The Scottish Council for Voluntary Organisations is the membership organisation for Scotland's charities, voluntary organisations and social enterprises. Charity registered in Scotland SC003558. Registered office Mansfield Traquair Centre, 15 Mansfield Place, Edinburgh EH3 6BB.
Structure and governing documents
Your governing document outlines the formal rules about how your board will govern and make decisions.
Depending on your type of organisation this may be called:
- the constitution
- the memorandum and articles of association
- the trust deed or
- the rules.
Whatever you call it, it is a vital document and should set out clearly the main objects of your organisation, i.e. your organisational purposes. This establishes the boundaries within which your organisation can operate.
New trustees should be given a copy when they join the organisation as part of their induction, and all trustees should read and understand the governing document and commit to the organisation’s purposes.
It is important that your governing document is regularly reviewed, paying special attention to the part setting out the purpose of the organisation. If this no longer reflects your circumstances and aspirations, it will be time to update it. Wider approval from organisational members, and in some cases regulators, may be necessary. If you are a registered charity, you will need consent from OSCR before you change your purposes, as this could affect your charitable status.
Options for structure
This is a summary of some of the most common types of organisation used in the voluntary sector in Scotland, there is more information about this and other structures in the SCVO guide to setting up.
Ready-made corporate structure specifically designed for charities. The Scottish Charity Regulator (OSCR) is the regulator of this legal form, not just its charitable status. Removal from the Charitable Register equals dissolution. There are two types of SCIO - A two tier SCIO is a membership organisation where the members elect the Trustees. A single tier SCIO is where the members and the Trustees are exactly the same people.
Before SCIOs the most frequently adopted corporate structure for charities. Directors manage business on behalf of the members of the company.
A company must be registered with Companies House and must comply with Company Law. If it meets the criteria to be a charity and registers with OSCR it will be both a charity and a Company and must comply with both charity law and company law, reporting to two regulators.
This a more informal structure, there are no general regulations unless it becomes a registered charity and will then report to OSCR.
A voluntary association needs to make its own rules within its governing document (constitution). Little bureaucracy or set up costs, but title to land and buildings must be held in the name of one or more individuals on behalf of the organisation. Trustees may have personal liability for organisation's actions and unlimited liability if it is wound up.
A Trust is best suited to small groups of people who want to manage money or property. Assets are owned by trustees and managed in the interests of beneficiaries on their behalf. It can be a registered charity if it meets the criteria and will then report to OSCR.
A Trust needs to make its own rules within its governing document (trust deed, or a deed of Trust). Some, or all, of the trustees undertake transactions on behalf of the body. Title to land and buildings must be held in the name of one or more trustees. Trustees may have personal liability for the body’s actions, although there are certain protections for trustees in trust law and common law.
Our model constitutions will give you a base to build your own constitution, and you can contact SCVO's Information Service if you need more help.
Fore more in-depth guidance see SCVO's guide to setting up a charity.
Unincorporated organisations – village halls governed by a deed of Trust
Many village halls in Scotland were originally set up as Trusts. This type of organisation may no longer be suitable for organisations which hold land and property.
OSCR has produced specific guidance for village halls which are governed by a deed of trust.
This type of structure may mean that the property is held in trust by property trustees, which then allows a separate management committee to run and use the hall. This can mean the people running the activities of the hall and the people who own the hall are operating separately.
An unincorporated organisation means a group of people who have decided to work together for a common interest, without a formal structure. This may seem more casual to deliver, but can be worrying as people can be individually held liable if something goes wrong. There may also be limitations to the kinds of funding you can apply for.
Some issues which we know can cause problems when a Trust tries to make changes include:
- property/contracts being held in the name of former Trustees (who you may no longer be able to contact)
- not having the power within your Trust Deed to make any changes
- not having a copy of the Trust Deed
- having to ask the Scottish Social Services Council for permission to make changes (this was a former name of SCVO, please contact us so that we can send a request to the SCVO board for approval).
The Registers of Scotland have information on unincorporated organisations.