CONSTITUTION OF NORTH EAST EDINBURGH COUNSELLING SERVICE
1. Type of Organisation
The organisation will, upon registration, be a Scottish Charitable Incorporated Organisation (SCIO).
2. Scottish Principal Office
The principal office of the organisation will be in Edinburgh
3. Name
The name of the Scottish Charitable Incorporated Organisation is North East Edinburgh Counselling Service, also known as NEECS.
4. Purpose
The area of benefit covers the North East sector of Edinburgh including Leith, Newhaven, Abbeyhill, Meadowbank, Piershill, Craigentinny, Lochend and Portobello; and such areas of Edinburgh and the Lothians as may be defined according to future development.
4.1 To provide an opportunity for residents of North East Edinburgh and other defined service areas to develop and improve their mental wellbeing by the provision of counselling and other appropriate services in one or more centres. To provide the opportunity for people, whose participation in society is impaired by the distress of diminished mental well being, to be assisted by trained practitioners to address their difficulties, leading to the alleviation of the damaging consequences of mental ill health in their own and others lives.
4.2 To provide an inclusive counselling service for the beneficiaries described above, in particular those who are economically, socially, physically or emotionally disadvantaged; and who are otherwise limited in the options available to them to address their mental well being.
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4.3 To keep pace with, influence the development of, and uphold professional standards in counselling practice and training for the benefit of both NEECS users and counselling services in the voluntary sector.
4.4 To contribute to the reduction of stigmatisation experienced by those with mental wellbeing difficulties, whether temporary or enduring, and to support understanding of the role of counselling with associated professionals and the general public.
5. Powers
5.1 The organisation has power to do anything which is calculated to further its purposes or is conducive or incidental in doing so.
5.2 No part of the income or property of the organisation may be paid or transferred (directly or indirectly) to the members – either in the course of the organisation’s existence or on dissolution – except where this is done in direct furtherance of the organisation’s charitable purposes.
6. Liability of Members
6.1 The members of the organisation have no liability to pay any sums to help to meet the debts (or other liabilities) of the organisation if it is wound up; accordingly, if the organisation is unable to meet its debts, the members will not be held responsible.
6.2 The charity trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and clause 6.1 does not exclude (or limit) any personal liabilities they might incur if they are in breach of those duties or in breach of other legal obligations or duties that apply to them personally.
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7. General Structure
The structure of the organisation consists of:
7.1 The members, who include the Trustees and who have the right to attend any Annual General Meeting or Extraordinary General Meetings and have powers under the Constitution; in particular, to appoint people to serve on the Board and take decisions on changes to the Constitution.
7.2 The Board of Trustees – who hold regular meetings, generally set the policy of the organisation, and are responsible for monitoring and controlling its financial position.
7.3 The people serving on the Board are referred to in this constitution as trustees.
7.4 Trustees may not receive any financial renumeration from the organisation for carrying out their duties.
8. Members
8.1 Qualifications for membership
8.1.1 Membership is open to all persons aged 16 or over who are in agreement with the purposes of the organisation.
8.1.2 Application for membership is also open to any voluntary or statutory agency which satisfies the Trustees that their agency is compatible with the purposes of the organisation.
8.2 Application for membership
8.2.1 Any person or organisation must complete a written application for membership for consideration by the trustees.
8.2.2 The Board may, at its discretion, refuse to admit any person or agency to membership.The Board will notify each applicant promptly of its decision on whether or not to admit him/her to membership.
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8.3 Membership subscription
8.3.1. No membership subscription will be payable by users of the organisation and associated persons.
8.3.2 The Trustees may determine the level of the annual membership fee for other individuals and organisations.
8.4 Register of members
8.4.1 The Board will keep a register of members to include name and address,
the date of registration of membership and the date on which membership ceased.
8.4.2 Where members are also Trustees, the dates of their election, office bearing role and date they ceased to be a Trustee will be recorded.
8.4.3 Registration information will be retained for six years followed the ceasing of membership.
8.4.4 The Board will ensure that the register of members is updated within one
calendar month of any change.
8.4.5 If a member or trustee of the organisation requests a copy of the register of members, the board will ensure a copy is provided within one calendar month, providing the request is reasonable. The Board has the discretion to provide a copy which has the addresses of members blanked out.
8.5 Withdrawal from membership
Any person who wants to withdraw from membership must give written notice to the organisation and will cease to be a member from the time their notice is received by the organisation.
8.6 Transfer of membership
Membership of the organisation may not be transferred by a member
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8.7 Re-registration of membership
8.7.1 The board may, at any time, issue notices to the members requiring them
to confirm that they wish to remain as members, allowing them a period of one calendar month to provide that confirmation.
8.7.2 If a member fails to provide confirmation under clause 8.7.1, the board may terminate their membership
8.8 Termination of Membership
8.8.1 The Trustees shall have the right to terminate any individual or agency
membership if for any reason they are found to be working against the purposes of the organisation.
8.8.2 At least 21 days notice of the intention to terminate membership will be
given to the member concerned, specifying the grounds for the termination
8.8.3 The member concerned will be entitled to respond to the Trustees within
one calendar month of the action in clause 8.8.2.
9.TRUSTEES
The Board of Trustees have the responsibility for setting out the policy
of the organisation in consultation with the Membership and those persons they
have appointed to provide the services of the organisation. The Trustees
have the power to delegate any of their responsibilities to one or more sub
committees they may appoint. The Trustees must ensure that the organisation
complies with any direction, requirement, notice or duty imposed under or by
virtue of the Charities and Trustee Investment (Scotland) Act 2005.
