A QUIET REVOLUTION CONSTITUTION

Registered Charity SC046655

GENERAL

Type of organisation

1 The organisation will, upon registration, be a Scottish Charitable Incorporated Organisation (SCIO).

Scottish principal office

2 The principal office of the organisation will be in Scotland (and must remain in Scotland). Name

3 The name of the organisation is A Quiet Revolution.

Purposes

SUMMARY: Relief of funeral poverty and poverty of ceremony

To promote values of Humanism:

- offering support at key life stages - birth, marriage, death - promoting positive attitudes and carrying out legal ceremonies and rites of passage

- supporting women, people who identify as LGBT, BME or disabled and other minority groups to have positive experiences in life;

- promoting positive images of ageing

- providing access to creative engagement activities that enhance confidence and wellbeing.

4 The organisation’s purposes are 1) the advancement of the philosophical belief and the promotion of the values of Humanism (as detailed in the Appendix to this constitution) and 2) the relief of those in need by reason of age, ill-health, disability, financial hardship or other disadvantage by:

4.1 supporting the community through key life stages and promoting positive attitudes, encouraging open conversations and carrying out legal ceremonies and rites of passage around major life events from birth to death;

4.2 supporting women, people who identify as LGBT, BME or disabled and other minority groups to have positive experiences of life;

4.3 promoting positive images of ageing and encouraging active participation in life at all ages and stages, encouraging dialogue and support to address loss, grief and social isolation; and

4.4 providing access to creative engagement activities and retreats, health and wellbeing workshops, support events and life coaching to expand individuals’ horizons, skills, and sense of self and provide new experiences that enhance confidence and wellbeing.

Powers

5 The organisation has the power to do anything which is calculated to further its purposes or is conducive or incidental to doing so.

6 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.

Liability of charity trustees

7 The charity trustees of the organisation (in their capacity as members - see clause 11) 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 charity trustees will not be held responsible.

8 The charity trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and clause 7 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.

General Structure

9 The structure of the organisation consists of the BOARD - who will hold regular meetings and generally control and supervise the strategy and activities of the organisation and monitor the financial position of the organisation.

10 The Board also appoints charity trustees to fill vacancies, and the people serving on the Board (in their capacity as members of the organisation - see clauses 11 and 13) have power to make changes to the constitution itself.

11 The people serving on the Board are referred to in this constitution as CHARITY TRUSTEES - and they are also the MEMBERS of the organisation for the purposes of the Charities and Trustee Investment (Scotland) Act 2005.

12 Under the provisions of this constitution, no-one can be a member unless he/she is also a charity trustee of the organisation.

13 The Charities and Trustee Investment (Scotland) Act 2005 requires certain decisions to be taken by the charity trustees in their capacity as members of the organisation.

BOARD

Number of charity trustees

14 The minimum number of charity trustees is three.

15 The maximum number of charity trustees shall be determined by the charity trustees. Eligibility

16 A person will not be eligible for election or appointment to the Board if he/she/they are: -

16.1 disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or

16.2 an employee of the organisation.

Initial charity trustees

17 The individuals who signed the charity trustee declaration forms which accompanied the application for incorporation of the organisation shall be deemed to have been appointed by the members as charity trustees with effect from the date of incorporation of the organisation.

Appointment/retiral

18 The Board may at any time appoint any person to be a charity trustee - by way of a resolution passed by majority vote at a Board meeting.

19 At the conclusion of each AGM, any charity trustee appointed/re-appointed under clause 18 who has served for a term of two years since he/she was last appointed/re-appointed will vacate office - but will then be eligible for re-appointment under clause 18 at the next Board meeting.

20 For the purposes of clause 19:

20.1 the period between the date of appointment/re-appointment of an charity trustee and the AGM which next follows shall be deemed to be a period of one year (unless it is of less than six months’ duration, in which case it shall be disregarded);

20.2 the period between one AGM and the next shall be deemed to be a period of one year;

20.3 if an individual ceases to be an charity trustee and is then re-appointed as a charity trustee within a period of six months, he/she shall be deemed to have held office as a charity trustee continuously.

21 A charity trustee vacating office at the conclusion of an AGM will be deemed to have been re-elected at the board meeting which next follows unless:

21.1 he/she advises the board that he/she does not wish to be re-appointed; or

21.2 a resolution for the re-appointment of that charity trustee was put to the board meeting and was not carried.

