Name

1. The Committee will be called the National Postgraduate Committee of the United Kingdom.

Object

2. The object of the Committee shall be to advance, in the public interest, the education of postgraduate students within the United Kingdom.

Powers

3. The Committee, through its Executive, shall have the same fiduciary duties and powers as Trustees under the Law of Scotland so far as relevant. In addition (but without prejudice to generality), and in pursuance of the object set out above (but not otherwise), the Committee shall have the power:

(a):
(i) To participate in public debates and consultations on matters concerning postgraduate education;
(ii) To offer information and guidance to public bodies in respect of practices within postgraduate education;
(iii) To organise meetings and conferences to discuss practices within postgraduate education;
(iv) To prepare, publish and distribute materials on matters concerning postgraduate education;
(v) To liaise with other organisations having compatible objects;
(vi) To facilitate communication and co-operation between postgraduate students’ associations, students’ representative organisations and the wider community;

(b) To pay all properly incurred Committee expenses out of the funds of the Committee;

(c) To enter into transactions for the purchase, lease, acquisition, sale or disposal of goods, property or equipment by way of trading or the provision of services or for fund-raising purposes which it may be necessary or convenient to do in furtherance of the object of the Committee;

(d) To invest the funds of the Committee when not immediately required in any manner whatsoever, and to dispose of, and vary, such investments, as from time to time may be determined by the Executive with the agreement of the Treasurer;

(e) To employ staff to carry out the activities and operations of the Committee, and to make reasonable provision for the payment of pension and other benefits for members of staff, ex-members of staff and their dependants;

(f) To engage such consultants and advisers as are considered appropriate from time to time;

(g) To effect insurance of all kinds, which may include Executive Officers’ liability insurance;

(h) To become members of any corporate body which has objects compatible with that of the Committee and to meet the appropriate subscriptions and charges;

(i) From time to time to subscribe or contribute to any charitable, benevolent or useful concern of a public or private character, the support for which will, in the opinion of the Executive, assist in furthering the object of the Committee, subject to a limit to be decided by the Committee from time to time;

(j) To form any charitable company with compatible objects to that of the Committee, and, if considered appropriate, to transfer to any such company, without any payment being required from the company, the whole or any part of the Committee’s assets and undertaking;

(k) To do all or any of the matters hereby authorised, either alone or in conjunction with, or as factors, trustees or agents for, any other association or person, by or through any factors, trustees or agents;

(l) To purchase, lease, hire, take on feu or otherwise acquire property or rights for the use of the Committee;

(m) To improve, manage, develop or otherwise deal with all or any part of the property and rights of the Committee, in any way which would suit the purposes of the Committee;

(n) To borrow, advance and lend money, upon such securities as may be thought proper, or without giving or obtaining any security therefor;

(o) To enter into and carry into effect any arrangement for joint working, or amalgamation, with any other association with compatible objects to that of the Committee;

(p) To sell, let, hire out, license, dispose of or transfer any part of the property, rights or undertaking of the Committee for any consideration which the Executive may see fit to accept;

(q) To accept stock or shares in, or debentures, mortgage debentures or other securities of, any company, in payment or part payment for any services rendered or in respect of any sale made to or debt owing by any such company;

(r) To enter into, vary, carry out or cancel any contracts, agreements and undertakings which shall further the object of the Committee, and to take legal proceedings to enforce such arrangements if thought necessary by the Executive;

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

(t) To do all such other things as may appear to be incidental or conducive to the fulfilment of the object of the Committee.

The Committee shall, when exercising its powers, promote equality of opportunity and not knowingly discriminate on grounds of age, disability, ethnicity, gender, nationality, political belief, religion or sexual orientation.

Finance

4. The Treasurer shall be responsible to the Committee for drawing up a budget for the financial year to be approved by the AGM, advising the Committee on matters relating to this budget, for the organisation and control of the finances of the Committee and for the supervision of all persons to whom financial administration and accounting are entrusted.

5. The Committee shall at its AGM agree a financial schedule, laying out the maximum expenditure which may be incurred by an Executive Officer. All expenditure above this limit shall be referred to a meeting of the Committee for approval.

6. No elected office bearer or Management Sub-Committee member may serve as an employee (full-time or part-time) of the Committee, excepting that the General Secretary shall be paid a salary by the Committee, and may be remunerated for properly incurred expenditure.

7. No elected office bearer or Management Sub-Committee member (with the exception of the General Secretary) may be given any remuneration by the Committee for carrying out his/her duties as an office bearer of the Committee.

