YouScotland - Inaugural Meeting

Saturday 9 June 2007 witnessed the formal creation of YouScotland as a campaigning organisation. The inuagural meeting held at Falkirk football stadium was attended by 20 members and supported by many others who could not physically be present on the day.

Tommy Sheppard and Alan Smart kicked things off with their personal insights into the YouScotland story, so far, followed by fellow founding member Jane Denholm presenting the Articles of Association and related papers which would formally establish YouScotland. 

This was followed by an entertaining and inspiring contibution from guest speaker, broadcaster
Lesley Riddoch - on the theme of how to make important things interesting and accessible to ordinary human beings.

The event was rounded off by Steering Group member Geoarge Cambell leading a brainstorming session on future priorities and communications ideas.

The more formal part of the meeting agreed:

1 The draft memorandum and articles of association of YouScotland - a legal requirement dealing with rules and governance issues - dry and boring, but essential to get us up and running

2 To appoint 5 directors of YouScotland - who will carry forward the work in between meetings

3 To create an Advisory Group (of up to 10 people) to support the directors- a number of names were suggested on the day and others to follow.                                                                                       

4 A variety of ideas and issues to form the basis of a future work programme - including a social evening - now confirmed for Wednesday 20 June at 6.00 pm in the Canongate Bar, High Street, Edinburgh

All the relevant conference papers can be accessed here

Video reaction for some of the participants can be viewed here

YouScotland Advisory Group ( including Directors)

Tommy Sheppard:  Chair of YouScotland, owner of the Stand Comedy Club. Former Depute General Secretary of the Scottish Labour Party. Lives in Edinburgh.

Alan Smart: Vice Chair of YouScotland,  freelance TV Producer/director, former Head of Broadcasting at the Scottish Parliament and ex Head of Current Affairs Scottish TV. Lives in Falkirk

Jane Denholm: Secretary of YouScotland. Founding partner and now director of Critical Thinking , a public policy consultancy, specialising in UK education, training and skills. Lives in Edinburgh

Paul Carline: Director of YouScotland, Freelance translator, a member of a European direct democracy think-tank. Former teacher, businessman and perennial activist, also plays in a ceilidh band, Lives in Midlothian.

George Campbell: Director for YouScotland, Freelance photographer and chair of Norfolk Court Residents Association. in the Gorbals. Former Media officer and parliamentary candidate for the Scottish Green Party.

John Drummond: Managing Director of good corporate governance consultancy Integrity Works, and is a founding member of the Constitutional Commission. Lives in Kinross.

Mark Irvine: Convener of Action 4 Equality, Former Unison Official. Lives in Edinburgh.

Dan McGilvary: Director of Alchemy Inns. Longstanding family involvement in the Liberal Party, though not active himself for many years. Lives in Falkirk.

Steve Butler: Training consultant, former SNP official, and ongoing community activist. Lives in Govan. 

Up to six places on the Advisory Group remain vacant and can be filed at the discretion of the Directors of YouScotland

Founding Conference; Agenda

YouScotland Founding Conference
Venue: Falkirk FC Community Stadium, Westfield, Falkirk, FK2 9DX
(Venue Details http://domain1104722.sites.fasthosts.com/)

10.30 Registration

11.00: Guest Speaker  “Engaging with Real People”, Lesley Riddoch, Broadcaster and campaigner.

11.30: YouScotland, The Story So Far: Tommy Sheppard, Alan Smart and Jane Denholm, YouScotland Steering Group. Includes adoption of a draft constitution which will formally establishment of the YouScotland as an organisation

12.20: Priorities for YouScotland - General discussion led off by George Campbell, YouScotland Steering Group

12. 45: Appointment of YouScotland Directors and Advisory Committee in line with newly adopted constitution

13.00: Close of conference

Founding Conference: Cover Paper - Formal Establishment of YouScotland

Setting up YouScotland as a Limited Company

A paper from the Steering Group

Launch meeting

9 June 2007

Issue

YouScotland needs to become established as an organisation, accountable to its members, with a constitution, bank account, office bearers etc

Background

At its meeting on 25 April 2007 the Steering Group considered the advantages and disadvantages of a range of options and identified the type of organisational framework it should pursue. It agreed that YouScotland will:

• be a membership organisation;

• be a company limited by guarantee; and

• not seek charitable status.

A limited liability company is established through registration with the Registrar of Companies at Companies House in Edinburgh. As part of the incorporation procedure two documents must be lodged with the Registrar of Companies, the Memorandum of Association and the Articles of Association, which is the company form of organisational constitution.

Limited Company status requires that a Board of Directors be formally constituted. This will be done but the Steering Group proposes that the day-to-day core business and policy direction of YouScotland should be facilitated by a much wider Advisory Group and this is set out in the draft Memorandum and Articles.

Further details of the background to these decisions is at the Annex.

Discussion

The attached paper contains a draft Memorandum of Association and Articles of Association for YouScotland.

Recommendation

Members online and present at the meeting are invited to:

• Consider and, as appropriate, amend and agree the draft Memorandum and Articles;

• Agree the spirit of the draft Memorandum and Articles; and

• Invite the Steering Group to take steps to finalise and formalise the Memorandum and Articles with a view to establishing the Limited Company as soon as is practical.

