Draft 6. 20 August 2014CONSTITUTION

of

UNITED NATIONS ASSOCIATION EDINBURGH

CONTENTSGENERAL type of organisation, Scottish principal

office, name, status, charitable purposes, activities in support of charitable purposes, powers, functions, liability, general structure

clauses 1 – 15

MEMBERS qualifications for membership, application, subscription, register of members, withdrawal, transfer, expulsion

clauses 16 – 25

DECISION-MAKING BY THE MEMBERS

members’ meetings, power to request members’ meeting, notice, procedure at members’ meetings, voting at members’ meetings, minutes

clauses 26 – 43

COMMITTEE charity trustees, number, eligibility, initial charity trustees, election/ retiral/re-election, termination of office, register of charity trustees, powers, general duties, code of conduct

clauses 44 – 71

DECISION-MAKING BY THE COMMITTEE

notice, procedure at Committee meetings, minutes

clauses 72 – 83

ADMINISTRATION operation of accounts, accounting records and annual accounts

clauses 84 – 88

MISCELLANEOUS winding up, alterations to the constitution, interpretation

clauses 89 – 95

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 UN House, 4 Hunter Square, Edinburgh, EH1 1QW, in Scotland (and must remain in Scotland).

Name

3 The name of the organisation is “United Nations Association Edinburgh”.

Status

4 The organisation is the Edinburgh Branch of the United Nations Association of the UK (UNA-UK).

5 The organisation forms part of UNA-Scotland and sends representatives to its Management Committee.

6 The organisation is legally and financially autonomous of UNA-UK and of UNA-Scotland in the conduct of this Branch’s own affairs.

Charitable purposes

7 The organisation’s charitable purposes are:

7.1 the prevention or the relief of poverty;

7.2 the advancement of education;

7.3 the advancement of citizenship or community development (including rural or urban regeneration and the promotion of civic responsibility, volunteering, the voluntary sector or the effectiveness of the efficiency of charities);

7.4 the advancement of human rights, conflict resolution or reconciliation;

7.5 the promotion of religious harmony;

7.6 the promotion of equality and diversity; and

7.7 the relief of those in need by reason of age, ill-health, disability, financial hardship or other disadvantage.

Activities in support of charitable purposes

8 The organisation’s activities in support of its charitable purposes are:

8.1 to promote greater understanding of the role, functions and potential of the United Nations and its agencies in securing peace and freedom from poverty and oppression among all peoples;

8.2 to encourage and generate governmental and public support for UN initiatives: in conflict avoidance and resolution, peacekeeping and disarmament; for sustainable economic and social development, environmental protection and human rights;

8.3 to promote and lead discussion of new structures, new roles and all measures which could strengthen the United Nations;

8.4 to work to ensure that the United Nations has the resources it requires effectively to fulfil the many responsibilities placed upon it; and

8.5 in pursuance of the principles of the Preamble to the United Nations Charter:

8.5.1 to work for friendship and understanding between the peoples of different countries and their co-operation in the tasks of peace; and

8.5.2 to foster among the people of this country a sense of responsibility as world citizens.

Powers

9 The organisation has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so.

10 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.

Functions

11 This organisation will establish good working relationships with appropriate national and international, civic and non-governmental organisations, consistent with the aims and objectives of the UN, and which are based in or have offices or a significant presence in the Edinburgh area. These include:

members of the Scottish and European Parliaments and Members of Parliament at Westminster representing constituencies in the area,

the Scottish Parliament and Scottish Government,

the City of Edinburgh Council, and

appropriate Non-Governmental Organisations.

Liability of members

12 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.

13 The members and charity trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and clause 11 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

14 The structure of the organisation consists of:-

14.1 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 Committee and take decisions on changes to the constitution itself;

14.2 the Committee - who hold regular meetings, and generally control the activities of the organisation; for example, the Committee is responsible for monitoring and controlling the financial position of the organisation.

15 The people elected to the Committee are the charity trustees.

MEMBERS

Qualifications for membership

16 A member is any individual aged 16 or over who is a fully paid-up member of UNA-UK (including student and youth members) in the area covered by, or including members attached to, UNA-Edinburgh; or any local affiliate organisation approved by the Committee of Directors of UNA-UK; and who is registered in the Register of Members.