8. Office bearers of the Committee may be refunded all travelling and other expenses reasonably incurred by them in connection with their duties, providing these are approved in advance by the Treasurer.

9. The signature of one out of three signatories appointed by the Committee shall be required in relation to all operations on the bank and building society accounts held by the Committee; different accounts may have different signatories. All bank and building society accounts shall be held at branches in Scotland.

10. The title to all property, including any land or buildings, the tenant’s interest under any lease and (so far as appropriate) any investments, shall be held either in the names of the Chairperson, General Secretary and Treasurer (and their successors in office) or in the name of a nominee company holding such property in trust for the Committee. Any person or body in whose name the Committee’s property is held shall act in accordance with the directions issued from time to time by the Committee.

11. Proper accounts shall be kept to record all income and expenditure of the Committee and to show a true and fair view of the financial position of the Committee. The Treasurer shall be responsible for ensuring the preparation of annual accounts of the Committee for the financial year from 1st August to 31st July, for production within three months of the close of the financial year. The annual accounts will be submitted for audit by auditors agreed by the Committee.

Personal interests

12. An office bearer of the Committee, who has a personal interest in any transaction or other arrangement which the Committee is proposing to enter into, must declare that interest to the Chairperson. He/she will be debarred from voting and may not participate in any discussion on the question of whether or not the Committee should enter into that arrangement. In the event of doubt, the decision of whether or not he/she has a personal interest in an arrangement shall rest with the Chairperson, who may be assisted by the Constitutional Sub-Committee in investigating the matter. The Chairperson shall maintain a confidential register of office bearers’ interests. The Nolan Principles on Standards in Public Life shall apply so far as relevant.

13. A person 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, has a personal interest in that arrangement.

14. Provided he/she has declared his/her interest – and has not voted or participated in discussion on the question of whether or not the Committee should enter into the relevant arrangement – an office bearer of the Committee will not be debarred from entering into an arrangement with the association in which he/she has a personal interest (or is deemed to have a personal interest), and may retain any personal benefit which he/she gains from his/her participation in that arrangement.

Affiliation

15. The following organisations shall be entitled to apply for affiliation to the Committee:

(a) Students’ representative organisations (e.g. associations, councils, fora, guilds and unions) at institutions of further or higher education which have postgraduate students;

(b) Other recognised bodies as defined in the By-Laws.

16. The Committee shall consider each application for affiliation. In particular, where an institution of further or higher education has more than one students’ representative organisation, the Committee shall decide which of these organisations may affiliate to the Committee. The Constitutional Sub-Committee shall hear any appeals against such decisions.

17. Every affiliated organisation shall pay an annual fee, which shall be due on or before the start of each financial year. Affiliation fees shall be determined by the Committee and shall normally follow a set formula.

18. If the annual fee payable by any affiliated organisation remains outstanding more than thirteen weeks after the date on which it fell due (and providing that the affiliate has been given at least one written reminder) the Committee may, by resolution to that effect, deem that particular organisation to have disaffiliated.

19. An affiliated organisation which decides that it wishes to disaffiliate from the Committee shall sign, and lodge with the Committee, a written notice to that effect; on receipt of the notice by the Committee, it shall cease to be an affiliate. No organisation, which has disaffiliated from the Committee during a financial year for which it has paid its annual affiliation fee, shall be entitled to any refund of the affiliation fee it has paid.

20. The Committee may resolve that an organisation's affiliation to the Committee should cease at the end of the current financial year, by way of a motion passed by a two-thirds majority vote at a meeting of the Committee, providing the following procedures have been observed:

(a) At least 10 days' notice of the intention to propose the motion must be given to the affiliate concerned, stating the grounds for the proposed termination of affiliation;

(b) An office bearer of the affiliate concerned shall be entitled to be heard on the motion at the meeting at which it is proposed.
The Constitutional Sub-Committee shall hear any appeals against such decisions.

Membership

21. There will be three classes of membership:

(a) Delegate Membership Each affiliated organisation shall be entitled to nominate one person to be a Delegate Member of the Committee, and shall be entitled to remove, replace, or from time to time vary its nominee to be a Delegate Member, as it sees appropriate. An affiliated organisation may permit its Delegate Member to appoint a proxy to take his/her place, subject to the Committee’s consent. Each Delegate Member shall have one vote.

The method of appointment of each nominee for Delegate Membership shall be in the hands of the affiliated organisation concerned.

No employee of the Committee may at any time be a Delegate Member; any Delegate Member who becomes an employee of the Committee shall ipso facto cease to be a Delegate Member.

