Transfer of membership

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

22    Re-registration of members

        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.

23    If a member fails to provide confirmation to the board (in writing or by

        e-mail) that he/she wishes to remain as a member of the organisation

        before the expiry of the 28-day period referred to in clause 22, the board

        may expel him/her from membership.

24    A notice under clause 22 will not be valid unless it refers specifically to

        the consequences (under clause 23) of failing to provide confirmation

        within the 28-day period.

25    Expulsion from membership

        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:-

             25.1   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.

             25.2   the member concerned will be entitled to be heard on the

                       resolution at the members’ meeting at which the resolution

                       is proposed.

DECISION-MAKING BY THE MEMBERS

Members’ meetings

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 61.

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      in 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

         proceeding  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

                    him/her to the organisation; or

       37.2      sent by e-mail to the member, at the e-mail address last

                    notified by him/her 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 10 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 –

          with the exception of 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 article 25

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

                directing the board not to take any particular 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 of the organisation’s property, rights

                and liabilities should be transferred to another SCIO (or agreeing to

                the transfer from another SCIO of all of its property, rights and

                liabilities).

      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 he/she 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.

     Minutes

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 96.)

      BOARD

     Number of charity trustees

53     The maximum number of charity trustees is 8

54     The minimum number of charity trustees is 4

     Eligibility

55     A person will not be eligible for election or appointment to the board

         unless he/she is a member of the organisation.

56     A person will not be eligible for election or appointment to the board if

         he/she is:

      56.1      disqualified from being a charity trustee under the Charities and

                   Trustee Investment (Scotland) Act 2005; or

      56.2      an employee of the organisation.

Initial charity trustees

57     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 club.

Election, retiral, re-election

58     At each AGM, the members may elect any member (unless he/she is

         debarred from membership under clause 55) to be a charity trustee.

59    The board may at any time appoint any member (unless he/she is

        debarred under clause 55) to be a charity trustee

60    At each AGM all of the charity trustees must retire from office –

        but may then be re-elected under clause 58

.

61    A charity trustee retiring at an AGM will be deemed to have been re-

        elected unless:-

             61.1     he/she advises the board prior to the conclusion of the AGM

                         that he/she does not wish to be re-appointed as a charity

                        trustee; or

           61.2      an election process was held at the AGM and he/she was not

                         among those elected/re-elected through that process, or

            61.3      a resolution for the re-election of that charity trustee was put to

                          the AGM and was not carried.

  Termination of office

62        A charity trustee will automatically cease to hold office if:

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           62.1     he/she becomes disqualified from being a charity trustee

                       under the Charities and Trustee Investment (Scotland) Act 2005;

           62.2     he/she becomes incapable for medical reasons of carrying out

                       his/her duties as a charity trustee – but only if that has continued

                        (or is expected to continue) for a period of more than six months;

           62.3    he/she ceases to be a member of the organisation;

           62.4    he/she becomes an employee of the organisation.

           62.5    he/she gives the organisation a notice of resignation, signed by

                      him/her

            62.6    he/she is absent (without good reason, in the opinion of the

                      board) from more than three consecutive meetings of the board  

                      but only if the board resolves to remove him/her from office.

           62.7    he/she is removed from office by resolution of the board on the

                         grounds that he/she is considered to have committed a material

                        breach of the code of conduct for charity trustee (as referred to

                       in clause 79);

            62.8     he/she is removed from office by resolution of the board on the

                       grounds that he/she is considered to have been in serious or

                       persistent breach of his/her duties under section 66(1) or (2) of

                       the Charities & Trustee Investment (Scotland) Act 2005, or

            62.9    he/she is removed from office by a resolution of the members

                       passed at a members’ meeting

63      A resolution under paragraph 62.7, 62.8 or 62.9 shall be valid only if:-

       63.1    the charity trustee who is the subject of the resolution is given

                  reasonable prior written notice of the grounds upon which the

                  resolution for his/her removal is to be proposed.

       63.2    the charity trustee concerned is given the opportunity to address

                  the meeting at which the resolution is proposed, prior to the

                  resolution being put to the vote; and

       63.3    (in the case of a resolution under paragraph 62.7 or 62.8) at least

                  two-thirds (to the nearest round number) of the charity trustees

                  then in office vote in favour of the resolution.

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

      64.1     for each current charity trustee:

           64.1.1     his/her full name and address

           64.1.2     the date on which he/she was appointed as a charity

                          trustee; and

           64.1.3     any office held by him/her in the organisation.

      64.2     for each former charity trustee – for at least 6 years from the

                  date on which he/she ceased to be a charity trustee:

           64.2.1     the name of the charity trustee

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

           64.2.3     the date on which he/she ceased to be a charity trustee.

65      The board must ensure that the register of charity trustees is updated

          within 28 days of any change:

           65.1   which arises from a resolution of the board or a resolution

                     passed by the members of the organisation; or

           65.2   which is notified to the organisation.

66      If any person requests a copy of the register of charity trustee, the board

          must ensure that a copy is supplied to him/her within 28 days, providing

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

          a charity trustee of the organisation, the board may provide a copy which

          has the addresses blanked out – if the SCIO is satisfied that including

          that information is likely to jeopardise the safety or security of any person

          or premises.

