Developing Your Constitution

What is a constitution?

In basic terms, a constitution is simply a set of written rules or an agreement governing the aims of your organisation, how it will be run and how the members will work together. It is important to remember that a constitution should be a working document and not just a one off exercise conducted at the set up of a group and then put on a shelve. The committee should review it’s constitution regularly to ensure that it is still fit for purpose.

Many voluntary groups with small funds and few staff (known as unincorporated associations i.e. not a registered company) adopt a written constitution as an agreement where people are working to mutually agreed aims.

A voluntary organisation may decide not to adopt a constitution and remain as an informal group however, in most instances, it is not just an important device to ensure the effective running of your group; it is a requirement. Those who have attempted to apply for funding will be only too familiar with the need for a constitution. Most sources of funding can only be accessed by groups with a bank account, and banks will only allow groups to open an account with a constitution. It is also a “must have” if your group wants to register as a charity with the Office of the Scottish Charity Regulator, or if you wish to undertake services within the community. A written constitution will lay the foundations for the structure of your group and will allow it to develop within a concrete framework, ensuring that it stays on track and continues to successfully achieve its aims.

Put simply, a constitution is important because:

• without a written understanding, people may become confused and things may not get done
• it will act as a point of reference and help resolve any problems or controversy that may arise
• it reassures the public and funding bodies that your group is properly run and that money is effectively managed
• it illustrates that your group is democratic and accountable, with clear methods by which decisions are made

What is a constitution made up of?

Although every constitution is different and should accurately reflect what a group wants to do, most have similarities in terms of their structure, and will more than likely include the following ten points:

1. Name of your organisation.
2. Aims of your organisation (sometimes known as ‘objects’).
3. Powers.
4. Membership.
5. Management Committee.
6. Officers.
7. Meetings.
8. Finance.
9. Dissolution.
10. Amendments to the constitution.

The constitution checklist

1) Name of your organisation

The name of your organisation should reflect what your group is all about. Every member of your organisation should identify with the name of your group. Also, do you want the subject or the main interest of your group to come first, or the area in which you are based? How might the name appear on any literature? Could it be misleading or offensive to people? Most importantly, is there already a group with the same name located locally?

2) Aims or objectives of your organisation

Why does your group exist? Your objectives should cover not only what you aim to achieve at this point in time, but what you may wish to do in the future. It shouldn’t simply just list your activities, keep your aims as wide as possible to enable you to change your activity without amending your constitution, giving you flexibility as you develop. The objectives section is the most difficult to change once your constitution is adopted and, therefore, requires a lot of thought and consideration.

3) Powers

The Powers section of your constitution should discuss what the group is allowed to do to carry out its activities and meet its objectives. As with the Objectives section, you should always remember that your group may expand in the future or change as it develops, so keep your powers broad.

In general, this section may include details on the powers to:

• raise money;
• employ paid staff or recruit volunteers;
• buy or rent premises/equipment;
• conduct research;
• receive contributions through a membership fee;
• work in partnership with different organisations;
• carry out anything else within the law necessary to reach the group’s objectives.

4) Membership

Your group should be made up of members who want to work together to achieve the stated aims. It is the members who own and control the group therefore it is important to consider who are you going to invite as members?
It may be individuals within a certain area, or defined categories of people with similar interests such as older people, children, disabled people or the unemployed. You must also decide if you are going to charge people to be a member and if so, who is going to fix the price.

At this stage you must address how you are going to appoint new members and how long membership will last (i.e. for a financial year, calendar year or even academic year). It may be that your existing members appoint new members by a majority decision. Furthermore, what does having a membership entitle them to do?

On the flip side, how will you remove people from your group if you need to? Termination of membership may be a necessity if an individual’s behaviour is detrimental to the aims of your group, and you may need to call a meeting to resolve the matter.

How many members it will allow is at the group’s discretion, although the majority of organisations opt for a minimum of three (which is a legal requirement for charities). There is no upper limit on the number of members, but too many could make the group inefficient. Larger groups may have between ten and 15 members, whereas smaller groups may have between three and five.

5) Management Committee

A management committee is essential to manage not only your group’s work, but to make decisions and direct policy making. Management committees should include honorary officers, and may also involve others who have been nominated or elected. In the main, there are three types of committee member including those:

• nominated by and from the membership (a large number of members will be appointed via
• this method);
• nominated by a different group;
• co-opted by the committee due to their knowledge, skills or experience.

As well as deciding who will be on your management committee, it is important to consider the following questions:

• When will you elect your management committee?
• How long will they be on the committee before a re-election is needed? (For some this is every year and a re-election takes place at the annual general meeting. For others it may be that a specific number stand down each year.)
• What procedures will you have in place if a member leaves?
• How will you remove a committee member and for what reasons?

6) Officers

It is common for committees to have named individuals known as officers, to carry out various tasks on behalf of your group. These may include a president, chairperson, secretary or treasurer. You also need to come to an agreement on how officers will be chosen, whether they will be elected at your annual general meeting or appointed by your committee, and how long they will be in place (for a limited or unlimited period).

The same questions apply to the officers as for the management committee. How will the officers be removed where this is required? How will their vacancies be filled? Also, what will their powers and responsibilities will be?

7) Meetings

Within your constitution, you must state where and how often you will meet to discuss the work of your group and make any decision surrounding it. Small groups may find it more appropriate for decisions to be made by all members together, whereas larger organisations may find it better to elect a committee to make any decisions on behalf of members.

With regard to meetings, you should ensure that you make provisions for both general and committee meetings. General meetings are open to all members within your organisation and at least one should take place per year (usually known as the Annual General Meeting or AGM).

Your group may also wish to hold a minimum number of additional meetings.

With regard to meetings, your constitution should include the following details:

• The minimum number of meetings you will hold and how often you will have them.
• How much notice you will give to inform your members when a meeting will be held
• The number of members that need to be present to allow a meeting to commence (this is known as the quorum).
• Who is able to vote and how voting will occur (such as a show of hands).
• The process by which your members will be allowed to call a meeting as opposed to your committee, covering the minimum number of people required in order to request such a meeting.

As well as meeting to deliberate the day-to-day activities of your group, you should always consider the method by which you will meet to discuss the more formal aspects of your group such as your finances, issues concerning the election of committee members, and evaluating and reviewing the work and objectives of your group. This is generally carried out at your AGMs, which should be held no less than 15 months apart. You can also make provisions about what to do if more meetings are necessary. For example, if you wish to make a major change to your constitution you will need to call a special general meeting. Again, this procedure must include details of who can call a meeting (the committee or a particular number of members), and how much notice you will give, etc.

Here is a basic constitution template to get you started Template Constitution PDF