Please find below the text of the constitution of the society as agreed at the AGM in May 2021. If you wish to download a pdf version, click here, and remember to look for the file in your browser download folder.
General
1. The Society is a Registered Charity in Scotland. 2. The principal office of the Society is in Scotland (and must remain in Scotland). 3. The name of the organisation is “Glasgow & West of Scotland Family History Society”. 4. The purpose of the Society is to promote the study of family history. 5. The Society has power to do anything which is calculated to further its purpose or is conducive or incidental to doing so. 6. No part of the income or property of the Society 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 Society’s purpose. 7. The members of the Society have no liability to pay any sums to help 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. 8. The members and charity trustees have certain legal duties under the Charity and Trustee Investment (Scotland) Act 2005; and clause 7 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 might apply to them personally. 9. The structure of the Society consists of: (a) The MEMBERS – who have the right to attend members’ meetings (including any annual meetings) and have important powers under the constitution; in particular, the members appoint people to serve on the council and take decisions on changes to the constitution itself. (b) The COUNCIL – who hold regular meetings, and generally control the activities of the Society; for example, the Council is responsible for monitoring and controlling the financial position of the Society. 10. The members serving on the Council are CHARITY TRUSTEES.
Members
11.Membership is open to (a) any individual aged 16 or over (the Ordinary Members). (b) such other bodies, corporate or incorporate, whose membership of the Society may from time to time be deemed by the members to be of benefit to the Society or the public (the Associate Members). (c) Honorary Members, elected by the Ordinary Members at an Annual General Meeting, one of whom may be designated Honorary President and up to six may be designated Honorary Vice-Presidents. 12. Any person who wishes to become an ordinary member must sign a written or online application for membership; the application will then be considered by Council. 13. The Council may, at its discretion, refuse to admit any person to membership. 14. The Council must notify each applicant promptly (in writing or by e-mail) of its decision whether or not to admit him/her to membership. 15. A membership subscription will be payable. 16. The Council must keep a register of members setting out (a) The full name and address of each person who is – or was, within the preceding six years – a member. (b) The date on which each person was admitted to membership. (c) The date on which any person ceased to be a member. 17. In order for the Society to communicate effectively with its Members, it is the Member’s responsibility to ensure the Society is kept properly advised of any changes required to be made to that Member’s entry. 18. The Council may, at any time, issue notices to members requiring them to confirm that they wish to remain as members of the Society, and allowing them a period of 28 days (running from the date of issue of the notice) to provide that confirmation to the council. 19. If a member fails to provide confirmation to the Council (in writing or by email) that he/she wishes to remain as a member of the Society before the expiry of the 28 –day period referred to in clause 18, membership will lapse. 20. A person may be expelled from membership by a majority decision of the Council but will be entitled to a hearing before the final decision is made
Decision making by Members
21. The Council must convene an annual members’ meeting (an Annual General Meeting, hereafter AGM) in each calendar year. This can be in person or at an online meeting. 22. The AGM of the Society shall be held on a date in April as determined by Council and at least 21 days’ notice thereof shall be given to Members by insertion in the Newsletter. Failing the publication of a timeous Newsletter, members shall be sent their notice of the AGM by e-mail or circular as Council determines. The only business competent to be carried on at the AGM shall be that specifically set out in the Constitution. 23. The gap between one AGM and the next must not be longer than 15 months. However in exceptional circumstances this period can be extended. 24. The business of each AGM must include: (a) a report by the chairperson on the activities of the Society; (b) consideration of the annual accounts of the Society; (c) the election/re-election of charity trustees, as referred to in clauses 55 to 57; (d) determination of the subscription rates for the following year; (e) report by the Independent Examiner or Auditor to the Members on all Financial Statements and the appointment of the said Independent Examiner. 25. The Council may convene a special members’ meeting (Extraordinary General Meeting, hereafter EGM) at any time, giving no less than 21 days clear notice to members in writing or by email. This meeting can be in person or online. 26. An EGM may be convened at the written request of not less than 10 members, whereupon a notice to all members will be given in writing or by e-mail not less than 30 days after the receipt of the request and shall hold the EGM within 42 days of intimation to members, providing (a) the notice states the purpose for which the meeting is to be held; and (b) those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision. 27. At least 21 clear days’ notice must be given of any AGM or any EGM. 28. The reference to “clear days” in clause 26 shall be taken to mean that, in calculating the period of notice, (a) the day after the notices are posted (or sent by e-mail) should be excluded; and (b) the day of the meeting itself should also be excluded. 29. Notice of every members’ meeting must be given to all the members of the Society, and to all the charity trustees, but the accidental omission to give notice to one or more members will not invalidate the proceedings at the meeting. 30. Any notice which requires to be given to a member under this constitution must be (a) sent by post to the member, at the last address notified by him/her to the Society; or (b) sent by e-mail to the member, at the e-mail address last intimated by him/her to the Society. 