Constitutional Documents
CONSTITUTION
of
Greener Orkney [SCIO]
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, reregistration,
expulsion, termination
clauses 11 - 27
DECISION-MAKING BY
THE MEMBERS
members’ meetings, power to request
members’ meeting, notice, procedure at
members’ meetings, voting at members’
meetings, written resolutions, minutes
clauses 28 -
54
BOARD (CHARITY
TRUSTEES)
number, eligibility, election/ retiral/reelection,
termination of office, register of
charity trustees, office bearers, powers,
general duties, code of conduct
clauses 55 -
84
DECISION-MAKING BY
THE CHARITY
TRUSTEES
notice, procedure at board meetings,
minutes
clauses 85 -
100
ADMINISTRATION sub-committees, operation of accounts,
accounting records and annual accounts
clauses 101 -
109
MISCELLANEOUS winding up, alterations to the
constitution, interpretation
clauses 110 -
115
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 “Greener Orkney [SCIO]”.
Purposes
4. The organisation’s purposes are:
4.1. The advancement of environmental protection by reducing Orkney’s carbon footprint
and raising awareness of climate change among the community.
4.2. The advancement of education by presenting workshops, lectures and lessons on a
range of environmental matters to improve the community’s knowledge of climate
change and how they can make a difference.
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 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.
General structure
9. The structure of the organisation consists of:-
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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 living in Orkney, or any
organisation located in Orkney which has an interest in the work of the Group.
12. Employees of the organisation are not eligible for membership.
Application for membership
13. Any person, or group, 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, or group, 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 them to membership.
16. Organisations wishing to become members, and whose membership has been
approved by the Board, can appoint one representative to attend Members’
Meetings.
Membership subscription
17. No membership subscription will be payable.
Register of members
18. The board must keep a register of members, setting out
18.1. for each current member:
18.1.1.their full name and address; and
18.1.2.the date on which they were registered as a member of the
organisation;
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18.2. for each former member - for at least six years from the date on which they
ceased to be a member:
18.2.1.their name; and
18.2.2.the date on which they ceased to be a member.
19. The board must ensure that the register of members is updated within 28 days of
any change:
19.1. which arises from a resolution of the board or a resolution passed by the
members of the organisation; or
19.2. which is notified to the organisation.
20. 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
21. Any person who wants to withdraw from membership must give a written 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
22. Membership of the organisation may not be transferred by a member.
Re-registration of members
23. 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.
24. 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 23, the board may expel them from membership.
25. A notice under clause 23 will not be valid unless it refers specifically to the
consequences (under clause 24) of failing to provide confirmation within the 28-day
period.
Expulsion from membership
26. 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:-
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26.1. 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;
26.2. the member concerned will be entitled to be heard on the resolution at the
members' meeting at which the resolution is proposed.
Termination
27. Membership of the organisation will terminate on death.
DECISION-MAKING BY THE MEMBERS
Members’ meetings
28. The board must arrange a meeting of members (an annual general meeting or
"AGM") in each calendar year.
29. The gap between one AGM and the next must not be longer than 15 months.
30. Notwithstanding clause 28, 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.
31. The business of each AGM must include:-
31.1. a report by the chair on the activities of the organisation;
31.2. consideration of the annual accounts of the organisation;
31.3. the election/re-election of charity trustees, as referred to in clauses 60 to 63.
32. The board may arrange a special members' meeting at any time.
Power to request the board to arrange a special members’ meeting
33. 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:
33.1. the notice states the purposes for which the meeting is to be held; and
33.2. those purposes are not inconsistent with the terms of this constitution, the
Charities and Trustee (Investment) Scotland Act 2005 or any other statutory
provision.
34. If the board receive a notice under clause 33, 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
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35. At least 14 clear days’ notice must be given of any AGM or any special members'
meeting.
36. The notice calling a members' meeting must specify in general terms what business
is to be dealt with at the meeting; and
36.1. in the case of a resolution to alter the constitution, must set out the exact
terms of the proposed alteration(s); or
36.2. in the case of any other resolution falling within clause 46 (requirement for
two-thirds majority) must set out the exact terms of the resolution.
37. The reference to “clear days” in clause 34 shall be taken to mean that, in calculating
the period of notice,
37.1. the day after the notices are posted (or sent by e-mail) should be excluded;
and
37.2. the day of the meeting itself should also be excluded.
38. 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.
39. Any notice which requires to be given to a member under this constitution must be: -
39.1. sent by post to the member, at the address last notified by them to the
organisation; or
39.2. sent by e-mail to the member, at the e-mail address last notified by them to
the organisation.
Procedure at members’ meetings
40. No valid decisions can be taken at any members' meeting unless a quorum is
present.
41. The quorum for a members' meeting is 7 members, present in person.
42. 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.
43. The chair of the organisation should act as chairperson of each members' meeting.
44. 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.
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Voting at members’ meetings
45. Every member has one vote, which must be given personally.
46. All decisions at members' meetings will be made by majority vote - with the
exception of the types of resolution listed in clause 47.