(b) Associate Membership Associate Membership shall be conferred by the Committee on whomever it wishes. Except where otherwise defined, Associate Members will have no vote, and such membership will be conferred for a renewable period lasting until the following AGM of the Committee, or the end of the Associate Member’s term of office if later.

The Past General Secretary, Past Chairperson and Past Treasurer, if not otherwise members of the Committee, shall at the discretion of the Committee be Associate Members.

Associate Members who become Delegate Members will have their Associate Membership suspended for the period when they are Delegate Members.

In the event that an elected office bearer ceases to be a Delegate Member, and is not an Honorary Life Member, he/she shall become an Associate Member of the Committee for the remainder of his/her term of office.

(c) Honorary Life Membership Honorary Life Membership shall be conferred by the Committee on whomever it sees fit. Except where otherwise defined, Honorary Life Members will have no vote. Honorary Life Members who become Delegate Members will have their Honorary Life Membership suspended for the period when they are Delegate Members.

22. An affiliated organisation wishing to nominate a person to be a Delegate Member must sign, and lodge with the Committee, a written application for membership; the application must be signed by an authorised office bearer of the organisation.

23. The Committee may resolve to permit a specified organisation to nominate a person to be an Associate Member of the Committee. Any such organisation wishing to nominate a person to be an Associate Member must sign, and lodge with the Committee, a written application for membership; the application must be signed by an authorised office bearer of the organisation.

24. The Committee shall consider each application for membership and shall, at the earliest opportunity, notify the applicant of its decision. The Constitutional Sub-Committee shall hear any appeals against such decisions.

25. The Committee shall maintain a register of members, setting out the full name and contact 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. For Delegate Members, and Associate Members nominated by organisations, the register should also include the full name and address of the organisation which nominated him/her. All persons appointed to membership of the Committee must give their
consent to membership.

26. An organisation which has nominated an individual for Delegate Membership or Associate Membership may remove, replace, or vary pro tempore its nomination at any time by written notice to the Committee to that effect, signed by an authorised office bearer of the organisation. The Committee shall consider each application for a replacement Delegate Member or Associate Member in the usual way.

27. Any person may be expelled from membership, by way of a motion passed by a two-thirds majority vote at a meeting of the Committee, providing the following procedures have been observed:

(a) At least 10 days’ notice of the intention
to propose the motion must be given to the member concerned, specifying the grounds for the proposed expulsion;

(b) The member concerned shall be entitled to be heard on the motion at the meeting at which it is proposed.

The Constitutional Sub-Committee shall hear any appeals against such decisions.

Elections

28. The Committee shall elect a General Secretary, Treasurer, Minutes Secretary and Chairperson from among its members at its AGM. The Committee will elect other office bearers from among its members as it sees fit. The Committee will also elect two Ordinary Executive Officers from among its members who will be without portfolio.

29. Candidates must agree to carry out the remit of the post for which they are standing, as defined by the Constitution, By-Laws or Committee policy, in a responsible manner before their nomination will be accepted.

30. In the event of a person being nominated who is not a member of the Committee, the Committee will consider whether to confer Associate Membership on that person. Should the Committee decide not to confer membership, the candidate will be deemed to have withdrawn his/her nomination.

31. Except where specified otherwise, the term of office for each officer shall be until the end of the AGM following the meeting at which they were elected.

32. The By-Laws may specify particular terms of office for individual office bearers, subject to the restrictions that such terms of office may not exceed twelve months, and the election to the post concerned must take place within four months of the start of the term of office.

33. No officer may serve in a post for a period of greater than thirteen months without standing for re-election.

34. An elected office bearer shall vacate office if:

(a) He/she becomes debarred under any statutory provision from being involved in the administration or management of a charity;

(b) He/she becomes incapable (in the opinion of the Committee) for certified 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 (or, in the cases of the General Secretary or Treasurer, more than three months);

(c) He/she ceases to be a member of the Committee;

(d) He/she becomes an employee of the Committee, unless he/she is the General
Secretary;

(e) He/she resigns office by giving at least 14 days notice in writing to the General Secretary, or, in the case of the General Secretary, by giving 28 days notice to the Chairperson;

(f):
(i) In the case of the Chairperson, Minutes Secretary or Ordinary Executive Officers, he/she has not attended two successive qualifying meetings, where qualifying meetings are those of the Committee or Management Sub-Committee, without submitting written apologies to the General Secretary;
(ii) In the case of other Management Sub-Committee members, he/she has not attended two successive qualifying meetings, where qualifying meetings are those of the Committee or Management Sub-Committee, without submitting a written report on his/her activities on behalf of the Committee since the last meeting;
(iii) In the case of other office bearers, he/she has not attended two successive Committee meetings without submitting written apologies to the General Secretary;

(g) In the case of Management Sub-Committee members (other than the Chairperson, Minutes Secretary or Ordinary Executive Officers), he/she fails to submit objectives and a plan for his/her work during his/her term of office to the next full Committee meeting after his/her election for approval;

(h) A motion calling for him/her to resign is passed, by a two-thirds majority, at a meeting of the Committee.