31. No valid decision can be taken at any members’ meeting unless a quorum is present. 32. The quorum for a members’ meeting is 5 members, present in person or online. 33. If a quorum is not present within 15 minutes after the time at which a members’ meeting was due to start – or if a quorum ceases to be present during a members’ meeting – the meeting cannot proceed; and fresh notices of meeting will require to be sent out, to deal with the business (or remaining business) which was intended to be conducted. 34. The Chairperson shall preside at every meeting of the members at which he/she is present. But if that office is vacant or if the Chairperson is not present within 5 minutes after the time appointed for the meeting, the Vice-chairperson, whom failing any Council member present at the meeting, shall assume the chair and preside. 35. Voting at all members’ meetings of the Society shall be by show of hands or, if demanded, by a poll when votes may be given personally or by proxy. On each Resolution all members shall each have one vote save in the case of a resolution to elect Members of the Council where each member will have one vote in respect of each vacancy to be filled, or in cases involving any class of Members that class may not vote if the context of the constitution so states. Votes by an Associate Member shall be exercised by an accredited representative. No votes may be exercised by or on behalf of any member whose subscription is in arrears. In the case of an equality of votes, the presiding Chairperson shall have a second or casting vote as well as a deliberative vote. A secret ballot may be held at the request of the Chairperson or two other members present at the meeting. The procedure for the secret ballot is at the discretion of the Chairperson. 36. Any member may appoint a proxy to attend at any AGM or EGM on their behalf and in their stead. 37. An instrument appointing a proxy shall be in writing or Email executed by or on behalf of the appointer, and shall be in the following form GLASGOW & WEST OF SCOTLAND FAMILY HISTORY SOCIETY I/We…………of………..being a member of the above Society, hereby appoint the Chairperson as proxy to vote in my/our name and on my/our behalf Resolution 1 *for/against Resolution 2 *for/against Resolution 3 *for/against *strike out as applicable Signed this ……….day of…………….20………… Membership number…………………. presented to the Secretary before the meeting. 38. Any ordinary resolution shall require a simple majority of the votes cast. 39. To be passed a Special Resolution shall require a two-thirds majority of the votes cast by those members present at, either in person, online, or by proxy, and voting at an EGM of the Society. 40. The Society’s subscription year shall be for a period of 12 months from the date of joining. 41. At each AGM the subscription rates for the ensuing subscription year shall be fixed. Subscriptions shall be due and payable on the anniversary of the member’s joining date and if not paid two months later, the member shall be deemed to be in arrears and the membership of the said person shall, unless the Council shall expressly decide otherwise in any particular case, be deemed to have lapsed. 42. The Society shall fix a subscription rate for Ordinary Members applicable from 1st July following the AGM. All members resident outside the United Kingdom shall pay a supplement to cover the cost of additional postage costs. 43. The Council may authorise flexible subscription rates to meet the needs of the Society. 44. The Council must ensure that proper minutes are kept in relation to all business meetings of the Society. 45. Minutes of business meetings must include the names of those present; and (as far as possible) should be signed by the chairperson of that meeting.
The Council
46. The affairs of the Society shall be managed by a Council consisting of the office-bearers, three ex-officio members (Editor, Membership Secretary and Publications Secretary) and up to nine other members. Council Members shall all be members of the Society. The Office-Bearers shall be a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer. The ex-officio members shall be appointed by the Council and these appointments may be terminated by the Council. 47. The maximum number of members of Council is 16. 48. At any given time the number of elected Council Members must exceed the number who were co-opted under clauses 56 and 57. 49. The minimum number of Council Members is 5. 50. The Council shall regulate their proceedings as they think fit but always in the best interests of the Society. However At the request, however, of any Council Member the Secretary shall call a meeting of the Council, which shall be held not later than 21 days following the request. 51. At a Council Meeting a quorum shall not be less than one-third of the Council Members, including at least one Office-Bearer. In the event that there are no serving Office Bearers, a majority of the then serving Council Members shall be a quorum at a meeting for the express purpose of co-opting Office-Bearers. 52. The Chairperson shall preside at every meeting of the Council at which he/she is present. But if that office is vacant or if the Chairperson is not present within 5 minutes of the time appointed for the meeting, the Vice-Chairperson whom failing any Office-Bearer present at the meeting shall preside. 53. Questions arising at a Council meeting shall be decided by a majority of votes of those trustees present. In the case of an equality of votes, the presiding Chairperson shall have a second or casting vote as well as a deliberative vote. 54. A person will not be eligible for election or appointment to the Council if he/she is (a) disqualified from being a charity trustee under the Charity and Trustee Investment (Scotland) Act 2005 or (b) an employee of the Society. 55. At each AGM, the members may elect any eligible member to the Council. 56. All Office-Bearers shall be elected at each AGM to serve until the end of the next following AGM when they shall retire. Office-Bearers shall be eligible for re-election. The Council shall have the power to fill any vacancy or casual vacancy in any office and any Office-Bearer so co-opted shall hold office until the next following AGM. 57. Council members, except for those co-opted or elected to fill a vacancy or casual vacancy, shall be elected at an AGM. They shall serve for a fixed term of two years when they will be eligible for re-election. The Council shall have the power to co-opt to fill any vacancy or casual vacancy in the complement of Council Members. Any individual so co-opted shall serve until the next AGM, when their appointment shall come up for confirmation, and in the event that the appointment is not confirmed, a casual vacancy shall be deemed to arise. Such a casual vacancy arising at an AGM may be filled by election. The Council may from time to time appoint Members to designated posts and such appointees, if not Members of Council, may be invited to attend a Council Meeting but may not vote. Any such appointments may be terminated by a resolution of the Council. Council Members elected or co-opted to fill a casual vacancy may be, at the expiry of the initial period of office, immediately elected to serve for a fixed term of three years. 58. The Council may at any time appoint any non-member to Council and on the understanding that this power to co-opt non-members shall be directed towards ensuring an appropriate balance of skills and experience on the Council, in the interests of good governance. 59. At the conclusion of each AGM, each of the Council members appointed under clause 56 will vacate office but will then be eligible for re-appointment under clause 56. 60. The Council must keep a register of Council Members setting out (a) the full name and address of each person who is, or was, within the preceding five years, a member of Council. (b) the date on which each person joined Council, (c) the date on which any person ceased to be a member of Council. 61. The Council may elect (from among themselves) further office-bearers if they consider that appropriate. The Council will appoint on an annual basis at the AGM, an Auditor or Independent Examiner to inspect the accounts of the Society prior to the subsequent AGM. In the event of that official being unable to perform his/her duties for any reason, the Council will appoint a replacement officer. 62. Except where this constitution states otherwise, the Society (and its assets and operations) will be managed by the Council; and the Council may exercise all the powers of the Society. 63. A meeting of the Council at which a quorum is present may exercise all powers exercisable by the Council. 64. Each of the Council Members has a duty, in exercising functions as a Council Member, to act in the interests of the Society, and, in particular, must: (a) seek, in good faith, to ensure that the Society acts in a manner which is in accordance with its purposes; (b) act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person; (c) in circumstances giving rise to the possibility of conflict of interest between the Society and any other party; (i) put the interests of the Society before that of the other party; (ii) where any other duty prevents them from doing so, disclose the conflicting interest to the Society and refrain from participating in any deliberation or decision of the other Council Members with regard to the matter in question; (d) ensure that the Society complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustees Investment (Scotland) Act 2005. 65. A Council member will automatically cease to hold office if: (a) he/she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005 (b) he/she becomes incapable for medical reasons of carrying out his/her duties as a Council member – but only if that has continued (or is expected to continue) for a period of more than 6 months (c) (in the case of a Council member elected/appointed under clause 57 and 58) he/she ceases to be a member of the Society (d) he/she gives the Society a notice of resignation, signed by him/her (e) he/she is absent (without good reason, in the opinion of Council) from more than three consecutive Council meetings – but only if Council resolves to remove him/her from office (f) he/she is removed from office by resolution of Council 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 (g) he/she is removed from office by a resolution of members passed at a members’ meeting. 66. A resolution under paragraphs (f) and (g) in clause 65 shall be valid only if: (a) the Council member who is the subject of the resolution is given reasonable prior written notice of the grounds upon which the resolution for his/her removal s to be proposed; (b) the Council member concerned is given the opportunity to address the meeting at which the resolution is proposed, prior to the resolution being put to the vote; (c) in the case of a resolution under paragraph (f), at least two thirds (to the nearest round number) of the Council members then in office vote in favour of the resolution. 67. In addition to the duties outlined in clause 64, all of the Council Members must take such steps as are reasonably practical for the purpose of ensuring: (a) that any breach of any of those duties by a Council Member is corrected by the Council member concerned and not repeated; (b) that any Council Member who has been in serious and persistent breach of these duties is removed as a Council Member. 68. Provided they have declared their interest - and have not voted on the question of whether or not the Society should enter into the arrangement – a Council Member will not be debarred from entering into an arrangement with the Organisation in which they have a personal interest; and (subject to clause 64 and to the provisions relating to remuneration for services contained in the Charities and Trustee Investment (Scotland) Act 2005) they may retain any personal benefit which arises from that arrangement. 69. No Council Member may serve as an employee (full time or part time) of the Society and no Council Member may be given any remuneration by the Society for carrying out their duties as a Council Member. 70. Every Member of Council or other appointed Officer, Auditor or Independent Examiner shall be entitled to re-imbursement of all expenditure properly incurred in the performance of his/her duties in relation to the Society and shall be indemnified out of the assets of the Society against any liability incurred by him/her in defending any proceedings brought against him/her in respect of the proper execution of the business of the Society. 71. In the event that there are at any time no serving Members on the Council, any three Ordinary Members may, by a notice served either in the Edinburgh Gazette or in any newspaper serving the area covered in clause 2, convene an Extraordinary General Meeting of the Society for the express purpose of appointing Members (including Office-Bearers) to the Council.
