A Scottish Charitable Incorporated Organisation
in terms of the
Charities and Trustee Investment (Scotland) Act 2005
Constitution
of
The Highland Cattle Society SCIO
established on 12 July 2021
Scottish Charity Number SC051114
J & H Mitchell, WS
Pitlochry and Aberfeldy
1. Name and Principal Office
1.1 The name of the Scottish Charitable Incorporated Organisation is “The Highland Cattle Society SCIO” (“the SCIO”).
1.2 The Principal Office of the SCIO is situated in Scotland.
2. Definitions
2.1 The definitions and meanings specified in this Clause shall apply throughout this Constitution and any Schedule hereto, as follows:
AMM The Annual Members’ Meeting.
Applicants Those first members of the SCIO who are the individuals who make the Application to OSCR under section 54(1) of the Charities Act.
Board The Board of Trustees of which all Trustees are members.
Charitable Purposes As described in Clause 3 on the basis that these fall within section 7 of the Charities Act and are also regarded as charitable in relation to the application of the Taxes Acts.
Charities Act The Charities and Trustee Investment (Scotland) Act 2005 and every statutory modification and re-enactment thereof for the time being in force.
Charity A body on the Scottish Charity Register which is also regarded as a charity in relation to the application of the Taxes Acts.
Clause(s) Clause(s) of this Constitution.
Constitution This Constitution, and any ancillary regulations thereunder, in force from time to time.
Electronic Members’ Meeting As described at Clause 6.1.3.
EMM An Extraordinary Members’ Meeting, and any Members’ Meeting which is not an AMM.
Full Members The Annual Members, the Life Members and the Honorary Members as described in Clause 5.1.
In writing Written, printed or lithographed, or partly one and partly another, and other modes of representing or producing words in a visible and non-transitory (albeit electronically-based) form.
Law Society of Scotland Means the Law Society of Scotland, having their principal address at Atria One, 144 Morrison Street, Edinburgh EH3 8EX and their successors.
Members All members of the SCIO (references to Annual Members, Life Members, Junior Members, Associate Members and Honorary Members having the specific meanings ascribed respectively to them in Clause 5).
Members’ Meetings Any AMM or EMM of the SCIO.
Month Calendar month.
Organisation Any body corporate, unincorporated association, society, federation, authority, agency, union, co-operative, trust, partnership, or other organisation (not being an individual person).
OSCR The Office of the Scottish Charity Regulator.
Property Any property, assets or rights, heritable or moveable, wherever situated in the world.
Signed Where a document or information sent or supplied (a) in hard copy form it is signed by bearing the signature of the person sending or supplying it; or (b) in electronic form it is signed if the identity of the sender is confirmed in a manner specified by the SCIO or, where no such manner has been specified by the SCIO, if it is accompanied by a statement of the identity of the sender and the SCIO has no reason to doubt the truth of that statement.
SCIO The Highland Cattle Society SCIO
Trustee(s) The Charity Trustees for the time being of the SCIO.
Unincorporated Association The Unincorporated Association known as Highland Cattle Society, Scottish Charity Number SC013974, having its principal office at Stirling Agricultural Centre, Stirling FK9 4RN.
2.2 Words importing the singular number only shall include the plural number, and vice versa.
2.3 Any words or expressions defined in the Charities Act shall, if not inconsistent with the subject or context, bear the same meanings in the Constitution.
2.4 Any Schedule to this Constitution is deemed to form an integral part hereof.
3. Charitable Purposes and Powers
3.1 The Charitable Purposes of the SCIO ("the Charitable Purposes") are:
3.1.1 To advance heritage and culture by preserving and safeguarding the Highland Cattle Breed and ensure its sustainable continuance as an important icon of rural Scotland's heritage.
3.1.2 To apply, assist and facilitate the advancement of science in all aspects of breeding management and husbandry of Highland Cattle.
3.1.3 To advance animal welfare by promoting and advancing the physical and mental wellbeing of Highland Cattle and the prevention of suffering and illness.
3.1.4 To advance environmental protection and improvement by promoting, advising on and facilitating the unique advantages of Highland Cattle in the preservation and conservation of the natural environment and its wildlife habitats and to furthering the cattle management in meeting the challenges of climate change.
3.1.5 To advance education by promoting, encouraging, and organising the development of individual skills, capabilities and understanding in all aspects of Highland Cattle management and breeding amongst stockmen, owners, breeders and the general public.
3.2 In terms of section 50(5) of the Charities Act, the SCIO shall have power to do anything which is calculated to further the Charitable Purposes or is conducive or incidental to doing so. Without prejudice to the foregoing generality, the SCIO shall also have the powers, only in furtherance of its Charitable Purposes, as expressed in the Schedule annexed to the Constitution.
4. General Structure of the SCIO
The structure of the SCIO comprises:
4.1 Members - who have the right to attend the AMM (and any Members’ Meeting), the Full Members having important powers under this Constitution and the Charities Act, particularly in electing people to serve as Trustees and taking decisions in relation to any changes to this Constitution; and
4.2 Trustees - who hold regular meetings between each AMM, set the strategy and policy of the SCIO, generally control and supervise the activities of the SCIO and, in particular, are responsible for monitoring its financial position and, where there are no employees or managers employed and in post, are responsible also for the day-to-day management of the SCIO.
5. Membership
5.1 Members
5.1.1 The members of the SCIO shall consist of the Applicants together with the existing members of the Unincorporated Association and such other persons who are admitted to membership in terms of this Clause 5, and for the avoidance of doubt;
(i) the existing Annual Members of the Unincorporated Association will become Annual Members of the SCIO, as detailed at Clause 5.1.2 (a)(i);
(ii) the existing Life Members of the Unincorporated Association will become Life Members of the SCIO, as detailed at Clause 5.1.2 (a)(ii);
(iii) the existing Honorary Members of the Unincorporated Association will become the Honorary Members of the SCIO, as detailed at Clause 5.1.2 (a)(iii);
(iv) the existing Junior Members of the Unincorporated Association will become the Junior Members of the SCIO, as detailed at Clause 5.1.2(b); and
(v) the existing Associate Members of the Unincorporated Association will become the Associate Members of the SCIO, as detailed at Clause 5.1.2 (c).
5.1.2 Membership shall be open to:
(a) Full Members, who are entitled to vote at any Members’ Meeting, register a fold name and register Highland Cattle with the SCIO, comprising:
(i) Annual Members: those individuals aged 18 or over who, or organisations which, support the Charitable Purposes, and apply and are accepted in terms of Clause 5.5 and who pay the relevant subscription;
(ii) Life Members: those individuals aged 18 or over who, or organisations which, support the Charitable Purposes, and apply and are accepted in terms of Clause 5.5 and who pay the relevant life subscription; and
(iii) Honorary Members: who may be proposed by the Board at an AMM in recognition of a significant contribution to the SCIO, or in the pursuit or promotion of its Charitable Purposes or, directly or indirectly, in any related field of interest to the SCIO, and if elected by the Full Members, be awarded Honorary Membership. An Honorary Member need not have been a member of the SCIO.