9.1 Composition of the Board of Trustees
The Board of Trustees shall comprise of up to ten members who support the
purposes of the organisation, with the aim of including representation from among the following:-
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- Health and Social Care (including community mental health care)
- Users of NEECS, other mental health services and their carers
- The Voluntary Sector
- Counselling practitioners/training bodies
9.2 Eligibility
A person will not be eligible for election or appointment to the board:
9.2.1 -unless they are a member of the organisation.
9.2.2 - if they are disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005
9.2.3 - if they are an employee of the organisation
9.3 Election
9.3.1 At each AGM, the members may elect any member to the Board (unless ineligible under 9.2.2/3)
9.3.2 The board may at any time appoint a member (unless ineligible under
9.2.2/3)
9.3.3 At each AGM, all of the Trustees must retire from office, but may
then be re-elected under clause 9.3.1
9.3.4 A trustee retiring an an AGM will be deemed to have been re-elected unless:
- they advise the board prior to the conclusion of the AGM that they
do not wish to be re-elected
- an election process was held at the AGM and they were not re-elected
- a resolution for the re-election of that trustee was put to the AGM
and not carried.
9.4 Termination of office
A trustee will automatically cease to hold office if:
9.4.1 They become disqualified from being a trustee under the Charities
and Trustee Investment (Scotland) Act 2005.
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9.4.2 They cease to be a member of the organisation
9.4.3 They become an employee of or contractor to the organisation
9.4.4 They give the organisation written notice of resignation
9.4.5 They are removed from office by the resolution of the board on the grounds that they are considered to have been in serious breach of
their duties under section 66 (1) or (2) of the Charities and Trustee
Investment (Scotland) Act 2005
9.4.6 They are removed from office by a resolution of the members passed at an Extraordinary General Meeting
9.4.7 They are absent from more than 3 consecutive meetings of the board without good reason, but only if the board resolves to remove them from office.
A resolution under 9.4.5, 9.4.6 and 9.4.7 shall be valid only if
9.4.8 The trustee who is the subject of the resolution is given reasonable prior notice of the grounds upon which the resolution for their removal is to be proposed
9.4.9 The trustee concerned is given the opportunity to address the meeting at which the resolution is proposed, prior to the resolution being put to the vote
9.5 Office Bearers
The Trustees shall elect a Chair, Secretary and Treasurer at the first meeting
of the Board after the AGM, if not already elected according to resolution 9.3.
The Chair and Secretary may be re-elected annually up to a maximum of four
consecutive years, after which they have to stand down for a year.
The Treasurer will be elected annually.
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9.6 Procedure for meetings
9.6.1 Four Trustees present will be a quorum for meetings, provided that one is an Office Bearer. Each trustee is entitled to one vote.
9.6.2 In order to pass a resolution, a minimum of two thirds of the trustees present must vote in favour of it.
9.6.3 The Secretary shall be responsible for taking the Minutes in meetings of the Board of Trustees and general meetings.
The Secretary may be assisted by the appointment of a Minutes Secretary, who may be a member of staff.
9.6.4. Two representatives of the counselling team may be invited to
attend.
9.10 Conflict of Interest
In circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party a trustee must:
9.10.1 put the interests of the organisation before that of the other party
9.10.2 where any other duty prevents him/her from doing so, disclose the conflicting interest to the organisation and refrain from participating
in any deliberation or decision of the other trustees with regard to the matter in question
10. General Meetings
10.1 The organisation shall hold an Annual General meeting each year and will give twenty-eight days notice prior to the calling of the meeting by means of publicly displayed notices. The AGM will be held within six months after the end of the organisation’s financial year, which will run from April first to March thirty-first each year.
10.2 The Trustees may convene an Extraordinary General Meeting whenever it is appropriate or an EGM may be requested by not less than seven members of the organisation.
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10.3 Ten members of the organisation present at the meeting will constitute a
quorum for all General Meetings.
10.4 At General Meetings, anyone who is a member of the organisation shall be
entitled to one vote. A two thirds majority is required in order to approve a resolution
11. Finance
All monies realised through grants, subscriptions and donations by or on behalf
of the organisation shall be used for the sole purpose of furthering
its purpose as in clause 4.
11.1 Reimbursement of expenses to any Trustee or volunteer or worker is allowed, provided that the outlay has been for the benefit of the organisation.
11.2 All bank accounts shall be operative on any two signatures from the staff group and the Office Bearers. No more than one of these shall be a member of staff.
12. Accounts
12.1 The Manager will be responsible for the day to day financial
administration and will assist the Treasurer in the preparation of financial reports and accounts.
12.2 The accounts of the organisation shall be prepared by an accountant acting as an independent examiner and the organisation shall pay any fees due.
13. Amendments
Any amendments to alter this Constitution will be submitted to the
organisation in writing a minimum of twenty-one days prior to the AGM and to take effect, must be passed by a two-thirds majority of those entitled to vote.
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14. Dissolution
14.1 If the organisation is to be wound up or dissolved, the process will be carried out in accordance with the procedures set out under the Charities and Trustee Investment (Scotland) Act 2005.
14.2 Any surplus assets available to the organisation immediately preceding its winding up or dissolution must be used for purposes which are the same as – or which closely resemble – the purposes of the organisation as set out in this constitution.
15. Definition
15.1 In this constitution the organisation is defined as a “Scottish Charity” under Section 13 of the Charities and Trustee Investment (Scotland) Act 2005.
15.2 The charitable purpose of the organisation is defined as “The advancement of health” under Section 7 of the Charities and Trustee Investment (Scotland ) Act 2005.
End
Adopted at EGM of 16th January 2013