We have called an Extraordinary General Meeting (EGM) of the Trust for December 5th 2023. It will happen immediately before the usual AGMs for our company group. The EGM has been called in order to propose a new set of Articles of Association for approval.
Articles of Association are essentially the “constitution” for the Trust. It is the legal document that lays down what the charity is for and how it operates. Every charity needs to have some version of such a document.
So why do we need to change ours?
The current version is quite old now. There has been some new charity and company law put in place which our current Articles don’t reference, so there’s a need to update accordingly.
There has been new legislation introduced in Scotland under the Land Reform Act. That legislation creates a recognised status for “community bodies” for the purposes of the “Right to Buy” powers for communities.
In order to apply for such status, you need to meet new criteria. These criteria include certain requirements relating to how your organisation is governed, and must appear in your Articles. We meet some of these criteria currently, but not all of them.
Although we don’t currently have immediate plans to make use of the Right to Buy powers in the Act, we might want to in future. Making these changes is a sensible preparation for the future. The new Articles incorporate the changes required.
Housing is now the highest priority problem facing our community. That was identified by our consultation as we developed our latest Community Development Plan.
Unfortunately, our existing aims, as defined in the Articles, and our “charitable objects” don’t currently include an explicit mention of community housing provision. If you do not include key areas of work in your Articles and charitable objectives, it can make it harder to access funding. Because housing is now such a priority area of work for us, it makes sense to address that.
A mechanism we may also wish to use is to register as a “rural housing body”. To do so also requires a clearly defined focus on housing within our charitable aims. The new Articles add this.
Changing your charitable aims is a pretty big deal, requiring approval from the Office of the Scottish Charity Regulator – which we have obtained.
What do the changes mean?
A lot of the wording in the new Articles simply replicates what we already had in the current ones, such as the makeup of our Board (9 elected members of the local community members, plus 3 co-opted others).
However, there are some key changes. Many of these changes are required as part of the Land Reform Act criteria. To meet those criteria, new Articles were developed using a template developed by the Scottish Government for this purpose. Our solicitors, TC Young, have been heavily involved in ensuring the suitability of the Articles.
Key changes include:
- An increase in the quorum (minimum attendance) of our Board meetings – making it more important that members attend regularly and ensuring that we have a broad spectrum of opinion.
- Removal of Associate Membership – the Act requires that no less than 75% of “members” must live in the community in question. There is no distinction between voting members and non-voting members. This makes it impractical for us to continue to have our current “Associate” membership. Associate membership is open to non-Tiree resident people and Junior members. As we would need to ensure that Associate members always remained below 25% of the total this raises difficult practical implications! We decided that the best way to handle this was to remove the category entirely, and set up a “Supporters” scheme in its place. The Supporters scheme will not sit within the formal membership structure. Details will follow soon!
- Annual Membership Renewal – the guidance strongly supports having an annual membership renewal. This is a change for us, as we currently have a “lifetime membership” setup to keep administration to a minimum. The new Articles remove that. Instead, we will put in place a simple and quick process for members to renew. The last thing we want to do is discourage people from being members, but we do need to have a mechanism for picking up on changes – such as members leaving Tiree, changing address or passing away.
- Youth representation – it has long been a goal of the Trust to develop a formal mechanism to involve young people in our decision making. This is encouraged in the new legislation and guidance – so the new Articles incorporate a formal mechanism for that to happen. This includes retaining the Junior membership category, for Tiree-based people aged 12-15.
- Board turnover – the last key change is to formalise routine “turnover” of our Board. We currently have a convention, or “board policy” that says that the longest a board member should continuously serve without at least a one-year gap is six years (two full board terms, in normal circumstances) – but this is not actually codified into our current Articles. The new Articles make this requirement official – guaranteeing a healthy opportunity for new people to get involved.
We took careful account of legal advice in putting the new Articles together, with the support of our solicitors, TC Young.
They have had to be checked by both the Scottish Government Land Reform team, and the Office of the Scottish Charity Regulator, and they have been approved by both bodies.
There’s nothing to prevent us making further changes in the future (although we may need to consider the legislation requirements and implication of certain changes).
The Trust Board feel these changes are in the best interest of the charity and Tiree’s community, especially as housing is so key to our future, and so they commend them to the membership for approval.
To pass the Articles, we need a 75% vote in favour at the EGM, with enough members in attendance.
We hope you’ll join us there!
