Proposed modernisation of our Articles of Association

Delivery of the Scottish Wildlife Trust’s vision is underpinned by our commitment to good corporate governance. That helps us manage our activities both efficiently and effectively so that we can realise our potential. Obviously we adhere to all applicable charity law, but we also take full cognisance of the good practice and the values promoted by the Office of the Scottish Charity Regulator (OSCR) and the Charity Governance Code.

As part of its continuing commitment to good governance and after due consideration, our Council of Trustees felt the current Articles of Association had become outmoded in certain respects. Constraints within its constitution meant that the Trust did not necessarily meet the high standards of governance it aspires to. Our Articles of Association date back to the founding of the Trust in 1964 and have been amended five times since then by special resolution.

Further amendments to the Articles were considered to rectify the position but on advice it was considered stronger to modernise the constitution wholesale, taking a model governing document provided by Scottish Council for Voluntary Organisations (SCVO) and adapting it to retain the key aspects and the spirit of the original Trust constitution, including:

  • the original list of the Trust’s objects
  • the terminology used to refer to existing structures such as Council
  • the way the membership structure operates
  • the existing procedures to call and manage members’ meetings
  • identical provision for meeting quorums
  • the existing election protocols for elected Council members

The two main differences introduced within the draft Articles are:

  • first, that Council will comprise of up to eight elected members and four co-opted members. The co-opted members are being introduced  to ensure that Council can maintain a good balance of skills, experience, diversity and geographical representation.
  • secondly, to ensure the progressive and periodic refresh of Council, the Vice-Chairs will no longer benefit from an extended appointment period. All members of Council, other than the Chair and the co-opted members, will now be elected for an initial term of three years. They can then be re-elected for a subsequent three year term. After any second term they must stand down for at least one year before they might stand for re-election.

The proposed new Articles of Association (pdf) were drafted by our lawyers, Morton Fraser. Members will be asked to adopt this new constitution at our 2018 Annual General Meeting in Edinburgh on Saturday 22 September.

Preface

Delivery of the Scottish Wildlife Trust’s vision is underpinned by our commitment to good corporate governance. That helps us manage our activities both efficiently and effectively so that we can …

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