Enquiries

Jane W Denholm

j.denholm@criticalthinking.co.uk

0131 220 4520

Annex

Setting up You Scotland as a limited company

Why a Limited Company?

A company limited by guarantee has members who do not make any payment to the company but simply guarantee to pay its debts. Under this arrangement the maximum extent of the members' liability is limited to an agreed amount, usually £1 per member.

The main distinction between a voluntary association and a limited company (and interest from YouScotland’s point of view) is that the limited liability company format provides a very substantial level of protection against personal liability for members. Although SCVO points out that it must be noted that the limit on liability does not extend to any liability which a person might incur in his/her capacity as a director of the company, as distinct from his/her capacity as a member. There are a range of legal duties imposed on directors of a limited company which could give rise to personal liability. SCVO states that ‘broadly speaking, however, it is extremely unlikely that a director would find himself/herself personally liable as a matter of practice, unless s/he acted in a manner which was highly irresponsible. It is important, though, that those involved should have a reasonable understanding of what is involved in relation to their duties as directors’.

SCVO also considers that, so far as the disadvantages are concerned, the registration requirements should not be regarded as a major obstacle. At the end of the day, this is largely a matter of completing the appropriate forms. Similarly, SCVO considers that ‘the dangers of encountering a significant problem with Companies Acts procedures tend to be overstated’. SCVO provide further guidance in detail on all of these matters.

Company limited by guarantee – advantages and disadvantages (from SCVO)

The advantages associated with a company limited by guarantee (as compared with a voluntary association) are as follows.

• limited liability - in terms of a clause contained in the memorandum of association (part of the company’s constitution) each of the members undertakes (“guarantees”) to pay up to a nominal sum (normally £1) towards the company’s debts if it goes into liquidation. The members’ liability is therefore limited to the sum which they guarantee to pay, hence the name “company limited by guarantee”

• the company is a clear legal entity, separate from the people involved in it - and can therefore hold property, enter into leases and other contracts, employ people, etc in its own name. That, in turn, introduces an important element of continuity since none of these would be affected even if the whole board were replaced by a new set of people

• a company is generally regarded by funding bodies and public agencies as a more “stable” structure than a voluntary association

The disadvantages associated with a company limited by guarantee (again, as compared with a voluntary association) are as follows:-

• there are formal registration procedures to be followed in relation to creating a company, in addition to the process of applying to be recognised as a charity

• there is an ongoing requirement to notify a change in directors, a change in the company secretary, or a change in the registered office, to a public register (Companies House). Similarly, annual accounts and annual returns have to be filed with Companies House

• there are various statutory requirements which have to be followed in relation to members’ meetings etc and various principles of company law which could in certain circumstances have an impact on the company (e.g. where a member was wanting to challenge a particular procedure or where a particular proposal in relation to changes to the articles could not be carried through because they would be inconsistent with Companies Acts provisions)

• a company structure is more intimidating for those considering whether to join as members or put themselves forward for election to the board of directors

• set-up costs can be higher than for a voluntary association or trust; and annual costs are higher, particularly if there is an external company secretary and/or if a formal audit is required.

How do we set up the Company?

The limited liability company is established through registration with the Registrar of Companies at Companies House. As part of the incorporation procedure two documents must be lodged with the Registrar of Companies, the memorandum of association and the articles of association, which is the company form of organisational constitution.

There is an initial incorporation fee payable to the Registrar and also an annual cost in being a company.

• The memorandum of association specifies, often in great detail, what the company may do and what its objects are.

• The articles of association are essentially the internal regulations of the company and regulate such matters as the convening and conduct of meetings and appointment and removal of directors.

Not everything has to be pinned down in these documents. 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 articles) in the form of standing orders or policy statements. That is something which is quite commonly done in relation to matters such as detailed voting arrangements and conflict-of-interest rules. It should be recognised, though, that setting out provisions in documents which are separate from the main memorandum and articles may make them less accessible and/or may produce a rather confusing picture for someone trying to understand how the procedures are meant to operate.

The memorandum and articles can be changed at any time, providing the appropriate special resolution is passed at an AGM or EGM. It is quite possible, therefore, to start off a company with a very simple form of memorandum and articles, and then build in further material (eg. provision for a membership subscription or more detailed categories in relation to the people serving on the board), at a later stage. SCVO advises that that approach is preferable to spending weeks and months in the very early stages of a project in developing a very detailed framework for, say, elections to the board only to find out, further down the line, that in practice, many of the positions on the board earmarked for particular interest-groups cannot actually be filled. Time might be better spent in checking out the viability of the project and pursuing funding applications etc.

In practice, most steering groups consist of a relatively small number of people. From one point of view, the smaller the number of people involved in the drafting and adjustment of the memorandum and articles, the more quickly that process can be pursued. There is no legal requirement for any steering group to involve the wider community through inviting other people to join and/or by holding public meetings. SCVO advises that, from a practical point of view, if the organisation is intended to represent a particular community it would be advisable to establish the legitimacy (in an informal sense) of the organisation (and the people sitting on the initial board) by having some form of wider consultation at an appropriate stage (or stages). Having said that, there are many projects which are driven by a small number of committed people, and where no wider meeting is held until the first annual general meeting of the organisation. Even then, the number of members beyond those sitting on the board may be fairly small. As noted above, there is no legal obstacle to that.

