Printer-friendly versionWhy do groups write Constitutions?
A constitution sets out the aims and objectives of an organisation and gives a framework and direction; this ensures that everyone is working towards the same ends. It is important therefore that you ensure that your constitution reflects what you want to achieve and how you want to organise yourselves.It is important to get your constitution right. If your document is badly written or ill thought out, it can limit your organisation’s ability to achieve its aims; it can cause problems in the administration of the organisation.
Within your constitution, the terminology may vary depending on what kind of organisation you are. For example, a limited company usually appoints a board of directors; an unincorporated organisation generally appoints a management committee, and is more suited to small voluntary organisations. (See Legal Structures Booklet) However the core of your document will be the same.
Voluntary organisations have a responsibility to oppose discrimination; your constitution should have a clause promoting equal opportunities in your organisation.
There is no legal restriction on how you write a constitution if you are an unincorporated organisation. But if you intend to become a charity you have to incorporate charitable aims into it. For help and advice on this you should contact either East Dunbartonshire CVS or the Inland Revenue direct at I R Charities, Meldrum House, 15 Drumsheugh Gardens, Edinburgh, EH3 7UL. Telephone: 0131 777 4040.
How to prepare a Constitution
- Timetable:
- Prepare draft
- Reach agreement with members on main part of text
- If becoming a charity send to the Inland Revenue for feedback
- Once text is finalised adopt at next meeting or if making changes arrange a public meeting
The Draft
There are standard headings in most constitutions.
1. Name of organisation
Usually the whole name of the organisation is written here and then a phase such as “hereafter referred to as the group”, also if you are confining your activities to a specific area, you could include the area with the title.
2. Aims/Objectives
In this section the service offered by the organisation and how it will be delivered is recorded, e.g. the group shall set up and run a lunch club for elderly people in Riverside. The group will supply a nutritious lunch for all members in suitable premises. You should set these out in broad terms, if you are too specific, you may find that as you evolve you could leave yourselves no scope to develop or extend your activities. Think about how you frame your aims to enable you to promote equal opportunities or intend to apply for charitable status, all of the objects must be charitable and this can include things such as:
- The relief of poor, sick, disabled or aged
- The advancement of education – used by private schools to give them charitable status but it can also be used by voluntary organisations who wish to publicise information or run training
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The advancement of religion
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Other purposes beneficial to the community – this category has much debate about it for example running a campaign about healthy living might well be beneficial to the community but might not be deemed charitable under the law
3. Powers
This section should describe how the organisation would achieve its aims. For example, the group may need the power to raise funds or employ staff.
A power is discretion and need not be exercised, but as with the clause above it is important to be as general as possible to avoid limiting the action of the management committee/board. This can be covered by inserting “shall have the power to do all things necessary for the fulfilment of its objects” after listing the specific powers.
4. Membership
This section should explain who can be members of your organisation, and on what terms. This clause can be simple or complicated depending on the organisation, for example you could word it “membership shall be open to all those suffering from cancer living in the East Dunbartonshire Area.” It is up to the group whether they charge a fee for membership, and state how to apply for membership and the process by which membership is granted or withheld. It is up to the group whether they want to open membership up to include interested parties – carers, professionals etc.
5. Meetings
In this section outline the frequency of meetings of the whole membership, the time of year at which the Annual General Meeting will take place and what business will be transacted. It is usual to include the following at an AGM:
Election of Committee
- Consideration of reports e.g. annual report, treasurer’s report etc
- Appointment of competent person to examine accounts. (If you are an unincorporated organisation and your funds are in excess of £100,000 your accounts must be professionally audited, but if you’re a company limited by guarantee then separate rules apply).
- Any changes to constitution can be done at an AGM or if needed earlier the committee may call a Special General Meeting (SGM)
Management Committee Meetings
In this clause the following should be stated: number of committee members, list of office bearers to be appointed and how long they will hold office, how they will be appointed, how often they will meet, how vacancies are filled, powers to co-opt and fill casual vacancies. It should also be stated here the method of appointing the committee and how many should be serving on a committee at any one time and how long they should be in office for. It should also state how many times per year the committee will meet.