35. In the event of an elected office bearer vacating office, the Committee will elect a replacement at its next meeting, or, where the office is vacated during a Committee meeting, at the same meeting. The General Secretary, or Chairperson as appropriate, shall make alternative arrangements to ensure the office bearer’s duties are fulfilled until a replacement can be elected. No person who vacates office as a result of (f) or (g) above may stand again for the same position until the Committee explicitly decides otherwise. No person who vacates office as a result of (a) or (h) above may stand again for any elected position until the Committee explicitly decides otherwise. The replacement shall hold office until the end of the term of office of the former office bearer.

36. A candidate may not stand for election to the post of General Secretary if completing the term of office for that post would entail them holding that office for a cumulative period in excess of 30 months.

37. In the event that a retiring General Secretary is elected to another position before the end of their office, the Chair shall appoint another member of the Committee to carry out the duties of the position to which they have just been elected until the end of the term of the General Secretary.

38. The Committee shall elect an Honorary President, who shall hold office until the end of the third AGM after the meeting at which they were elected. A successor will be elected at the AGM at which they are due to retire, or, in the case of their resignation, at the next meeting of the Committee. The holder may stand for re-election. Upon election, the Honorary President will become an Honorary Life Member of the Committee.

Sub-Committees

39. The Committee may, as it sees fit, set up sub-committees to carry out the functions of the Committee.

40. All members of sub-committees, no matter what their class of Committee membership, will be entitled to vote at sub-committee meetings. Sub-committees will, subject to the approval of the full Committee, be able to co-opt non-Committee members onto their sub-committee, subject to the restriction that the number so co-opted will not exceed one-third of the membership of the sub-committee.

41. Decisions of sub-committees will be subject to ratification by the full Committee at the next meeting of the Committee.

42. The Committee shall maintain a register of members for each sub-committee, setting out the full name and contact address of each sub-committee member, the date on which he/she was admitted to sub-committee membership and the date on which any person ceased to be a sub-committee member.

43. The standing sub-committees shall include a Constitutional Sub-Committee, a Financial Sub-Committee and a Management Sub-Committee.

44. The Constitutional Sub-Committee, whose composition may be varied by the Committee from time to time, shall advise the Committee on matters concerning the Constitution, and draft constitutional changes as required.

45. The Financial Sub-Committee, whose composition may be varied by the Committee from time to time, shall advise the Treasurer, and the Committee where necessary, on financial matters.

46. The Management Sub-Committee shall generally control and supervise the activities of the Committee; in particular, it is responsible for monitoring the financial position of the Committee. It shall consist of the General Secretary, Treasurer, Minutes Secretary, Chairperson, two Ordinary Executive Officers, such other elected office bearers as shall be specified in the By-Laws, and any co-optees. The maximum number of Management Sub-Committee members shall be 18.

47. Except as otherwise provided in this Constitution, the Committee and its assets and undertaking shall be managed by the Management Sub-Committee, who may exercise all the powers of the Committee.

48. The Management Sub-Committee may decide emergency Committee policy as necessary. Any policy so decided will take effect immediately, and must be ratified by a full Committee meeting within four months of that policy being agreed. The Management Sub-Committee may not consider motions calling for the resignation of an office bearer.

Meetings of the Committee

49. The Committee will hold an Annual General Meeting in July or August each year, or as near to this time as possible; not more than fourteen months shall elapse between one Annual General Meeting and the next.

50. The business of each Annual General Meeting shall include:
(a) An address by the Chairperson on the Committee’s activities over the past year;
(b) Consideration of the annual accounts and proposed budget for the Committee;
(c) Elections for office bearers.

51. The Committee may convene an Emergency General Meeting at any time; in particular, it must hold an Emergency General Meeting when called to do so by 4 Delegate Members. Such meetings will be held within 28 days of notification to the General Secretary.