The provisions of the Companies Acts are applicable throughout the UK. There are implications for the way accounts are presented and an Annual Return to Companies House must be made.

Memorandum and Articles of Association

These need to cover a number of issues, principally:

• name - YouScotland

• objects - The Memorandum of Association should set out clearly the main objects of the organisation. It is important that these are carefully drafted so as to reflect the aims which the organisation will be pursuing in practice. As a general principle the objects clause has two main aspects. It guides future boards of directors in relation to the range of activities which the company should pursue and it identifies for those dealing with the company what the company is set up to do. This could include people considering whether or not to join as members and, importantly, bodies which are considering whether to provide funding. SCVO advises that including certain terminology could improve the prospects of obtaining grant funding and/or other forms of support. They recommend looking at the constitutions of similar organizations. SCVO cautions that it is very important that the wording which is used in the Memorandum of Association does accurately reflect the aims and activities which the organisation will be pursuing in practice.

• qualifications for membership - A company is effectively a two-tier structure, best understood by reference to the types of decision which can be taken at either Board or member level. Despite appearances, it is the members of a company - rather than the board - who have ultimate control, from the point of view of the legal structure. It is very important, therefore, that careful consideration is given to the question of who ought to be eligible for membership.

the members - who attend the annual general meeting (and any extraordinary general meeting) and have power to take certain fundamental decisions such as changing the name of the company, altering the objects clause, altering the articles of association or indeed adopting a complete new set of articles; issuing policy directions to the board (rare in practice); resolving to wind up the company. In addition, the members elect people to serve on the board

the board - who hold regular meetings during the period between annual general meetings, and generally control and supervise the activities of the company. In particular, the board is responsible for monitoring the financial position of the company.

• composition of the board – The board’s role is to control and supervise the activities of the company. It will meet on a regular basis to receive reports (whether written or verbal), discuss important issues which have arisen, plan for the future and, importantly, monitor the financial position of the company. Some careful thought, therefore, should be given to the composition of the board.two tiers essentially although YouScotland is adding an Advisory Group into its structures.

• conduct of business – general rules for the ways things will be done.

Founding Conference: Memorandum of Association

MODEL MEMORANDUM & ARTICLES OF ASSOCIATION


THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM of ASSOCIATION

of

YouScotland

1. The Company’s name is “YouScotland”

2. The Company’s registered office is to be situated in Scotland.

3. The Company’s objects are: 

(1) Promoting citizen self-empowerment through providing education, training and information about the internet's democratic and campaigning potential;

(2) improving citizens' participation in the democratic process in Scotland and beyond;

(3) providing a forum for informed debate about Scottish democracy and democratic processes generally; and

(4) encouraging debate in economic, social, political and cultural issues of relevance to Scotland and the world.

In pursuance of those aims (but not otherwise), the Company shall have the following powers:

(a) to establish an Advisory Group to oversee the policy direction and conduct the day-to-day business of the organisation;

(b) to maintain a website with news, blogs and discussion boards whereby Members can discuss issues; and

(c) to engage in education, training, campaigning and other activity

(d) To carry on any other activities which further any of the above objects.

(e) To promote companies whose activities may further one or more of the above objects, or may generate income to support the activities of the Company, acquire and hold shares in such companies and carry out, in relation to any such company which is a subsidiary of the Company, all such functions as may be associated with a holding company.

(f) To acquire and take over the whole or any part of the undertaking and liabilities of any body holding property or rights which are suitable for the Company’s activities.

(g) To purchase, take on lease, hire, or otherwise acquire, any property or rights which are suitable for the Company’s activities.

(h) To improve, manage, develop, or otherwise deal with, all or any part of the property and rights of the Company.

(i) To sell, let, hire out, license, or otherwise dispose of, all or any part of the property and rights of the Company.

(j) To lend money and give credit (with or without security) and to grant guarantees and issue indemnities.

(k) To borrow money, and to give security in support of any such borrowings by the Company, in support of any obligations undertaken by the Company or in support of any guarantee issued by the Company.

(l) To employ such staff as are considered appropriate for the proper conduct of the Company’s activities, and to make reasonable provision for the payment of pension and/or other benefits for members of staff, ex-members of staff and their dependants.

(m) To engage such consultants and advisers as are considered appropriate from time to time.

(n) To effect insurance of all kinds (which may include officers’ liability insurance).

(o) To invest any funds which are not immediately required for the Company’s activities in such investments as may be considered appropriate (and to dispose of, and vary, such investments).

(p) To liaise with other voluntary sector bodies, local authorities, UK or Scottish government departments and agencies, and other bodies, all with a view to furthering the Company’s objects.

(q) To establish and/or support a or any charitable body, and to make donations for any charitable purpose falling within the Company’s objects.

(r) To take such steps as may be deemed appropriate for the purpose of raising funds for the Company’s activities.

(s) To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them).

(t) To oppose, or object to, any application or proceedings which may prejudice the Company’s interests.

