Constitution

1. Name of Organisation

1.1. The name of the Association is Guernsey Scottish Association (“the Association”).

 

2. Non-Profit Organisation (NPO), Charitable Purposes & Objectives

2.1. The Association meets the definition of an NPO, an organisation which cannot be defined as a charity but provides non-financial benefit to its members or the public.

2.2. Objectives: The objects of the Association shall be to promote interest in and the enjoyment of all things Scottish and fellowship among members of the Association.

2.3. The Association is established for purposes that align with Schedule 4 of the Bailiwick of Guernsey Charity Law 2022, [[i]] (“the Charity Law”) ensuring its activities provide public benefit. Its objectives are:

2.3.1. Providing support and social engagement opportunities, particularly for those in need within the local Scottish community.

2.3.2. Hosting educational and cultural events, fostering Scottish traditions within Guernsey.

2.3.3. Promoting interest in Scottish heritage and culture for the wider public, ensuring accessibility beyond its membership.

2.4. The Association commits to ensuring that its membership does not constitute "the public" under the Charity Law and will actively engage non-members through public events and educational initiatives.

 

3. Social events and functions

3.1. The Committee shall have the authority and discretion to organise such social events and functions as it believes are consistent with the objects of the Association, in such places and at such times and dates as it believes are appropriate. The responsibility for determining the prices to be charged for attendance at such events and functions shall rest entirely with the Committee, and the Committee shall have the discretion to make additional charges to non-members for attendance.

3.2. The Committee shall have the discretion to determine the number of persons entitled to attend any such event or function and may at its discretion and without giving any reason refuse to permit any person to attend any such event or function. The Committee shall have the authority to organise in the name of the Association events, or activities within events, intended to raise funds for charitable purposes, provided that the proposed recipient charities are clearly identified in advance of any invitation or request to contribute funds.

 

4. Membership

4.1. The Association shall maintain open eligibility, ensuring alignment with charitable inclusivity standards:

4.1.1. The Association shall ensure that members do not derive personal benefit beyond those incidental to advancing its charitable objectives.

4.1.2. Membership shall be available to individuals born in Scotland, of Scottish descent, married/partnered to persons in these groups or interested in Scottish heritage, subject to committee approval.

4.2. There shall be two classes of membership, determined according to the rates of subscriptions paid as set out in clause 4 below. Ordinary members and life members, the latter being made up of Past Presidents and their spouses/partners with the only differentiation between the two classes being one of subscription.

4.3. The rights of Members are as set out in the following paragraphs of this Constitution. All questions affecting the conduct of any member of the Association which the Committee consider detrimental to the Association shall be dealt with by the Committee in its absolute discretion and the Committee may, by a majority vote, order the removal of the name of any person from the list of Members, and thereupon such person shall cease to be entitled to any of the rights and privileges of membership of the Association. Any person whose conduct is deemed worthy of consideration by the Committee in this regard shall be entitled to be notified of that fact and to make such representations in writing or in person to the Committee, but the Committee's decision in all such matters shall be final and not subject to appeal.

 

5. Membership subscriptions

5.1. Membership subscriptions shall be paid on the date of joining and shall become due annually on each anniversary of the date of joining. Any subscription which has not been received by the due date shall be regarded as being in arrears and any person whose subscription is in arrears shall be so informed. 

5.2. Any member failing to pay their Membership subscription within the time specified shall cease to be entitled to any of the rights or privileges of membership until their membership for the current year has been received. The rates of subscriptions for any year shall be decided by Members at the Annual General Meeting (“AGM”) immediately preceding that date, but until and unless determined otherwise shall be as follows:

5.2.1. Single             £10.00 per annum

5.2.2. Family             £22.00 per annum

5.2.3. Couple            £20.00 per annum

*Life members shall be free of charge.

5.3. Payment of the rate applicable to Couples shall confer membership rights upon two people. Payment of the rate applicable to Families shall also confer membership rights upon two people and their children up to the age of 18 years. The Committee shall have the authority to reduce or waive subscriptions payable by Members in circumstances where in their discretion they believe it is appropriate to do so.

 

6. Governance Structure & Committee Oversight

6.1. The Association shall be managed by a Committee, ensuring compliance with relevant Charity/NPO governance requirements:

6.1.1. The Committee shall meet at least quarterly, maintaining records of decisions and governance activities.

6.1.2. A President, Vice-President, Treasurer, Secretary, and Membership Secretary shall oversee governance, ensuring adherence to the Charity Law principles.

