Membership

Membership - Articles of Association

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This is the Articles of Association of the Company
as altered by Special Resolutions passed on 4 June 2007

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES of ASSOCIATION

SCOTTISH PARENT COUNCILS ASSOCIATION

(adopted by special resolution passed on 4 June 2007)

Definitions and interpretation

1 In these articles, “the Act” means the Companies Act 1985; any reference in these articles to a provision of the Act shall be deemed to include any statutory modification or re-enactment of that provision for the time being in force; “electronic communication” has the same meaning as is assigned to that expression in the Electronic Communications Act 2000.

2 For the purposes of these articles, a document shall be deemed to be signed on behalf of a Parent Council, Parent Teacher Association or Parent Association only if it is signed by the chair or vice-chair of that Parent Council, Parent Teacher Association or Parent Association, as appropriate; on any occasion on which a document is given to the company by a Parent Council, Parent Teacher Association or Parent Association, the directors may if they think fit require the Parent Council, Parent Teacher Association or Parent Association (as appropriate) to submit to the company an excerpt (duly signed by the secretary or some office-bearer other than the person who signed the document) from the minutes of the relevant meeting of the Parent Council, Parent Teacher Association or Parent Association as evidence that the signing of that document was in accordance with a decision made at a meeting of the Parent Council, Parent Teacher Association or Parent Association (as appropriate), and if any Parent Council, Parent Teacher Association or Parent Association fails to comply with any such request within such period as the directors may deem reasonable, the directors may direct that the document should be deemed not to have been signed on behalf of the Parent Council, Parent Teacher Association or Parent Association for the purposes of these articles.

3 Any reference in these articles to “clear days” in relation to a period of notice indicates that, in calculating such period, the day when the notice is given or deemed to be given and the day for which it is given or on which it is due to take effect, are to be excluded.

4 Unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act but excluding any statutory modification not in force at the date of adoption of these articles.

5 The Interpretation Act 1978 shall apply to these articles as it applies to any Act of Parliament.

Membership

6 The members of the company shall consist of those School Boards and others who/which are members as at the time of adoption of these articles, and such Parent Councils, Parent Teacher Associations, Parent Associations and others as are admitted to membership under articles 7 to 21.

Categories of membership

7 For the purposes of these articles

“Full Member” means a member admitted under article 8; “Full Membership” shall be construed accordingly

“Associate Member” means a member admitted under article 9; “Associate Membership” shall be construed accordingly.

Qualifications for membership

8 Subject to articles 10, 11 and 12, Full Membership shall be open to the Parent Council, Parent Teacher Association or the Parent Association of any local authority school operating in Scotland

9 Subject to articles 10, 11, 12and 19, Associate Membership shall be open to

(a) the Parent Council, Parent Association or Parent/Teacher Association of a non-local authority school operating within Scotland

(b) any other organisation having an interest in education within the whole or any part of Scotland

10 Where an organisation of the nature referred to in article 8 or 9 is an unincorporated body, the reference in article 8 or 9 (as appropriate) shall (subject to article 11) be deemed to be to such individual as may, from time to time, be nominated by that body for membership.

11 No more than one individual nominated by each unincorporated body under article 10may constitute a Full Member under article 8 or an Associate Member under article 9at any given time.

12 No employee of the company may become a member.

13 A person admitted to membership shall automatically cease to be a member if he/she becomes an employee of the company.

Application for membership

14 A corporate body eligible for membership under article 8 or 9 which wishes to become a member shall lodge with the company a written application for membership (in such form as the directors require) stating the category of membership applied for; the application for membership shall be signed on the relevant body’s behalf by an authorised officer of that body.

15 An individual eligible for membership under article 8 or 9 (as read with article 10) who wishes to become a member shall lodge with the company a written application for membership (in such form as the directors require) stating the category of membership applied for; the application for membership shall be signed by him/her and shall also be signed by an authorised officer of the unincorporated body nominating him/her for membership.

16 Each application for membership must either incorporate an undertaking on the part of the applicant to meet, within four weeks after admission to membership, the appropriate proportion (as determined under article 40) of the annual membership subscription applicable to the appropriate category of membership, or be accompanied by a letter from the relevant education authority undertaking to meet within that period the appropriate proportion (as so determined) of the annual membership subscription applicable to the category of membership applied for.

17 An individual or body who/which is eligible for Full Membership under article 8 shall automatically constitute a Full Member of the company immediately upon receipt by the company of the signed application for membership (and, if applicable, accompanying letter from the education authority) required under article 16.

18 An individual or body applying for membership shall submit such information and evidence in support of his/her /its application as the directors may require.

19 The directors shall be entitled, at their discretion, to refuse admission of any individual or body to Associate Membership, notwithstanding that the relevant body may satisfy the qualifications specified in article 9

20 The directors shall advise each applicant for Associate Membership in writing of their decision as to whether or not to admit him/her/it to Associate Membership, within a reasonable period after that decision is made.