(u) To enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the Company, and to enter into any arrangement for co-operation or mutual assistance with any charitable body.

(v) To do anything which may be incidental or conducive to the furtherance of any of the Company’s objects.

And it is declared that

(i) in this clause, “property” means any property, heritable or moveable, wherever situated

(ii) any reference in this Memorandum of Association to a provision of any legislation shall include any statutory modification or re-enactment of that provision in force from time to time.



4. (a) The income and property of the Company shall be applied solely towards promoting the Company’s objects (as set out in clause 3).

(b) No part of the income or property of the Company shall be paid or transferred (directly or indirectly) to the Members of the Company, whether by way of dividend, bonus or otherwise.

(c) No Director of the Company shall be appointed as a paid employee of the Company; no Director shall hold any office under the Company for which a salary or fee is payable.

(d) No benefit (whether in money or in kind) shall be given by the Company to any Director except (i) repayment of out-of-pocket expenses or (ii) reasonable payment in return for particular services (not being of a management nature) actually rendered to the Company.

5. The liability of the Members is limited.

6. Every Member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company’s assets if it should be wound up while he/she is a Member or within one year after he/she ceases to be a Member, for payment of the Company’s debts and liabilities contracted before he/she ceases to be a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.

7(a) If on the winding-up of the Company any property remains after satisfaction of all the Company’s debts and liabilities, such property shall not be paid to or distributed among the Members of the Company; that property shall instead be transferred to some other body or bodies (whether incorporated or unincorporated) whose objects are similar (wholly or in part to the objects of the Company.

(b) The body or bodies to which property is transferred under paragraph (a) shall be determined by the Members of the Company at or before the time of dissolution or, failing such determination, by such court as may have jurisdiction at the time.

(c) To the extent that effect cannot be given to the provisions of paragraphs (a) and (b) of this clause 7, the relevant property shall be applied to some other object or objects.

8. Accounting records shall be kept in accordance with all applicable statutory requirements and such accounting records shall, in particular, contain entries from day to day of all sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure take place and a record of the assets and liabilities of the Company; such accounting records shall be open to inspection at all times by any Director of the Company.

WE, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.

Names and addresses of subscribers

1.

2.

3. etc.

Dated

Witness to the above signatures:-

Founding Conference: Articles of Association

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES of ASSOCIATION

of

YouScotland

CONTENTS
GENERAL	general structure	Article 1
MEMBERS	qualifications, application, subscription, register, withdrawal, expulsion, termination/transfer	Articles 2-10
GENERAL MEETINGS (meetings of Members)	general, notice, special/ordinary resolutions, procedure	Articles 11-29
DIRECTORS	maximum number, eligibility, election/ retiral/re-election, termination of office, register, office bearers, powers, personal interests	Articles 30-43
DIRECTORS’ MEETINGS	procedure	Articles 44-55
ADVISORY GROUP	establishment	Article 59
ADMINISTRATION	committees, operation of bank accounts, secretary, minutes, accounting records and annual accounts, notices	Articles 56-58, 60-65
MISCELLANEOUS	winding-up, indemnity, interpretation	Articles 66-70

General structure

1. The structure of the Company consists of:

(a) the MEMBERS – who are the Members of the Company and who have the right to attend the annual general meeting (and any extraordinary general meeting) and have important powers under the Articles of Association and the Companies Acts; in particular, the Members elect people to serve as Directors and take decisions in relation to changes to the Articles themselves.

(b) the DIRECTORS- who hold meetings as and when required during the period between annual general meetings, and generally control and supervise the activities of the Company; in particular, the Directors are responsible for monitoring the financial position of the Company.

(c) The Directors shall constitute themselves as an ADVISORY GROUP and co-opt up to 10 additional Members from among the Members of YouScotland. The Advisory Group will conduct the day-to-day business and direct the policy of the organisation.

2. The Members of the Company shall consist of the subscribers to the Memorandum of Association and such other persons as are admitted to membership under Articles 3 to 5.

Qualification for membership

3. Membership shall be open to people who pay the membership fee and are in agreement with the aims and objectives of YouScotland as set out in paragraph 3 of the Memorandum of Association, wherever in the world they reside.

Application for membership

4. Any person who wishes to become a Member must register their details with the YouScotland website. Membership of YouScotland will become active upon registration of details and receipt of the subscription fee.

5. The Members may, at their discretion, with good reason, instruct the Directors to expel any person from membership.

Membership subscription

6. Members shall pay a subscription to be set and agreed annually at the AGM.

Register of Members

7. The Directors shall maintain a register of Members, setting out the full name and address of each Member, the date on which he/she was admitted to membership, and the date on which any person ceased to be a Member.

Withdrawal from membership

8. Any person who wishes to withdraw from membership shall notify the Company by electronic mail to that effect; on receipt of the notice by the Company, he/she shall cease to be a Member.

Termination/transfer

9. Membership shall cease on death.

10. A Member may not transfer his/her membership to any other person.

General meetings (meetings of Members)

11. The Directors shall convene an annual general meeting in each year (but excluding the year in which the Company is formed); the first annual general meeting shall be held not later than 18 months after the date of incorporation of the Company.