6.1.3. The Committee shall comprise at least four Office Bearers and a maximum of 8 elected members in total.

6.2. The Association shall ensure transparency in governance, making relevant documentation available for review by those so entitled, if required.

6.3. Under the Bailiwick of Guernsey Charity Law 2022, the Managing Official Roles: President (Chairman), Treasurer, and Secretary each carry specific governance responsibilities to ensure compliance, financial integrity, and operational oversight of the Association in line with the Bailiwick of Guernsey Charity Law 2022. and to prioritise and protect the objectives of the Association. Their roles are defined as follows:

6.4. President (Chairman)

6.4.1. The President (Chairman) serves as the lead governance officer, responsible for:

6.4.1.1. Strategic oversight: Ensuring the charity operates within its charitable purpose and aligns with Schedule 4 of the Ordinance.

6.4.1.2. Regulatory compliance: Overseeing adherence to Regulation 4 governance requirements, including risk management and reporting obligations.

6.4.1.3. Committee leadership: Chairing meetings, ensuring effective decision-making, and maintaining transparent governance records.

6.4.1.4. Public accountability: Representing the charity in external engagements, ensuring public benefit is demonstrable.

6.5. Treasurer

6.5.1. The Treasurer is responsible for financial management and regulatory compliance, ensuring:

6.5.1.1. Accurate financial reporting: Preparing annual financial statements in line with Guernsey Registry requirements.

6.5.1.2. Asset oversight: Ensuring funds are exclusively applied toward charitable objectives, preventing private benefit.

6.5.1.3. Banking & financial controls: Maintaining proper financial stewardship, ensuring dual signatory requirements for transactions.

6.5.1.4. Regulatory submissions: Ensuring compliance with mandatory financial disclosures, including public access to financial records upon request.

6.6. Secretary

6.6.1. The Secretary ensures administrative and legal compliance, including:

6.6.1.1. Maintaining governance records: Ensuring constitution updates, Board minutes, and regulatory filings are properly documented.

6.6.1.2. Regulatory liaison: Submitting change of particulars forms to the Guernsey Registry within 21 days of any governance changes.

6.6.1.3. Compliance monitoring: Ensuring the charity meets annual reporting obligations.

6.6.1.4. Member communications: Managing official correspondence, ensuring timely notifications for meetings and regulatory updates along with the Membership Secretary as appropriate.

6.7. The President shall not be eligible for re-election as President until a further period of office has been served by that President's successor but will be eligible to serve otherwise on the Committee. The Treasurer and Secretary shall be elected for a period of 9 years but may be eligible for re-election for a further 3 years, subject to annual re-election at the AGM.

6.8. All other members of the Committee shall retire annually at the AGM but shall be eligible for re-election. Any vacancy on the Committee occurring during the year may be filled through an appointment by the Committee and such appointment shall be valid until the next AGM. The Committee shall meet at least four times per annum at venues and on dates and at times which it shall be determined at the discretion of the Committee. The quorum for Committee meetings shall be four, of which at least one must be an Office Bearer. The Committee shall keep records of its meetings. Members of the Association shall have no rights to inspect or receive copies of such records.

6.9. Office Bearers and Committee members shall not be entitled to any remuneration, but they shall be entitled to be indemnified in respect of any reasonable expenses incurred by them in the course of Association business and against reasonable claims made against them in respect of losses incurred by the Association except insofar as these losses are attributable to their gross misconduct or negligence, wilful default, or fraud.

 

7. Risk Governance

7.1. The President (Chairman) shall cause the Committee to meet at least once a year to assess the risks that the Association may be exposed to in the performance of its activities and to agree how best to address those risks.

 

8. Financial Management & Reporting

8.1. To ensure compliance with the Charity Law:

8.1.1. Annual financial statements shall be prepared and made to specific members of the public upon request, ensuring financial transparency.

8.1.2. An independent financial review shall be conducted annually, with an Auditor appointed to oversee compliance with accounting standards.

8.1.3. Any income or assets shall be applied exclusively toward charitable objectives, ensuring no private benefit is obtained by individual members.

8.1.4. The Association shall maintain a bank account with a Guernsey-licensed institution, ensuring proper financial stewardship.

8.2. The income and funds of the Association shall be applied towards the promotion of the objects of the Association as the Committee shall decide.

8.3. The Association shall maintain a bank account or accounts at a bank or banks in Guernsey licensed to act as deposit takers. The Committee shall in its discretion decide which of its Committee members are to be authorised to act as signatories to the Association's bank account or accounts and the operation of these accounts shall always be by two signatories acting together in each case. The Committee shall not otherwise invest the funds of the Association. The accounting year of the Association shall end on 31 December each year, and the Treasurer shall present financial accounts for each calendar year at the AGM next following.

