Charities and Trustee Investment (Scotland) Act 2005

General

62 Third parties

(1) A person dealing with a SCIO in good faith and for value is not concerned to inquire whether—

(a) anything in the SCIO’s constitution prevents it acting in the way that it is, or

(b) any constitutional limitations on the powers of the SCIO’s charity trustees prevent them from binding the SCIO or authorising others to do so.

(2) Nothing in subsection (1) prevents a person from bringing proceedings for interdict in respect of the doing of an act which—

(a) the SCIO, because of anything in its constitution, does not have power to do, or

(b) the SCIO’s charity trustees, because of any constitutional limitations on their powers, do not have power to do.

(3) But no such proceedings may be brought in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the SCIO.

(4) Subsection (3) does not prevent OSCR from exercising any of its powers.

(5) Nothing in subsection (1)(b) affects any liability incurred by the SCIO’s charity trustees (or any of them) for doing anything which, because of any constitutional limitations on their powers, the trustees (or that trustee) do not have power to do.

(6) Nothing in subsection (1) absolves the SCIO’s charity trustees from their duty to act within the SCIO’s constitution and in accordance with any constitutional limitations on their powers.

(7) In this section “constitutional limitations” on the powers of a SCIO’s charity trustees are limitations on their powers under its constitution, including limitations deriving from a resolution of the SCIO in general meeting, or from an agreement between the SCIO’s members.

63 Amendment of constitution

(1) A SCIO may by resolution of its members amend its constitution (and a single resolution may provide for more than one amendment).

(2) Such a resolution must be passed—

(a) by a two-thirds majority of those voting at a general meeting of the SCIO (including those voting by proxy or by post, if voting that way is permitted), or

(b) unanimously by the SCIO’s members, otherwise than at a general meeting.

(3) The date of passing of such a resolution is—

(a) the date of the general meeting at which it was passed, or

(b) if it was passed otherwise than at a general meeting, the date on which the last member agreed to it.

64 Regulations relating to SCIOs

The Scottish Ministers may by regulations make further provision in relation to SCIOs including, in particular, provision about—

(a) applications for constitution as, or conversion into, a SCIO, the determination of applications, entry in the Register and the effect of such entry,

(b) the administration of a SCIO,

(c) amalgamation of SCIOs and transfer of a SCIO’s property, rights and liabilities to another SCIO,

(d) the winding up, insolvency or dissolution of a SCIO,

(e) the maintenance of registers of information about SCIOs (for example, registers of members, of charity trustees or of charges over the SCIO’s assets),

(f) such other matters in connection with the provision made by this Chapter as they think fit.