12. Not more than 15 months shall elapse between one annual general meeting and the next.

13. The business of each annual general meeting shall include:

(a) a report by the chair on the activities of the Company

(b) consideration of the annual accounts of the Company

(c) the election/re-election of Directors, as referred to in Articles 37 to 38.

14. The Directors may convene an extraordinary general meeting at any time.

15. The Directors must convene an extraordinary general meeting if there is a valid requisition by 20% or more of the membership (under section 368 of the Act) or a requisition by a resigning auditor (under section 392A of the Act).

Notice of general meetings

16. At least 21 clear days’ notice must be given of (a) an annual general meeting or (b) an extraordinary general meeting at which a special resolution (see Article 23) or a resolution requiring special notice under the Act, is to be proposed; all other extraordinary general meetings shall be called by at least 14 clear days’ notice.

17. The reference to “clear days” in Article 16 shall be taken to mean that, in calculating the period of notice, the day after the notice is posted (or, in the case of a notice contained in an electronic communication, the day after it was sent) and also the day of the meeting, should be excluded.

18. A notice calling a meeting shall specify the nature of the meeting; it shall (a) state whether the meeting is to be held virtually, physically or be a hybrid (b) indicate the general nature of the business to be dealt with at the meeting and (c) if a special resolution (see Article 23) (or a resolution requiring special notice under the Act) is to be proposed, shall also state that fact, giving the exact terms of the resolution.

19. A notice convening an annual general meeting shall specify that the meeting is to be an annual general meeting; any other general meeting shall be called an extraordinary general meeting.

20. Notice of every general meeting shall be given by way of an electronic communication to all the Members and Directors, and (if there are auditors in office at the time) to the auditors.

Voting

21. The Directors will make provision for online voting.

Special resolutions and ordinary resolutions

22. In addition to the matters expressly referred to elsewhere in these Articles, the provisions of the Act allow the Company, by special resolution:

(a) to alter its name;

(b) to alter its Memorandum of Association with respect to the Company’s objects; and

(c) to alter any provision of these Articles or adopt new Articles of Association.

23. For the purposes of these Articles, a “special resolution” means a resolution passed by 75% or more of the votes cast on the resolution at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting and of the intention to propose the resolution has been given in accordance with Articles 16 to 20; for the avoidance of doubt, the reference to a 75% majority relates only to the number of votes cast in favour of the resolution as compared with the number of votes cast against the resolution, and accordingly no account shall be taken of abstentions or Members absent from the meeting.

24. For the purposes of these Articles, an “ordinary resolution” means a resolution passed by majority vote (taking account only of those votes cast in favour as compared with those votes against, and (as applicable) the chairperson’s casting vote), at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting has been given in accordance with Articles 16 to 20.

Procedure at general meetings

25. No business shall be dealt with at any general meeting unless a quorum is attained; the quorum for a general meeting shall be met when at least 5% of Members take part in a vote.

26. The chair of the Company shall (if present and willing to act as chairperson) preside as chairperson of each general meeting.

(i) Where the meeting is being held virtually, if the chair is not able and willing to act as chairperson the vice-chair will act as chairperson for the meeting. If the vice-chair is not willing or able either, the Directors shall elect from among themselves the person who will act as chairperson of that meeting.

(ii) Where the meeting is being held physically, if the chair is not present and willing to act as chairperson within 15 minutes after the time at which the meeting was due to commence, the vice-chair will act as chairperson for the meeting. If the vice-chair is not present either, the Directors present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting.

27. The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.

28. Every Member shall have one vote, which must be given personally if the meeting is virtual.

29. If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled only to a casting vote.

Maximum number of Directors

30. The maximum number of Directors shall be 5.

Eligibility

31. A person shall not be eligible for election/appointment as a Director unless he/she is a Member of the Company.

Election, retiral, re-election

32. At each annual general meeting, the Members may (subject to Article 30) elect any Member (providing he/she is willing to act) to be a Director.

33. At each annual general meeting, all of the Directors shall retire from office - but shall then be eligible for re-election.

Termination of office

34. A Director shall automatically vacate office if:

(a) he/she ceases to be a Director through the operation of any provision of the Act or becomes prohibited by law from being a Director

(b) he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months

(c) he/she ceases to be a Member of the Company

(d) he/she resigns office by notice to the Company

(e) he/she is absent (without permission of the Directors) from more than three consecutive meetings of the Directors, and the Directors resolve to remove him/her from office

(f) he/she is removed from office by ordinary resolution (special notice having been given) in pursuance of section 303 of the Act.

Register of Directors

35. The Directors shall maintain a register of Directors, setting out full details of each Director, including the date on which he/she became a Director, and also specifying the date on which any person ceased to hold office as a Director.

Office bearers

36. The Members shall elect from among themselves a chair, a vice chair, a secretary and two other Directors.

37. All of the Directors shall cease to hold office at the start of each annual general meeting, but shall then be eligible for re-election.

38. A person elected to any office shall cease to hold that office if he/she ceases to be a Director, or if he/she resigns from that office by written or electronic notice to that effect.