21 For the avoidance of doubt, the directors may delegate their powers under articles 13 to 20 to a membership committee consisting of such individuals who will comprise at least one of the directors holding office under article 110) as they may determine from time to time.

Register of members

22 In addition to the particulars required by section 352 of the Act, there shall be entered in the register of members against the name of each individual admitted to membership the name of the unincorporated body which nominated him/her for membership.

Expulsion from membership

23 Subject to articles 24 to 30, the company may, by special resolution, expel any Associate Member from membership.

24 Any Full Member which wishes to propose at any meeting a resolution for the expulsion of any individual or body from Associate Membership shall lodge with the company written notice of its intention to do so (identifying the Associate Member concerned and specifying the grounds for the proposed expulsion) not less than six weeks before the date of the meeting.

25 The company shall, on receipt of a notice under article 24, forthwith send a copy of the notice to the Associate Member concerned, and the Associate Member concerned shall be entitled to make written representations to the company with regard to the notice.

26 If representations are made to the company in pursuance of article 25, the company shall (unless such representations are received by the company too late for it to do so)

(a) state the fact of the representations having been made in the notice convening the meeting at which the resolution is to be proposed; and

(b) send a copy of the representations to every body or individual to whom notice of the meeting is or was given.

27 Whether or not a copy of written representations has been given to each of the bodies and individuals entitled to receive notice of the meeting, the Associate Member concerned, or (in the case of a corporate body) the authorised representative of that body, shall be entitled to be heard on the resolution at the meeting.

28 Failure to comply with any of the provisions of articles 24 to 27 shall render any resolution for the expulsion of an Associate Member from membership invalid.

29 An individual or body expelled from membership under articles 23 to 28 shall cease to be a member with effect from the time at which the relevant resolution is passed.

30 An Associate Member who/which is expelled from membership under articles 23 to 29 shall not be eligible (unless the directors otherwise resolve) for Associate Membership until the first anniversary of the date on which the resolution expelling him/her/it from membership was passed.

Withdrawal from membership

31 Any individual or body who/which wishes to withdraw from membership shall lodge with the company a written notice of retiral (in such form as the directors require), signed by him/her or (in the case of a corporate body) signed on its behalf by an authorised officer of that body; on receipt of the notice by the company, he/she/it shall cease to be a member.

32 Any unincorporated body which wishes to withdraw its nomination for membership shall lodge a notice in writing with the company to that effect (in such form as the directors require), signed on its behalf by an authorised officer of that body; on receipt of the notice by the company, the individual admitted to membership on the basis of nomination by that body shall cease to be a member.

33 Where an individual or body ceases to be a member under article 31 or 32, he/she/it shall not be entitled to a refund of any of the annual membership subscription paid by him/her/it.

Termination of membership: other circumstances

34 A Full Member shall automatically cease to be a member if the school which that Full Member serves ceases to be a local authority school.

35 Membership shall not be transferable; membership shall cease on dissolution, receivership, liquidation or striking-off of the body which constituted the member or (in the case of an individual nominated by an unincorporated body) on the dissolution of the body which nominated him/her or on his/her death.

Membership subscriptions

36 Each of the members shall require to pay an annual membership subscription; the amount of the membership subscription applicable to the Full Members and Associate Members respectively shall be as determined by the directors from time to time.

37 The directors may, for the purpose of levying membership subscriptions at appropriate rates, divide the Associate Members into such categories as the directors may determine from time to time.

38 The membership subscription for each year payable by each member shall be due on 1 September of that year.

39 The proportion of the annual membership subscription payable by an individual or body applying for membership shall be determined by applying a half yearly rate (which shall comprise one half of the annual subscription). The membership fee for applications between the months of September and February inclusive shall be one full year’s subscription. The membership fee for applications between March and August inclusive shall be one half year’s subscription.

40 If an individual applies for membership on the basis of nomination by an unincorporated body, and some other individual nominated by that body ceased to be a member during the period of six weeks prior to the date on which the relevant membership application form is lodged with the company, the individual applying for membership on the basis of nomination by that body shall not require to pay a membership subscription for the period to 31 December in the year in which the application is lodged providing the membership subscription for that period was duly paid by a predecessor member nominated by that body.

General meetings

41 All general meetings other than annual general meetings shall be called extraordinary general meetings.

42 If a notice signed by 10% or more of the total number of Full Members requesting an extraordinary general meeting is received by the company, the directors must convene an extraordinary general meeting – and on the basis that it must be held within six weeks from the date on which the notice was received; a notice under the preceding provisions may consist of a number of copies, each signed on behalf of one or more Full Members.

43 A notice under article 42 requesting an extraordinary general meeting must set out the business which is to be considered at that meeting.