Decision Making by Council
72. The Council must ensure that proper minutes are kept in relation to all Council Meetings and meetings of sub-committees. Minutes of all meetings of the Council shall be taken by the Secretary or such other person as the presiding chairperson shall direct and shall be placed in a Minute Book and when signed by the presiding Chairperson shall be the record of the proceedings of the meetings. 73. The minutes to be kept under clause 72 must include the names of those present, and (so far as is possible) should be signed by the chairperson of the meeting. 74. The Council may delegate any of their powers to sub-committees; a sub-committee must include at least one Council Member, but other members of a sub-committee need not be Council Members. 75. The Council may also delegate to the chair of the Society (or the holder of any other post) such of its powers as it may consider appropriate. 76. When delegating powers under clauses 74 and 75, the Council must set out appropriate conditions (which must include an obligation to report regularly to the Council). 77. Any delegation of powers under clauses 74 and 75 may be revoked or altered by the Council at any time.
Administration
78. The rules of procedure for each sub-committee, and the provisions relating to membership of each sub-committee, shall be set by the Council. 79. The Treasurer shall keep proper financial records which shall be sufficient at all times to explain the financial transactions of the Society and enable the Society’s financial position to be determined. These financial records shall be open at all times to inspection by the Independent Examiner or Auditor or by any member of the Council. The treasurer will provide at the beginning of each month a list of all payments made from the Society’s bank account in the previous calendar month together with a summary of the income for the same period. The treasurer will also prepare an income and expenditure account on a quarterly basis to March, June and September. The treasurer will prepare an annual income and expenditure account to the 31st December each year for approval by the Council before being submitted for inclusion in the Society’s journal. 80. The Accounting Reference Date of the Society shall be the 31st December. 81. As at each Accounting Reference Date the Treasurer shall prepare Financial Statements of the Society which shall be in such format as may from time to time be required to ensure as far as possible that the Society complies with any regulations in regard to charities and their accounting requirement but in the absence of any such regulations shall comprise an Income and expenditure Account for the year ended. 82. An income and expenditure account shall be published in the Society’s first Newsletter to be published on or after 1st March next following after each Accounting Reference Date . 83. All Financial Statements shall be laid before the Members for approval at the AGM immediately following their publication. 84. The Annual Report and Financial Statement of the Society shall be presented in the members’ area on the Society’s website and by post to any other member who requests a copy in paper format. Such publication shall be deemed to be due delivery to the Members of their copy of the Financial Statement. 85. The Independent Examiner or Auditor shall report to Members on all Financial Statements. 86. The Council must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements. 87. The Council must prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions (or if the Council consider that an audit would be appropriate for some other reason), the Council should ensure that an audit of the accounts is carried out by a qualified auditor.
Miscellaneous
88. 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. The Society may be wound up by the passing of a Special Resolution of the members at an EGM of the Society of which due notice has been given to propose the Resolution for the Winding-up. In the event of a Winding-up of the Society the assets of the Society shall first be applied to payment of its liabilities and thereafter the surplus assets of the Society, if any, shall be distributed to a body having similar objects to those of the Society and recognised as a charity, or failing that, some other charitable cause. 89. No Resolution to wind up the Society shall be proposed within 30 days of the passing of any Resolution to amend the Constitution. 90. No amendments to this constitution shall be made except by the passing of a Special Resolution of the Members at an EGM of the Society of which due notice has been given on the intention to propose the amendment. 91. The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain steps (e.g. change of name, an alteration to purposes, amalgamation, winding-up, without the consent of the Office of the Scottish Charity Regulator (OSCR). 92. References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include (a) any statutory provision which adds to, modifies or replaces that Act; and (b) any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under (a) above. 93. The Society shall from time to time publish a Journal. 94. The Society shall from time to time hold Ordinary Meetings of the members for the furtherance of the Purpose of the Society, these meetings being in person or online. 95. In the interpretation of any clause of this Constitution the Law of Scotland shall apply.