17 Employees of the organisation are not eligible for membership.

Application for membership

18 Any person who wishes to become a member must apply to join UNA-UK in the first instance.

Membership subscription

19 A membership subscription, where payable, will be payable to UNA-UK.

Register of members

20 The Committee must keep a register of members, setting out

20.1 for each current member:

20.1.1 his/her full name and address; and

20.1.2 the date on which he/she was registered as a member of this organisation;

20.2 for each former member - for at least six years from the date on which he/she ceased to be a member:

20.2.1 his/her name; and

20.2.2 the date on which he/she ceased to be a member.

21 The Committee must ensure that the register of members is updated within 28 days of any change:

21.1 which arises from a resolution of the Committee or a resolution passed by the members of the organisation; or

21.2 which is notified to the organisation.

22 If a member or charity trustee of the organisation requests a copy of the register of members, the Committee must ensure that a copy is supplied to him/her within 28 days, providing the request is reasonable; if the request is made by a member (rather than a charity trustee), the Committee 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.

Withdrawal from membership

23 Any person who wants to withdraw from membership must withdraw from membership of UNA-UK or seek attachment to UNA Scotland or transfer to another branch.

Transfer of membership

24 Membership of the organisation may not be transferred by a member.

Expulsion from membership

25 If a member acts in contravention of the objectives and functions of this organisation that member may be barred from the membership of UNA-UK, after due process.

DECISION-MAKING BY THE MEMBERS

Members’ meetings

26 The Committee must arrange a meeting of members (an annual general meeting or "AGM") in each calendar year.

27 The gap between one AGM and the next must not be longer than 15 months.

28 Notwithstanding clause 26, 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.

29 The business of each AGM must include:-

29.1 a report by the convener on the activities of the organisation;

29.2 consideration of the annual accounts and budget of the organisation;

29.3 the election/re-election of charity trustees, as referred to in clauses 50 to 54.

30 The Committee may arrange a members' meeting at any time.

Power to request the Committee to arrange a members’ meeting

31 The Committee must arrange a 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 15 or more of the total membership of the organisation at the time, providing:

31.1 the notice states the purposes for which the meeting is to be held; and

31.2 those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision.

Notice of members’ meetings and Annual General Meetings

32 The Secretary shall inform all fully paid-up members of UNA-Edinburgh (SCIO) of the date and place of the AGM, at least 42 days in advance of the meeting. The mailing should include a call for nominations for Officers and Committee members.

33 A second mailing, normally sent 7-14 clear days before the AGM, should include the agenda, the draft minutes of the previous AGM, the financial report, the Convener’s annual report, any proposed

amendments to the Constitution and Standing Orders and invite issues for discussion.

34 At least 14 clear days’ notice must be given of any other members' meeting.

Procedure at members’ meetings

35 No valid decisions can be taken at any members' meeting unless a quorum is present.

36 The quorum for a members' meeting is 12 members, present in person.

37 The convener of the organisation, or in her/his absence the vice-convener, shall act as chairperson of each members' meeting.

Voting at members’ meetings

38 Every member has one vote, which must be given personally.

39 All decisions at members' meetings will be made by majority vote, with the exception a resolution amending the constitution where the resolution will be valid only if passed by not less than two thirds of those voting on the resolution.

40 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.

41 A resolution put to the vote at a members' meeting will be decided on a show of hands - unless the chairperson (or at least one other member present at the meeting) ask for a secret ballot.

Minutes

42 The Committee must ensure that proper minutes are kept in relation to all members' meetings.

43 Minutes of members' meetings must include the names of those present; and should be signed by the chairperson of the meeting.

COMMITTEE

Charity trustees

44 The charity trustees of the organisation will be the elected members of the Committee.

45 Any new trustee, elected at any AGM must sign the charity trustee declaration form.

Number of charity trustees

46 The minimum number of charity trustees is 3

Eligibility

47 A person will not be eligible for election or appointment to the Committee unless he/she is a member of the organisation.

48 A person will not be eligible for election or appointment to the Committee if he/she is: -

48.1 disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or

48.2 an employee of the organisation.

Initial charity trustees

49 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

50 At each AGM, the members may elect any member (unless he/she is debarred from membership under clause 48) to be a Committee member.