(b) Junior Members: those individuals aged under 18 who support the Charitable Purposes, who apply and are accepted in terms of Clause 5.5, and who pay the relevant junior subscription. Junior Members are entitled to register a fold name and register Highland Cattle with the SCIO. Junior Members are neither eligible to stand for election as a Trustee nor to vote at any Members’ Meeting.
(c) Associate Members: those individuals who, or organisations which, support the Charitable Purposes, and apply and are accepted in terms of Clause 5.5 and who pay the relevant associate subscription. Associate Members are not eligible to stand for election as a Trustee, vote at any Members’ Meeting or register a fold name or register Highland Cattle with the SCIO.
5.1.3 In the event of any decision being required as to the eligibility for membership, or appropriate category of membership, whether by new applicants or on a continuing basis by existing members, this shall be determined by the Board.
5.1.4 As confirmed in Clause 5.1.2(a), the Annual Members, the Life Members and the Honorary Members are together known as and comprise the Full Members.
5.2 Authorised Representatives of Organisations
5.2.1 Each member which is an organisation shall, within one month of admission to membership, appoint one named Authorised Representative and one named Depute. The Authorised Representative, whom failing the Depute, shall represent, act and vote for such member at all Members’ Meetings of the SCIO. The Depute may represent and act for such member only in the absence of the Authorised Representative.
5.2.2 Any change in the appointment of an Authorised Representative, and/or of a Depute, may be made at any time by the appointing member, but only by written notice served by the appointing member to the SCIO. Such notice will take effect in respect of any meeting taking place 48 hours or more after receipt of the notice to the SCIO to allow sufficient time for the appointing member to serve a copy of the notice to anyone named therein and to enable the SCIO to act upon such notification.
5.2.3 In the case of any dispute as to the correct Authorised Representative and/or Depute serving at any time, the matter will be settled by the Board in accordance with the most recent notice validly received by the SCIO.
5.3 Employees
Employees of the SCIO shall not be eligible for membership and may not act as Authorised Representative or Depute of one. A person who becomes an employee of the SCIO after admission to membership shall automatically cease to be a member or an Authorised Representative or Depute thereof.
5.4 Register of Members
5.4.1 The Board shall maintain a Register of Members, setting out the following details of each member, namely, name, address and date of registration as a member, and the relative category of membership, together where relevant with details of the Authorised Representative and Depute.
5.4.2 The Register will provide the following details of each former member for at least six years after cessation of membership, namely name, date of cessation of membership and category of membership.
5.4.3 If a member or Trustee requests the SCIO to provide a copy of its Register of Members they, if the request is reasonable in the Trustees’ judgement, are entitled to be given a copy within twenty-eight days. The SCIO may not charge for doing so. If the request is made by a member, the SCIO can omit the address of any or all of its members in its response to such a request.
5.5 Application for Membership
5.5.1 Any individual who, or organisation which, wishes to become a member of the SCIO must sign a written application for membership in the form prescribed, if any, by the Board from time to time and lodge it with the SCIO.
5.5.2 The Board shall consider such applications for membership promptly and shall inform each applicant whether they have been successful and, where relevant, in which category of membership they shall belong, the decision of the Board in these respects being final. The Board may, at its discretion, refuse to admit any individual or organisation to membership, except for reasons of gender, sexuality, race, religion or politics, and is not obliged to give reasons for doing so.
5.5.3 A successful application for membership will not become effective until payment of the appropriate membership subscription has been received.
5.6 Membership Subscriptions
5.6.1 Members shall be required to pay the appropriate membership subscription as determined by the SCIO, from time to time.
5.6.2 Only those members who have paid their current subscription (where these are fixed) are entitled to take part in and vote at any Members’ Meeting.
5.6.3 If the membership subscription payable by any member remains outstanding for more than three calendar months after the date on which it fell due (and providing the member in question has been given at least one written reminder), the Board may expel that member from membership.
5.6.4 An individual who, or organisation which, ceases (for whatever reason) to be a member, or is suspended from membership, shall not be entitled to any refund of membership subscription.
5.7 Cessation and suspension of Membership
Any member, or Authorised Representative or Depute thereof appointed in terms of Clause 5.2, may no longer serve as such in any one or more of the following events:
5.7.1 if by not less than 7 days’ prior notice in writing to the SCIO they resign their membership; or
5.7.2 if the terms of Clause 5.6.3 are invoked by the Board; or
5.7.3 if they become an employee of the SCIO; or
5.7.4 if, being an individual, they die; or
5.7.5 if, being an organisation, it goes into receivership, goes into liquidation, dissolves or otherwise ceases to exist; or
5.7.6 if they no longer fulfil the membership criteria within Clause 5.1; or
5.7.7 if the member acts in such a manner that is considered harmful to the SCIO, is considered to bring the reputation of the SCIO into disrepute, and/or is in material breach of any members’ code of conduct, such member either being suspended (for such period as the Trustees shall in their sole discretion decide) and/or removed from membership, by a resolution of the Trustees, providing that:
(a) such resolution is passed by a two-thirds majority of the Trustees present and voting at a Board Meeting, of which previous notice specifying the intention to propose such resolution and the grounds on which it is proposed shall have been sent to all Trustees, and also to the member whose membership is in question, such member being entitled to the heard at that meeting; and
(b) the Board must consider any representations made by the member (or the member’s representative) and inform the member of its decision following such consideration, the member may invoke a right of appeal in terms of Clause 5.8.
5.8 Appeal Process by a Member Facing Removal or Suspension
5.8.1 Where the Board decides in terms of Clause 5.7.7 to remove or suspend member from membership, such member (“the appellant”) may appeal the decision by intimating this in writing to the SCIO within 14 days of notice of removal or suspension from the Board, stating any reasons why the appellant considers that they should continue as a member (“the Appeal Notice”).
5.8.2 On receipt of the Appeal Notice, the Board shall promptly arrange for the decision to be reviewed by an independent party of professional standing (“the Independent Party”), whose determination shall be final and accepted by both the Board and the appellant. The Independent Party shall be nominated by the Law Society of Scotland.
5.8.3 The Independent Party shall be entitled to receive promptly all such information as they require necessary to review the decision.
5.8.4 The Independent Party shall determine that either;
(a) the decision to remove or suspend the appellant was incorrect and accordingly membership should be retained; or
(b) the decision to remove or suspend the appellant was correct and accordingly the appeal be refused and membership terminated forthwith.