Powers of Directors

39. Subject to the provisions of the Act, the Memorandum of Association and these Articles, and subject to any directions given by special resolution, the Company and its assets and undertaking shall be managed by the Directors, who may exercise all the powers of the Company.

40. A meeting of the Directors at which a quorum is present may exercise all powers exercisable by the Directors.

Personal interests

41. A Director who has a personal interest in any transaction or other arrangement which the Company is proposing to enter into, must declare that interest at a meeting of the Directors; he/she will be debarred (in terms of Article 51) from voting on the question of whether or not the Company should enter into that arrangement.

42. For the purposes of the preceding Article, a Director shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any Limited Company of which he/she is a substantial shareholder or Director (or any other party who/which is deemed to be connected with him/her for the purposes of section 317 of the Act), has a personal interest in that arrangement.

43. Provided:

(a) he/she has declared his/her interest; and

(b) he/she has not voted on the question of whether or not the Company should enter into the relevant arrangement

a Director will not be debarred from entering into an arrangement with the Company in which he/she has a personal interest (or is deemed to have a personal interest under Article 42) and may retain any personal benefit which he/she gains from his/her participation in that arrangement.

Procedure at Directors’ meetings

44. Any Director may call a meeting of the Directors or request the secretary to call a meeting of the Directors.

45. Questions arising at a meeting of the Directors shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have an additional casting vote.

46. No business shall be dealt with at a meeting of the Directors unless a quorum is present; the quorum for meetings of the Directors shall be 3.

47. If at any time the number of Directors in office falls below the number fixed as the quorum, the remaining Director(s) may act only for the purpose of filling vacancies or of calling a general meeting.

48. The chair of the Company shall preside as chairperson at every meeting of the Directors. If the chair is unwilling or unable to act as chairperson the vice-chair will act as chairperson for the meeting. If the vice-chair is not willing or able either, the Directors present shall elect from among themselves the person who will act as chairperson of the meeting.

49. Where meetings are held physically, if the chair is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the vice-chair will act as chairperson for the meeting. If the vice-chair is willing or able either, the Directors present shall elect from among themselves the person who will act as chairperson of the meeting.

50. The Directors may, at their discretion, allow any person who they reasonably consider appropriate, to participate in (in terms of virtual meetings) or attend and speak at (in terms of physical meetings) any meeting of the Directors; for the avoidance of doubt, any such person who is invited to participate or attend a Directors’ meeting shall not be entitled to vote.

51. A Director shall not vote at a Directors’ meeting (or at a meeting of a committee) on any resolution concerning a matter in which he/she has a personal interest which conflicts (or may conflict) with the interests of the Company; he/she must withdraw from the meeting while an item of that nature is being dealt with.

52. For the purposes of Article 51, a person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any Limited Company of which he/she is a substantial shareholder or Director, has a personal interest in that matter.

53. A Director shall not be counted in the quorum for a meeting in relation to a resolution on which he/she is not entitled to vote.

54. The Company may, by ordinary resolution, suspend or relax to any extent – either generally or in relation to any particular matter – the provisions of Articles 51 to 53.

Conduct of Directors

55. Each of the Directors shall, in exercising his/her functions as a Director of the Company, act in the interests of the Company; and, in particular, must

(a) seek, in good faith, to ensure that the Company acts in a manner which is in accordance with its objects (as set out in the Memorandum of Association)

(b) act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person

(c) in circumstances giving rise to the possibility of a conflict of interest of interest between the Company and any other party

(i) put the interests of the Company before that of the other party, in taking decisions as a Director

(ii) where any other duty prevents him/her from doing so, disclose the conflicting interest to the Company and refrain from participating in any discussions or decisions involving the other Directors with regard to the matter in question

Delegation to sub-committees

56. The Directors may delegate any of their powers to any sub-committee consisting of one or more Directors and such other persons (if any) as the Directors may determine; they may also delegate to the chair of the Company (or the holder of any other post) such of their powers as they may consider appropriate.

57. Any delegation of powers under Article 56 may be made subject to such conditions as the Directors may impose and may be revoked or altered.

58. The rules of procedure for any sub-committee shall be as prescribed by the Directors.

Advisory Group

59. Specifically, there will be an Advisory Group which will conduct the core and day-to-day business of YouScotland, with the exception of those duties which are the statutory responsibility of the Directors. The Advisory Group will comprise:

(a) the five Directors; and

(b) up to 10 others co-opted by the Directors from among the Members.

The Advisory Group will conduct itself in line with its Terms of Reference and it will be accountable to the Members via the Board of Directors.

Operation of bank accounts

60. The signatures of two out of the signatories appointed by the Directors shall be required in relation to all operations (other than lodgement of funds) on the bank and building society accounts held by the Company; both must be the signature of a Director.

Minutes

61. The Directors shall ensure that minutes are made of all proceedings at general meetings, Directors’ meetings, Advisory Group meetings and meetings of committees; a minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting.

Accounting records and annual accounts

62. The Directors shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements.

63. . The Directors shall prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions or if they otherwise think fit, they shall ensure that an audit of such accounts is carried out by a qualified auditor.

Notices

64. Any notice which requires to be given to a Member under these Articles shall usually be given by way of an electronic communication.

