Thanks to Burness Paull for updating the SCVO model constitutions, providing this blog and further guidance to help you through the process of changing your constitution to allow virtual meetings.

At the time when the first COVID-19 lockdown came into effect, the inability to hold formal members’ meetings and board meetings in the normal way – ie with people present in person in one particular place – gave rise to major concerns regarding legal compliance, for organisations right across the third sector as well as for private sector companies.

In an effort to address those issues, special legislation was passed in the summer of 2020 – but that legislation was very much a “patch solution”. The legislation focused mainly on (a) relaxing certain legal requirements relating to meetings; and (b) reducing the risk of technical challenges ie challenges based on the argument that using technological solutions (eg Zoom) to address the inability to have normal meetings would be inconsistent with traditional legal principles and/or the wording of an organisation’s constitution.

The legislation made little or no attempt to lay down parameters, regarding what arrangements could legitimately be made for remote participation in meetings – and that was a major shortcoming, particularly for third sector organisations where there is a strong focus on democratic participation and inclusion in decision-making. 

In any event, it is expected that that special legislation will cease to have effect as from the end of March 2021 – so there is a need for third sector organisations to take their own steps to amend their constitutions to allow for remote participation in members’ meetings and board meetings, going forward. In order to support good governance, those amendments to the constitution should not just remove barriers to remote participation but should also introduce clear requirements to be followed whenever arrangements are made for remote participation.


SCVO’s updated model constitutions are available at the links below:

Scottish Charitable Incorporated Organisation ((SCIO)

Voluntary Association

Company Limited by Guarantee

Trust

Burness Paull – Step by step guidance to change your constitution to allow for remote participation in meetings

OSCR – Changing your governing document to allow for virtual meetings: FAQs