10. Have you prepared the correct governing document for the proposed charity?
A governing document is the written statement that sets out a charity's purpose, structure and describes how it will operate. It can also be called a constitution.
It will usually provide detail on other matters, such as:
- who will manage and control the organisation
- what the organisation’s powers are
- what it can do with money and other assets
- information on membership.
Once you have decided which legal form is best for your plans, you’ll need the right governing document. The different types of governing document you need for each legal form are detailed below.
|
Legal form |
Type of governing document |
|
Scottish Charitable Incorporated Organisation (SCIO) |
SCIO constitution |
|
Company |
Articles of association |
|
Unincorporated association |
Constitution |
|
Trust |
Trust deed |
Providing the wrong type of governing document for the legal form selected in the application form is the most common reason why applications are withdrawn. Please make sure that you provide the correct type of governing document for the corresponding legal form.
OSCCR receives applications to become a charity from existing organisations. It may be that you have a governing document already but need to consider if its suitable and compliant for a charity.
Using a model governing document
We recommend you use a model governing document (if appropriate). Model governing documents can be found in places such as the SCVO website, or from an umbrella body, like Early Years Scotland or the Development Trusts Association Scotland. This will help make sure that your governing document contains all the sections needed to meet legal requirements and support the charity trustees in running the charity.
Quorum
A governing document will outline the minimum number of people necessary to make decisions and conduct the charity’s business.
A quorum can refer to:
- the number of charity trustees required for board meetings, or
- the number of the charity’s members required for membership meetings, for example Annual General Meetings (AGMs).
The model governing documents we have highlighted above have sections for you to include quorums in them.
Information specifically for SCIO constitutions
If you choose a SCIO as your legal form, you will also need to decide which constitution is the most appropriate for your circumstances and there are two options:
- A single tier structure: governed by charity trustees with no additional members.
- A two-tier structure: governed by charity trustees with a membership body which has certain powers or duties.
SCVO has more information on what it means to be a membership body.
Guidance on governing documents
It is very important that you get your governing document right and seek your own independent advice if you are not sure.
The guidance below has more information on preparing a governing document: