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SCOTTISH CONTINUITY
 
Constitution
  1. The Association shall be called "The Scottish Continuity Group".
  2. The objectives of the Association shall be to:
    a. Promote the development of Business Continuity practices and principles within Scottish companies and organisations throughout Scotland.
    b. Encourage and support the development of a supportive infrastructure for Business Continuity activities throughout Scotland.
    c. Promote and where possible represent its Scottish membership within the global Business Continuity community.
  3. The objectives shall be achieved by the following means:
    a. Offering appropriate membership levels to attract a comprehensive and representative membership throughout Scotland.
    b. Facilitating the exchange of information regarding Business Continuity Management and Incident Management and Co-ordination within all sectors of services, industry and commerce in the public and private sector, for the benefit and in the interests of the individual members, their employers and clients.
    c. Encouraging and supporting the integration of Business Continuity Management into the day-to-day management structure of member organisations.
    d. Acting as an independent forum for benchmarking current Business Continuity practice.
    e. Encouraging and supporting the application of Business Continuity 'best practice'.
    f. Encouraging the development and provision of Business Continuity related education, training and development activities within the Scottish Training Provider community.
    g. Encouraging and supporting conferences, meetings, seminars and social events arranged on a non-profit making basis for the benefit of the membership.
  4. There shall be several levels of Membership:
    a. Individual (Annual fee: £50)
    'Any person with an interest in Business Continuity Management or Risk Management.'
    b. Small or Medium Sized Enterprise, Local Authority or Public Sector (Annual fee: £100 - 3 named representatives allowed)
    'Any Small or medium Sized organisation having an interest in Business Continuity Management.
    c. Corporate/Public Body (Annual fee: £400 - 10 named representatives allowed)
    'Any Large organisation having an interest in Business Continuity Management.'
    d. Student (Free)
    'Any person actively involved in a course of study in a Business Continuity or Risk Management-related subject.'
    e. Registered Charity (Annual fee: £90 for 3 members, £45 for Individual Charity member) 
    'Any registered Charity with an interest in Business Continuity Management.'
  5. Every candidate for admission as a member, at all levels, shall be proposed by entering on an application form their full details.
  6. In every case the proposed member shall furnish to the Membership Secretary the appropriate subscription and this should accompany the application form.
  7. Candidates for membership shall be elected and confirmed by the Board at it's sole discretion and shall be entitled to all the benefits and privileges of membership and be bound by these rules. 
  8. The Board shall determine the annual subscription fee from time to time.
  9. All annual subscriptions (except the first subscription of a new member) shall be payable on the anniversary of joining each year.
  10. All subscriptions shall be paid to the Association. BACS payment or Cheques (made payable to the Scottish Continuity Group and crossed "A/C payee".) 
  11. If any member shall fail to pay their annual subscription on or before the first day of the month after it became due, notice shall be sent to them calling their attention thereto and if they shall not pay the amount within fourteen days from the posting of such notice, they may forthwith be notified that they are in default. If such subscription be not paid on or before the 30th day following they shall cease to be a member of the Association. If at any time they shall give to the Board a satisfactory explanation, they may at the discretion of the Board and upon payment of arrears, be re-admitted to membership. 
  12. The Board may at its discretion, on application by an existing member, grant "retired membership status". Such members will continue to pay an annual subscription determined from time to time by the Board.
  13. The Board may, at its discretion, grant life membership to any member who has performed outstanding service having regard to their period of membership and notable contribution to the Association. These decisions shall be reported to members of the Association at the next General Meeting.
    Life members shall not be required to pay subscription.
  14. Any qualified member shall be able to carry on their employment or business outside Scotland without prejudice to their membership of the Association.
  15. Any member may terminate their membership of the Association by informing the Board in writing. 
  16. If at any time the Board shall be of the opinion that the interests of the Association so require, it shall be their duty by letter to invite any member to withdraw from the Association. The letter shall indicate the reason for the Board's invitation to withdraw and afford them an opportunity to make representation to the Board by way of Appeal within one month. If an Appeal is forthcoming it will be considered and a decision made. If no appeal results then the member will be informed that their membership has ceased.
  17. Any person shall, on ceasing to be a member of the Association, forfeit all right to and claim upon the Association and any property or funds which it may have.
  18. The management of the Association (except as otherwise provided by these Rules) shall be the responsibility of a Board of not more than eight members who shall be elected by the members at an Annual General Meeting.
  19. The officers and members shall be as follows:
    Chairman, Vice Chairman, Secretary, Treasurer (known as the officers) and four other Board Members
    Student and 3rd Party Supplier members will only be eligible
    to fulfil Board seat role on consensus approval of standing Board members.
  20. Only those individual members who have been or are actively involved in the field of Business Continuity Management or who have professional skills that can further the aims of the Group (Legal, Accountancy, Event Management etc) may be elected as an Board member or Officer.
  21. The Chairman and Vice Chairman, as elected by members at an Annual General Meeting, will serve until the next Annual General Meeting takes place after approximately 12 months as at RULE 30. They shall be eligible for re-election on the expiration of each period of office.
  22. The Secretary and Treasurer, as elected by members at an Annual General Meeting, will hold office for the period spanning two Annual General Meetings and shall be eligible for re-election on the expiration of each period of office.
  23. At each Annual General Meeting of the Association the ordinary Board members shall retire and shall be eligible for re-election. Officers are required to notify members that they wish to stand and submit a short statement of suitability and intent. This information will allow members to vote for the candidate that they feel is most suitable for the post. All members can stand for office and should notify the Board 60 days before the AGM if they wish to stand for elected office.
  24. The Board shall have the power to co-opt any member or members of the Association at their discretion between Annual General Meetings at which point such co-options shall cease. Any co-options shall be reported to the membership at the next General Meeting and in the minutes thereof.
  25. The Board shall meet as and when they feel it necessary, but not less frequently than once in every quarter year to examine the accounts and manage the affairs of the Association. Four members of the Board shall form a quorum; one must include an officer bearer acting as Chairman. Minutes shall be taken of all the proceedings of the Board and shall be open to the inspection of any member of the Association applying to the Secretary.
  26. The Board may also from time to time appoint from among the members of the Association sub-committees as they may deem necessary or expedient and may depute or refer to them such of the powers and duties of the Board as the Board may determine. In the event of any member ceasing to be a member of the Association they shall automatically cease to be a member of any sub-committee and another member of the Association may be appointed in their place. All sub-committees shall report their proceedings to the Board and shall conduct their business in accordance with the directions of the Board. All project deadlines must be met, any failure to deliver must be explained to the board.
  27. The Board may from time to time amend any part of the Constitution as they shall think expedient for the management and well-being of the Association subject to the confirmation of members at the Annual General Meeting. Minor amendments to the constitution and error corrections can be made with agreement of a quorum of the board.
  28. The Board shall have the power to appoint, pay and dismiss any person from carrying out any ancillary function or task for the Association, being a member or non-member, as deemed necessary in the interests of the Association.
  29. The Board shall be responsible for drawing up an Agenda for all meetings of the Association and shall give consideration to any items requested by members. The Board shall also cause minutes to be taken at every Annual General Meeting and Special General Meeting and these shall be circulated to all members of the Association as soon as practicable after such meetings. Non-members of the Association shall not be permitted to be present at any or part of such a meeting of the Association other than with the specific prior approval of the Chairman.
  30. The Annual General Meeting of the Association shall be held annually on a date and at a time to be fixed by the Board for the following purposes:
    a. To receive from the Treasurer a Report, Balance Sheet and Statement of Accounts for the preceding year and an estimate of the receipts and expenditure for the current financial year.
    b. To fill vacancies on the Board and to appoint an Auditor for the ensuing year. The current auditors are DTK Financial Services Ltd of Drumkilbo,Grandtully, Pitlochry PH9 0P

