A Scottish Charitable Incorporated Organisation is a legal structure developed especially for charities in Scotland.

It is important to note that the SCIO model is only available if the organisation is eligible for charitable status. At a practical level this means that the terms of the objects clause will have to incorporate terminology which can be accepted as representing valid charitable objects by the Office of the Scottish Charity Regulator (OSCR). There will also be a need to satisfy OSCR that the ‘public benefit’ test is satisfied.

Model constitution for a two tier SCIO

You can download this model constitution and use it as the basis for your own organisation’s constitution. Remember that your constitution needs to be carefully drafted to reflect the aims which the organisation will be pursuing in practice, and its activities.

This model constitution reflects the features that are most commonly found in the constitutions of voluntary associations in the charity/voluntary sector, supplemented by particular provisions which reflect requirements set out in the legislation and regulations relating to SCIOs.

The primary legislation and the SCIO regulations set out a number of matters which have to be covered within the constitution of a SCIO. If you remove particular clauses within the model constitution entirely you should check your draft constitution against the legal requirements in the Charities and Trustee Investment (Scotland) Act 2005 and the Scottish Charitable Incorporated Organisations Regulations 2011.

word document icon download as a word document

Clause by clause guidance – two tier SCIO

Follow our detailed clause-by-clause guidance; find explanations of what the clause is there for, whether it is required by law, and information about decisions to be made between alternative possibilities.

PDF icon download as a PDF document

Additional clauses – two tier SCIO

These are additional clauses you may choose to use, again modelled on the most common variants within the sector. They cover such things as:

  • Membership by incorporated or unincorporated bodies
  • Some, but not all, elected charity trustees to retire each year
  • Maximum period in office for charity trustees
  • Annual membership subscription
  • Proxy voting
  • Participation in meetings via telephone/video conference
  • Chief executive (or equivalent) serving as a charity trustee

PDF icon download as a PDF document

Model constitution for a single tier SCIO

Charity law and SCIO regulations allow for the possibility of a single-tier SCIO where the same individuals are both members and charity trustees of the SCIO. That sort of structure is similar to the structure of a traditional trust. While that approach has the benefit of simplicity and reduced administration, it is unsuitable for most applications where accountability to a wider body of members is seen as important.

The single-tier model will only be suitable for a very small proportion of those accessing these resources. It leaves complete control in the hands of a small group of individuals – including control over future changes to the constitution and control over who serves on the SCIO board. If your organisation was planning to have an AGM, as there would be no members to have a vote, the AGM would lack validity. Before you choose this structure you need to think carefully whether your organisation should have a membership.

word document icon download as a Word document

Clause by clause guidance – single tier SCIO

Follow our detailed clause-by-clause guidance; find explanations of what the clause is there for, whether it is required by law, and information about decisions to be made between alternative possibilities.

PDF icon download as a PDF document

Additional clauses – single tier SCIO

These are additional clauses you may choose to use, again modelled on the most common variants within the sector. They cover such things as:

  • Proxy voting
  • Participation in meetings via telephone/video conference
  • Chief executive (or equivalent) serving as a charity trustee

PDF icon download as a PDF document

Forming the SCIO

Consultation

You should circulate the first draft of your constitution among the steering group so that everyone has the opportunity to comment, and ensure any relevant outside organisations, the wider community and key partner bodies are brought into the process. Once finalised, you should submit the constitution to OSCR to apply for charitable status.

Members and Trustees

The application to incorporate a SCIO must be made by two or more “natural” persons who will become the first members of the SCIO if the application is successful. The SCIO must always have at least two members, who may also be charity trustees, but do not need to be. Corporate bodies, such as companies or other SCIOs, cannot apply for the creation of a SCIO, although they may later be appointed as charity trustees or become members.

Once constituted, the SCIO is required to have at least three charity trustees who have the general control and management of the administration of the SCIO. OSCR expects the applicants to be able to name the three or more proposed charity trustees at the point of application; the charity trustees may be natural persons and/or corporate bodies.

The first meeting

Once charitable status has been granted by OSCR and the SCIO has been entered in the Scottish Charity Register, the SCIO becomes a corporate body. The process of forming the SCIO simply involves convening a meeting of the steering group at which the constitution is formally adopted and the three or more persons who were named during the application process as the proposed charity trustees are formally appointed to their positions. The full name and address of each of the charity trustees and the position within the SCIO to be held by each (ie ‘chair’, ‘treasurer’ or simply ‘management committee member’, as appropriate) should also be inserted. Finally, each of the charity trustees should sign the constitution, as additional members can readily be appointed after the association is formed. This simplifies the mechanics of obtaining signatures if the number is kept fairly small, though sufficient people should sign to form a quorum for the first meeting of the management committee.

Keep a copy

A final copy of the constitution should be carefully preserved. Each of the trustees should be given a copy for future reference, and a copy should also be sent to any accountant engaged by the SCIO.