47. 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 51):
47.1. a resolution amending the constitution;
47.2. a resolution expelling a person from membership under clause 26;
47.3. a resolution directing the board to take any particular step (or directing the
board not to take any particular step);
47.4. 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);
47.5. 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);
47.6. a resolution for the winding up or dissolution of the organisation.
48. 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.
49. 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.
50. 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
51. 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
52. The board must ensure that proper minutes are kept in relation to all members'
meetings.
53. 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.
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54. The board shall make available copies of the minutes referred to in clause 52 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 100.
BOARD
Number of charity trustees
55. The maximum number of charity trustees is 15; out of that:
55.1.no more than 12 shall be charity trustees who were elected/appointed under
clauses 60 and 61 (or deemed to have been appointed under clause 59); and
55.2.no more than 3 shall be charity trustees who were co-opted under the
provisions of clauses 64 and 65.
56. The minimum number of charity trustees is 8.
Eligibility
57. A person shall not be eligible for election/appointment to the board under clauses 59
to 62 unless they are a member of the organisation; a person appointed to the board
under clause 64 need not, however, be a member of the organisation.
58. A person will not be eligible for election or appointment to the board if they are: -
58.1. disqualified from being a charity trustee under the Charities and Trustee
Investment (Scotland) Act 2005; or
58.2. an employee of the organisation.
Initial charity trustees
59. 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.
Election, retiral, re-election
60. At each AGM, the members may elect any member (unless they are debarred from
membership under clause 58) to be a charity trustee.
61. The board may at any time appoint any member (unless they are debarred from
membership under clause 58) to be a charity trustee.
62. At each AGM, all of the charity trustees elected/appointed under clauses 60 and 61
(and, in the case of the first AGM, those deemed to have been appointed under
clause 59) shall retire from office – but shall then be eligible for re-election under
clause 60.
63. A charity trustee retiring at an AGM will be deemed to have been re-elected unless: -
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63.1. they advise the board prior to the conclusion of the AGM that they do not wish
to be re-appointed as a charity trustee; or
63.2. an election process was held at the AGM and they were not among those
elected/re-elected through that process; or
63.3. a resolution for the re-election of that charity trustee was put to the AGM and
was not carried.
Appointment/re-appointment of co-opted charity trustees
64. In addition to their powers under clause 61, the board may at any time appoint any
non-member of the organisation to be a charity trustee (subject to clause 55, and
providing they are not debarred from membership under clause 58) either on the
basis that they have been nominated by a body with which the organisation has
close contact in the course of its activities or on the basis that they have specialist
experience and/or skills which could be of assistance to the board.
65. At each AGM, all of the charity trustees appointed under clause 64 shall retire from
office – but shall then be eligible for re-appointment under that clause.
Termination of office
66. A charity trustee will automatically cease to hold office if: -
66.1. they become disqualified from being a charity trustee under the Charities and
Trustee Investment (Scotland) Act 2005;
66.2. 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;
66.3. (in the case of a charity trustee elected/appointed under clauses 59 to 63 they
cease to be a member of the organisation;
66.4. they become an employee of the organisation;
66.5. they give the organisation a notice of resignation, signed by them;
66.6. they are 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 them from office;
66.7. they are removed from office by resolution of the board on the grounds that
they are considered to have committed a material breach of the code of
conduct for charity trustees (as referred to in clause 83);
66.8. 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 Charities and Trustee Investment
(Scotland) Act 2005; or
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66.9. they are removed from office by a resolution of the members passed at a
members’ meeting.
67. A resolution under paragraph 66.7, 66.8 or 66.9 shall be valid only if: -
67.1. the charity trustee who is the subject of the resolution is given reasonable
prior written notice of the grounds upon which the resolution for their removal
is to be proposed;
67.2. 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
67.3. (in the case of a resolution under paragraph 66.7 or 66.8) 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
68. The board must keep a register of charity trustees, setting out
68.1. for each current charity trustee:
68.1.1.their full name and address;
68.1.2.the date on which they were appointed as a charity trustee; and
68.1.3.any office held by them in the organisation;
68.2. for each former charity trustee - for at least 6 years from the date on which
they ceased to be a charity trustee:
68.2.1.the name of the charity trustee;
68.2.2.any office held by them in the organisation; and
68.2.3.the date on which they ceased to be a charity trustee.
69. The board must ensure that the register of charity trustees is updated within 28 days
of any change:
69.1. which arises from a resolution of the board or a resolution passed by the
members of the organisation; or
69.2. which is notified to the organisation.
70. 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
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
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71. The charity trustees must elect (from among themselves) a chair, a treasurer and a
secretary.
72. In addition to the office-bearers required under clause 71, the charity trustees may
elect (from among themselves) further office-bearers if they consider that
appropriate.
73. All of the office-bearers will cease to hold office at the conclusion of each AGM, but
may then be re-elected under clause 71 or 72.
74. A person elected to any office will automatically cease to hold that office: -
74.1. if they cease to be a charity trustee; or
74.2. if they give to the organisation a notice of resignation from that office, signed
by them.
Powers of board
75. 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.
