Ceartas held an Extrordinary General Meeting on 20th March 2017 at McGregor House in Kirkintilloch to consider changes to the constitution of the organisation, principal amongst which was to convert the organisation to a SCIO. The motion was carried by the requisite margin, and so the conversion to a SCIO will be going ahead in due course.
What is a SCIO?
Most charities or not for profit organisations tend to be either an unincorporated association (for example a sports club), a company or a formal Trust. Sometimes they can be set up by Act of Parliament like Friendly Societies. The majority are most commonly Companies Limited by Guarantee which means that if the Company has financial issues then the liability is restricted to £1 per member and the organisations assets on winding up of the charity can only be passed to another organisation which has similar purposes. In order to get this protection the company needs to submit information to the Registrar of Companies (sometimes referred to as Companies House) and has to submit accounts to them. If an organisation also wants to have charitable status it must register with the Office of the Scottish Charities Regulator or OSCR for short. CEARTAS is a Company Limited by Guarantee which is registered as a charity with OSCR.
Charity Law in Scotland went through an overhaul about 15 years ago as prior to that most of it dated back to the 1920s. As part of this overhaul a new type of charity was set up called a Scottish Charitable Incorporated Organisation commonly referred to as a SCIO. Since 2005 organisations can elect to set up as a SCIO on day 1 rather than have to register with both Companies House and OSCR. Existing organisations can also opt to convert to a SCIO as the administration of the SCIO is much cleaner or simpler.
Why are CEARTAS looking to convert to a SCIO?
All organisations no matter what legal form they take have a constitution (sometimes called Articles of Association) which set out what they do and how they are run. Organisations evolve and change and constitutions similarly get reviewed and changed. CEARTAS was formed before the 2005 and the constitution had not been reviewed for a few years. The Board felt that a few updates were needed and that the management could be streamlined. Conversion to a SCIO addresses this modernising the constitution whilst at the same time getting rid of the need for reporting to both OSCR and Companies House. Having one layer of reporting will also mean a time and cost saving with accounts in particular.
What Changes Are We Making?
A copy of the proposed Constitution is available from the Ceartas office or online here:
The main changes from the old one are:
- Tidying up the wording around our charitable purposes (Clause 4)
- Allowing organisations to become members. However unlike individual members they will have no voting rights in how CEARTAS are run (Clause12)
- Allowing a right of appeal to applicant’s who have their application for membership refused
- Limiting the length of time Trustees can serve on the Board and being clearer on the circumstances under which they retire or can be removed (Clauses 62 to 70)
How Will This Happen?
The proposed changes have already been approved by the Board. However CEARTAS is a member led organisation and in terms of the existing constitution the changes require to be approved at a Special General Meeting with 75% of the attending membership being required to give that approval. It is intended to hold this meeting on 20th March 2017 at 4pm. All members have the right to have a proxy vote if they do not attend personally and the notice will explain how this is done. The revised Articles then need to be submitted to Companies House within 15 days of the Resolution being passed to be effective and the amendments also need to be notified to OSCR within 3 months of them being approved.
Will this make any difference to how CEARTAS operates?
From a member and service users viewpoint the simple answer is no. The changes are mainly administrative such as less onerous reporting being required. If anyone has any questions about the proposed changes please call 0141 775 0433, or email firstname.lastname@example.org, and we will be happy to discuss any concerns you may have.