The Grampian Deaf Children’s Society is a Registered Scottish Charity (SC053956).

As such, you have the right to the following information under section 23 (1)(a) and (b) of the Charities and Trustee Investment (Scotland) Act 2005:

• A copy of our latest statement of accounts
• A copy of our constitution (provided below)

Our constitution, the text of which is provided on this webpage, when submitted to the Office of the Scottish Charities Regulator (OSCR), was signed by:

• • Sandra Stark (Serving in the role of Chair) on 24th September 2024
  • Karoline Williams (Karrie) (Serving in the role of Treasurer) on 24th September 2024
  • Hannah Murray (Serving in the role of Co-Secretary) on 12th October 2024

You can use the navigation links below to go directly to a specific part of our constitution if you wish.

Alternatively, scroll down to read.

Adopted On:	18th September 2024
Most Recent Revision:	18th September 2024

Interpretation

For the purposes of this constitution:

• • The expression ‘charitable purpose’ shall mean a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.
  • The expression ‘charity’’ shall mean a body on the Scottish Charity Register which is also regarded as a charity in relation to the application of the Taxes Acts.

1. Name

The Charities name is Grampian Deaf Children’s Society

2. Objects

To further in every way allowed by law the education and relief of deaf children without regard to race religion creed disability sex or family circumstances.

3. Powers

The Trustees have power (only in pursuing the Objects) to:

(3.1) provide/promote any activities, services, information, guidance, and resources.

(3.2) co-operate with other organisations.

(3.3) acquire/hire property and raise funds (except by taxable trading).

(3.4) borrow and give security and let/dispose of property (subject to Charities Act restrictions).

(3.5) make grants/loans; give guarantees.

(3.6) set aside funds for special purposes, or as reserves.

(3.7) operate bank accounts and use financial instruments.

(3.8) invest and delegate management in accordance with the Trustees Act 2000.

(3.9) insure to protect the Charity and its property.

(3.10) provide Indemnity Insurance against personal liability incurred by any Trustee for an
act/omission which is, or is alleged to be, a breach of trust, or breach of duty, unless the
Trustee concerned knew that, or was reckless as to whether, the act/omission was a breach of
trust or breach of duty.

(3.11) employ staff (with pension provision) (subject to clause 8.2) and engage advisors, agents
and volunteers.

(3.12) pay the Charity’s establishment costs.

(3.13) do anything else conductive to promotion of the Objects.

4. Membership

(4.1) The Charity is a Registered Association of the National Deaf Children’s Society (Charity No: 1016532; Company No: 2752456 – in England & Wales).

(4.2) Any person interested in the Objects, may be admitted, by the Trustees, as a Member
(particularly parents/carers).

(4.3) The Trustees shall keep a Members’ register and may set reasonable subscription rates.

(4.4) The Trustees may, by resolution, remove a Member because his/her continued membership is considered contrary to the Charity’s best interests, provided the Member has an opportunity to present his/her views.

5. Member’s meetings

(5.1) The Trustees may call a Members’ meeting on at least 14 days’ written notice and shall call an annual meeting if it is requested in writing by at least two Members.

(5.2) The quorum for Members’ meetings is two. Members’ decisions shall be by majority, subject to Clauses 10 & 11.

(5.3) The Chair (or another Trustee) shall chair Members’ meetings and shall have a casting vote.

(5.4) At any annual meeting, annual accounts for the Charity’s previous financial year shall be presented; Trustees may report on the Charity’s activities; and Trustees may be appointed.

(5.5) If there is no annual meeting, annual accounts shall be made available to Members.

(5.6) A written resolution signed by the requisite majority of Members is as valid as a meeting
resolution. (It may be comprised of several copies and is passed on the date of the last required
signature).

6. Trustees

(6.1) The Trustees have responsibility for the management of the Charity. There shall be at least three, one nominated as Chair. Fewer than three only have power to increase the number to three.

(6.2) A Treasurer and/or a Secretary, may be appointed and need not be Trustees.

(6.3) New Trustees may be appointed by: the Trustees, subject to re-confirmation by the next Members’ meeting; or by Members’ resolution, following nomination by the Trustees, or any two Members.

(6.4) A Trustee ceases to be a Trustee if he/she:

• is absent, without reasonable explanation, from consecutive Trustees’ meetings over a six-month period and a Trustees’ resolution is passed removing him/her as a Trustee for that reason

• resigns in writing to the Trustees, if at least three Trustees will remain in office

• is removed by Members’ resolution, after the Trustee has been given an opportunity to
present his/her views

• is disqualified from acting as a charity trustee.

(6.5) A defect in procedure, or any appointment, of which the Trustees were unaware at the
time, does not invalidate Trustees’ decisions.

7. Trustees’ proceedings

(7.1) The quorum for Trustees’ meetings is two, or any higher number they agree.

(7.2) Trustees’ meetings may be in person, or through other means by which participants may communicate.

(7.3) Trustees’ decisions are by a majority resolution (without any casting vote).

(7.4) A written resolution signed by a majority of all Trustees is as valid as a resolution passed at a meeting. (It may be comprised of several copies and is passed on the date of the last required signature).

(7.5) Subject to terms of this Constitution, Trustees’ proceedings shall be in their discretion.

8. Benefit to Trustees and Members

(8.1) None of the Charity’s assets may be distributed or otherwise applied (on being wound up or at any other time) except to further its charitable purposes.

(8.2) No Trustee or Member may be employed by, or receive any payment, or other material benefit, from, the Charity, except:

• (for Trustees’) the benefit of Indemnity Insurance (3.1) and a general indemnity (6.5)

• user benefit (8.3)

• reimbursement of reasonable expenses

• reasonable interest/rent on money lent/property let to the Charity.

(8.3) No child connected with a Trustee/Member shall be precluded from receiving Charity user benefit because of such connection.

(8.4) A Trustee with a personal interest in a meeting item, must declare it before discussion and if resolved by the other Trustees, for that item, leave the meeting, have no vote, and not count to quorum.

9. Charity assets

(9.1) Legal title to land, investments (and as appropriate other assets) owned by the Charity should be held, on behalf of the Charity, by a company controlled by the Trustees, or by three of the Trustees, on behalf of all the Trustees.

(9.2) Such a holding company/holding Trustees must act as directed by the Trustees. Provided they do so they will not incur liability to the Charity.

(9.3) The Trustees may remove/replace any holding Trustee by resolution confirmed in writing.

10. Amendment

This Constitution may be amended by Members’ resolution passed by at least two-thirds of all the Members, except that amendment to Clauses 1, 2 & 11 and this Clause 10 is restricted by charity law and if the Charity is registered requires OSCR consent.

10. Dissolution

(11.1) The Trustees may, with the approval of at least two-thirds of the Members, dissolve the Charity.

(11.2) If on the winding up of the Charity, any property remains after satisfaction of all the Charity’s debts and liabilities, such property shall not be paid to or distributed among the members of the Charity; that property shall instead be transferred to some other Charity or Charities (whether incorporated or unincorporated) whose objects are similar (wholly or inpart) to the objects of the Charity.