5.8.5 In the event that the Independent Party determines that the decision to remove or suspend the appellant was correct in terms of clause 5.8.4(b), then the appellant shall be responsible for the fees and costs of the Independent Party, unless the Independent Party determines otherwise.
5.9 For the avoidance of doubt, all privileges and benefits of membership shall automatically cease on cessation or suspension of membership, and in the case of suspension shall do so for so long as the suspension shall remain in force, save that any Full Member under suspension shall nevertheless be permitted to offer pedigree Highland Cattle for sale at an official sale under the auspices of the SCIO.
5.10 Membership is neither transferable nor assignable to any other individual or organisation under any circumstance whatsoever, to include, for the avoidance of doubt, Life Membership.
5.11 The liability of members of the SCIO is limited and, upon the winding-up of the SCIO, the terms of Clause 20.4 apply.
6. Members’ Meetings
6.1 Convening a Members' Meeting
6.1.1 The Board shall convene one Members' Meeting as an AMM normally annually, and otherwise at least once in every fifteen month period.
6.1.2 A Members' Meeting may be held both physically and electronically, provided that, where two or more members are not in the same place as each other, they are all able to communicate together and vote thereat.
6.1.3 The Board may resolve to enable members and other persons entitled to attend a Members’ Meeting to do so by simultaneous attendance and participation on an electronic platform by electronic means (such meeting being an electronic Members’ Meeting), with no member necessarily in physical attendance at the electronic Members' Meeting. The Full Members present shall be counted in the quorum for, and entitled to vote at, the electronic Members’ Meeting in question, and the proceedings shall be valid if the person chairing the meeting is satisfied that adequate facilities are available throughout the electronic Members’ Meeting to ensure members attending who are not together in the same place may, by electronic means, attend, hear, speak and vote at it.
6.1.4 If it appears to the person chairing the meeting that the electronic platform, facilities or security at the electronic Members’ Meeting have become inadequate to allow members to attend, communicate together, hear, speak and vote at it then the person chairing the meeting may adjourn the Members’ Meeting to such time and place (or electronic platform) as may be fixed by the person chairing the meeting. All business conducted at the Members’ Meeting up to that time of the adjournment shall be valid.
6.1.5 If, after the sending of notice of a Members’ Meeting, in terms of Clause 6.4, but before the meeting is held, or after the adjournment of a Members’ Meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Board decides that it is impracticable or unreasonable, for a reason beyond its control, to hold the physical Members’ Meeting at the declared place or the electronic Members’ Meeting on the electronic platform specified in the notice, it may change the place or electronic platform and/or postpone the date and time at which the Members’ Meeting is to be held. In which case notice of the change or postponement will be communicated to the members no less than 7 days’ prior to the date of the original Members’ Meeting.
6.2 AMM Agenda
The business of each AMM shall include:
6.2.1 the report by the President on the activities of the SCIO;
6.2.2 the election of Trustees (where relevant);
6.2.3 the election of Honorary Members (where relevant);
6.2.4 the report of the independent financial examiner (or auditor where relevant);
6.2.5 receiving the annual accounts of the SCIO;
6.2.6 recommendations and remits from the Board; and
6.2.7 the appointment of the independent financial examiner (or auditor where relevant).
6.3 Convening an EMM
6.3.1 Any three or more Trustees (“the requisitionists”) may convene an EMM whenever they think fit.
6.3.2 The Board must convene an EMM within 28 days of a valid requisition. To be valid, such requisition must:
(a) be signed by not less than 10% of the Full Members;
(b) clearly state the objects of the meeting; and
(c) be deposited with the SCIO.
Such requisition may consist of several documents in like form each signed by one or more requisitionists.
6.3.3 Any such meeting convened in terms of this Clause shall not be an AMM.
6.4 Notice of Members’ Meetings
6.4.1 At least 14 clear days’ notice shall be given of every AMM and EMM.
6.4.2 The notice shall specify:
(a) whether the Members' Meeting shall be a physical or electronic Members’ Meeting;
(b) for a physical Members' Meeting, the place, the day and the hour of meeting;
(c) for an electronic Members' Meeting the time, date and electronic platform for the meeting, which electronic platform may vary from time to time and from meeting to meeting, as the Board in its sole discretion sees fit; and
(d) in the case of special business, the specific nature of that business.
6.4.3 The notice shall be sent, in the manner specified in Clause 17, to all members and to such persons or organisations as are under this Constitution entitled to receive such notices.
6.4.4 The accidental omission to give notice of a Members’ Meeting to, or the non-receipt of such notice by, any members, persons or organisations entitled to receive notice thereof shall not invalidate any resolution passed at or proceedings of any AMM or EMM.
6.5 Chair of Members’ Meetings
The President of the SCIO, whom failing the Vice-President of the SCIO (if any), shall act as the person chairing each Members’ Meeting. If neither the President nor the Vice-President is present and willing to act as the person chairing the meeting within 15 minutes after the time at which the Members’ Meeting in question was due to commence, the Trustees present shall elect from among themselves the Trustee who will act as the person chairing that meeting.
6.6 Quorum at Members’ Meetings
6.6.1 The quorum for a Members’ Meeting shall be 7.5% of the Full Members, present in person (or, if an organisation, via its Authorised Representative or Depute in terms of Clause 5.2). No business shall be dealt with at any Members’ Meeting, other than the appointment of the person chairing the meeting in terms of Clause 6.5, unless a quorum is present.
6.6.2 If a quorum is not present within 15 minutes after the time at which the Members’ Meeting was due to commence - or if, during a Members’ Meeting, a quorum ceases to be present - the Members’ Meeting shall stand adjourned to such time and place (or electronic platform) as may be fixed by the person chairing the meeting.
6.7 Voting at Members’ Meetings – General Provisions
6.7.1 The person chairing the meeting (see Clause 6.5) shall endeavour to achieve consensus wherever possible but, if necessary, questions arising shall be decided by being put to the vote.
6.7.2 Each Full Member of the SCIO is able to attend and speak at any Members’ Meeting and shall have one vote, to be exercised only in person (or, if an organisation, via its Authorised Representative or Depute in terms of Clause 5.2).
6.7.3 No member may appoint a proxy to attend and vote at a meeting in their stead (other than an Authorised Representative or Depute appointed in terms of Clause 5.2).
6.7.4 In the event of an equal number of votes for and against any resolution, the person chairing the meeting shall have a casting vote as well as any deliberative vote.
6.7.5 Each Junior Member and Associate Member is able to attend and speak at any Members’ Meeting but shall have no vote.
6.7.6 Where a Trustee does not have to be, or cannot be, a member of the SCIO, they may attend and speak at any Members’ Meeting, but in those circumstances may not vote thereat.
6.7.7 The person chairing the meeting may or may not in their sole discretion permit any other person or persons to attend a Members’ Meeting who otherwise has no right to do so, as an observer or observers. In that event, it shall be at the discretion of the person chairing the meeting whether any such observer may be invited to speak thereat.
