Constitution for a Group (Scotland)

Introduction to the Constitution for a Group (Scotland)

This introduction is not part of the model constitution for a Group but includes important points of context.

The Group constitution must always be used in the context of the rules in POR Chapter 5b – these POR Rules must not be amended.
In accordance with POR 5b.3.1.5, any amendments or differences to the model constitution at POR 5d.1 below (and noting (a) above) must be agreed at the AGM and fully recorded in the minutes of the AGM.
In the interest of openness, especially for new members of the Group Scout Council, the Group Scout Council must re-adopt their constitution at each Annual General Meeting (AGM).

5d.1.1.1 Compliance
All Scout Groups must adhere to the current edition of Policy Organisation and Rules of The Scout Association.

5d.1.1.2 Charitable objects
[POR 1.1]
Our purpose is to actively engage and support young people in their personal development, empowering them to make a positive contribution to society.

5d.1.2 Group Scout Council

5d.1.2.1
The Group Scout Council has a governance role for the Group (whether or not it is a charity in law) and, in particular, appoints the Group Trustee Board. The Trustee Board is responsible for the governance of the Group and is accountable to the Group Scout Council.

5d.1.2.2
The Group Scout Council has no Trustee responsibilities.

5d.1.2.3
Membership of the Scout Council does not provide membership of Scouts.

5d.1.3 Group Scout Council Membership

5d.1.3.1
The ex-officio members of the Group Scout Council are:

All adult members of the Group – see Group roles listed in the POR Chapter 16 Teams Table
all Young Leaders who are members of a Section Team of one of the Group’s sections
All Patrol Leaders of the Troop(s) in the Group
All parents or carers of Squirrels, Beavers, Cubs and Scouts in the Group
all Explorers of an Explorer Unit partnered with the Group, if so specified in a Partnership Agreement between the Unit, the Group and the District
all members of the Explorer Section Team of an Explorer Unit partnered with the Group, if so specified in a Partnership Agreement between the Unit, the Group and the District
all parents or carers of Explorers of an Explorer Unit partnered with the Group, if so specified in a Partnership Agreement between the Unit, the Group and the District
The Sponsoring Authority, where there is one, or its nominee
The District Lead Volunteer
The District Trustee Board Chair

5d.1.3.2
The Group Scout Council may appoint some members, on the recommendation of the Group Trustee Board. See POR 5b.3.2.8.

Appointed members of the Group Scout Council are other supporters of the Group appointed by the Group Scout Council on the recommendation of the Group Trustee Board for a fixed period not exceeding three years.

A Group Scout Council does not need to have any appointed members.

5d.1.3.3
The Group Scout Council may appoint some community members. See POR 5b.3.2.9.

Community members of a Group Scout Council are initially appointed for a term of one year, though they may be renewed annually at the AGM.

A Group Scout Council does not need to have any community members.

5d.1.3.4
The total number of appointed and community members of a Group Scout Council must not exceed the number of ex officio members

5d.1.3.5
The Regional Lead Volunteer has a right of attendance at all Group Scout Council meetings in the Region.

5d.1.3.6
Membership of the Group Scout Council ends when the:

member resigns
member no longer qualifies as a member of the Group Scout Council
Group Scout Council is dissolved
member’s membership is terminated by UK Headquarters following a recommendation by the Group Trustee Board

5d.1.4 Annual General Meeting

5d.1.4.1
To support the planning and delivery of a Group AGM there is a downloadable ‘script’ (including agenda and script templates and a suggested planning timetable).

5d.1.4.2
The Group Scout Council must hold an Annual General Meeting within six months of the end of the Group’s financial year.

5d.1.4.3
The Annual General Meeting must:

Undertake governance oversight
1. Approve the minutes of the previous Annual General Meeting
2. Adopt (or re-adopt) the constitution of the Scout Group
3. Note the dates of the Group’s financial year
4. Approve appointed and community members of the Group Scout Council (if any)
5. Agreeing the maximum total number of members of the Group Trustee Board (this is one number representing the total of ex officio, appointed and co-opted Trustees)
6. Agree the quorum for meetings of the Group Scout Council
Review the previous year
1. Receive and consider the Trustees’ Annual Report, including the annual statement of accounts prepared by the Trustee Board
2. The accounts must have been examined by an appropriate auditor or independent examiner
3. The Trustees’ Annual Report and Accounts presented to the Scout Council must include the formal report prepared by the auditor or independent examiner
Make appointments
1. Approve the appointment of the Chair of the Group Trustee Board
2. Approve the appointment of the Treasurer of the Group Trustee Board
3. Approve the appointment of members of the Group Trustee Board
Vacancies for appointed Trustees (including Chair and Treasurer) only occur at the end of their period of appointment. For example, a Group Chair may have been appointed for three years and so does not need to be re-appointed or re-selected after years one and two.

The proposal from the Trustee Board is received by the Group Scout Council at their AGM. The proposal from the Trustee Board does not require seconding by a member of the Group Scout Council. The action of the Group Scout Council is to approve or not approve the proposed names from the Trustee Board.
Approve the appointment of any Group Presidents or Group Vice Presidents
Appoint (or re-appoint) an auditor or independent examiner (see POR 5e.3.1.1)

5d.1.4.4
Following each Annual General Meeting, all appointed Trustees must be recorded on the membership system and the Trustees’ Annual Report and Accounts must be filed as required (POR 5e.2.1.2.and POR 5e.2.1.3)

As per OSCR’s regulations (Charities (Regulation and Administration) (Scotland) Act 2023), all registered charities must also provide all trustee details to OSCR for publication unless granted an exemption by OSCR directly.

5d.1.4.5
Group Trustee Board administration must ensure that appointed Group Scout Council Members are recorded locally in the minutes of the Group Scout Council meeting which appoints them (normally the AGM). Group Scout Council members (whether ex officio or appointed or community) must not be recorded as Scout Council Members on The Scout Association’s membership system.

5d.1.4.6
The Group Trustee Board will verify the draft Minutes of the Annual General Meeting at their first meeting following the Annual General Meeting. These Minutes cannot be formally approved until the Group’s next Annual General Meeting.

5d.1.4.7
Governance roles must be distinct to help manage conflict of interest. The roles of Chair and Treasurer must not be combined in any way.

5d.1.4.8
Apart from the AGM the Group Scout Council will only be required to meet under the circumstances of an Extraordinary General Meeting. The notice of the AGM and any EGM shall be sent at least four weeks in advance to all those eligible to attend. This notice may be sent by written or electronic means.

5d.1.5 The Group Trustee Board - Purpose

5d.1.5.1
The Group Trustee Board is a team of volunteers who work together, as Trustees, to make sure Scouts is run safely and legally. At the heart of their role is a focus on strategy, performance and assurance.

5d.1.5.2
Effective Trustee support helps other volunteers run the Scout programme that gives young people skills for life.

5d.1.5.3
Members of the Group Trustee Board must act collectively as Charity Trustees (if the Scout Group is a registered charity) or with the same duties and responsibilities as Charity Trustees (if they are not registered) and in the best interest of the charity and its members to:

Ensure the Group is well managed, carrying out its purposes for the public benefit, complying with the Group’s governing document and the law and managing the Group’s resources responsibly.
Comply with Policy Organisation and Rules of the Scout Association, including effective management of the Key Policies listed in POR Chapter 2a – The Equal Opportunities Policy, Privacy and Data Protection Policy, Religious Policy, Safeguarding Policy, Safety Policy, Vetting Policy, Youth Member Anti-Bullying Policy
Ensure that young people are meaningfully involved in decision making at all levels of the Group
Provide sufficient resources (funds, people, property and equipment) to meet the planned work of the Group including delivery of the high-quality programme
Ensure that a positive image of Scouts exists in the local community
Develop and maintain a risk register, including putting in place appropriate mitigations
Ensure that the Group’s finances are properly managed, including development and maintenance of appropriate budgets to support the work of the Group
Maintain and manage a reserves policy for the Group (including a plan for use of reserves outside of the minimum), an investment policy for the Group and a public benefit statement for the Group
Ensure that people, property and equipment are appropriately insured, and that any property and equipment owned or used by the Group is properly protected and maintained
Ensure that where the Group is partnered with an Explorer Unit and the operational financing is undertaken by the Group, this arrangement must be documented in the Partnership Agreement, and the finance arrangements must follow this guidance
Promote and support the development of Scouts in the local area
Manage the Group’s finances including the raising of funds and ensure that the assets are to be applied solely for the purposes, management and administration of Scouts.
Appoint and manage the operation of any sub-teams of the Trustee Board created in line with POR 5d.1.5.4, including appointing a Chair to lead the sub-teams. This sub-team Chair role title is Sub-Team Leader (see the Teams Table in POR Chapter 16).
Ensure that effective administration is in place to support the work of the Trustee Board
Appoint any Co-opted members of the Trustee Board
Prepare and approve the Trustees’ Annual Report and Annual Accounts after their examination by an appropriate auditor or independent examiner and as appointed by the Scout Council at their Annual General Meeting
Present the Annual Report and Annual Accounts to the Group Scout Council at their Annual General Meeting
File a copy the Annual Report and Annual Accounts with the District Trustee Board and, if a registered charity, with the Office of the Scottish Charity Regulator (OSCR, see POR 5e.2.1.2 and POR 5e.2.1.3)
Take responsibility for adherence to Data Protection Legislation recognising that, depending on circumstances, it will at times act as a Data Controller and as a Data Processor, including the Trustee Board responsibilities listed at POR 2a.3.2.1.
Maintain confidentiality with regard to appropriate Trustee Board business
Apply a transparent selection process to recommend to the Group Scout Council appropriate members of the Group Trustee Board
Where staff are employed, act as a responsible employer in accordance with the Scouts’ values and relevant legislation, ensure effective line management responsibilities for employed staff are clearly established and communicated and ensure that appropriate specific employee insurance is in place (POR 5g.4.1.2(j))
Provide support to the Group Lead Volunteer, when required, to assist the opening, change, merging or closing of sections in the Group as necessary

5d.1.5.4

The Group Trustee Board may create sub-teams it deems necessary to support its governance function (see POR 5d.1.5.3(l)). The Group Trustee Board must ensure that for any sub-team it appoints:
1. its purpose is governance-focused and not operational
2. its members are agreed and approved by the Group Trustee Board
3. the Regional Chair has right of attendance
4. the Regional Lead Volunteer has right of attendance
Sub-team members are not Trustees of the Group unless they are already members of the Group Trustee Board.
All sub-team members must be recorded on the membership system.
If a sub-team consists entirely of non-Trustee members it is good practice for at least one member of the sub-team to have completed the Being a Trustee in Scouts learning.

5d.1.6 Membership of the Group Trustee Board

5d.1.6.1
Subject to conflict of interest rules, a Trustee may be a member of more than one Trustee Board.

Ex officio, appointed and co-opted members of the Group Trustee Board are charity Trustees (if the Scout Group is a registered charity) or have the same duties and responsibilities as charity Trustees (if the Scout Group is not a registered charity).

People invited to attend, or with right of attendance, may be present at the meeting but are not charity Trustees and have no voting rights.

5d.1.6.2
Certain people are disqualified from being charity Trustees by virtue of the Charities and Trustee Investment (Scotland) Act 2005.

5d.1.6.3
All Trustees must complete learning as specified in Policy, Organisation and Rules.

5d.1.6.4
The Group Trustee Board consists of:

The Group Chair
The Group Treasurer
The Group Lead Volunteer
Where there are joint role holders, only one of them may be an ex officio member of the Group Trustee Board. This should be decided in consultation with the Group Lead Volunteers and the Group Chair.
However, each role holder of any of the above roles must be eligible to be a Trustee (as specified in POR 16.1.3.1(d) and (e))
A maximum of nine further appointed or co-opted Trustees. A Group Trustee Board should consist of between 5 and 12 Trustees.
The selection process for appointed Trustees must follow POR 5b.3.3.5(b) and POR 5b.3.3.6.
Co-opted members are persons co-opted annually by the Group Trustee Board. They are not appointed by the Group Scout Council at its AGM. The number of co-opted members must not exceed the actual number of appointed Trustees, excluding Chair and Treasurer.
If a co-option is required mid-year because of a vacancy arising (see POR 5d.1.6.8), then this rule may be broken, provided that the total number of Trustees remains no greater than the total number of Trustees permitted by Scout Council resolution at the AGM.

5d.1.6.5
The District Lead Volunteer, District Chair and the Regional Lead Volunteer each have a right of attendance at all Group Trustee Boards.

5d.1.6.6
The Sponsoring Authority or its nominee, has a right of attendance at a Group Trustee Board.

5d.1.6.7
Each Group Trustee Board requires effective administration. The administration can be provided by one or more persons as appropriate to the Group.

The administration role(s) are ‘operational’ role(s) and will typically be member(s) of the Group Leadership Team or one of its sub-teams.

A Trustee Board member should not take minutes at a Trustee Board meeting, as it makes it difficult for them to properly contribute to the meeting and meet their trustee responsibilities.

More information is available about tools to support Trustee Boards.

5d.1.6.8
If a Group Trustee Board Chair, or Treasurer resigns, filling the vacancy as soon as possible should be prioritised. All actions must be taken by a majority vote of the Trustees, with vacancies of the role of Chair being discussed with the Group Lead Volunteer. These appointments are short term until the next annual general meeting.

The Trustees must either:

Appoint a current Trustee to the role, or
Co-opt a Trustee to take the role, subject to the provisions in the Group’s constitution for co-opting Trustees

There is no role of acting Chair or acting Treasurer

5d.1.6.9
In extreme circumstances, the Group Lead Volunteer may act as Chair for a short period of time.

5d.1.7 Group Scout Council – Conduct of meetings

5d.1.7.1
The Group Scout Council meets at their AGM (POR 5b.3.2).

5d.1.7.2
It would be unusual for there to be additional meetings of the Group Scout Council. This is because the primary task of the Group Scout Council is to appoint the Group Trustee Board. If members resign from the Group Trustee Board, POR 16.9.2.2 must be followed, thus rendering an additional meeting of the Group Scout Council unnecessary.

5d.1.7.3
A Group Scout Council meeting should normally be convened with at least four weeks’ notice. A meeting may be convened on shorter or no notice with the agreement of at least three quarters of the members of the Group Trustee Board.

5d.1.7.4
The Group Chair chairs meetings of the Group Scout Council meetings. If the Group Chair is unable to be present, the Group Chair may appoint a delegate to chair a meeting of the Group Scout Council subject to such appointment being approved at the start of the meeting by a majority of the Group Scout Council members present.

5d.1.7.5
Only Group Scout Council members, as defined in POR 5d.1.3, may vote in Group Scout Council meetings.

5d.1.7.6
The quorum for a Group Scout Council meeting is agreed by the Group Scout Council at their AGM (POR 5b.1.4.2(a)).

If there is no quorum present at a meeting of the Group Scout Council, the meeting must be closed and reconvened at the earliest available opportunity.

5d.1.7.7
Decisions are made by a majority of votes cast by those present at the meeting. In the event of an equal number of votes being cast on either side, the Chair does not have a casting vote and the matter is taken not to have been carried.

5d.1.7.8
To discharge their responsibilities, the Group Scout Council may meet by video conference as well as, or instead of, face to face when agreed by the Group Chair. The Group Scout Council must not ‘meet’ using any indirect process, such as email.

At any meeting which is not fully in person, there must be an online poll or other electronic method of counting votes.

5d.1.7.9
All meetings of the Group Scout Council, whether face-to-face or otherwise, must be properly recorded and minuted.

5d.1.7.10
Minutes of Scout Council meetings, approved by the Chair and reviewed by the Trustee Board should be circulated to all members in advance of the next meeting. All minutes to be retained and safely kept.

5d.1.8 Group Trustee Board – Conduct of Meetings

5d.1.8.1
Meetings of the Group Trustee Board should be convened with at least two weeks’ notice, though it is good practice to schedule meeting dates well in advance.

Meetings may be convened on shorter notice, using the guidance of POR 5d.1.8.2 to agree the date of the additional meeting.

5d.1.8.2
Only members of a Group Trustee Board as defined in POR 5b.3.3 may vote in meetings of the Group Trustee Board.

Trustees (including ex officio Trustees) must have a full appointment as a Trustee before they can vote at, or influence discussion at, a Trustee Board meeting. They can be invited to attend Trustee Board meetings while they have a provisional appointment but may not influence decision making or take part in any voting.

Decisions are made by a majority of votes cast by those present at the meeting. In the event of an equal number of votes being cast on either side the Chair does not have a casting vote and the matter is deemed not to have been carried.

5d.1.8.3
The quorum for a Group Trustee Board meeting is one third of the Trustees (ex officio plus appointed plus co-opted) [round down if necessary] plus one. So, a Trustee Board with 10 members would have a quorum of four. And a Trustee Board with six members would have a quorum of three.

For any sub-teams of the Group Trustee Board, the quorum must be set by the Group Trustee Board, based on the size of the sub-team and the complexity of its task(s).

5d.1.8.4
Decisions are made by a majority of votes cast by those present at the meeting. In the event of an equal number of votes being cast on either side the Chair does not have a casting vote and the matter is deemed not to have been carried.

5d.1.8.5
The Group Trustee Board can meet by telephone conference or video conference as well as face to face in order to discharge their responsibilities when agreed by the appropriate Chair.

This includes 'hybrid' meetings, where some Trustees are present at an agreed location while others participate remotely via phone or video.

Whether hybrid or in person, it is important that all persons present at a meeting are able to:

be seen
ask questions
join in the debate
see, share and display documents such as resolutions

5d.1.8.6
Minutes, approved by the Chair should be circulated to all members of the Trustee Board as soon as possible. All minutes to be retained and safely kept.

5d.1.8.7
Where urgent matters arise between scheduled meetings of the Group Trustee Board and if it is not feasible to convene a meeting of the Trustee Board, electronic voting (such as email) may be used for decision making provided the Group Chair deems it appropriate.

Digital applications other than email are not normally appropriate to be used for such decision making. This includes WhatsApp, Doodle and similar tools, which should only be considered in exceptional circumstances and with the agreement of the Group Chair.

For such decisions taken between meetings, a minimum of 75% [round down if necessary] of the total number of Trustees must approve the matter. The results of the vote must be reported to, and recorded in the minutes of, the next Group Trustee Board meeting.