65. Any notice contained in an electronic communication shall be deemed to have been given at the expiry of 24 hours after it is sent; for the purpose of proving that any electronic communication was sent, it shall be sufficient to provide any of the evidence referred to in the relevant guidance issued from time to time by the Chartered Institute of Secretaries and Administrators.

Winding-up

66. If the Company is wound up, the liquidator shall give effect to the provisions of clause 7 of the Memorandum of Association.

Indemnity

67. Every Director or other officer or auditor of the Company shall be indemnified (to the extent permitted by section 309A, 309B and 310 of the Act) out of the assets of the Company against any loss or liability which he/she may sustain or incur in connection with the execution of the duties of his/her office; that may include, without prejudice to that generality, (but only to the extent permitted by those sections of the Act), any liability incurred by him/her in defending any proceedings (whether civil or criminal) in which judgement is given in his/her favour or in which he/she is acquitted or any liability in connection with an application in which relief is granted to him/her by the court from liability for negligence, default or breach of trust in relation to the affairs of the Company.

68. The Company shall be entitled to purchase and maintain for any Director insurance against any loss or liability which any Director or other officer of the Company may sustain or incur in connection with the execution of the duties of his/her office, and such insurance may extend to liabilities of the nature referred to in section 309A(1) of the Act (negligence etc. of a Director).

Interpretation

69. In these Articles:

“the Act” means the Companies Act 1985; any reference in these Articles to a provision of the Act shall be taken to include any statutory modification or re-enactment of that provision which is in force at the time;

“electronic communication” has the same meaning as is assigned to that expression in the Electronic Communications Act 2000.

70. Reference in these Articles to the singular shall be deemed to include the plural.

Names and addresses of subscribers

1.

2.

3. etc.

Dated

Witness to the above signatures:-

A YouScotland of your very own

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Your's not there? email us an we will do our best. These ones are first - made by beboscot , and requested by new Scots, many asylum seekers.

 

   

Votepod'07

Sunshine in Leith

I went along to check out one of Lesley Riddoch's Votepod'07 events, highlighted in her YouScotland Guest Blog, this one in Leith last Thursday, the fourth last in a series of innovative nationwide hustings. This one was certainly innovative - it was in a half completed boxing arena in the Ocean Terminal shopping centre, with the political gladiators actually in the ring - no gloves though! But so too was the event, The Big Neigbouhood Debate, focussing on housing and planning issues, a great venue for such a debate as you could literally see out of the window the "yuppie flats" being built on the former docklands that will transform the Leith area - but to the benefit of the Leithers?

All five main parties were there, and for once ( so I am told), the Labour representative was not on the end of a duffing. Maybe this was because he was Malcolm Chisholm, local labour Holyrood candidate for the Edinburgh North and Leith seat, and much respected former Communities Minister who resigned - nae, was all but sacked by Jacko - for speaking out over Trident2. He also though had an obvious grasp of housing issues and an understanding of the very real dilemmas surrounding housing, planning, environmental and affordability issues. The other candidates - including Malcolm Chisholm's main challenger in Edinburgh North anf Leith, Davie Hutchison of the SNP were also good, and the overall quality of debate and contribution from the floor first class, informed but rarely angry, just as good hustings should be.

And all genuinely good. Nice venue, nice people, good music , some half time poetic satire, and great sandwiches! More please Votepod'07 . But why wait until Votepod'11? We surely don't need election for this sort of thing to be a good idea?

Link to Votepod'07

Reporter:Alan Smart

Hugh Hill

One Man's Election: A View From South Ayrshire

by Hugh Hill

A couple of people here have mentioned that they know my face.  It isn’t surprising since up until recently I used to conduct non religious ceremonies for the Humanist Society of Scotland.  Sadly, nearly all of those ceremonies were funerals.  There was one particular funeral that had a profound effect on me and that was the funeral of a beautiful five year old boy who had died of cancer.  I tell you this because it is a subject I will come back to later.

I decided to enter this election after listening to David Cameron, the leader of the Tory party, expressing his deep concern about the amount of privatisation going on in the NHS.  That combined with the New Labour vote to spend an unimaginable fortune on weapons of mass destruction, was the last straw. New Labour is unquestionably filtering Thatcherite policies into our country. For example;-

NHS privatisation; We have recently witnessed the spectacle of a private company attempting to take over a local doctor’s surgery in Harthill. The PFI scheme; This will ensure that our children and possibly our grandchildren will be paying for these schemes straight into the pockets of private shareholders.

The lack of local authority houses; How on earth could anyone justify the failure to provide descent, basic, affordable housing in this country?

Privatisation and commercialisation programmes in schools and colleges;  The PFI is bad enough but encouraging our children to live on a diet of junk food and irregular food habits is bordering on the criminal.

Tuition fees;  Whatever happened to free education for all?

Low pensions; We are looked upon as the poor man of Europe when it comes to pensions.  Ours are disgustingly low.  We need an immediate and substantial rise in pensions,  and an end to water and sewage bills for pensioners.  I have taken on board the policies of the Scottish Senior Citizen’s Unity Party which includes a national index linked basic pension of £160 a week.  Abolition of the council tax and more residential homes for seniors.  My own policy goes further than that and if you want a large type copy of my manifesto please see me later.

