Proposed changes to the Constitution
There have been discussions around whether the club, at some stage in the future, could own property such as a nature reserve. The club currently is an unincorporated association and therefore does not technically exist as a separate legal entity. This means that the club cannot enter into contracts, own property, and sue or be sued in its own name. There is also the risk that the trustees or members of the management committee (and sometimes even the members themselves) can become personally liable for the debts and liabilities incurred by the club. That said, committee members are mindful of the obligation for them always to act in the club’s best interests and the committee does not propose a conversion simply to minimise its own potential personal liability.
The way forward would be to become a Scottish Charitable Incorporated Organisation (SCIO) as opposed to an unincorporated association.
There are three key advantages:
- SCIOs benefit from having separate legal personality which means a SCIO can undertake transactions directly and can enter into contracts, leases, employ staff and own property in its own name.
- The liability of the trustees of a SCIO is in most cases limited.
- Unlike charitable companies which are regulated by the Registrar of Companies and the Office of the Scottish Charity Regulator (OSCR), SCIOs are regulated only by OSCR and must comply with Scottish charity law.
Converting to a SCIO as a legal form can provide greater clarity (and indeed protection) for those running (and becoming members of) the organisation in relation to responsibility for the debts and liabilities of the charity. In terms of succession, using a SCIO means title to heritable property can run in the name of the SCIO as opposed to the names of individual trustees which will change over time. As a first step in the process, the committee is looking at making an application to OSCR to be-come a SCIO. The Committee is proposing that the membership vote at the next AGM to change the club to a SCIO, at which point it would adopt a new constitution. It is normal practice to adopt a model constitution with any changes that are necessary to suit the peculiar needs of the organisation. The draft constitution is available for download here. Nigel Scriven, the Chairman, would welcome your comments if you think changes are needed before it is adopted by the membership.
The name of the Society is the “Argyll Bird Club”, hereinafter called “the Club”.
- The aims of the Club are to promote interest in, and conservation of, the birds of Argyll and their habitats.
- Decisions other than those affecting the Constitution may be taken by an elected committee. Nominations and voting will take place at the Annual General Meeting of the Club. Junior members 17 years of age may not vote or nominate persons or hold committee posts. Voting is restricted to members present at the Annual General Meeting.
- The committee shall comprise the following: Chairman, Vice-Chairman, Honorary Secretary, Honorary Treasurer and a number of ordinary members. The total size of the committee shall not exceed twelve members and the Chairman holds the casting vote. At the discretion of the Annual General Meeting a member may hold more than one committee post. All committee members and office bearers retire annually but are available for re-election. Additional persons with special knowledge may be co-opted by the committee for periods up to the following Annual General Meeting. The County Bird Recorder shall have the opportunity of being an ex-officio member of the committee.
- Sudden vacancies on the committee shall be filled at the discretion of the committee. A person so appointed shall serve until the next election and shall be eligible to stand as a candidate at the election.
- The quorum for committee meetings is five (5) members.
- The membership of the Club is open to all interested persons or organisations. Reduced subscriptions are available to families, and members 25 years of age and under. Those families holding “family membership” receive only one copy of club publications. Subscriptions fall due on January 1st.
- Subscription rates may be changed at the Annual General Meeting or at the discretion of the committee.
- A group of one third or more of the total membership may obtain an Extraordinary General Meeting on demand.
- The Club may affiliate to organisations which seem appropriate to the committee.
- The Club produces a Bird Report. There will be a programme of meetings throughout the year.
- In the event of the Club ceasing to exist, all funds remaining after payment of outstanding debts shall be transferred to the funds of a Scottish conservation organisation which is itself a Charity for tax purposes.
Certified as a true copy of the amended Constitution of the Argyll Bird Club adopted at the Annual General Meeting held on October 23rd 1999.