51 The Committee members shall be the Officers and the ordinary Committee members as elected below.

52 The Officers shall be the Convener, the Vice-Convener, the Secretary, the Treasurer and such other Officers (if any) as the AGM may decide from time to time.

53 The Committee shall consist of the Officers and up to seven ordinary Committee members.

54 Committee members shall be elected at the AGM to serve for one year. They are eligible to stand for re-election at the next AGM; however a Committee member who has served for six consecutive years should consider standing down.

Termination of office

55 A Committee member will automatically cease to hold office if: -

55.1 he/she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005;

55.2 he/she becomes incapable for medical reasons of carrying out his/her duties as a charity trustee - but only if that has

continued (or is expected to continue) for a period of more than six months;

55.3 he/she ceases to be a member of the organisation;

55.4 he/she becomes an employee of the organisation;

55.5 he/she gives the organisation a notice of resignation, signed by him/her;

55.6 he/she is absent (without good reason, in the opinion of the Committee) from more than three consecutive meetings of the Committee - but only if the Committee resolves to remove him/her from office;

55.7 he/she is removed from office by resolution of the Committee on the grounds that he/she is considered to have committed a material breach of the code of conduct for charity trustees (as referred to in clause 70);

55.8 he/she is removed from office by resolution of the Committee on the grounds that he/she is considered to have been in serious or persistent breach of his/her duties under section 66(1) or (2) of the Charities and Trustee Investment (Scotland) Act 2005; or

55.9 he/she is removed from office by a resolution of the members passed at a members’ meeting.

Register of charity trustees

56 The Committee must keep a register of charity trustees, who will be the elected members of the Committee, setting out

56.1 for each current charity trustee:

56.1.1 his/her full name and address;

56.1.2 the date on which he/she was appointed as a charity trustee; and

56.1.3 any office held by him/her in the organisation;

56.2 for each former charity trustee - for at least 6 years from the date on which he/she ceased to be a charity trustee:

56.2.1 the name of the charity trustee;

56.2.2 any office held by him/her in the organisation; and

56.2.3 the date on which he/she ceased to be a charity trustee.

57 The Committee must ensure that the register of charity trustees is updated within 28 days of any change:

57.1 which arises from a resolution of the Committee or a resolution passed by the members of the organisation; or

57.2 which is notified to the organisation.

58 If any person requests a copy of the register of charity trustees, the Committee must ensure that a copy is supplied to him/her within 28 days, providing the request is reasonable. If the person making the request is not a charity trustee, the SCIO is permitted to omit the address of any of its charity trustees. The SCIO may also omit the name of any of its charity trustees only if it is satisfied that disclosing that information is likely to jeopardise the safety or security of any person or premises.

Powers of Committee

59 Except where this constitution states otherwise, the organisation (and its assets and operations) will be managed by the Committee; and the Committee may exercise all the powers of the organisation.

60 A meeting of the Committee at which a quorum is present may exercise all powers exercisable by the Committee.

61 The Committee may co-opt additional members, without voting rights, and who will not be charity trustees, between the AGMs. Any co-opted Committee member so co-opted shall stay a co-opted committee member until the end of the next AGM, or till the completion of the purpose for which s/he was co-opted, whichever sooner.

62 A casual vacancy arising for the post of an Officer may be filled by the Committee. A Committee member so chosen will hold the post only until the next AGM.

63 Working Groups can be formed by the Committee with a Committee member heading each.

64 The Committee shall be responsible for the conduct of the affairs of the Branch (subject to any directions given by an AGM or a Members’ Meeting) including:

Election of two (or three if the membership exceeds 100) members as delegates to the UNA-UK Conference or UN Forum;

Election of member(s) as Representative to the Management Committee of UNA-Scotland;

Proposing to the AGM, for their approval, the budget for the operation in the ensuing year.

Proposing and amending motions to UNA-UK Conference, in accordance with the UNA-UK procedures.

Committee members - general duties

65 Each of the elected Committee members, as a charity trustee, has a duty, in exercising functions as a charity trustee, to act in the interests of the organisation; and, in particular, must:-

65.1 seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes;

65.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;

65.3 in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party:

65.3.1 put the interests of the organisation before that of the other party;

65.3.2 where any other duty prevents him/her from doing so, disclose the conflicting interest to the organisation and refrain from participating in any deliberation or decision of the other Committee members with regard to the matter in question;

65.4 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.