6.7.8 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the person chairing the meeting whose decision shall be final and conclusive.
6.7.9 All resolutions put to a physical meeting shall be decided on a show of hands or by poll, determined by the Trustees from time to time.
6.7.10 All resolutions put to an electronic Members' Meeting shall be decided by poll, which poll votes may be cast by such electronic means as the Board in its sole discretion deems appropriate for the purposes of the electronic Members' Meeting.
6.8 Voting at Members’ Meetings – Special Resolutions
6.8.1 At any Members’ Meeting a resolution put to the vote of the meeting shall be voted upon by a simple majority of the Full Members who are present and voting thereon, except for decisions relating to any of the following Special Resolutions, which shall require to be decided upon by not less than two-thirds of the Full Members present and voting thereon (no account therefore being taken of members who abstain from voting or who are absent from the meeting), namely:
(a) to alter the name of the SCIO; or
(b) to amend the Charitable Purposes; or
(c) to amend this Constitution; or
(d) to wind up the SCIO in terms of Clause 20; or
(e) to amend the maximum number of Trustees in terms of Clause 7.4; or
(f) all other Special Resolutions.
7. The Board of Trustees
7.1 The strategy and affairs of the SCIO, including its policies, codes of conduct, codes of behaviour, Board Charter, policy for Trustees and Bye-Laws, shall be directed and managed by a Board of Trustees elected in terms of Clause 8. The Board may exercise all such powers of the SCIO, and do on behalf of the SCIO all acts as may be exercised and done by the SCIO, other than those required to be exercised or done by the members in Members’ Meeting, and subject always to this Constitution.
7.2 Limitation
The Full Members may, by Special Resolution, direct the Board to take, or to refrain from taking, specified action, but no such Special Resolution shall invalidate anything which the Board may have done prior to the passing of such Special Resolution, nor shall it require them to act or refrain from acting in a manner which would be incompatible with their duties under the Charities Act.
7.3 Delegation
7.3.1 The Board may delegate any of its powers to any sub-committee or persons or person, by such means, to such an extent and on such terms and conditions as it thinks fit, and may at any time revoke such delegation, in whole or in part, or alter such terms and conditions. If the Board so specifies, any such delegation may authorise further delegation of the Board’s powers by any sub-committee or persons or person to whom they are delegated.
7.3.2 Any sub-committee so formed or persons or person to whom delegation of powers is made in terms of Clause 7.3.1 shall, in the exercise of the powers so delegated, conform to any remit and regulations imposed on it by the Board.
7.3.3 In the case of delegation to any one or more sub-committees, each shall consist of not less than one Trustee and such other person or persons as the Board thinks fit or which it delegates to the committee to appoint. The meetings and proceedings of any such sub-committee shall be governed by the provisions of this Constitution for regulating the meetings and proceedings of the Board so far as applicable (and, without prejudice to that generality including Clauses 12.4.5 and 12.6) and so far as the same shall not be amended or superseded by any specific regulations made by the Board for all or any sub-committees. A sub-committee may invite or allow any person to attend and speak, but not to vote, at any of its meetings. Such sub-committee shall regularly and promptly circulate, or ensure the regular and prompt circulation of, the minutes of its meetings to all Trustees.
7.3.4 Unless expressly part of such delegation, no decision of any such sub-committee or persons or person shall bind the Board.
7.4 Number of Trustees
7.4.1 The number of Trustees shall not be fewer than five and, unless otherwise determined by special resolution at a Members’ Meeting (but not retrospectively), not more than seventeen.
7.4.2 The Board may act notwithstanding any vacancy in it, but where the number of Trustees falls below the minimum number specified in this Clause, it may only do so for the purpose of appointing sufficient Trustees to match or exceed that minimum.
8. Trustees
8.1 Composition of Board
The Board shall comprise:
8.1.1 up to 12 individual persons elected as Trustees by the Full Members in terms of Clause 8.3 (“the Elected Trustees”);
8.1.2 the President appointed in terms of Clause 9 (“the President”);
8.1.3 the Vice-President appointed in terms of Clause 9 (“the Vice-President”);
8.1.4 the immediate Past-President, who is the last President to have demitted office at the AMM, so long as they are still a Full Member, if willing to serve (“the immediate Past-President”); and
8.1.5 up to 2 individual persons co-opted as Trustees in terms of Clause 8.4 (“the Co-opted Trustees”),
8.1.6 all of whom are Trustees of the SCIO.
8.1.7 The election of Elected Trustees and the appointment of Co-opted Trustees shall take into account the skills, representation and experience which would be of assistance and benefit to the Board and the SCIO.
8.2 Initial Board
8.2.1 The Applicants, who are the Trustees of the Unincorporated Association, at the time of registration of the SCIO, and any one or more individual persons whom the Initial Board chooses to co-opt as Co-opted Trustees in terms of Article 8.1.5, shall comprise the Initial Board of Trustees.
8.2.2 The Applicants who comprise the President, Vice President, immediate Past President and the elected Council members, of the Unincorporated Association, at the time of registration of the SCIO, shall become the President, Vice President, immediate Past President and Elected Trustees of the SCIO respectively, with periods of office as either President, Vice-President or elected Council member between the date of last election to the Unincorporated Association and the first Members’ Meeting of the SCIO counting towards a term of office, in terms of Clause 8.3.3 hereof.
8.3 Elected Trustees
8.3.1 At the first and each subsequent AMM, one-third of the Elected Trustees (or the nearest number upwards) shall retire from office. A retiring Elected Trustee shall retain office until the close or adjournment of the meeting. A retiring Elected Trustee shall be eligible for re-election after one term of office, but no Elected Trustee can serve more than two consecutive terms of office, without at least four years out of office before being eligible again.
8.3.2 If no other Elected Trustee has or Elected Trustees have decided or agreed to retire, the Elected Trustees to retire at each AMM shall be those who have been longest in office since their last election but, as between persons who were elected or last re-elected Trustees on the same day, the one or ones to retire shall (unless they otherwise agree amongst themselves) be determined by lot.
8.3.3 At least 60 clear days prior to each AMM the Board shall invite nominations from the Full Members for the election of vacant positions within the Elected Trustees. The Board will seek candidates with skills and experience beneficial to the Board and the SCIO. Full members shall have a period of 20 clear days to make their nominations.
8.3.4 Nomination of any Elected Trustee shall be in writing by not less than two Full Members. The nominee, who must be a Full Member (or the Authorised Representative of a Full Member), shall provide a statement of not more than 200 words to explain the nominee’s suitability for the role. For nominations to be valid they must be delivered to the SCIO’s Principal Office (or to such other address for the SCIO as specified in the nomination form) not later than the date occurring 20 clear days following the Boards invitation for nominations in terms of clause 8.3.3.