Termination of office

22 A charity trustee will automatically cease to hold office if: -

22.1 he/she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005;

22.2 he/she becomes incapable for medical reasons of carrying out his/her duties as a charity trustee - but only if that has continued (or is expected to continue) for a period of more than six months;

22.3 he/she becomes an employee of the organisation;

22.4 he/she gives the organisation a notice of resignation, signed by him/her;

22.5 he/she is absent (without good reason, in the opinion of the Board) from more than three consecutive meetings of the Board - but only if the Board resolves to remove him/her from office;

22.6 he/she is removed from office by resolution of the Board on the grounds that he/she is considered to have committed a material breach of the code of conduct for charity trustees (as referred to in clause 39); or

22.7 he/she is removed from office by resolution of the Board on the grounds that he/she is considered to have been in serious or persistent breach of his/her duties under section 66(1) or (2) of the Charities and Trustee Investment (Scotland) Act 2005.

23 A resolution under paragraph 22.6 or 22.7 shall be valid only if: -

23.1 the charity trustee who is the subject of the resolution is given reasonable prior written notice of the grounds upon which the resolution for his/her removal is to be proposed;

23.2 the charity 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; and

23.3 at least two thirds (to the nearest round number) of the charity trustees then in office vote in favour of the resolution.

24 The Board must keep a register of charity trustees, setting out

24.1 for each current charity trustee:

24.1.1 his/her full name and address;

24.1.2 the date on which he/she was appointed as a charity trustee; and

24.1.3 any office held by him/her in the organisation;

24.2 for each former charity trustee - for at least 6 years from the date on which he/she ceased to be a charity trustee:

24.2.1 the name of the charity trustee;

24.2.2 any office held by him/her in the organisation; and

24.2.3 the date on which he/she ceased to be a charity trustee.

25 The Board must ensure that the register of charity trustees is updated within 28 days of any change:

25.1 which arises from a resolution of the Board; or

25.2 which is notified to the organisation.

26 If any person requests a copy of the register of charity trustees, the Board must ensure that a copy is supplied to him/her within 28 days, providing the request is reasonable; if the request is made by a person who is not a charity trustee of the organisation, the Board may provide a copy which has the addresses blanked out - if the SCIO is satisfied that including that information is likely to jeopardise the safety or security of any person or premises.

27 The members of the organisation are identical to its charity trustees - and therefore the organisation does not require to keep a separate register of members.

Office –bearers

28 The charity trustees may elect (from among themselves) a chair, a treasurer and a secretary.

29 In addition to the office-bearers in clause 28, the charity trustees may elect (from among themselves) further office-bearers if they consider that appropriate.

30 All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected under clause 28 or 29.

31 A person elected to any office will automatically cease to hold that office: - 31.1 if he/she ceases to be a charity trustee; or

31.2 if he/she gives to the organisation a notice of resignation from that office, signed by him/her.

Powers of Board

32 Except where this constitution states otherwise, the organisation (and its assets and operations) will be managed by the Board; and the Board may exercise all the powers of the organisation.

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

Charity trustees - general duties

34 Each of the charity trustees has a duty, in exercising functions as a charity trustee, to act in the interests of the organisation; and, in particular, must:-

34.1 seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes;

34.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;

34.3 in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party: -

34.3.1 put the interests of the organisation before that of the other party;

34.3.2 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 charity trustees with regard to the matter in question;

34.4 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.

35 In addition to the duties outlined in clause 34, all of the charity trustees must take such steps as are reasonably practicable for the purpose of ensuring: -

35.1 that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and

35.2 that any trustee who has been in serious and persistent breach of those duties is removed as a trustee.

36 Provided he/she has declared his/her interest - and has not voted on the question of whether or not the organisation should enter into the arrangement - a charity trustee will not be debarred from entering into an arrangement with the organisation in which he/she has a personal interest; and (subject to clause 37 and to the provisions relating to remuneration for services contained in the Charities and Trustee Investment (Scotland) Act 2005) he/she may retain any personal benefit which arises from that arrangement.

37 No charity trustee may serve as an employee (full time or part time) of the organisation; and no charity trustee may be given any remuneration by the organisation for carrying out his/her duties as a charity trustee.

38 The charity trustees may be paid all travelling and other expenses reasonably incurred by them in connection with carrying out their duties; this may include expenses relating to their attendance at meetings.

Code of conduct for charity trustees

39 Each of the charity trustees shall comply with the code of conduct (incorporating detailed rules on conflict of interest) prescribed by the Board from time to time.