76. A meeting of the board at which a quorum is present may exercise all powers
exercisable by the board.
77. The members may, by way of a resolution passed in compliance with clause 47
(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
78. 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:-
78.1. seek, in good faith, to ensure that the organisation acts in a manner which is
in accordance with its purposes;
78.2. act with the care and diligence which it is reasonable to expect of a person
who is managing the affairs of another person;
78.3. in circumstances giving rise to the possibility of a conflict of interest between
the organisation and any other party:
78.3.1.put the interests of the organisation before that of the other party;
78.3.2.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;
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78.4. 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.
79. In addition to the duties outlined in clause 78, all of the charity trustees must take
such steps as are reasonably practicable for the purpose of ensuring: -
79.1. that any breach of any of those duties by a charity trustee is corrected by the
charity trustee concerned and not repeated; and
79.2. that any trustee who has been in serious and persistent breach of those
duties is removed as a trustee.
80. 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; and (subject to clause 81 and to the provisions relating
to remuneration for services contained in the Charities and Trustee Investment
(Scotland) Act 2005), they may retain any personal benefit which arises from that
arrangement.
81. 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.
82. 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
83. 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.
84. The code of conduct referred to in clause 83 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
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DECISION-MAKING BY THE CHARITY TRUSTEES
Notice of board meetings
85. Any charity trustee may call a meeting of the board or ask the secretary to call a
meeting of the board.
86. 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
87. No valid decisions can be taken at a board meeting unless a quorum is present; the
quorum for board meetings is 5 charity trustees, present in person.
88. If at any time the number of charity trustees in office falls below the number stated as
the quorum in clause 87, 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.
89. The chair of the organisation should act as chairperson of each board meeting.
90. 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.
91. Every charity trustee has one vote, which must be given personally.
92. All decisions at board meetings will be made by majority vote.
93. 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.
94. The board may, at its discretion, allow any person to attend 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.
95. A charity trustee must not vote at a board meeting (or at a meeting of a subcommittee)
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.
96. For the purposes of clause 95: -
96.1. 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;
96.2. a charity trustee will be deemed to have a personal interest in relation to a
particular matter if a body in relation to which they are an employee, director,
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member of the management committee, officer or elected representative has
an interest in that matter.
Minutes
97. The board must ensure that proper minutes are kept in relation to all board meetings
and meetings of sub-committees.
98. The minutes to be kept under clause 97 must include the names of those present;
and (so far as possible) should be signed by the chairperson of the meeting.
99. The board shall (subject to clause 100) make available copies of the minutes
referred to in clause 97 to any member of the public requesting them.
100. The board may exclude from any copy minutes made available to a member of the
public under clause 99 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 employee or other matters which it would be
inappropriate to divulge.
ADMINISTRATION
Delegation to sub-committees
101. 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.
102. The board may also delegate to the chair of the organisation (or the holder of any
other post) such of their powers as they may consider appropriate.
103. When delegating powers under clause 101 or 102, the board must set out
appropriate conditions (which must include an obligation to report regularly to the
board).
104. Any delegation of powers under clause 101 or 102 may be revoked or altered by the
board at any time.
105. 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
106. Subject to clause 107, the signatures of two out of three signatories appointed by the
board will be required in relation to all operations (other than the lodging of funds) on
the bank and building society accounts held by the organisation; at least one out of
the two signatures must be the signature of a charity trustee.
107. Where the organisation uses electronic facilities for the operation of any bank or
building society account, the authorisations required for operations on that account
must be consistent with the approach reflected in clause 106.
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Accounting records and annual accounts
108. The board must ensure that proper accounting records are kept, in accordance with
all applicable statutory requirements.
109. The board must prepare annual accounts, complying with all relevant statutory
requirements; 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.
MISCELLANEOUS
Winding-up
110. If the organisation 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
Charities and Trustee Investment (Scotland) Act 2005.
111. Any surplus assets available to the organisation 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 organisation as set out in this constitution.
Alterations to the constitution
112. This constitution may (subject to clause 113) be altered by resolution of the
members passed at a members’ meeting (subject to achieving the two thirds majority
referred to in clause 47) or by way of a written resolution of the members.
113. The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain
steps (eg change of name, an alteration to the purposes, amalgamation, winding-up)
without the consent of the Office of the Scottish Charity Regulator (OSCR).
Interpretation
114. References in this constitution to the Charities and Trustee Investment (Scotland) Act
2005 should be taken to include: -
114.1. any statutory provision which adds to, modifies or replaces that Act; and
114.2. any statutory instrument issued in pursuance of that Act or in pursuance of
any statutory provision falling under paragraph 113.1 above.
115. In this constitution: -
115.1. “charity” means a body which is either a “Scottish charity” within the meaning
of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a
“charity” within the meaning of section 1 of the Charities Act 2011, providing
(in either case) that its objects are limited to charitable purposes;
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115.2. “charitable purpose” means a charitable purpose under section 7 of the
Charities and Trustee Investment (Scotland) Act 2005 which is also regarded
as a charitable purpose in relation to the application of the Taxes Acts.
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