44 An extraordinary general meeting shall be convened by the directors on requisition by a resigning auditor (under section 392A(2) of the Act).

45 Subject to the preceding articles and to the requirements under section 366 of the Act (which lay down the maximum period which can pass before the first annual general meeting and the maximum period between one annual general meeting and the next), the directors may convene a general meeting whenever they think fit.

46 The directors shall, at least eight weeks prior to each annual general meeting, invite the Full Members to submit items of business for consideration at the annual general meeting.

47 The business of the annual general meeting shall consist of the following:-

(a) considering reports on the activities of the company during the period from the date of the preceding annual general meeting

(b) receiving the annual report and accounts

(d) receiving the company secretary’s determination under article 94 (outcome of postal ballot in relation to directors)

(e) considering such items of business as have been submitted in writing by Full Members prior to the date occurring five weeks before the annual general meeting and such other matters as the directors may determine.

Notice of general meetings

48 An annual general meeting and an extraordinary general meeting convened for the passing of a special resolution or a resolution requiring special notice shall be called by at least twenty one clear days’ notice; all other extraordinary general meetings shall be called by at least fourteen clear days' notice.

49 A notice convening a meeting shall specify the time and place of the meeting; it shall also state the terms of any resolution which is to be proposed as a special resolution (see article 53) or extraordinary resolution (winding-up) or which constitutes a resolution requiring special notice (removal of a director or removal of the auditors), and shall indicate the general nature of any other business to be transacted at the meeting.

50 A notice convening an annual general meeting shall specify the meeting as an annual general meeting.

51 Notice of every general meeting shall be given to all the Full Members and Associate Members, to all the directors, and to the auditors.

52 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

Special resolutions and ordinary resolutions

53 For the purposes of these articles, a “special resolution” means a resolution passed by 75% or more of the votes cast on the resolution at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting and of the intention to propose the resolution has been given in accordance with articles 48 to 52; for the avoidance of doubt, the reference to a 75% majority relates only to the number of votes cast in favour of the resolution as compared with the number of votes cast against the resolution, and accordingly (subject to the requirement to record the number of abstentions in the relevant minutes) no account shall be taken of abstentions.

54 In addition to the matters expressly referred to elsewhere in these articles, the provisions of the Act allow the company, by special resolution:-

(a) to alter its name

(b) to alter its memorandum of association with respect to the company’s objects

55 For the purposes of these articles, an “ordinary resolution” means a resolution passed by majority vote (taking account only of those votes cast in favour as compared with those votes cast against, but on the basis that the number of abstentions shall nevertheless be recorded in the relevant minutes) at an annual general meeting or extraordinary general meeting, providing proper notice of the meeting has been given in accordance with articles 48 to 52.

Proceedings at general meetings

56 Each Full Member which is a corporate body may authorise such individual as it may think fit (providing he/she is a member of that Full Member) to act as its representative (its “Voting Representative”) at any general meeting of the company; the individual so authorised shall (subject to article 57) be entitled to exercise all the rights and powers of that Full Member as a member of the company at that general meeting.

57 The chairperson of a general meeting shall be entitled to require any individual who claims to be authorised to act at that meeting as the representative of a Full Member under the preceding article to produce written evidence of that authority; if written evidence of that authority is not produced at that meeting in a form which is to the satisfaction of the chairperson, the individual shall be deemed not to be entitled to vote at that meeting.

58 For the avoidance of doubt,

(a) no more than one Voting Representative may be appointed by each Full Member in respect of any general meeting

(b) two or more Full Members shall be entitled to appoint the same individual as the Voting Representative for those Full Members (providing he/she is a member of each of those Full Members), and in that event the individual so authorised shall be entitled to cast one vote for each of the Full Members for whom he acts as the duly authorised Voting Representative under article 56

59 Each Full Member which is a corporate body may, in addition to its Voting Representative, authorise one further individual to attend and speak at any general meeting of the company; for the avoidance of doubt, the individual so authorised shall not be entitled to vote.

60 Each Full Member who is an individual nominated for membership in accordance with article 10 may, in addition to attending a general meeting himself/herself, authorise one further individual to attend and speak at any general meeting of the company; for the avoidance of doubt, the individual so authorised shall not be entitled to vote.

61 An Associate Member which is an incorporated body may authorise such individual (providing he/she is a member of the Parent Council or other governing organ of that body) as it may think fit to act as its representative at any general meeting of the company; an individual so authorised shall be entitled to participate in the proceedings at that general meeting (but, for the avoidance of doubt, on the basis that he/she will not have a vote) as if he/she were an Associate Member.

62 No business shall be dealt with at any general meeting unless a quorum is present; the quorum for a general meeting shall be such number of persons entitled to vote as is equal to the total number of directors of the Company in office as at the date of the meeting, plus one, each being a member, a Voting Representative or a proxy for a member.

63 If the quorum required under the preceding article is not present within half an hour after the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.

64 The President shall (if present and willing to act as chairperson) preside as chairperson of the meeting.

65 If the President is not present and willing to act as chairperson within fifteen minutes of the time appointed for holding the meeting, the Vice President shall act as chairperson; if neither the President nor the Vice President is present and willing to act as chairperson within fifteen minutes of the time appointed for holding the meeting, the Voting Representatives of Full Members present at the meeting shall elect one of the directors to act as chairperson or, if there is only one director present and willing to act, he/she shall be chairperson.

66 A director shall, notwithstanding that he/she is not himself/herself a member, be entitled to attend and speak at any general meeting.

67 The chairperson may, with the consent of the meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place.

68 No business shall be transacted at an adjourned meeting other than business which could properly have been transacted at the meeting which was adjourned if the adjournment had not taken place.

69 Where a meeting is adjourned for thirty days or more, at least seven clear days’ notice shall be given, specifying the time and place of the adjourned meeting and indicating the general nature of the business to be transacted; in any other case, it shall not be necessary to give any notice of an adjourned meeting.

70 A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, a ballot is demanded by the chairperson, or by at least two persons present at the meeting and entitled to vote (whether as Full Members, Voting Representatives or proxies for Full Members).

71 Unless a ballot is demanded in accordance with the preceding article, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

72 The demand for a ballot may, before the ballot is taken, be withdrawn but only with the consent of the chairperson; a demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made nor the result of a show of hands declared after the demand is so withdrawn.

73 If a ballot is demanded in accordance with article 72, it shall be taken at once by means of a secret ballot of all the persons present and entitled to vote (as Full Members, Voting Representatives or proxies for Full Members) conducted in such manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.

74 The directors may prescribe from time to time standing orders regulating in detail the conduct of general meetings; such standing orders (providing they are not inconsistent with the provisions of articles 56 to 73) shall be binding on all those attending general meetings.

Votes of members

75 Every Full Member shall have one vote, which (whether on a show of hands or on a secret ballot) may be given personally, via its Voting Representative or by proxy (a proxy allows a Full Member to appoint the chairperson of the meeting, or any other person, to attend the meeting and cast that Full Member’s vote as directed on the proxy form).

76 A Full Member who/which wishes to appoint a proxy to vote on his/her/its behalf at any meeting (or adjourned meeting): -

(a) shall lodge with the company, at the company’s registered office, not less than 48 hours before the time for holding the meeting (or, as the case may be, adjourned meeting), a written instrument of proxy (in such form as the directors require) signed by him/her or (in the case of a Full Member which is a corporate body) by one of its appropriate officers; or

(b) shall send to the company at such address as may have been notified to the members for that purpose, an electronic communication containing the appointment of a proxy, providing such electronic communication is received by the company at such address not less than 48 hours before the time for holding the meeting (or, as the case may be, adjourned meeting).

77 An instrument of proxy or electronic communication containing the appointment of a proxy, which does not conform with the provisions of article 76, or which is not lodged or sent in accordance with such provisions, shall be invalid.

78 A Full Member shall not be entitled to appoint more than one proxy to attend on the same occasion.

79 The proxy appointed to attend at any meeting instead of a Full Member, shall have the same right as the Full Member which appointed him/her to speak at the meeting and need not be a member of the company.

80 For the avoidance of doubt, an Associate Member shall not be entitled to vote.

81 In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting shall be entitled to a casting vote in addition to any other vote he/she may have.

82 A vote given, or ballot demanded, by proxy or by the Voting Representative of a Full Member shall be valid notwithstanding that the authority of the person voting or demanding a ballot had terminated prior to the giving of such vote or demanding of such ballot, unless notice of such termination was received by the company at the company’s registered office (or, where contained in an electronic communication, was received by the company at the address notified by the company to the members for the purpose of electronic communication) before the commencement of the meeting or adjourned meeting at which the vote was given or the poll demanded.

83 No objection may be raised as to the validity of any vote except at the meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid; any such objection shall be referred to the chairperson of the meeting, whose decision shall be final and conclusive.

84 The directors may prescribe from time to time standing orders regulating in detail the voting procedures at general meetings; such standing orders (providing they are not inconsistent with the provisions of articles 76 to 80) shall be binding on all those entitled to vote.

Categories of Director

85 For the purposes of these Articles:-

“Member Director” means a director appointed or re-appointed or elected under articles 90 to 105

“Co-opted Director” means a director appointed or re-appointed under articles 106 to 108

Composition of Board of directors

86 Subject to article 87, the Board of directors shall consist of one director representing the Full Members within each EA Area (as defined in article 89) (referred to below as “Member Directors”) elected under articles 85 to 97and a maximum of three Co-opted Directors.