40 The code of conduct referred to in clause 39 shall be supplemental to the provisions relating to the conduct of charity trustees contained in this constitution and the duties imposed on charity trustees under the Charities and Trustee Investment (Scotland) Act 2005; and all relevant provisions of this constitution shall be interpreted and applied in accordance with the provisions of the code of conduct in force from time to time

DECISION-MAKING BY THE CHARITY TRUSTEES

Notice of Board meetings

41 Any charity trustee may call a meeting of the Board.

42 At least 7 days' notice must be given of each Board meeting, unless (in the opinion of the person calling the meeting) there is a degree of urgency which makes that inappropriate.

Procedure at Board meetings

43 No valid decisions can be taken at a Board meeting unless a quorum is present; the quorum for Board meetings is a minimum of 60% of the charity trustees.

44 A charity trustee may participate in a Board meeting by means of a conference telephone, video conferencing facility or similar communications equipment - so long as all the charity trustees participating in the meeting can hear each other; a charity trustee participating in a meeting in this manner shall be deemed to be present in person at the meeting.

45 If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 43, the remaining charity trustee(s) will have power to fill the vacancies or call a members' meeting - but will not be able to take any other valid decisions.

46 The chair of the organisation should act as chairperson of each Board meeting.

47 If the chair of the organisation is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as chairperson), the charity trustees present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting.

48 Every charity trustee has one vote, which must be given personally; for the avoidance of doubt, a vote given by a charity trustee participating in the meeting through any of the methods referred to in clause 444 will be taken to be given personally for the purposes of this clause.

49 All decisions at Board meetings will be made by majority vote.

50 If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote.

51 The Board may, at its discretion, allow any person to attend and speak at a Board meeting notwithstanding that he/she is not a charity trustee - but on the basis that he/she must not participate in decision-making.

52 A charity trustee must not vote at a Board meeting (or at a meeting of a sub-committee) on any resolution which relates to a matter in which he/she has a personal interest or duty which conflicts (or may conflict) with the interests of the organisation; he/she must withdraw from the meeting while an item of that nature is being dealt with.

53 For the purposes of clause 52: -

53.1 an interest held by an individual who is “connected” with the charity trustee under section 68(2) of the Charities and Trustee Investment (Scotland) Act 2005

(husband/wife, partner, child, parent, brother/sister etc) shall be deemed to be held by that charity trustee;

53.2 a charity trustee will be deemed to have a personal interest in relation to a particular matter if a body in relation to which he/she is an employee, director, member of the management committee, officer or elected representative has an interest in that matter.

Minutes

54 The Board must ensure that proper minutes are kept in relation to all Board meetings and meetings of sub-committees.

55 The minutes to be kept under clause 544 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.

DECISION-MAKING BY THE CHARITY TRUSTEES - IN THEIR CAPACITY AS MEMBERS

56 For certain purposes of the Charities and Trustee Investment (Scotland) Act 2005, the charity trustees make decisions in their capacity as members of the organisation, rather than as a Board; the provisions of clauses 57 to 77 relate to those situations.

Annual general meetings

57 The Board must convene a meeting of the charity trustees - in their capacity as members of the organisation - in each calendar year; that meeting will be called an annual general meeting or "AGM".

58 The gap between one AGM and the next must not be longer than 15 months.

59 Notwithstanding clause 57, an AGM does not need to be held during the calendar year in which the organisation is formed; but the first AGM must still be held within 15 months of the date on which the organisation is formed.

60 The business of each AGM must include:-

60.1 a report by the chair on the activities of the organisation; and

60.2 consideration of the future strategy for the organisation, including a review of key risks and opportunities.

61 The Board may convene any other meeting of the charity trustees - in their capacity as members of the organisation - at any time.

Notice of members’ meetings

62 At least 14 clear days’ notice must be given of any AGM or any other members' meeting.

63 The notice calling a members' meeting must specify in general terms what business is to be dealt with at the meeting; and, in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s).

64 The reference to “clear days” in clause 62 shall be taken to mean that, in calculating the period of notice,

64.1 the day after the notices are posted (or sent by e-mail) should be excluded; and 64.2 the day of the meeting itself should also be excluded.

65 Notice of every members' meeting must be given to all the charity trustees; but the accidental omission to give notice to one or more charity trustees will not invalidate the proceedings at the meeting.

66 Any notice of a members’ meeting which requires to be given to a charity trustee - in his/her capacity as a member of the organisation - under this constitution must be: -

66.1 sent by post to the charity trustee, at the address last notified by him/her to the organisation; or

66.2 sent by e-mail to the charity trustee, at the e-mail address last notified by him/her to the organisation.

Procedure at members’ meetings

67 The provisions of clauses 43, 46 and 4747 (quorum and chairperson) shall apply in relation to all meetings of the charity trustees in their capacity as members of the organisation.

