The Scottish Charitable Incorporated Organisation
Model Constitutions
The Charities and Trustee Investment (Scotland) Bill creates a new legal form for charities known as the Scottish Charitable Incorporated Organisation (SCIO). This new form will be entirely optional for charities, and aims to provide them with the benefits of limited liability and corporate personality through registration with the Office of the Scottish Charity Regulator. Our original proposals were largely welcomed in responses to this summer's consultation, and the revised Bill builds on these to provide a comprehensive framework for SCIOs.
Model constitutions have been developed for the Scottish Executive by Burness solicitors. They were originally produced to help the charity bill team establish and discuss with stakeholders how SCIOs should be constituted and regulated. They are now published as drafts on our website, through the links below, to provide early information to the charity sector about how SCIOs might operate in practice.
Two draft models are available. The single tier option will be most suited to organisations with a small number of members who also act as the charity trustees (similar to charitable trusts). The two tier option will be more suited to organisations with a larger group of members who then elect or appoint charity trustees to manage the charity on their behalf. This model is similar to the existing company limited by guarantee form.
The model constitutions have been developed with simplicity and accessibility in mind. We have sought to ensure that they are detailed enough to deal with most day to day issues in the running of an organisation, and to give funders and partners reassurance that the organisation can be well-run. We are keen to ensure that they are easy to follow and will make setting up a new charity simpler for all. We also hope that they follow established good practice in charity governance.
The models have been annotated to show which elements are required by the Charities and Trustee Investment (Scotland) Bill. They also show which elements are likely to be set out in regulations, and which elements are simply suggestions of good practice. For full details of the requirements placed on SCIOs by the Bill, please go to www.scottish.parliament.uk/business/bills/billsInProgress/charities.htm. We are in the process of considering the detail which will be required in secondary legislation, and will consult on draft regulations in due course.
These draft model constitutions have been published as part of the background information to the Bill and are likely to be subject to change as the regulations are finalised. If you have particular comments to make about the operation of SCIOs, please do let us know by emailing charitybill@scotland.gsi.gov.uk or writing to the Charity Bill Team, Voluntary Issues Unit, Area 2-G, Victoria Quay, Edinburgh EH6 6QQ.
Single tier model
Two tier model