52. The business of each Emergency General Meeting shall consist solely of the item or items which led to it being held.

53. The Committee will hold Ordinary General Meetings at intervals not to exceed 6 months, to discuss business notified to the General Secretary in advance of the meeting, and business arising in the two weeks before the meeting.

54. Office bearers will report to each meeting on their activities on behalf of the Committee since the last meeting. The General Secretary and Treasurer will submit the substantive of their report in writing.

55. The General Secretary will send out invitations with a draft agenda of items already notified for each AGM, EGM or OGM at least 21 days in advance of the meeting.

56. The General Secretary will send out a full agenda to those intimating their intention to attend 7 days before the meeting.

57. The quorum for AGMs, EGMs and OGMs will be one quarter of the Delegate Members, including proxies for Delegate Members.

58. Motions for a subject to be discussed or motions to be notified in the agenda must be sent to the General Secretary at least 10 days in advance of the meeting, and must be proposed by one Delegate Member or two members of any other class.

59. Motions may be proposed from the floor,
subject to the restriction that motions concerning policy shall not be competent unless directly arising from an agenda item or they concern events which have occurred within the two weeks prior to the meeting.

60. A motion calling for an office bearer to resign will only be competent if included on the agenda. Such motions will require a two-thirds majority to be carried.

61. The Chairperson shall chair all meetings of the Committee. In the event that the Chairperson is absent, a Chair shall be elected from among those members present.

62. The Minutes Secretary shall be responsible for ensuring accurate minutes are taken of all Committee meetings. The minutes shall include the names and (where appropriate) organisational affiliations of those present. The General Secretary shall keep a Sederunt Book, in which all persons attending meetings of the Committee shall sign their names and institutional affiliations.

63. Any postgraduate student, or office bearer of an organisation entitled to apply for affiliation to the Committee who has designated responsibility for the advocacy of postgraduate students, or assistant to such an office bearer, is entitled to attend meetings of the Committee as a guest of the Committee. Any other person is entitled to attend and/or speak as a guest at the invitation of the Committee. Such guests may be requested to leave the meeting while particular business is discussed if a motion to this effect is passed by the meeting.

64. A Delegate Member who wishes to appoint a proxy to vote on his/her behalf at any meeting must lodge with the Committee, prior to the time when the meeting commences, a written proxy form, signed by him/her. Proxies are subject to acceptance by the Committee. A proxy need not be a member of the Committee. A proxy appointed to attend and vote at any meeting instead of a Delegate Member shall have the same right as the member who appointed him/her to speak at the meeting.

Meetings of sub-committees

65. The Committee will hold sub-committee meetings as it deems necessary; in particular, it must hold a sub-committee meeting when called to do so by any two members of that sub-committee.

66. The General Secretary (or his/her nominee) will send out a notice of meeting to all members of the sub-committee at least 7 days before the meeting.

67. The quorum for sub-committee meetings will be one third of the number of members of the sub-committee.

68. The Chairperson shall chair all meetings of the Management Sub-Committee. In the event that the Chairperson is absent, a Chair shall be elected from among those Management Sub-Committee members present. For other sub-committees, the Chair shall either be specified in the By-Laws or Committee policy, or else shall be elected from among those sub-committee members present.

69. The Minutes Secretary shall be responsible for ensuring accurate minutes are taken of all Management Sub-Committee meetings. For other sub-committees, the Committee shall ensure that accurate minutes are taken of all meetings. The minutes of all sub-committee meetings shall include the names of those present.

70. Each sub-committee may, at its discretion, allow any person who it reasonably considers appropriate (normally this will include any member of the Committee) to attend and/or speak at any meeting of the sub-committee as a guest of the sub-committee. Such guests may be requested to leave the meeting while particular business is discussed if a motion to this effect is passed by the meeting.

Procedural rules applying to all meetings

71. If a quorum is not present within an hour after the time at which a meeting was due to commence – or if, during a meeting, a quorum ceases to be present – the meeting shall stand adjourned to such time and place as may be fixed by the Chairperson.

72. Speakers on a motion or amendment will be called in strict rotation of one for, one against, starting with the proposer of the motion or amendment. The proposer will have the right to sum up. In all cases the proposer will have the right to nominate the seconder to speak for them.

73. The Chair will have the power to limit the lengths of speeches to a time limit, subject to such restriction applying to all speakers on a particular motion or amendment.

