Guidance to accompany the EVOC single tier SCIO Constitution
Background
The EVOC SCIO Constitution has been developed as a single tier model to meet the needs of those
charitable organisations that have chosen to operate without a distinct separate membership
overseeing the charity and its Board of Charity Trustees. This effectively means that the SCIO will be
governed undemocratically, with a self-appointing and self-perpetuating Board of charity trustees.
This model is therefore likely to be unsuitable for many community groups, and charities which seek
to have a membership based within a geographical community or community of interest.
As stated in clause 9 of the constitution, the structure is such that the same people (including
corporate bodies) are both the members of the SCIO and its charity trustees. Throughout the
constitution, these people are referred to as Charity Trustees, regardless of what action they are
taking – for clarity the commentary of the flow chart below helps to explore this further.
Flow chart
We have prepared a flow chart that forms part of the constitution, to graphically illustrate the
decision making processes within a single tier SCIO. Each row is given a letter on the left hand side
and these refer to the following:
A
Board Meetings
These meetings are convened by the charity trustees/members acting in their capacity as
charity trustees to further the general governance of the charity and make the normal
strategic decisions and exercise the control that would be expected of an organisation’s
governing body.
B
AGM/Meetings which consider resolutions
 The Annual General Meeting (AGM) is a statutory requirement of a SCIO, as in
Regulation 8 of the Scottish Charitable Incorporated Organisation Regulations 2011 and
reflected in clauses 22-24. AGMs are convened by the charity trustees/members acting
in their capacity as members.
 Meetings which consider resolutions may be called by the charity trustees/members
acting in their capacity as members.
C
Written resolutions
Resolutions considered outwith meetings are considered by the charity trustees/members
acting in their capacity as members.
Changeable Features
The following is a list of specific features in this model SCIO constitution that may be adapted to
better meet the specific needs of an individual charity looking for a bespoke SCIO constitution that
reflect their specific circumstances:
Powers
Clause 6 reflects the primary legislation for SCIOs – the Charities and Trustee Investment (Scotland)
Act 2005. This may be changed to suit your proposed SCIO’s needs – but only needs to be altered to
restrict the SCIO’s powers should you judge that this is necessary; an example might be that the SCIO
is disbarred from entering into credit agreements.
Qualifications for Charity Trusteeship
Clause 11 allows for any person to be a charity trustee, detailing three types:
11.1 Person is self explanatory. However, a minimum age is stated in this constitution, despite all
charity law being silent on this subject. It may be that you will want to include young people
on the Board of the SCIO, but it is to be considered that the age of legal capacity in Scotland
is 16 – and therefore problems may arise and a young person under that age may not
themselves be able to enter into contracts or take out credit. Other structural options are
always available to include young people in organisational decision-making and we would
suggest that these are explored (e.g. a young people’s Council which makes
recommendations to the charity trustees).
11.2 This allows for an unincorporated association to be a charity trustee, but as an
unincorporated association does not have what is called ‘legal personality’ (i.e. it does not
exist in its own right; it only exists as a group of individuals), it needs to be represented by a
named individual who has been nominated by the Management Committee of the
unincorporated association to do so.
11.3 A corporate body (e.g. a Company, a SCIO or an Industrial & Provident Society (IPS)) can
become a member of the SCIO in its own name.
Clause 13 goes on to describe how the above categories sign-up to be charity trustees of the SCIO.
It might be that one or two of the above definitions is superfluous to your proposed SCIO. For
instance, you may be constituting as a SCIO that will only ever be made up of people, not other
organisations. Amend or delete as appropriate.
Rights to appoint charity trustees
Nowhere in this model constitution is there a section detailing any third-party rights to appoint
charity trustees. It might be that your SCIO is to be set up with appointment rights guaranteed, e.g.
the local Church has an automatic right to appoint its clergy to be a charity trustee, or
representation is to be made official from bodies such as community councils or the local authority.
The first thing to consider is whether or not this single tier model is appropriate in such
circumstances – should there be a wider membership and a democratic structure to elect charity
trustees? Or is right to appoint a charity trustee as a courtesy and/or a recognition of the
importance of a third party that sits comfortably within a single tier SCIO? Insert clauses as
appropriate.
Types of membership
This constitution allows only for one type of membership. It can be altered with the insertion of new
clauses to allow for categories such as youth members, associate members, full members etc., each
with their own differing voting rights (in their capacity as members), privileges etc. Insert clauses as
appropriate.
Subscription
No subscription is payable in this constitution. Clause 17 could be changed to reflect your individual
circumstances should you wish for a subscription to be payable.
Eligibility/employees
Clause 20.2 refers to clauses 42 and 43 with regard to employees of the SCIO. These do not reflect
charity law which does not make such a restriction. However, EVOC uses this position as a default to
then customise to the needs of each charity. It may be you want to permit employees to be charity
trustees, or completely ban them – amend or delete as appropriate.
Clause 43 is however especially useful in our experience for completely new charities. This permits a
temporary sessional worker to be a charity trustee – e.g. a charity trustee runs a one-off training or
business planning event and can then get paid, as would be quite normal for such a service.
The number bits
Throughout the constitution <insert number> appears in various clauses. It is wholly at your
discretion – except for the minimum of charity trustees, which cannot be fewer than three (Section
50 (2) (a) Charities and Trustee Investment (Scotland) Act 2005). Worth bearing in mind that it is
good practice to have a quorum for meetings that pass resolutions greater than a quorum for
ordinary charity trustee Board meetings.
Election, retiral, re-election of charity trustees
Clauses 26 and 27 allow for a self-perpetuating Board of charity trustees. It may be that you would
wish there to be more structure. For instance:
 A limit on the length of time a charity trustee may serve
 Retiral by rotation (e.g. 1/3rd of charity trustees retire at each AGM)
Due to the nature of application to become a charity trustee (i.e. open to any person (or body) that
is approved by the existing charity trustees), there is no need for a separate section on co-option.
Removal of charity trustees
A valuable learning point for any voluntary organisation, is to have procedure in the governing
document for removal of members of the governing body in a wide range of circumstances. Clause
28 meets this emerging need.
Office Bearers
Clause 33 allows for three basic office bearing positions within the SCIO. Other positions such as
vice-convenor, membership secretary etc., may be added at will to meet your needs. Insert as
appropriate.
Clause 35 requires annual re-confirmation of office bearers – this can be changed.
Conflict of interest
Regulation 2 (f) of the Scottish Charitable Incorporated Organisation Regulations 2011 is reflected in
clauses 39 – 47, in that it is laid out how charity trustees must deal with potential or actual conflicts
of interest. Clause 46 must be included, i.e. a Code of Conduct must be agreed by the Board.
Remuneration
This constitution permits charity trustees to be remunerated in accordance with Sections 67, 68 &
68A of the Charities and Trustee Investment (Scotland) Act 2005. However, it disbars payment to
charity trustees simply for being charity trustees. As discussed before, the status of employees are
also outlined. It may be that your SCIO will want to offer remuneration for any purpose, or disallow
it completely. Amend as appropriate – with careful reference to the Act.
Notice of meetings