8.3.5 The Board shall ensure that, at least thirty clear days before the date of the AMM, each Full Member shall be given details of all valid nominations timeously received, together where a vote is necessary with a ballot paper for completion and/or an explanation of how to vote by e-mail or other electronic means.
8.3.6 Election of any Elected Trustee shall be by postal ballot only (which can be conducted also by e-mail or other electronic means approved by the Board). Each Full Member shall have one vote for each vacancy on the Board.
8.3.7 To be valid, the ballot paper must be completed by a Full Member and returned to the Principal Office (or to such other address for the SCIO as specified in the nomination form) not later than fourteen clear days before the date of the AMM in question, which will be the closing date for voting.
8.3.8 The result of the ballot, or of the uncontested nomination, of Elected Trustees shall be intimated to all members at the AMM itself.
8.4 Co-opted Trustees
Up to 2 individuals may be co-opted from time to time by the Board of Trustees itself, as follows:
8.4.1 Subject to Clause 8.4.3, a Co-opted Trustee shall serve until the next AMM after their co-option.
8.4.2 A Co-opted Trustee can be re-co-opted by the Board immediately after such next AMM.
8.4.3 A Co-opted Trustee can be removed from office at any time by a simple majority of the Board.
8.4.4 For the avoidance of doubt, a Co-opted Trustee may participate fully in and vote at all Board meetings which they attend.
8.4.5 A Co-opted Trustee does not require to be a member of the SCIO.
8.5 Casual Vacancies
The Board may from time to time fill any casual vacancy arising as a result of the retiral (or deemed retiral for any reason) of any Elected Trustee, from or after the date of such retiral or deemed retiral until the end of the remaining term of the retiring Elected Trustee, whose place is being filled. Any casual vacancy shall be filled by a Full Member, and shall count as a term of office.
8.6 Retiral and Deemed Retiral of Trustees
Any Trustee must cease to be a Trustee in any one or more of the following events:
8.6.1 they are an Elected Trustee and cease being a member (or an Authorised Representative of a member) in terms of Clause 5.7; or
8.6.2 they are prohibited from being a charity trustee by virtue of section 69(2) of the Charities Act; or
8.6.3 if, in terms of section 66(5) of the Charities Act, they are considered by the Board to have been in serious or persistent breach of any of the duties listed in sections 66(1) and 66(2) of the Charities Act, such Trustee being entitled to be heard, within such reasonable timescale as determined by the Trustees, prior to the Board taking a decision; or
8.6.4 they are removed from office by resolution of the Board on the grounds that they are considered to have committed a material breach of any Code of Behaviour, Code of Conduct, Board Charter, or Board Policy for Trustees (as referred to in clause 8.7.4) such Trustee being entitled to be heard, within such reasonable timescale as determined by the Trustees, prior to the Board taking a decision; or
8.6.5 if they hold any office of profit or are employed by the SCIO (except where the provisions of Clause 10.4 shall apply); or
8.6.6 if they have a significant conflict of interest which the Board considers has or may undermine their ability to act impartially as a Trustee; or
8.6.7 if they become incapable for medical reasons of fulfilling the duties of their office and such incapacity, as certified if necessary by two medical practitioners, is expected to continue for a period of more than six months from the date or later date of such certification; or
8.6.8 if they are absent from three consecutive meetings of the Board (without permission), and the Board resolves to remove them from office; or
8.6.9 if, being a Co-opted Trustee, they are removed from office by the Trustees in accordance with Article 8.4.3; or
8.6.10 if by notice in writing to the Principal Office they resign their office as a Trustee.
8.6.11 Any Trustee removed from office in terms of Clause 8.6.3 or Clause 8.6.4 shall not be eligible to serve as a Trustee of the SCIO for a period of 3 years following their removal, unless agreed by a two-thirds majority of the Trustees.
8.7 Conduct of Trustees
8.7.1 Each Trustee is obliged to act in accordance with the duties listed in section 66 of the Charities Act (see Clause 8.7.2) so as to take decisions in such a way as is considered, in good faith, most likely to be in the interests of the SCIO, and to promote its success in achieving the Charitable Purposes.
8.7.2 The duties listed in section 66 of the Charities Act to which each Trustee must adhere are:
(a) to act in the interests of the SCIO;
(b) to seek, in good faith, to ensure that the SCIO acts in a manner which is consistent with its Charitable Purposes;
(c) to act with the care and diligence that it is reasonable to expect of a person who is managing the affairs of another person; and
(d) in circumstances giving rise to the possibility of a conflict of interest between the SCIO and any party responsible for the appointment of that Trustee:
(i) to put the interests of the SCIO before those of the other party; and
(ii) where any other duty prevents the Trustee from doing so, to disclose the conflicting interest to the SCIO and to refrain from participating in any deliberation or decision of the Board with regard to the matter in question; and
(e) to ensure that the SCIO complies with any direction, requirement, notice or duty imposed upon under or by virtue of the Charities Act.
8.7.3 The provisions of Clauses 10 and 11 are also pertinent to the provisions within this Clause, and each Trustee must comply with these.
8.7.4 Each Trustee must additionally comply with any Code of Conduct, Code of Behaviour, Board Charter, or Board Policy for Trustees as introduced and prescribed by the Board from time to time.
8.7.5 Additionally, each Trustee must be mindful of the requirement to preserve confidentiality in relation to the SCIO or its business and in order to act always in the interest of the SCIO.
8.8 Register of Trustees
8.8.1 The Board shall maintain a Register of Trustees, setting out the following details of each Trustee, namely, name, address, date of appointment and any offices held, in accordance with The Scottish Charitable Incorporated Organisations Regulations 2011.
8.8.2 The Register must provide the following details of each former Trustee for at least six years after cessation of trusteeship, namely name, any offices held and date of cessation of trusteeship.
8.8.3 The Register of Trustees is open to all members and Trustees of the SCIO, but Trustees’ addresses (or any of them) can be kept confidential by the SCIO.
8.8.4 Changes to the Register must be made within twenty-eight days of the SCIO receiving notice of any change.
8.8.5 If an individual requests the SCIO to provide a copy of its Register of Trustees, they are, if the request is reasonable, entitled to be given a copy within twenty-eight days. The SCIO may not charge for doing so. The SCIO can omit all or any of its Trustees’ addresses in its response to a request.
9. President and Vice-President
9.1 At each AMM of the SCIO the Full Members shall appoint the President and Vice-President of the SCIO, who shall both require to be Full Members (or Authorised Representatives of such).
9.2 In electing the President and Vice-President the Board shall recommend to the AMM the name of any individuals that it recommends for election.