 Office-bearers

67       The charity trustees must elect (from among themselves) a chair, a

           treasurer and a secretary

68       In addition to the office-bearers required under clause 67, the

           charity trustees may elect (from among themselves) further

            office-bearers if they consider that appropriate.

69       All of the office-bearers will cease to hold office at the conclusion of

            each AGM, but may then be re-elected under Clause 67 or 68.

70        A person elected to any office will automatically cease to hold that

             office:-

             70.1      If he/she ceases to be a charity trustee; or

             70.2      If he/she gives to the organisation a notice of resignation from

                         that office, signed by him/her.

Powers of board

71      Except where this constitution states otherwise, the organisation (and

          its assets and operations) will be managed by the board; and the board

          may exercise all the powers of the organisation.

72      A meeting of the board at which a quorum is present may exercise all

          powers exercisable by the board.

73      The members may, by way of a resolution passed in compliance with

          clause 45 (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

74       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:-

            74.1    seek, in good faith, to ensure that the organisation acts in a

                      manner which is in accordance with its purposes;

            74.2    act with the care and diligence which it is reasonable to expect of

                      a person who is managing the affairs of another person;

           74.3    in circumstances giving rise to the possibility of a conflict of

                      interest between the organisation and any other party:-

                     74.3.1  put the interests of the organisation before that of the

                                 other party

                     74.3.2  where any other duty prevents him/her from doing so,

                                 disclose  the conflicting interest to the organisation and

                                 refrain from participating  in any deliberation or decision of

                                 the other charity trustees with regard to the matter in  

                                 question;

           74.4     ensure that the organisation complies with any direction,

                       requirement,  notice or duty imposed under or by virtue of

                       the Charities and Trustee Investment (Scotland) Act 2005.

75       In addition to the duties outlined in clause 74 all of the charity trustees

           must  take such steps as are reasonably practicable for the purpose of

           ensuring:-

             75.1     that any breach of any of those duties by a charity trustee  is

                        corrected by the charity trustee concerned and not repeated

            75.2     and  that any trustee who has been in serious and persistent

                        breach of those duties is removed as a trustee.

76          Provided he/she has declared his/her interest – and has not voted on

              the question of whether or not the organisation should enter into the

              arrangement – a charity trustee will not be debarred from entering into

              an arrangement with the organisation in which he/she has a personal

              interest, and (subject to clause 77 and to the provisions relating to

              remuneration for services contained in the Charities and Trustee

              Investment (Scotland) Act 2005) he/she may retain any personal

              benefit which arises from that arrangement.

77           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 his/her duties as a

              charity trustee.

78           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

79           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.

80           The code of conduct referred to in clause 79 shall be supplemental to

              the provisions relating to the conduct of charity trustees contained in

              this constitution and the duties imposed on charity trustees under the

              Charities and Trustee Investment (Scotland) Act 2005; and all relevant

              provisions of this constitution shall be interpreted and applied in

              accordance with the provisions of the code of conduct in force from

              time to time.

DECISION-MAKING BY THE CHARITY TRUSTEES

 Notice of board meetings

81            Any charity trustee may call a meeting of the board or ask the

               secretary to call a meeting of the board.

82            At least 7 days notice must be given of each board meeting, unless

              (in the opinion of the person calling the meeting) there is a degree of

              urgency which makes that inappropriate.

Procedure at board meetings

83         No valid decisions can be taken at a board meeting unless a quorum is

             present; the quorum for board meetings is 4 charity trustees, present in

  person.

84          If at any time the number of charity trustees in office falls below the

             number stated as the quorum in clause 83, 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.

85           The chair of the organisation should act as chairperson of each board

              meeting.

86           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.

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

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

89         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.

90          The board may, at its discretion, allow any person to attend and speak

             at a board meeting notwithstanding that he/she is not a charity trustee

          – but on the basis that he/she must not participate in decision-making.

91          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

            he/she has a personal interest or duty which conflicts (or may conflict)

            with the interests of the organisation; he/she must withdraw from the

           meeting while an item of that nature is being dealt with.

92        For the purpose of clause 91:-

                92.1   An interest held by an individual who is “connected” with the  

                          charity trustee under section 68(2) of the Charities and Trustee

                          Investment (Scotland) Act 2005  (husband/wife, partner, child

                          parent, brother/sister etc) shall be deemed to be held by that

                          charity trustee.

                 92.2   a charity trustee will be deemed to have a personal interest in   

                          relation to a particular matter if a body in relation to which

                          he/she is an employee, director, member of the management

                          committee, officer or elected representative has an interest in

                          that matter.

Minutes

93      The board must ensure that proper minutes are kept in relation to all

          board meetings and meetings of sub-committees.

94      The minutes to be kept under clause 93 must include the names of those

          present; and (so far as possible) should be signed by the chairperson of

          the meeting.

95      (The board shall (subject to clause 96) make available copies of the

          minutes referred to in clause 93 to any member of the public requesting

          them.)

96      (The board may exclude from any copy minutes made available to a

          member of the public under clause 95 any material which the board

         considers ought properly to be kept confidential – on the grounds that

         allowing access to such material could cause significant prejudice to the

         interests of the organisation or on the basis that the material contains

         reference to an employee or other matters which it would be

         inappropriate to divulge

Signatures:

Full Names &

 Addresses:

Positions

Date: