Information - Organisational

Constitutions

“Governing Documents” is the term often used for the set of instructions used to run organisations. The most common types are:

  • Constitutions (used by voluntary associations, that is, most non-specialist voluntary organisations and community groups);
  • Memorandum and Articles (for organisations that have chosen to become companies)

Non-companies are sometimes referred to as unincorporated associations.

More information on the types of organisation structures, their advantages and disadvantages, and sources of further information, can be downloaded from the link below:

Many very small informal groups, for example, walking groups, sewing groups etc don't have any governing document - these are sometimes known as unconstituted bodies.

However, even if you are a very small organisation, if you have any funds or assets at all, or are thinking of applying for funding, you should think about getting constituted, that is, writing and adopting a constitution. Most funders, for example, Awards for All, will not fund organisations without a governing document.

For more information to help you decide if you want a constitution, a brief guide is available for downloading below:

If you are going to employ staff, purchase property, vehicles, expensive equipment etc, you may want to consider becoming a Company Limited by Guarantee as this can offer more protection to the Trustees (Board members). However, this is really a business model and will not suit every organisation. If an organisation is both a charity AND a company it will be bound by BOTH Charity AND Company Law.

The Charities and Trustee Investment (Scotland) Bill created a new legal form for charities known as the Scottish Charitable Incorporated Organisation (SCIO) - however, this has not yet been implemented. It is possible that, in the future, this will be a more suitable organisation structure than becoming a Company Limited by Guarantee, for a number of organisations. When it is available, information will be on the Office of the Scottish Charity Regulator (OSCR) website www.oscr.org.uk. This will not be available before 2009, at the earliest.

Further information on choosing a structure, and writing the appropriate governing documents, is available from the Governance Section of the website of the Scottish Council for Voluntary Organisations (SCVO) - www.scvo.org.uk

If you are already a charity and want to change from a voluntary association with a constitution to a company limited by guarantee you will need consent from the Office of the Scottish Charity Regulator (OSCR) - further information is available on their website www.oscr.org.uk

Once you have your constitution (or other governing document)

Your constitution is your “user manual” - it sets down what you can and cannot do. For example, your constitution should state how many people should be in your Management Committee; what the quorum should be for at General Meetings; the procedures for calling meetings etc.

It is VERY important that you know what is in your constitution and that you comply with it. However, the constitution DOES NOT overrule statutory legislation, for example, charity legislation, employment legislation, equalities legislation etc.

Help and Advice Available

MVA can help you decide what type of governing document you will need and help you write it. Two model constitutions are available to download below:

  • Very Basic Model - note this is only suitable for groups that are NOT intending to apply for charitable status. Charity regulations require specific clauses to be included which are included in the SCVO model but not in this very basic model.
  • Longer Model
    • SCVO have a very detailed model on their website which can be tailored to suit your purposes - contact MVA for help to do this.
    • Download from www.scvo.org.uk (go to "Projects" then "Governance")

Note: these should not be adopted without making sure they are appropriate to your organisation and meet your purpose.

If you would like to discuss what you need, or would like some help in writing your own constitution - contact MVA's Information Officer.

Further models, and advice on writing governing documents, is available on available from the Governance Section of the website of the Scottish Council for Voluntary Organisations (SCVO) - www.scvo.org.uk

Legal Assistance

If you are a small group, and need a straightforward constitution, you are unlikely to need a solicitor. However, if you want to become a Trust or a Company Limited by Guarantee you are likely to need legal advice. It is important to choose a lawyer with the specialist knowledge you require, especially if you are, or want to become, a charity.

The website of the Scottish Council for Voluntary Organisations (SCVO) has a Governance Section with a lot of information on model memorandum and articles, constitutions, trust documents etc and what legal help you may need - www.scvo.org.uk (Projects/Governance). It would be useful to make yourself aware of the likely requirements BEFORE you approach a solicitor.

The Scottish Law Society “Find a Solicitor” webpage www.lawscot.org.uk/find/ has a searchable database of lawyers and is a good first place to look. It is also worth asking other local charities/voluntary organisations who they have used, their experience, and what it cost.

More contact details are available in the New Groups section.

Note: all the information on this website applies to organisations based in and/or operating in Scotland.

Disclaimer: the opinions expressed in any of the publications or websites mentioned are not necessarily the opinion of MVA and we cannot accept any responsibility for viruses or the integrity of downloads.

In addition, whilst we believe that the information on the website was accurate when it was written, it is up to you to check the current accuracy of the information.

If you experience problems downloading any documents, or unable to find the information you are looking for, or if you would like some help, please contact MVA's Information Officer, Margaret Nisbet, who will do her best to help you.