9.3 Full Members are able to nominate any other Full Member (or a Authorised Representative of such) as President or Vice-President. Nomination of shall be in writing by not less than two Full Members. The nominee, who must be a Full Member (or the Authorised Representative of a Full Member), shall provide a statement of not more than 200 words to explain the nominee’s suitability for the role. For nominations to be valid they must be delivered to the SCIO’s Principal Office (or to such other address for the SCIO as specified in the nomination form) not less than by 12 noon on the last day of the month, two months prior to the AMM.
9.4 The President and Vice-President shall serve until the next AMM and may be re-elected for a further year.
9.5 For the avoidance of doubt, the appointment of President or Vice-President shall automatically terminate if that individual ceases to be Trustee in terms of Clause 8.6.
9.6 In the event of the position of President or Vice-President becoming vacant early by resignation or otherwise the Board shall appoint an Elected Trustee to fill the vacant position until the next AMM.
10. Constraints on Payments/Benefits to Members and Trustees
10.1 The income and property of the SCIO shall be applied solely towards promoting the Charitable Purposes.
10.2 No part of the income or property of the SCIO shall be paid or transferred (directly or indirectly) to the members or Trustees of the SCIO, whether by way of dividend, bonus or otherwise, except where such members or Trustees are in receipt of income or property of the SCIO as a beneficiary of the SCIO in terms of the Charitable Purposes.
10.3 No Trustee shall be appointed as a paid employee of the SCIO.
10.4 No benefit (whether in money or in kind) shall be given by the SCIO to any member or Trustee except the possibility of:
10.4.1 repayment of out-of-pocket expenses to Trustees (subject to prior agreement by the Board); or
10.4.2 reasonable remuneration to a member or any Trustees in return for specific services actually rendered to the SCIO (not being of a management nature normally carried out by a director of a company); or
10.4.3 payment of interest at a rate not exceeding the commercial rate on money lent to the SCIO by any member or Trustee; or
10.4.4 payment of rent at a rate not exceeding the open market rent for property let to the SCIO by any member or Trustee; or
10.4.5 the purchase of property from any member or Trustee provided that such purchase is at or below market value or the sale of property to any member or Trustee provided that such sale is at or above market value; or
10.4.6 payment to one or more Trustees by way of any indemnity where appropriate.
11. Conflicts of interests
11.1 Any Trustee, employee and/or volunteer who has a personal interest (as defined in Clause 11.2) in any prospective or actual contract or other arrangement with the SCIO must declare that interest either generally to the Board or specifically at any relevant meeting of the SCIO. Where such an interest arises, the provisions within Clause 11.3 shall apply.
11.2 A personal interest includes the following interests:
11.2.1 those of the Trustee or employee in question;
11.2.2 those of their partner or close relative;
11.2.3 those of any business associate;
11.2.4 those of any firm of which they are a partner or employee;
11.2.5 those of any limited company of which they are a director, employee or shareholder of more than 5% of the equity;
11.2.6 those of any charity of which they are a trustee or employee; and
11.2.7 those of any person or organisation responsible for their appointment as a Trustee.
11.3.1 Whenever a Trustee finds that there is a personal interest, as defined in Clause 11.2, they have a duty to declare this to the Board meeting in question. In that event, in order to avoid a material conflict of interest arising, the Trustee in question cannot partake in discussions or decisions relating to such matter.
11.3.2 It shall be for the person chairing the meeting in question (or if it be the person chairing the meeting who is potentially or actually conflicted, it shall be for the other Trustees present) to determine whether the Trustee in question should at the least be required to be absent during that particular element of the meeting. In terms of Clause 12.1, where a Trustee leaves, or is required to leave, the meeting in question, they no longer form part of the quorum thereat.
11.3.3 The Board may at any time resolve to authorise any Trustee to continue acting where a real or potential conflict of interest exists in relation to a personal interest of that Trustee, but where it considers that the interests of the SCIO have not been nor are likely to be prejudiced as a result. The Trustee in question cannot be considered as part of the quorum for that part of any Board meeting giving consideration to this authorisation.
11.3.4 The Board may resolve at any time to require all Trustees, employees and volunteers to deliver a Notice of Relevant Interests to the Principal Office (or elsewhere as it may determine), as they arise and at least annually. In that event, the Board shall determine from time to time what additional interests to those listed in Clause 11.2, if any, shall be relevant interests and shall ensure that a Register of Notices of Relevant Interests is maintained.
11.3.5 If existing, the Register of Interests shall be open for inspection by both the Board and members of the SCIO and, with the express prior written approval of the Trustee or employee concerned, by members of the public.
12. Board meetings
12.1 Quorum
12.1.1 The quorum for Board meetings shall be five Elected Trustees. No business shall be dealt with at a Board meeting unless a quorum is present.
12.1.2 A Trustee shall not be counted in the quorum at a meeting (or at least the relevant part thereof) in relation to a resolution on which, whether because of personal interest or otherwise, they are not entitled to vote.
12.2 Convening Board Meetings
12.2.1 Meetings of the Board may take place in person or by telephone conference call, video conference call or by any other collective electronic means approved from time to time by the Board.
12.2.2 All Board meetings shall require not less than 7 days’ prior notice, unless no less than a two-thirds majority of the Trustees agree to dispense with such notice on any specific occasion.
12.2.3 A Trustee may at any time, summon a meeting of the Board, or ask the SCIO’s secretariat to do so, by notice served upon all Trustees, to take place at a reasonably convenient time and date.
12.3 Chair of Board Meeting
The President, whom failing the Vice-President (if any), shall be entitled to preside as the person chairing all Board meetings at which they shall be present. If at any meeting neither the President nor the Vice-President is present and willing to act as the person chairing the meeting within 15 minutes after the time appointed for holding the meeting, the remaining Trustees may appoint one of the Trustees to be the person chairing the Board meeting, which failing the meeting shall be adjourned until a time when the President or Vice-President will be available.
12.4 Voting at Board Meetings
12.4.1 The person chairing the Board meeting shall endeavour to achieve consensus wherever possible but, if necessary, questions arising shall be decided by being put to the vote, on a show of hands only, each Trustee present having one vote.
12.4.2 All decisions of the Board shall be by a simple majority at any meeting which is quorate at the time the decision is taken.
12.4.3 The decisions requiring a Special Resolution (listed in Clause 6.8.1) cannot be taken by the Trustees alone, but must be taken also by the Full Members in Members’ Meeting in terms of Clause 6.8.1 and only thereafter acted upon by the Board as directed by the Full Members.
12.4.4 In the event of an equal number of votes for and against any resolution at a Board meeting, the person chairing the meeting shall have a casting vote as well as a deliberative vote.
12.4.5 A resolution in writing (whether one single document signed by all or a sufficient majority of the Trustees or all or a sufficient majority of the members of any sub-committee), whether in one or several documents in the same form each signed by one or more Trustees or members of any relative sub-committee as appropriate, shall be as valid and effectual as if it had been passed at a meeting of the Board or of such sub-committee duly convened and constituted.
