The material here should enable you to draft, adjust and finalise your constitution and form your voluntary organisation.
There will be some organisations which demand specialised provisions in their constitution and there are some circumstances where legal advice will be helpful. Note that there are only a limited number of solicitors in Scotland who deal regularly with the drafting of legal structures for charitable/voluntary sector bodies. The Law Society of Scotland website has a list of legal firms with specialist charitable experience.
If you are a member of SCVO with an income of less than £500,000, then you can get legal advice and help with drafting your constitution from our Free Legal Advice Service.
Find the right model constitution
For each type of legal structure commonly found in the voluntary sector in Scotland we have provided a model constitution, plus detailed clause-by-clause notes and optional additional clauses.
- Caution! While it may be tempting to simply take the model and fill in the blanks relating to your organisation, you may then find you end up with a document which does not work for you, since every organisation has its own priorities and approach.
- Think it through: It is important that everyone in the steering group should think carefully about the features in the constitution – so that it is a real reflection of what people want to achieve, in relation to the structure for the organisation.
A Scottish Charitable Incorporated Organisation is a legal structure developed especially for charities in Scotland. Find out how to write a constitution for a SCIO.
While a voluntary or unincorporated association is a simple legal form, it still requires a constitution. Find help and resources here to write a constitution for a voluntary association.
A company limited by guarantee can be used as a legal structure both for charities and for other not for profit organisations. Find out how to write a constitution for a company limited by guarantee.
To set up a trust you will need to prepare a trust deed. Our model trust deeds, notes and guidance can help you write a trust deed.
Other things to think about
Each of our models contain a lot of material. Before you start there are a number of common issues that you need to think about, whatever legal structure you choose.
Check whether there is some other organisation which operates under a similar name.
The constitution should set out clearly the main objects of your organisation. If applying for charitable status, then your objects will have to incorporate specific terminology.
Think about the maximum number of board members, external representation, co-option and maximum length of service.
Have you thought about…?
Standing Orders: It is always possible to set out some of the more detailed provisions (so long as they are not in conflict with what is set out in the constitution itself) in the form of standing orders or policy statements eg detailed voting procedures and conflict-of-interest rules. It should be recognised, though, that setting out provisions in documents which are separate from the main constitution can make them less accessible.
Future changes: The constitution can be changed at any time, providing the appropriate resolution is passed at a meeting of the members (though it should be noted that any change to a charitable body’s objects or purposes will require OSCR’s prior consent). So you could start off your voluntary organisation with a very simple form of constitution, and then build in further material (eg. provision for a membership subscription or more detailed categories in relation to the people serving on the management committee), at a later stage.
Should outside organisations vet your constitution? In many cases, it will be a condition of funding for a project that the prospective funding body approves the terms of the constitution. It’s important that you establish at an early stage what sort of features would be acceptable or unacceptable to them, eg some funders require that the constitution states that where two signatures of board members are required they should be unrelated and not live at the same address. If your organisation is to be affiliated to a larger body then you should check what would be acceptable to them.
A seat on the board? If there are outside organisations with which you will have close contact in carrying out your activities, again it would be sensible to bring them into the process at an appropriate point, and possibly reserve a seat on the board for people nominated by a key partner body.
The wider community: In practice, most steering groups consist of a relatively small number of people, and there is no legal requirement to involve the wider community. However, from a practical point of view, if an organisation is intended to represent a particular community it would be advisable to establish the legitimacy of the organisation and its board, by having some sort of wider consultation at an appropriate stage. Again many prospective funding bodies will require evidence of the need for a particular project, and details of wider consultations could provide valuable evidence to support a funding application.
Rather than work with our general models you may find that there is already a model constitution specific to your sector available from a regional or Scottish umbrella organisation, or relevant support agency, which you could adopt. Further help may also be available from your local Third Sector Interface.