68 The Board may make arrangements, in advance of any members’ meeting, to allow charity trustees (in their capacity as members of the organisation) to participate in the members' meeting by means of a conference telephone, video conferencing facility or similar communications equipment - so long as all those participating in the meeting can hear each other; a charity trustee participating in a members' meeting in this manner shall be deemed to be present in person at the meeting.

Voting at members’ meetings

69 Every charity trustee shall have one vote in his/her capacity as a member, which must be given personally; for the avoidance of doubt, a vote given by a charity trustee participating in the meeting through any of the methods referred to in clause 68 will be taken to be given personally for the purposes of this clause.

70 All decisions at members' meetings will be made by majority vote - with the exception of the types of resolution listed in clause 71.

71 The following resolutions will be valid only if passed by not less than two thirds of those voting on the resolution at a members’ meeting (or if passed by way of a written resolution under clause 75):

71.1 a resolution amending the constitution;

71.2 a resolution approving the amalgamation of the organisation with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation);

71.3 a resolution to the effect that all of the organisation’s property, rights and liabilities should be transferred to another SCIO (or agreeing to the transfer from another SCIO of all of its property, rights and liabilities);

71.4 a resolution for the winding up or dissolution of the organisation.

72 If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote.

73 A resolution put to the vote at a members' meeting will be decided on a show of hands - unless the chairperson (or at least two other members present at the meeting) ask for a secret ballot.

74 The chairperson will decide how any secret ballot is to be conducted, and he/she will declare the result of the ballot at the meeting.

Written resolutions

75 A resolution agreed to in writing (or by e-mail) by all the charity trustees, in their capacity as members of the organisation, will be as valid as if it had been passed at a members’ meeting; the date of the resolution will be taken to be the date on which the last charity trustee agreed to it.

Minutes

76 The Board must ensure that proper minutes are kept in relation to all members' meetings.

77 Minutes of members' meetings must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.

ADMINISTRATION

Delegation to sub-committees

78 The Board may delegate any of their powers to sub-committees; a sub-committee must include at least one charity trustee, but other members of a sub-committee need not be charity trustees.

79 The Board may also delegate to the chair of the organisation (or the holder of any other post) such of their powers as they may consider appropriate.

80 When delegating powers under clause 78 or 79, the Board must set out appropriate conditions (which must include an obligation to report regularly to the Board).

81 Any delegation of powers under clause 78 or 79 may be revoked or altered by the Board at any time.

82 The rules of procedure for each sub-committee, and the provisions relating to membership of each sub-committee, shall be set by the Board.

Operation of accounts

83 Subject to clause 84, the signatures of two out of three signatories appointed by the Board will be required in relation to all operations (other than the lodging of funds) on the bank and building society accounts held by the organisation; at least one out of the two signatures must be the signature of a charity trustee.

84 Where the organisation uses electronic facilities for the operation of any bank or building society account, the authorisations required for operations on that account must be consistent with the approach reflected in clause 83.

Accounting records and annual accounts

85 The Board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.

86 The Board must prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions (or if the Board consider that an audit would be appropriate for some other reason), the Board should ensure that an audit of the accounts is carried out by a qualified auditor.

MISCELLANEOUS

Winding-up

87 If the organisation is to be wound up or dissolved, the winding-up or dissolution process will be carried out in accordance with the procedures set out under the Charities and Trustee Investment (Scotland) Act 2005.

88 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.

Alterations to the constitution

89 This constitution may (subject to clause 90) be altered by resolution of the charity trustees - in their capacity as members of the organisation - passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 71) or by way of a written resolution of the charity trustees in their capacity as members.

90 The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain steps (eg change of name, an alteration to the purposes, amalgamation, winding-up) without the consent of the Office of the Scottish Charity Regulator (OSCR).

Interpretation

91 References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: -

91.1 any statutory provision which adds to, modifies or replaces that Act; and

91.2 any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 91.1 above.

92 In this constitution: -

92.1 “charity” means a body which is either a “Scottish charity” within the meaning of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a “charity” within the meaning of section 1 of the Charities Act 2011, providing (in either case) that its objects are limited to charitable purposes;

92.2 “charitable purpose” means a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.

APPENDIX

93 A Quiet Revolution promotes the values of Humanism:

• Think for ourselves about what is right and wrong, based on reason, fairness and respect for others

• Recognise the dignity of individuals

• Respect and promote freedom, democracy and human rights

• Work together for the common good

• Celebrate human achievement, progress and potential

• Find meaning, beauty, and joy in the one life we have, without the need for an afterlife • Use empathy and compassion to make the world a better place for everyone.