The relentless increase in the gap between rich and poor; Year on year we have seen the rich get richer and the poor get poorer under New Labour.

Law and order; I come from a rural coal mining community where standards of common decency and respect for others were instilled in me from a very young age by my parents and grandparents who founded the local Labour Party.  We need to find ways of getting back to those basic ideals of Labour in Scotland.

Trident and the Iraq war; These are modern day obscenities that fly in the face of not only traditional Labour values but common sense. What better use could this money have been put to in helping find ways of combating the ravages of age and disease throughout the world?  And this is where I come back to the story I mentioned at the beginning of my presentation where I told you about the five year old wee laddie who died of cancer.  Scotland has unquestionably some of the best scientific minds in the world.

Scotland is looked upon as a centre of scientific excellence.  We should be tripling, or more, our investment in medical research. Cancer is curable, but we need the resources both in money and facilities to combat these diseases.  Already, stem cell research, has found a cure for diabetes.    That alone will improve the quality of life for untold millions.  Scotland could be in the forefront of medical research and instead of threatening to destroy millions of lives we could be saving countless millions throughout the world.  The potential through stem cell research for cures for age related diseases is boundless.

That, ladies and gentlemen, is one of the values New Labour threw out.What, I wonder, would that South Ayrshire champion of the common man, James Keir Hardie, who opposed our entry into World War One, have made of the antics of New Labour?  The traditional Labour supporters have been disenfranchised by New Labour.  New Labour not only threw out the old labour policies but the old labour values as well. We need to restore those values in today’s world.  Make no bones about it, Scottish Labour is unquestionably, Scottish New Labour.

Had New Labour sought to retain the traditional good and decent values of Keir Hardy and the countless numbers who fought for those values, then the things I stand for would already have been delivered.
I unashamedly ask for your vote in this election.  Vote Hill – Vote Independent.

Hugh Hill is an independent candidate for Carrick Cumnock and Doon Valley : Born in 1939 into a coal mining family.  He left school at 15 and went into the pits. After a few years in mining he joined the Royal Air Force and ended up in Air Traffic where he remained in ‘Civvy Street’ until his retirement.  He now holds a BSc with honours in psychology, and a Diploma in Secular Ceremony.Hugh is a member of the Humanist Society of Scotland, the British Humanist Society, the Rationalist Association, the Secular Society, Kyle and Carrick Civic Society, Greenpeace, various other secular organisations in USA and Canada, and is executive director of the Secular Fellowship. Hugh strongly believes that every individual has an absolute right to food, clothing, shelter, health and education. Pet loves are Schubert’s 5th symphony, Pink Floyd and science. Pet hates are drivers who don’t indicate their intentions,superstition  and xenophobia.  Not necessarily in that order.

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Votepod '07 Event

ScottishVotePod

Here is the list of events still to come with date and location.

For ticket requests contact us or where listed below the local organiser. Not all events require tickets.

Further details of participants, musicians, timing and arrangements for tickets etc will be announced as and when they are confirmed.

• April 20th  The Big Cairngorm Debate - MacDonald Aviemore Centre. Doors open 7.00 for 7.30pm start. Music from Babelfish. The event will be advertised locally and tickets are required. Organised by The Inner Wheel of Spey Valley there will be a small charge, proceeds going to charity. Please email local organiser.

• April 23rd, The Big Grey Power Debate -  Banqueting Hall, City Chambers, Glasgow. 2.00pm. Music from Sheena Wellington. No tickets required. Organised by the Scottish Pensioners Forum.

• April 25th The Big Neighbourhood Debate – 7.00pm, Ocean Terminal, Leith. 

• April 26th The Big Island Debate – 7.00pm, Aros Centre,  Music from Babalfish.

• April 30th  The Big Work Debate – 7.00pm, Main Lecture Theatre, Abertay University,  Dundee. Music from Sheena Wellington. Free tickets by emailing the organisers Dundee Voluntary Action or phone 0138 2221545

Here is the list of events still to come with date and location.

For ticket requests contact us or where listed below the local organiser. Not all events require tickets.

Further details of participants, musicians, timing and arrangements for tickets etc will be announced as and when they are confirmed.

• April 20th  The Big Cairngorm Debate - MacDonald Aviemore Centre. Doors open 7.00 for 7.30pm start. Music from Babelfish. The event will be advertised locally and tickets are required. Organised by The Inner Wheel of Spey Valley there will be a small charge, proceeds going to charity. Please email local organiser.

• April 23rd, The Big Grey Power Debate -  Banqueting Hall, City Chambers, Glasgow. 2.00pm. Music from Sheena Wellington. No tickets required. Organised by the Scottish Pensioners Forum.

• April 25th The Big Neighbourhood Debate – 7.00pm, Ocean Terminal, Leith. 

• April 26th The Big Island Debate – 7.00pm, Aros Centre,  Music from Babalfish.

• April 30th  The Big Work Debate – 7.00pm, Main Lecture Theatre, Abertay University,  Dundee. Music from Sheena Wellington. Free tickets by emailing the organisers Dundee Voluntary Action or phone 0138 2221545

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