12.5 Observers
The Board may invite or allow any person to attend and speak, but not to vote, at any meeting of the Board.
12.6 Minutes
The Board shall cause minutes to be made of all appointments of officers made by it and of the proceedings of all Members’ Meetings and of all Board meetings and of sub-committees, including the names of those present, and all business transacted at such meetings and any such minutes of any meeting, if purporting to be signed after approval, either by the person chairing such meeting, or by the person chairing the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated. The minutes shall be retained for at least 10 years.
12.7 Validation
12.7.1 All acts bona fide done by any Board meeting, or of any sub-committee, or by any person acting as a Trustee shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such Trustee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Trustee.
12.7.2 No alteration of this Constitution and no direction given by Special Resolution shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given.
12.8 Ancillary Regulations
The Board may from time to time promulgate, review and amend any Ancillary Regulations, Guidelines and/or Policies, subordinate at all times to this Constitution, as it deems necessary and appropriate to provide additional explanation, guidance and governance to themselves, members, employees, stakeholders and/or others, and shall publish the same.
13. Minute Secretary, Breed Secretary and Treasurer, Principal Officer, Panel of Judges, and Herd Book
13.1 Minute Secretary
The Board may appoint a Minute Secretary, for the purposes of Clause 12.6, for such term and upon such conditions as it may think fit. The Minute Secretary may be removed by the Board at any time, subject to the terms of any prevailing contract. The Board may award an annual salary, honorarium or other appropriate fee to the Minute Secretary at its discretion, but can only do so if the Minute Secretary is not a Trustee.
13.2 Breed Secretary and Treasurer
(a) The Board may appoint a Breed Secretary and Treasurer for such term and upon such conditions as it may think fit.
(b) If the Breed Secretary or Treasurer is unpaid, they may also be a Trustee, in which case they would have a vote as a Trustee at any Board meeting which they attend.
(c) If the Breed Secretary or Treasurer is to be paid an annual salary, honorarium or other appropriate fee at the Board’s discretion, they cannot also be a Trustee.
(d) If the Breed Secretary or Treasurer is not a Trustee, they may be required by the Board to attend (but shall have no vote at) Board meetings during their tenure as Breed Secretary or Treasurer, except any part or parts thereof dealing with their employment or remuneration, or any other matter which the Board wish to keep confidential to itself.
(e) The Breed Secretary or Treasurer may be removed by the Board at any time, subject to the terms of any prevailing contract.
13.3 Panel of Judges
The Board may appoint a panel of judges for such term and upon such conditions as they may think fit to judge Highland Cattle at shows and gatherings arranged by the SCIO, or attended by the SCIO.
13.4 Herd Book
(a) The SCIO shall maintain and publish a Herd Book in which to register the births and pedigrees of Highland Cattle.
(b) The fees for the entry of each animal in the Herd Book shall be those laid down by the Board from time to time. Only Life Members, Full Members, Junior Members and Honorary Members shall be entitled to enter animals in the Herd Book.
(c) Anyone may apply to the Breed Secretary for a copy of any volume of the Herd Book and shall pay for the same. The price thereof shall be as fixed by the Board from time to time.
(d) The Breed Secretary will ensure that a complete set of Herd Books is retained in the SCIO’s Principal Office, and the Breed Secretary may supply extracts from such Herd Books to members at a fee to be fixed by the Board from time to time.
(e) The Board shall be responsible for the scrutiny of entries and for the publication of the Herd Book, and shall have power from time to time to draw up rules embodying the qualifications which animals must possess to entitle them to entry, and otherwise regulate the matters concerning the Herd Book. The Board shall each year consider the regulations concerning the registering of entries therein and shall cause regulations to be kept up to date and, if thought desirable, shall issue instructions to members and breeders from time to time. The Board is authorised to regulate the form of the Herd Book, the rules governing acceptance of entries, its time of issue and the nature of its contents. The Board shall have authority to publish the Herd Book in any form.
14. Honorary Patrons
The Full Members at an AMM may, on a proposal from the Board, agree to the appointment of one or more Honorary Patrons of the SCIO, to be appointed either for such fixed period (usually of five years) as those Full Members determine or for an unspecified period until such appointment be terminated by them. The Honorary Patron or Patrons would be entitled to notice of all Members’ Meetings and to attend and contribute to discussion but not vote thereat.
15. Regional Highland Cattle Breeders’ Clubs
Any Regional Highland Cattle Breeder Club (whether incorporated or unincorporated) can seek to become an Affiliated Club of the SCIO by applying to the Board for approval as an Affiliated Club of the SCIO by writing to the Breed Secretary with a copy of its actual or proposed constitution and bye-laws. The Board shall, at its sole discretion and subject to such directions as it may choose to make, determine the application at its next meeting held at least one month after receipt of such application by the Breed Secretary. Only those associations so approved by the Board may be admitted as and be entitled to call or style themselves an Affiliated Club of the SCIO. Affiliated Clubs and their members shall not be members of the SCIO (unless they are also admitted as a member in terms of Clause 5.1).
16. Finances and Accounts
16.1 Bank Accounts
The banking account or accounts of the SCIO shall be kept in such bank or building society and/or banks or building societies as the Board shall from time to time determine.
16.2 Payments and Receipts, Cheques, etc.
All payments (including cheques and other negotiable instruments) and all financial and banking instructions, and all receipts for monies paid to the SCIO, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time determine.
16.3 The Board shall ensure that all funds and assets of the SCIO are applied towards achieving the Charitable Purposes.
16.4 Accounting Records
The Board shall cause accounting records to be kept in accordance with the requirements of the relevant regulations.
16.5 The accounting records shall be maintained by the Treasurer (if there is one) and overseen by the Principal Officer (if there is one), or otherwise by, or as determined by, the Board. Such records shall be kept at such place or places as the Board shall think fit and shall always be open to the inspection of the Trustees. The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the SCIO or any of them shall be open to the inspection of the members of the SCIO.
16.6 For every financial period, the accounts of the SCIO shall be examined by an independent financial examiner, or audited by a qualified auditor in accordance with all relevant statutory requirements and, for the avoidance of doubt, an audit shall not be required in a case where the SCIO is exempt from audit under the Charities Accounts (Scotland) Regulations 2006. The independent financial examiner (or auditor where required) shall be appointed by the Board on the direction of members in a Members’ Meeting.
16.7 Accounts
Before each AMM, or otherwise after the Accounts have been approved by the Board, the Board shall make the accounts available for inspection on the members’ section of SCIO’s website (with all members, Trustees and the independent financial examiner being made aware that they are so available for inspection there). The accounts shall be accompanied by proper reports of the Board and the independent financial examiner (or auditor where required).
