A voluntary or unincorporated association is the simplest and least bureaucratic form of legal structure.
With low set up costs, it is suitable where there are no plans to rent or purchase property or employ staff. However, with a voluntary association, the management committee could be personally liable for any debts incurred, and legal proceedings can be taken out against individuals rather than the organisation, which is not recognised as a legal body.
If you were considering this structure and are planning to apply for charitable status, why not consider setting up as a Scottish Charitable Incorporated Organisation? This is a corporate body which provides limited liability for its members and is suitable for organisations that want to become charities, but do not want or need the complex structure of charity law.
Model constitution for a voluntary association
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 and voluntary sector. The remainder of the constitution is drafted in such a way as to fulfil the normal requirements for a voluntary association seeking registration as a charity. If you are pursuing charitable status, your steering group will be limited in how far you can depart from the model. Those areas are identified in the detailed clause-by-clause commentary set out below.
Clause by clause guidance
Follow our detailed clause-by-clause commentary on the model constitution; 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.
These are additional clauses you may want to use, again modelled on the most common variants within the sector. They cover such things as:
- Membership by incorporated and unincorporated bodies
- Co-opted charity trustees
- Some, but not all, elected charity trustees to retire each year
- Maximum period in office for charity trustees
- Outside body having right to representation on board
- Annual membership subscription
- Proxy voting
Forming the Voluntary Association
You should circulate the first draft of your constitution among the steering group so everyone has the opportunity to comment, and ensure any relevant outside organisations, the wider community and key partner bodies are brought into the process of finalising the constitution.
Applying to OSCR
If applying for charitable status, you should finalise the constitution before you submit it to OSCR, and before it is formally adopted.
The first meeting
Once the constitution is finalised, the process of forming your association simply involves convening a meeting of your steering group and formally adopting the constitution. The full name and address of each of the initial members of your management committee and the position within the association to be held by each (ie ‘chair’, ‘treasurer’ or simply ‘management committee member’, as appropriate) should also be inserted. Finally, each of the initial members of your management committee 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 members of the management committee should be given a copy for future reference, and a copy should also be sent to any accountant engaged by the association.