8.4. The Members shall at each AGM appoint an Auditor to report upon the financial accounts for that calendar year and, if thought appropriate, to report to the Committee and/or the Members of the Association upon the management of its financial affairs. The Auditor so appointed shall not be entitled to any remuneration but shall be entitled to be indemnified in respect of any expenses incurred, in the course of the audit, and against any claims made against them in respect of losses incurred by the Association except insofar as these losses are attributable to their gross misconduct or negligence, wilful default, or fraud.

8.5. Membership of the Association shall not be a requirement for qualification to act as Auditor. Any person retiring as an Office Bearer or otherwise from membership of the Committee shall not be eligible for appointment as Auditor until a period of at least one year shall have elapsed. The Auditor appointed may, in extenuating circumstances, appoint an alternate subject to the approval of the Committee.

 

9. Regulatory Compliance & Amendments

9.1. The Association shall register with the Guernsey Registry, ensuring continued compliance with regulatory obligations.

9.2. The Constitution shall be reviewed every two years, ensuring alignment with evolving charity law requirements.

9.3. Amendments to this Constitution require proposal by the Committee and formal ratification at the next Annual or Extraordinary General Meeting, with a majority vote by the Members present and voting.

 

10. Procedure of Annual General Meetings

10.1. The quorum for an AGM shall be ten Members. In the event that there is not a quorum present within thirty minutes of the time set for the commencement of the AGM, the meeting shall stand adjourned to reconvene at the same time and venue fourteen days later, and the business of the Annual General Meeting shall be completed at that reconvened meeting notwithstanding the absence of a quorum on that occasion. The order of business will be:

10.1.1. Apologies

10.1.2. Any other business

10.1.3. Appointment of Auditor

10.1.4. Election of Officers and Committee members

10.1.5. Setting of membership subscription rates

10.1.6. Treasurer's report and presentation of annual accounts

10.1.7. President's report

10.1.8. Matters arising

10.1.9. Minutes of previous AGM

 

11. Extraordinary General Meetings (“EGM”)

11.1. Members will be entitled to attend and vote at all EGMs. All voting shall be by Members of the Association present in person, each Member having one vote. Except as otherwise stated in this Constitution all resolutions shall be deemed to be passed if approved by a majority of those voting. The Committee may at any time convene an EGM at a time, date and place as the Committee may decide, and a notice in writing stating the purpose of the meeting will be sent to each Member at least ten days before the date of the meeting.

11.2. An EGM shall also be convened, at a time, date and place as the Committee may decide, on the requisition in writing stating the purpose of the required meeting of no fewer than 25 per cent of the Members of the Association. On receipt of a valid written requisition for an EGM, the Committee will within fourteen days arrange for a notice in writing will be sent to each Member at least ten days before the date of the meeting. Notice of an EGM may be sent by letter post, fax or email to the last known address of the Member and failure to receive such notice shall not render the proceedings of the meeting invalid. Particulars of the business to be transacted will be included.

11.3. The quorum for an EGM shall be ten Members. In the event that there is not a quorum present within thirty minutes of the time set for the commencement of the EGM, the meeting shall stand adjourned to reconvene at the same time and venue fourteen days later, and the business of the EGM shall be completed at that reconvened meeting notwithstanding the absence of a quorum on that occasion.

 

12. Amendments to constitution

12.1. The Constitution of the Association shall not be added to, amended, or rescinded, except at an AGM or EGM of the Association, and then only with the consent of not less than two-thirds of the Members present and voting at such meeting.

 

13. Dissolution

13.1. In the event of dissolution, the Association’s assets shall not be distributed among members but instead transferred to a Guernsey-registered charitable entity that aligns with its cultural preservation objectives, in accordance with the Charity Law requirements.

13.2. The Association shall be dissolved and its affairs wound up if the Committee deems the Association to be at risk of becoming insolvent or if the number of its Members is reduced below ten. [[ii]] It may also be dissolved and its affairs wound up on the passing of a resolution to that effect by 90 per cent of those attending an EGM convened for the purpose of considering such a resolution, provided that such resolution is subsequently confirmed by the passing of a further resolution in identical terms by 90 per cent of those attending a second EGM convened for that purpose and held 28 days later. On the dissolution of the Association its remaining assets shall be transferred to a Guernsey-registered charitable entity that aligns with its cultural preservation objectives, in accordance with charity law requirements.

 

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