17. Notices
17.1. A notice may be served by the SCIO upon any member, either personally or by sending it by post, fax, e-mail or other appropriate electronic means, addressed to such member at their address as appearing in the Register of Members.
17.2 Any notice, whether served by post or otherwise, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post or is otherwise dispatched.
17.3 A member present at any meeting of the SCIO shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.
17.4 The business of the SCIO and all its correspondence with and notification to or from members may be conducted equally validly and effectively if transmitted by fax or e-mail or other appropriate electronic means (except where a member specifically requests all such correspondence and notification by post) or otherwise if publicised on the website of the SCIO where the SCIO has advised each member of this and has taken due steps to notify by other reasonable means all other members who state that they do not have access to the Internet.
18. Indemnity
Subject to the terms of the Charities Act and without prejudice to any other indemnity, the Trustees, or member of any sub-committee, the Treasurer and all employees of the SCIO shall be indemnified out of the funds of the SCIO against any loss or liability (including the costs of defending successfully any court proceedings) which they may respectively incur or sustain, in connection with or on behalf of the SCIO.
19. Alteration of Constitution
Subject to the terms of Clause 6.8.1, no alteration in this Constitution may at any time be made unless by the decision of not less than two-thirds of the Full Members present and voting at a Members’ Meeting called specifically (but not necessarily exclusively) for the purpose.
20. Winding up
20.1 The winding-up of the SCIO may take place only:
20.1.1 on the decision of not less than two-thirds of its Full Members who are present and voting at a Members’ Meeting called specifically (but not necessarily exclusively) for the purpose; and
20.1.2 in accordance with the procedures set out in the Charities Act and relative Regulations (currently the Scottish Charitable Incorporated Organisation (Removal from Register and Dissolution) Regulations 2011).
20.2 If, on the winding-up of the SCIO, any property remains, after satisfaction of all its debts and liabilities, such property shall be given or transferred to any one or more charities having the same or a similar object to the Charitable Purposes.
20.3 The charity or charities to which the property is to be transferred in terms of Clause 20.2 shall be determined on the decision of not less than two-thirds of the Full Members of the SCIO who are present and voting at a Members’ Meeting called specifically (but not necessarily exclusively) for the purpose or, failing that, by a decision of not less than two-thirds of the Board or, failing that, as determined by an arbiter to be chosen amicably by the Board or, failing such amicable choice, as determined by Sheriff of Tayside, Central and Fife at Stirling (or any successor thereto), whose decision shall be final and binding upon the SCIO.
20.4 The members of the SCIO are not liable to contribute to the assets of the SCIO upon its winding up.
Annexation
Schedule (powers)
Powers available to the SCIO
Further to Clause 3.2, notwithstanding the terms of section 50(5) of the Charities Act (which states that the SCIO shall have power to do anything which is calculated to further the Charitable Purposes or is conducive or incidental to doing so) and without prejudice to the foregoing generality, the SCIO shall also have the following powers (but only in furtherance of the Charitable Purposes) and declaring that the order in which these Powers are listed or the terms of the sub-headings above are of no significance in terms of their respective priority which shall be deemed to be equal, namely:
1. General
1.1 to encourage and develop a spirit of voluntary or other commitment by individuals, unincorporated associations, societies, federations, partnerships, corporate bodies, agencies, undertakings, local authorities, unions, co-operatives, trusts and others and any groups or groupings thereof willing to assist the SCIO to achieve the Charitable Purposes;
1.2 to provide advice, consultancy, training, tuition, expertise and assistance;
1.3 to promote and carry out research, surveys and investigations and develop initiatives, projects and programmes;
1.4 to prepare, organise, promote and implement training courses, exhibitions, lectures, seminars, conferences, events and workshops, to collect, collate, disseminate and exchange information and to prepare, produce, edit, publish, exhibit and distribute articles, pamphlets, books and other publications, tapes, motion and still pictures, music and drama and other materials, all in any medium;
2. Property
2.1 to purchase, take on lease, hire, or otherwise acquire any property suitable for the SCIO and to construct, convert, improve, develop, maintain, alter and demolish any buildings or erections whether of a permanent or temporary nature, and manage and operate or arrange for the professional or other appropriate management and operation of the SCIO's property;
2.2 to sell, let, hire, license, give in exchange and otherwise dispose of all or any part of the property of the SCIO;
2.3 to establish and administer a building fund or funds or guarantee fund or funds or endowment fund or funds;
3. Employment
3.1 to employ, contract with, train and pay such staff (whether employed or self-employed or external contractors) as are considered appropriate for the proper conduct of the activities of the SCIO;
4. Funding and Financial
4.1 to take such steps as may be deemed appropriate for the purpose of raising funds for the activities of the SCIO;
4.2 to accept subscriptions, grants, donations, gifts, legacies and endowments of all kinds, either absolutely or conditionally or in trust;
4.3 to borrow or raise money for the Charitable Purposes and to give security in support of any such borrowings by the SCIO and/or in support of any obligations undertaken by the SCIO;
4.4 to set aside funds not immediately required as a reserve or for specific purposes;
4.5 to open, operate and manage bank and other accounts and to invest any funds which are not immediately required for the activities of the SCIO in such investments as may be considered appropriate and to dispose of, and vary, such investments;
4.6 to make grants or loans of money and to give guarantees;
4.7 to employ as a professional investment manager any person who is entitled to carry on investment business under the supervision of the Financial Conduct Authority (or its successors) and to delegate to any such manager the exercise of all or any of its powers of investment on such terms and at such reasonable remuneration as the Board of Trustees thinks fit, and to enable investments to be held for the SCIO in nominee names, but subject always to the provisions of the Charities Act;
5. Development
5.1 to establish, manage and/or support any other charity, and to make donations for any charitable purpose falling within the Charitable Purposes;
5.2 to establish, operate and administer and/or otherwise acquire any separate trading company or association, whether charitable or not;
5.3 to enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the SCIO and to enter into any arrangement for co-operation, mutual assistance, or sharing profit with any charity;
5.4 to enter into contracts to provide services to or on behalf of others;
6. Insurance and Protection
6.1 to effect insurance of all kinds (which may include indemnity insurance in respect of Trustees and employees);
6.2 to oppose, or object to, any application or proceedings which may prejudice the interests of the SCIO;
7. Ancillary
7.1 to pay the costs of forming the SCIO and its subsequent development;
7.2 to carry out the Charitable Purposes in any part of the world as principal, agent, contractor, trustee or in any other capacity; and
7.3 to do anything which is calculated to further its Charitable Purposes or is conducive or incidental to doing so.
Contact us
If you have any questions about this Constitution, please contact us at info@highlandcattlesociety.com.
Last updated: 12 July 2021