74. Motions shall be passed by a simple majority of voting members present, except where otherwise defined.

75. In the event that the Chair demits the chair, the chair will pass to his/her nominee for the period specified.

76. A deliberative vote cannot be cast from the chair. The Chair shall have a casting vote.

77. If the Chair wishes to speak on a motion or amendment, he/she must leave the chair while speaking and for the vote on the motion or amendment.

78. The Chair's ruling shall be final on matters affecting the conduct of the meeting, subject to such ruling being overturned by a two-thirds majority of voting members present. The Chair shall demit the chair while such a vote takes place.

79. The Chair may, with the consent of the meeting, adjourn the meeting to such time and place as the Chairperson may determine.

80. Voting on motions will be by voting card issued to each voting member at the start of the meeting.

81. Members may choose to vote by roll call if a motion to that effect is passed before the vote on the main motion.

82. Members shall vote by secret ballot if the Chair or at least two voting members demand this. A secret ballot may be demanded at any time before the vote on the main motion. It may also be demanded immediately after the result of a vote by voting card is declared.

83. Elections will be by secret ballot except with the unanimous consent of those voting members present.
84. Meetings shall be conducted in accordance with standing orders, as detailed in the By-Laws.

Amendments to the By-Laws

85. Any amendment to a By-Law should be proposed, at the meeting before the one at which it is to be discussed, by a Delegate Member or two members of any other class.

86. Amendments to the amendment may be proposed at this meeting. These shall be held for consideration at the next meeting unless the proposer of the motion agrees to the amendment, whereupon the substantive may be changed with the unanimous consent of those present.

87. Where the amendment was proposed from the floor of the meeting, the General Secretary will circulate details of the amendment and any amendments thereto within 14 days of the meeting.

88. Any further amendments may be sent to the General Secretary at least 10 days in advance of the next meeting proposed by a Delegate Member or two members of any other class, for notification with the previous amendment and amendments thereto in the agenda of the meeting.

89. No further amendments may be proposed at the meeting at which the amendment is discussed.

90. Amendments to the By-Laws require a two-thirds majority to be passed.

Amendments to the Constitution

91. Amendments to the constitution may only be passed by a two-thirds majority at an AGM or EGM.

92. Amendments to the constitution should be proposed at a Committee meeting prior to the AGM (or EGM), and subject to a simple majority of those present, may be passed from there to the AGM (or EGM). Amendments to the amendment may be proposed at that or subsequent meetings before the AGM (or EGM) at which the amendment is to be discussed, and will be passed to the AGM (or EGM) by a simple majority of those present.

93. Alternatively, amendments to the constitution may be proposed by 4 Delegate Members and sent to the General Secretary 28 days before the AGM (or EGM).

94. The amendment (along with any amendments thereto already notified) will be sent out with the agenda to the AGM (or EGM).

95. Amendments to the amendment may be proposed from the floor at the AGM (or EGM) by 4 Delegate Members.

96. Any amendment to the name or object of the Committee will require ratification by a two-thirds majority at two consecutive AGMs at least 11 months apart. Where the amendment is passed at an AGM, this will be taken as the first ratification. Should a ratification fail to gain a two-thirds majority, the amendment will fall.

97. No proposed amendment to any part of this Constitution may be considered by any Committee meeting if the effect would be that the Committee would cease to be a charity.

Dissolution

98. A motion to dissolve the Committee shall be treated in the same way as a motion to amend the Constitution.

99. If a proposal to dissolve the Committee is confirmed by a two-thirds majority of those present and voting at an AGM or EGM, the Management Sub-Committee shall have the power to dispose of any assets held by or on behalf of the Committee. Any assets remaining after satisfaction of the debts and liabilities of the Committee shall be transferred to some other charitable body or bodies having objects similar to that of the Committee; the identity of the body or bodies to which such assets are transferred shall be determined by the members of the Committee at, or prior to, the time of dissolution.

100. For the avoidance of doubt, no part of the income or property of the Committee shall (otherwise than in pursuance of the Committee’s charitable object) be paid or transferred (directly or indirectly) to the members, either in the course of the Committee’s existence or on dissolution.

Interpretation

101. This Constitution is to be interpreted under the Law of Scotland.

102. The Chairperson shall rule on all questions concerning the interpretation of this Constitution. The Constitutional Subcommittee shall hear any appeals against such rulings; a two-thirds majority will be needed to overturn the Chairperson’s ruling.

103. For the purposes of this Constitution, “charitable” shall be interpreted as charitable within the meaning of section 505 of the Income and Corporation Taxes Act 1988 (including any statutory amendment or re-enactment of the provisions of that section); “charity” shall be interpreted accordingly.