Special General Meetings
Special general meetings can be called to discuss alterations to the constitution and any urgent business requiring a decision by the members. This section must state which length of notice must be given; the amount of notice required; the quorum for the meeting. The clause should allow meetings to be called by the management committee but alternatively, by a proportion of the membership.
Voting at Meetings
The constitution should explain the voting procedure for general meetings and committee meetings. The clause should specify:
- Whether each member has one vote (or whether special voting arrangements – e.g. the members from a particular area voting separately or certain groups having additional voting rights – will apply)
- Whether the chair has a casting vote
- Whether it should be possible to vote by proxy (consider here the rights of members who have disabilities or living in outlying areas)
- What the requirements should be for changes to the constitution itself i.e. whether a two-thirds or 75% majority of the total membership – or of the members who vote on the resolution
6. Minutes
Minutes from all meetings must be kept; this should include management committee meetings, AGM’s, SGM or sub-group meetings. Minutes are usually taken by the secretary but can be delegated to another committee member or member of staff. Each minute should be passed as a correct record at the next meeting and any amendments minuted. You may want to state that minutes be circulated prior to the next meeting. It is also good practice to issue copies to members.
7. Finance
All voluntary organisations should keep accounts – you are legally obliged to do so if you are a charity or a company limited by guarantee. The treasurer is usually responsible for keeping these – this would include maintaining proper accounting records, opening a bank account and preparing accounts for the annual general meeting. You should state the office bearers who are authorised to sign cheques on behalf of the organisation. It is sensible to appoint 3 or 4 signatories one of which should be the treasurer, and that at least two people should sign each cheque.
8. Quorum
This clause should explain how many committee members should be present before a meeting can take place. This could read, “at least 1/3 of the committee must be present before a meeting can take place”, this could also be applied to AGM’s & SGM’s where you could say 1/3 of the membership. It is important to have this clause or otherwise 2 people could turn up at a meeting and make important decisions on behalf of the organisation.
9. Dissolution
This section should describe how the organisation is wound up. Generally, a resolution of the members at a SGM will be required. Details about the amount of notice required and voting procedures should be stated. You must also state how the organisations assets are to be disposed of.
Sample wording for constitutions
Aims & Objectives
Example 1. The objectives of the group shall be to enhance the quality of life of the elderly in the community by:-
- Compiling a register of those in the community who are elderly and vulnerable.
- Visiting those on the register on a regular basis.
- Offering both practical and emotional support as required, acting as a link between elderly and those agencies that can be of assistance.
Example 2. (Stroke Group) To provide welfare services and support for members of the group and their families and carers; to promote and maintain a close working relationship with all individuals and agencies interested in the welfare of people who have had a stroke; to further public awareness and knowledge about strokes and the care and rehabilitation of sufferer through education and publicity.
Example 3. Promote the benefit of the inhabitants of ……….. and environs without distinction of political, religious or other opinions, by association the inhabitants, voluntary organisations and Local Authority, in a common effort to advance education and to provide facilities in the interest of social welfare for recreation and leisure time occupation with the object of improving the conditions of life for the inhabitants.
Dissolution
The association can be dissolved at any time by a resolution, which has been passed at one of its meetings. The resolution must be voted for by at least two thirds of those present at the meeting and entitled to vote. All members will be contacted at least 21 days before the meeting and informed in writing about the terms of the resolution. Any assets that remain after settling the Organisations debts and liabilities must be given to or transferred to one or more charitable organisations with similar aims of the organisation.
How East Dunbartonshire CVS can help?
- EDCVS have staff that can help your organisation to prepare a constitution, write an action plan and give advice on applying for charitable status.
- We have The Directory of Grant Making Trusts in the office. Contact us to make an appointment and you will receive help in using the Directory.
- We have a number of funding books that you may browse.
- We can give advice on capacity building i.e. strengthening your organisation to make you better placed to apply for funding e.g. procedures, administration and finance.
- We can suggest funders who are most likely to fund your type of organisation.
- We run seminars and training on various topics of interest to voluntary organisations.
- We may be able to help you find statistics to back up your funding application, or advice you where to obtain them.
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