    c. To decide on any resolution which may be duly submitted to the Meeting as hereinafter provided.
  31. A member desirous of proposing or moving any resolution at the Annual General Meeting shall give notice thereof in writing to the Secretary not less than six weeks before the date of such meeting.
  32. The Board may at any time for any special purpose call a Special General Meeting and shall do so forthwith upon the requisition in writing of any twelve members stating the purpose for which the meeting is required.
  33. Fourteen days at least before the Annual General Meeting a notice of such Meeting and of the business to be transacted thereat shall be posted in any premises of the Association and a printed copy thereof shall be sent to every member. The Report, Balance Sheet and Statement of Accounts shall be circulated to the membership at least fourteen days before the Annual General Meeting.
  34. At all Annual General Meetings, General Meetings and Special Meetings of the Association, the Chairman and in their absence a member selected by the Board shall take the Chairman. Every ordinary member present shall be entitled to one vote upon every motion and in the case of an equality of votes the Chairman shall have a second or casting vote. The Board shall be empowered, if they think fit, to make provision for enabling members unable to be present to vote by proxy or in writing.
  35. The quorum for conducting ordinary business at all Annual General, General and Special Meetings shall be six members.
  36. The Financial Year of the Association shall end on the 31st day of December in each year to which day the Accounts of the Association shall be balanced. This can be changed by the Treasurer to match the date of the AGM to ensure that the accounts are current.
  37. The Accounts shall as soon as practicable after the end of the Financial Year (31 December) shall be audited. 
  38. No member shall give the address of the Association in any advertisement or use the Associations address for business purpose.
    No member shall, without the authority of the Board, disclose any information from the members' name, address and email directory.
  39. Every member of the Association shall communicate to the Secretary any changes to their address and email contact.
  40. The Board shall be the sole authority for the interpretation of the Rules of the Constitution and the decision of the Board upon any question of interpretation or upon any matter affecting the Association and not provided for by the Constitution shall be final and binding on the members.
  41. The Constitution may be added to, repealed or amended by resolution at any Annual General Meeting or Special General Meeting providing that proper notice has been given as at RULE 34. No such resolution shall be deemed to have been passed unless it is carried by a majority of at least two thirds of the members voting. Online notification and voting will be the normal process.
  42. Where a board member is required to undertake work for the SCG such as Secretary, Treasurer, Webmaster or any other specific task which is time consuming and must be completed within a set timescale, an honorarium will be paid (Usually £75 - £100 per month) to reflect the hours spent each month carrying out this work for the group.
  43. If at any Annual General Meeting a resolution shall be passed by a majority of the members present calling for the dissolution of the Association the following procedure shall be followed:
    a. A Special General Meeting shall be called not less than two months and not more than three months thereafter.
    b. Not less than one month's written notice shall be given to each member giving the place, date and time of the meeting and details of the resolution for dissolution.
    c. The Board shall be empowered to make provision for enabling members unable to be present to vote by proxy or in writing.
    d. At the Special General Meeting the resolution shall be debated and the votes of those attending and those registered as at c) above shall be counted and the result announced by the Chairman.
    e. If any resolution for Dissolution is passed by a majority of two thirds of the members voting thereon, the Board shall thereupon, or at such future dates as shall be specified in the resolution, proceed to the winding up of the affairs of the Association.
    f. The Board shall proceed to appoint Trustees to realise the property of the Association and, shall award the same to Charities as selected by the Board.
    g. Upon completion of such action the Association shall be dissolved.
Sustaining a Resilient Community

Scottish Continuity
Email: info@scottishcontinuity.com

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