87 The individuals holding office as directors of the company immediately prior to the adoption of these articles of association shall continue to hold office until the annual general meeting which next follows the coming into force of these articles of association, notwithstanding:

(a) any provision of these articles of association apparently to the contrary; and

(b) the abolition of School Boards by virtue of the coming into force of the relevant provisions of the Scottish Schools (Parental Involvement) Act 2006.

Eligibility

88 An individual shall not be eligible to hold office:

(a) as a director, if he/she is an employee of the company; or

(b) as a Member Director, unless he/she is a member of both a Parent Forum and a Parent Council which is a Full Member.

Relevant areas for the purpose of election of directors

89 For the purposes of article 90 and articles 93, 97, 98, 99 and 101, an “EA Area” means an area served by an education authority within Scotland; “EA Areas” shall be construed accordingly.

Election/retiral: Member Directors

90 Where a Parent Council Area Forum has been established within an EA Area, that Parent Council Area Forum shall, prior to each annual general meeting of the company, consult with each of its Parent Councils which are Full Members of the company to seek nominations for appointment as a Member Director of the company with effect from the conclusion of that annual general meeting; following that consultation, the Parent Council Area Forum shall be entitled to nominate an eligible individual for appointment as a Member Director, such nomination to be received by the company not less than 48 hours prior to the commencement of the annual general meeting; following such nomination the individual shall automatically become a Member Director of the company with effect from the conclusion of that annual general meeting.

91 In relation to each EA Area where no Parent Council Area Forum has been established, the company secretary shall, at least eight weeks in advance of each annual general meeting, invite the Full Members within each such EA Area (other than an EA Area in respect of which a Member Director elected by the Full Members within that EA Area is serving as a director and will not be retiring from office at the forthcoming annual general meeting) to nominate eligible individuals (who may include Member Directors who are due to retire at the conclusion of that annual general meeting under article 101) for election by the Full Members to serve as Member Directors with effect from the conclusion of that annual general meeting, and shall issue nomination forms to the Full Members within that EA Area for that purpose.

92 The nomination form in relation to each eligible individual who is being nominated for election as a Member Director in terms of article 91 shall be signed on behalf of the Full Member who/which is nominating him/her, and also by the individual himself/ herself; the nomination form may be accompanied by brief biographical details of the individual who is being proposed for election and shall be returned to the company secretary by the date occurring six weeks prior to the relevant annual general meeting.

93 As soon as reasonably practicable after the date referred to in article 92, the directors shall (if there is more than one individual nominated under article 92 for election as a Member Director by the Full Members within any EA Area) arrange for a postal ballot of the Full Members within that EA Area to be held, to determine which of such individuals should hold office as a Member Director with effect from the conclusion of the annual general meeting which next follows; the detailed procedure in relation to the holding of the postal ballot (including the voting system, the terms and layout of the ballot form, the level of information supplied in relation to each nominee, the date by which ballot forms must be returned to the company secretary, and similar matters) will be as determined by the directors from time to time.

94 At the annual general meeting which immediately follows the postal ballot referred to in article 93, the company secretary shall determine, on the basis of the votes cast, the identities of those individuals who will serve as Member Directors (along with those Member Directors already holding office who are not due to retire at that annual general meeting) with effect from conclusion of the annual general meeting; the counting of votes shall be carried out by the company secretary and a staff member and where there is an equality of votes, the matter will be resolved through the toss of a coin.

95 The company secretary’s determination under article 94 shall be conclusive and binding, except in the case of manifest error.

96 The company secretary’s determination under article 94 shall be issued at the annual general meeting; each of the individuals identified in the determination will automatically constitute a Member Director with effect from the conclusion of that annual general meeting.

97 If a vacancy arises in relation to any Member Director in the period between annual general meetings (or if not all places are filled by virtue of the company secretary’s determination at an annual general meeting), the Directors may (subject to article 86 and 88) fill a vacancy by appointing an eligible individual who is a member of a Parent Council (which is a Full Member) within the relevant EA Area.

98 Prior to appointing any individual as a Member Director under article 97, the directors shall consult with the relevant Parent Council Area Forum (where an Area Forum is in existence within that EA Area).

99 Where a Parent Council Area Forum has been established within the relevant EA Area, it shall consult with each of its Parent Councils which are Full Members of the company to seek nominations for appointment as a Member Director of the company; following that consultation, the Parent Council Area Forum shall be entitled to nominate an eligible individual for appointment as a Member Director; following such nomination the individual shall automatically become a Member Director of the company.

100 Where no Parent Council Area Forum has been established in the relevant EA Area, the directors shall consult with each of the Parent Councils which are Full Members of the company and shall seek nominations for the appointment of an eligible individual as Member Director; where more than one nomination is received, the directors shall arrange for a postal ballot to be held to determine the individual to be appointed as a Member Director; the procedures for the postal ballot shall, where appropriate, follow those set out in articles 91 - 95; where only one nomination has been received within the time frame indicated by the directors for receipt of nominations, he/she shall be appointed as the Member Director.

101 At each annual general meeting, one-half of the Member Directors (rounded downwards if necessary) shall retire from office.

102 The Member Directors to retire under article 101 shall (subject to article 103) consist of those Member Directors who have been longest in office since they were last appointed or re-appointed; if two or more directors were appointed or re-appointed on the same date, the question of which of them is to retire under article 101 shall be determined by some random method.

103 In relation to a Member Director appointed under article 99 or 100 (a director appointed to fill a vacancy),

(a) where the vacancy arose as a result of there being no valid nominations for the relevant EA Area at an annual general meeting, he/she shall (for the purposes of article 102) be deemed to have been appointed at the conclusion of that annual general meeting; or

(b) where the vacancy arose as a result of a Member Director retiring between annual general meetings or otherwise ceasing to be a Member Director (excluding a Member Director stepping down at an annual general meeting under article 101), (the “Retiring Member Director”), he/she shall (for the purposes of article 102) be deemed to have been appointed from the conclusion of the annual general meeting at which the Retiring Member Director was last appointed or re-appointed as a Member Director.

104 A Member Director who retires from office under article 101 at an annual general meeting shall be eligible for re-election under articles 90 to 96

105 For the avoidance of doubt, a Member Director who is due to retire at an annual general meeting shall remain in office as a director throughout that annual general meeting; he/she shall, unless re-elected under articles 90 to 96, automatically vacate office at the conclusion of that annual general meeting.

Appointment, vacating of office, re-appointment: Co-opted Directors

106 Subject to article 86, the directors may at any time appoint any individual (other than an employee of the company) to be a director (a “Co-opted Director”) for such period (not exceeding one year) as may be specified by the directors, providing he/she is willing so to act, on the basis that he/she has specialist skills which would be of assistance to the board; a Co-opted Director shall not be entitled to vote at meetings of directors, nor at any committee established by the directors.

107 Each of the Co-opted Directors shall vacate office on the expiry of his/her period of appointment, or, if no period was specified, at the conclusion of the annual general meeting which follows his/her appointment or re-appointment.

108 Immediately following the vacation of office by a Co-opted Director under article 107, the directors may reappoint that Co-opted Director in accordance with article 106; the directors may alternatively appoint someone in his/her place or resolve not to fill the vacancy.

Disqualification and removal of directors

109 A director shall vacate office if

(a) he/she ceases to be a director through the operation of any provision of the Act or becomes prohibited by law from being a director

(b) he/she becomes prohibited by law from being concerned with the management or control of a Scottish charity

(d) he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months

(e) (in the case of a Member Director) he/she ceases to be a member of the company or (if he/she was nominated by a corporate body) the corporate body which nominated him/her ceases to be a member of the company

(f) (in the case of a Member Director) he/she ceases to be eligible for appointment as a Member Director in terms of paragraph (b) of article 88

(g) he/she becomes an employee of the company

(h) he/she resigns office by notice to the company

(i) he/she is absent from three or more consecutive meetings of directors (unless the directors otherwise determine, on the basis that special circumstances apply)

(j) he/she is removed from office by ordinary resolution (special notice having been given) in accordance with the procedure specified in section 303 of the Act.

Appointment to offices

110 Member Directors shall be elected by the board of directors to hold the offices of President, Vice President, Treasurer, Secretary and Company Secretary, and such other offices (if any) as the directors may consider appropriate; for the avoidance of doubt, a Co-opted Director shall not be eligible for election to an office under this article.

111 The office of President shall be held (subject to article 115) until the conclusion of the annual general meeting which follows appointment; each other office shall be held (subject to article 115) until the conclusion of the second annual general meeting which follows appointment.

112 The elections to offices under article 110 shall, subject to article 116, be made at a meeting of directors held as soon as reasonably practicable after each annual general meeting at which a director retires from any such office.

113 If the office of President falls vacant at any time during the period between one annual general meeting and the next, the director holding office as Vice President shall take over the office of President from that date until the annual general meeting which next follows.

114 A director whose period of office expires under article 111 may be re-appointed to such office (providing he/she is willing to act).

115 The appointment of any director to an office under article 110 shall terminate if:-

(a) he/she ceases to be a director

(b) he/she resigns from such office by notice to the company; or

(c) he/she is removed from that office by resolution passed at a meeting of directors by not less than two thirds of the total number of Member Directors then in office.

116 If the appointment of any director to an office under article 110 terminates under the preceding article, the directors shall, at a meeting of directors held as soon as reasonably practicable after such termination, appoint another director to hold such office in his/her place; a director so appointed shall (subject to article 115) hold such office until the conclusion of the second annual general meeting which follows such appointment.