66 In addition to the duties outlined in clause 65, all of the elected committee members, as charity trustees, must take such steps as are reasonably practicable for the purpose of ensuring: -

66.1 that any breach of any of those duties by an elected Committee member is corrected by the Committee member concerned and not repeated; and

66.2 that any elected Committee member who has been in serious and persistent breach of those duties is removed as a Committee member and therefore also as a trustee.

67 Provided he/she has declared his/her interest - and has not voted on the question of whether or not the organisation should enter into the arrangement – an elected Committee member will not be debarred from entering into an arrangement with the organisation in which he/she has a personal interest; and (subject to clause 68 and to the provisions relating to remuneration for services contained in the Charities and Trustee Investment (Scotland) Act 2005), he/she may retain any personal benefit which arises from that arrangement.

68 No Committee member may serve as an employee (full time or part time) of the organisation; and no Committee member may be given any remuneration by the organisation for carrying out his/her duties as a Committee member or as a charity trustee.

69 Elected Committee members 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 Committee members

70 Each of the elected Committee members, as charity trustees, shall comply with any code of conduct (incorporating detailed rules on conflict of interest) prescribed by the Committee from time to time.

71 The code of conduct referred to in clause 70 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.

DECISION-MAKING BY THE COMMITTEE

Notice of Committee meetings

72 The Committee will normally hold at least six meetings between the AGMs. The provisional dates of these meetings may be decided a year in advance.

73 Any elected Committee member may call a meeting of the Committee or ask the convener to call a meeting of the Committee.

Procedure at Committee meetings

74 No valid decisions can be taken at a Committee meeting unless a quorum is present; the quorum for Committee meetings is five Committee members of whom two must be Officers, present in person.

75 The convener of the organisation, or in her/his absence the vice convener, will be the convener of the Committee and shall act as chairperson of each committee meeting.

76 Every elected Committee member, but not a co-opted member, has one vote, which must be given personally.

77 All decisions at Committee meetings will be made by majority vote.

78 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.

79 The Committee may, at its discretion, allow any person to attend and speak at a Committee meeting notwithstanding that he/she is not a charity trustee - but on the basis that he/she must not participate in decision-making.

80 An elected Committee member must not vote at a Committee meeting (or at a meeting of a sub-committee) on any resolution which relates to a matter in which he/she has a personal interest or duty which conflicts (or may conflict) with the interests of the organisation; he/she must withdraw from the meeting while an item of that nature is being dealt with.

81 For the purposes of clause 80: -

81.1 an interest held by an individual who is “connected” with the Committee member, as a 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 Committee member;

81.2 a Committee member, as a charity trustee, will be deemed to have a personal interest in relation to a particular matter if a body in relation to which he/she is an employee, director, member of the management committee, officer or elected representative has an interest in that matter.

Minutes

82 The Committee must ensure that proper minutes are kept in relation to all Committee meetings.

83 The minutes to be kept under clause 82 must include the names of those present; and should be signed by the chairperson of the meeting.

ADMINISTRATION

Operation of accounts

84 Subject to clause 85, the signatures of two out of three signatories, namely the Treasurer, Convener and Secretary, 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; each of the signatures must be the signature of a charity trustee.

85 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 84.

Accounting records and annual accounts

86 The Committee must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.

87 The Committee must prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions (or if the Committee consider that an audit would be appropriate for some other reason), the Committee should ensure that an audit of the accounts is carried out by a qualified auditor.

88 The financial year shall be from 1 July to 30 June the following year.

MISCELLANEOUS

Winding-up

89 This organisation shall be wound up if it has, for twelve consecutive months, fewer than six individual paid-up members of UNA-UK, and/or if it ceases to be recognised in good standing by UNA-UK.

90 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.

91 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

92 This constitution may (subject to clause 93) be altered by resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 39).

93 The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain steps (e.g. change of name, an alteration to the purposes, amalgamation, winding-up) without the consent of the Office of the Scottish Charity Regulator (OSCR).

Interpretation

94 References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: -

94.1 any statutory provision which adds to, modifies or replaces that Act; and

94.2 any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 94.1 above.

95 In this constitution: -

95.1 “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 2006, providing (in either case) that its objects are limited to charitable purposes;

95.2 “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.