When you are drafting your group’s constitution, give some thought to the future of the group and the inevitable changes you may encounter over the years. For example, you may want to give the members powers to hire, lease or purchase property in the future even if you are not intending to do so straight away.
However, it is inevitable that not all changes can be pre-empted and some changes will mean that your constitution goes out of date, becomes irrelevant or even non-compliant with changing legislation. What happens if your group needs to change its rules?
Ideally your constitution will set out powers to enable you to make the changes you need. If this is not the case, what you do next will depend on:-
- your groups structure and whether or not you are incorporated
- whether or not your group is a registered charity
Incorporated groups making changes to your Articles
- changes to your Articles will require the agreement of the members – this is usually sought at either an AGM or an EGM
- if your group also has charitable status you need to also consider the formal legal requirement to seek consent and/or notify the Office of the Scottish Charities Register (OSCR)
Groups with charitable status making changes to your constitution (or Articles)
Charities on the Scottish Charity Register must seek OSCR’s consent at least 42 days prior to making any of the following changes:-
- changing the name of the charity
- changes to the charitable purposes of the charity as stated in the charity’s governing document
- winding-up or dissolution of the charity
- amalgamating with another charity or body (in which case each charity needs to apply for consent and needs to remember that consent for this does not give any assurance that the new body will meet the charity test – the new body will need to consequently apply for charitable status)
- changing the charity's legal structure (there is an ‘all in one’ consent process for this which will enable the charity to keep its charity registration number)
If you make changes to your constitution relating to any other aspect of your constitution (including changing your charity’s financial year end) you need to inform (notify) OSCR within 3 months of the changes.
Changes will need to be agreed by the majority of the membership at a general meeting (this can be called as an Extraordinary General Meeting if timing does not co-incide with the group’s annual general meeting).
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Last Updated 06/03/2014 10:53