117 The directors may prescribe from time to time standing orders regulating in detail the procedures for the election of directors to offices under article 110; such standing orders (providing they are not inconsistent with the provisions of articles 110 to 116) shall be binding on all the directors.

Directors’ interests

118 Without prejudice to the provisions of article 147 a director who has a personal interest in any transaction or other arrangement which the company is proposing to enter into, must declare that interest at a meeting of the directors; he/she will be debarred (in terms of article 142) from voting on the question of whether or not the company should enter into that arrangement.

119 For the purposes of the preceding article, a director shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director (or any other party who/which is deemed to be connected with him/her for the purposes of section 317 of the Act), has a personal interest in that arrangement.

120 Provided

120.1 he/she has declared his/her interest;

120.2 he/she has not voted on the question of whether or not the company should enter into the relevant arrangement; and

120.3 the requirements of article 122 are complied with, a director will not be debarred from entering into an arrangement with the company in which he/she has a personal interest (or is deemed to have a personal interest under article 118) and may retain any personal benefit which he/she gains from his/her participation in that arrangement.

Directors’ remuneration and expenses

121 No director may serve as an employee (full time or part time) of the company, and no director may be given any remuneration by the company for carrying out his/her duties as a director.

122 Without prejudice to the provisions of article 147, where a director provides services to the company or might benefit from any remuneration paid to a connected party for such services, then

122.1 the maximum amount of the remuneration must be specified in a written agreement and must be reasonable

122.2 the directors must be satisfied that it would be in the interests of the company to enter into the arrangement (taking account of that maximum amount); and

122.3 less than half of the directors must be receiving remuneration from the company (or benefit from remuneration of that nature).

123 The directors may be paid all travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the directors, general meetings, or meetings of committees, or otherwise in connection with the carrying-out of their duties.

Powers and duties of directors

124 Subject to the provisions of the Act, the memorandum of association and these articles and to any directions given by special resolution, the activities and affairs of the company shall be managed by the board of directors who may exercise all the powers of the company.

125 No alteration of the memorandum of association or these articles and no direction given by special resolution shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given.

126 The powers conferred by article 125 shall not be limited by any special power conferred on the directors by these articles.

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

128 The directors may, by power of attorney or otherwise, appoint any person to be the agent of the company for such purpose and on such conditions as they may determine.

129 Without prejudice to the duties incumbent upon the directors under statute or at common law, each of the directors will be expected to make every effort to attend all board meetings, annual general meetings and extraordinary general meetings.

Proceedings of directors

130 Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit.

131 Such number of directors as equates to at least one third of the total number of directors may call a meeting of the directors or request the company secretary to call a meeting of the directors.

132 So far as reasonably practicable, the date, time and place of each meeting of the directors shall be communicated to all the directors not less than seven days before the date of the meeting; for the avoidance of doubt, the preceding provisions shall not apply where the directors calling the meeting, or requesting the company secretary to call the meeting, are of the opinion (acting reasonably) that shorter notice is appropriate, having regard to the urgency of the matter or matters to be considered at the meeting.

133 Questions arising at a meeting of directors shall be decided by a majority of votes; in the case of an equality of votes, the chairperson shall have a second or casting vote.

134 The quorum for the transaction of the business of the directors shall be seven.

135 The continuing directors or a sole continuing director may act notwithstanding vacancies - but if the number of remaining directors is less than the number fixed as the quorum, they or he/she may act only for the purpose of holding a ballot to fill vacancies or for the purpose of calling a general meeting.

136 Unless he/she is unwilling to do so, the President shall preside as chairperson at every meeting of directors at which he/she is present.

137 If the President is unwilling to act as chairperson or is not present within fifteen minutes after the time appointed for the meeting, the Vice President shall act as chairperson.

138 If neither the President nor the Vice President is present and willing to act as chairperson within fifteen minutes after the time appointed for the meeting, the directors present shall appoint one of their number to act as chairperson of the meeting.

139 The directors may allow any person to attend and speak at any meeting of the directors.

140 For the avoidance of doubt, any person permitted to attend a meeting under the provisions of article 139 shall not be entitled to vote.

141 All acts done by a meeting of directors or by a meeting of a committee of directors or by a person acting as a director shall, notwithstanding that it is afterwards discovered that there was a defect in the appointment of any director or that any of them was disqualified from holding office or had vacated office or was not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.

142 A director shall not vote at a meeting of directors or at a meeting of a committee of directors on any resolution concerning a matter in which he/she has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the company.

143 For the purposes of the preceding article:

(a) an interest of a person who is, for any purpose of the Act (excluding any statutory modification not in force at the date of adoption of these articles), connected with a director shall be treated as an interest of the director

(b) a director shall 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, partner, officer or elected representative has a personal interest in that matter.

144 A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he/she is not entitled to vote.

145 The company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these articles prohibiting a director from voting at a meeting of the directors or at a meeting of a committee of directors.

146 If a question arises at a meeting of directors or at a meeting of a committee of directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairperson of the meeting; his/her ruling in relation to any director other than himself/herself shall be final and conclusive.

Conduct of directors

147 Each of the directors shall, in exercising his/her functions as a director of the company, act in the interests of the company; and, in particular, must

147.1 seek, in good faith, to ensure that the company acts in a manner which is in accordance with its objects (as set out in the memorandum of association)

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

147.3 in circumstances giving rise to the possibility of a conflict of interest of interest between the company and any other party

(a) put the interests of the company before that of the other party, in taking decisions as a director

(b) where any other duty prevents him/her from doing so, disclose the conflicting interest to the company and refrain from participating in any discussions or decisions involving the other directors with regard to the matter in question

147.4 ensure that the company complies with any direction, requirement, notice or duty imposed on it by virtue of the Charities and Trustee Investment (Scotland) Act 2005.

Delegation to committees of directors and holders of executive office

148 The directors may delegate any of their powers to any committee consisting of two or more directors; they may also delegate to the President or any director holding any other office such of their powers as they consider desirable to be exercised by him/her.

149 Any delegation of powers under article 148 may be made subject to such conditions as the directors may impose and either collaterally with or to the exclusion of their own powers, and may be revoked or altered.

150 Subject to any condition imposed in pursuance of the preceding article, the proceedings of a committee consisting of two or more directors shall be governed by the articles regulating the proceedings of meetings of directors so far as they are capable of applying.

Executive Committee

151 Without prejudice to their powers under article 148, the directors may delegate to a committee (“the Executive Committee”) the authority to deal with day-to-day management issues within the scheme of delegation determined by the board of directors from time to time.

152 The membership of the Executive Committee shall comprise the President, the Vice President, the Treasurer, the Secretary and the Company Secretary.

153 The quorum for meetings of the Executive Committee shall be four.

154 The minutes of each meeting of the Executive Committee shall be circulated to all of the directors of the company.

155 The Executive Committee shall, in exercising its powers, give effect to the strategies and policies adopted by the board from time to time, and shall comply with any specific direction or instruction issued by the board of directors.

Company secretary

156 Subject to the provisions of the Act, the company secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any company secretary so appointed may be removed by them.

Minutes

157 The directors shall ensure that minutes are made and kept of all proceedings at general meetings, meetings of the directors and meetings of committees of directors; a minute of a meeting of directors or of a committee of directors shall include the names of the directors present.

Accounts

158 No member shall (as such) have any right of inspecting any accounting records or other book or document of the company except as conferred by statute or as authorised by the directors or by ordinary resolution of the company.

Notices

159 Any notice which requires to be given to a member under these articles shall be given either in writing or by way of an electronic communication; such a notice may be given personally to the member or be sent by post in a pre-paid envelope addressed to the member at the address last intimated by him/her/it to the company or (in the case of a member who has notified the company of an address to be used for the purpose of electronic communications) may be given to the member by way of an electronic communication.

160 Any notice, if sent by post, shall be deemed to have been given at the expiry of 24 hours after posting; for the purpose of proving that any notice was given, it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted.

161 Any notice contained in an electronic communication shall be deemed to have been given at the expiry of 24 hours after it is sent; for the purpose of proving that any electronic communication was sent, it shall be sufficient to provide any of the evidence referred to in the relevant guidance issued from time to time by the Chartered Institute of Secretaries and Administrators.

Winding-up

162 If the company is wound up, the liquidator shall give effect to the provisions of clause [7] of the memorandum of association.

Indemnity

163 Every director or other officer or auditor of the company shall be indemnified (to the extent permitted by sections 309A, 309B and 310 of the Act) out of the assets of the company against any loss or liability which he/she may sustain or incur in connection with the execution of the duties of his/her office including, without prejudice to that generality (but only to the extent permitted by those sections of the Act), any liability incurred by him/her in defending any proceedings, whether civil or criminal, in which judgement is given in his/her favour or in which he/she is acquitted or in connection with any application in which relief is granted to him/her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the company.

164 For the avoidance of doubt, the company shall be entitled to purchase and maintain for any director insurance against any loss or liability which he/she may sustain or incur in connection with the execution of the duties of his/her office, and such insurance may extend to liabilities of the nature referred to in section 309A(1) of the Act (negligence etc. of a director).

Transitional Arrangements

165 Until such time as the provisions of the Scottish Schools (Parental Involvement) Act 2006 relating to the establishment of Parent Councils have come into force, all references in these articles of association to “Parent Councils” shall, insofar as the context allows, be deemed to be references to “School Boards”.