the third sector interface for the Falkirk Council area
supporting, developing and representing community groups,
voluntary organisations, social enterprises and volunteering
What is a constitution and why do you need one?
A constitution is a set of rules for your group explaining how you will run your group. It explains what you were set up to do, what you aims are, how you will go about achieving these aims and who your members are. It will explain how you will manage your group, report back to your members, manage your finances, make decisions and close the group if it no longer needs to exist.
A constitution is your governing document.
A constitution helps you to be clear about why you have formed a group, what you are hoping to achieve and how you will organise yourselves. A constitution gives you a structure to work within, helps everyone understand how decisions are made, how tasks are allocated and what is expected of everyone. It makes it easier for to others to join your group and get involved.
If you want to apply for financial assistance for your group you will find that nearly all funding bodies expect you to have a constitution even if you are applying for a small grant. Funders want to see that you can look after their money. They want to see how you govern (control, manage and steer) the organisation. They want to see how the committee make decisions, manage the organisation, plan ahead and work within the aims of the organisation. They want to see how you are accountable to your members and how you report back to your members.
What type of constitution do you want?
Different types of organisation have different types of constitution. You need to be clear about what your organisation is going to do and therefore what type of organisational structure is right for you.
• An unincorporated organisation will have a constitution.
• A registered company will have a memorandum and articles of association.
• A trust will have a trust deed.
• A Community Interest Company will have a memorandum and articles of association.
There are model constitutions for all the different types of organisational structure that you can use as a starting point for your constitution. You will need to adapt them for your organisation.
It is important to read through the model constitution and make sure that it meets your needs. As some of them are legal documents that have to comply with current legislation there are certain constraints on what you can and can't change in any model constitution and it is important that you seek advice before adopting a constitution or making changes to one of the model constitutions. If you intend to register as a charity there are certain items that you have to have in your constitution. OSCR, the Office of the Scottish Charity Regulator will want to see that your purposes, your objectives, meet the requirements of the current charity regulations.
A self help group will have a shorter, less complex constitution, than a large organisation with many responsibilities.
What to include and how to write your constitution
Consider your constitution as a working document that reflects what you want to achieve and how you want to organise yourselves. Time spent discussing it will help you to clarify these issues, so think carefully about the content and how it is written to avoid limiting your group and its activities in the future. Be sure you understand and agree on the essential questions about your purposes, membership, management, decision-making processes and finance. It is important that it is written in such a way that all your committee, and members, can understand it. If you have to have certain legal terminology in it to meet external legal requirements, then it is important that your committee understand the meaning of all of the constitution before adopting it.
Key elements of a constitution
Any constitution or governing document should contain certain key elements or clauses. The following are the most usual things to include:
• the name of the organisation
• the purposes, aims, objectives of the organisation
• the powers that the organisation will have e.g. to hire staff, to raise funds etc.
• area of benefit and / or beneficiaries of your work
• the membership of the organisation, who and how they can join, and leave
• member subscription fees, if any
• how any committee structure will work
• details of officers such as chairperson, vice-chairperson, treasurer and secretary
• how committee members are elected and for how long
• procedures for general meetings, annual general meetings, special meetings
• details of the rules of procedure, quorum and voting of all meetings
• how the organisation's finances are to be spent, accounted for and independently examined each year
• how the organisation will be dissolved in the event of winding up
Adapting a model constitution
Model constitutions, which have been tried and tested, can be used as a basis and adapted for your group.
It is important that you spend time going through a model constitution and adapting it as you tease through each section and adjust it to reflect your group's thinking. Don't just 'fill in the blanks' in a model constitution even though it might be appealing and quick at the time. It's only later when problems arise that you could find that your 'model constitution' doesn't cover some important area that is only relevant to your group.
Help with developing your constitution
We can help groups when they are first setting up and developing their constitution. We can also help groups if they are updating their constitutions.
Last updated: 06 October 2012