CONSTITUTION

TITLE
1.1.The name of the organisation shall be the Hellenic Alliance of Scotland, also known as HAS.
TYPE OF ORGANISATION
2.1.The organisation will, upon registration, be a Scottish Charitable Incorporated Organisation
(SCIO).
SCOTTISH PRINCIPAL OFFICE
3.1.The principal office of the organisation will be in Scotland (and must remain in Scotland).
PURPOSES
4.1.The purposes of HAS shall be to advance public interest in Hellenic culture and heritage and
support the development of local Hellenic communities.
4.2.In furtherance thereof HAS shall seek to:
a. Support the work of member bodies interested in Hellenic culture and heritage.
b. Provide a forum for the exchange, collection and distribution of information, relevant to
member bodies and local Hellenic communities.
c. Lead specific projects on behalf of member bodies.
d. Support cultural and/or community development activities of relevance to member
bodies and local Hellenic communities.
e. Represent the member bodies in any matter that the bodies feel is of common interest
and where there is a collective view.

POWERS
5.1.The organisation has power to do anything which is calculated to further HAS’s purposes, or is
conducive or incidental to doing so.
5.2.Take out membership of such organisations as are considered to be in the interests of and
compatible with the purposes of HAS.
5.3.Arrange and provide for or join in arranging and providing for the holding of meetings and
seminars.
5.4.Purchase, sell, take on lease or exchange, hire or otherwise acquire any asset and any rights and
privileges considered appropriate for the promotion of the purposes.

5.5.Borrow or raise money for the purposes and accept gifts on such terms and on such security as
shall be deemed to be appropriate.
5.6.Raise funds and invite and receive contributions from any person or persons, organisation or
organisations by way of subscription or otherwise.
5.7.Do all such other lawful things as are incidental or conducive to the attainment of the purposes.
MEMBERSHIP
6.1.Organisational membership is open to the Hellenic Societies or Communities in Scotland and
those, properly constituted, organisations with a strong interest in Hellenic community
development, culture and heritage who in the opinion of the Council of HAS would be of benefit
in the furtherance of the aims and purposes of HAS. Member organisations will be expected to
appoint representatives for HAS Council meetings and operations.
6.2.Any organisation who wishes to become a Member Body of HAS must sign a written application
for membership; the application will then be considered by the Council, at the next Council
meeting.
a. The organisation applying for membership, must also provide details of the persons
(who must be members of the organisation applying for membership) wishing to
become HAS members.

6.3.The Council must notify applicant organisations promptly (in writing or by e-mail) of its decision
on whether or not to admit them to membership. If the decision was to accept admission, the
new Member Body will have a calendar week to provide proof of their registration payment
before the application is cancelled.
6.4.By default, Council or Board, or equivalent, members of each Member Body are entitled to
become members of HAS.
6.5.If for any reason, a Council or Board or equivalent member of a Member Body chooses to not be
a member of HAS, they can do so by informing, in writing, the HAS Council Secretary.
6.6.Any person who wants to withdraw from membership must give a written notice of withdrawal
to HAS; they will cease to be a member as from the time when the notice is received by HAS.
a. HAS membership cannot be transferred to a third party by a member who wants to
withdraw.
b. If a Member Body wishes to replace a person that withdrew their HAS membership, the
Member Body can do so in writing or by e-mail to the Council.
6.7.The Council must keep a register of HAS Council Members, containing their:
a. Full name,
b. Address,
c. Office held, and
d. Appointment date.
6.8.The Council must keep a register of HAS members, containing their:
a. Full name,
b. Address, and
c. Membership join date and – if applicable – withdrawal date.
6.9.Upon request, membership register details may be made publicly available, subject to
circumstance and applicable law & regulations.

6.10. Upon registration, each Member Body shall declare which Scottish Local Authority area it is
registered or has its main office.
6.11. A resolution agreed to in writing (or via e-mail) by 80% of HAS's registered members will be as
valid as if it had been passed at an AGM; the date of the resolution will be taken to be the date
on which the last member agreed to it.
LIABILITY OF MEMBERS & GENERAL DUTIES OF COUNCIL MEMBERS
7.1.The members of HAS have no liability to pay any sums to help to meet the debts, or other
liabilities, of the organisation if it is wound up; accordingly, if the organisation is unable to meet
its debts, the members will not be held responsible.
7.2.The members and Council members have certain legal duties under the Charities and Trustee
Investment (Scotland) Act 2005; and clause 5.2 does not exclude (or limit) any personal liabilities
they might incur if they are in breach of those duties or in breach of other legal obligations or
duties that apply to them personally.
7.3.Each of the Council members has a duty, in exercising functions as a Council member, to act in
the interests of HAS; and, in particular, must:
a. seek, in good faith, to ensure that HAS acts in a manner which is in accordance with its
purposes;
b. act with the care and diligence which it is reasonable to expect of a person who is
managing the affairs of another person;
c. in circumstances giving rise to the possibility of a conflict of interest between HAS and
any other party:
i. put the interests of HAS before that of the other party;
ii. where any other duty prevents him/her from doing so, disclose the conflicting
interest to HAS and refrain from participating in any deliberation or decision of
the other Council members with regard to the matter in question;
d. ensure that HAS complies with any direction, requirement, notice or duty imposed
under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.
7.4.In addition to the duties outlined in clause 9.1 further below, all of the Council members must
take such steps as are reasonably practicable for the purpose of ensuring:
a. that any breach of any of those duties by a Council member is corrected by the Council
member concerned and not repeated; and
b. that any Council member who has been in serious and persistent breach of those duties
is removed as a Council member.

7.5.Provided they have declared their interest - and have not voted on the question of whether or
not the organisation should enter into the arrangement - a Council member will not be debarred
from entering into an arrangement with the organisation in which they have a personal interest;
and (subject to clause 7.6 below and to the provisions relating to remuneration for services
contained in the Charities and Trustee Investment (Scotland) Act 2005), they may retain any
personal benefit which arises from that arrangement.
7.6.No Council member may serve as an employee (full time or part time) of HAS; and no Council
member may be given any remuneration by HAS for carrying out their duties as a Council
member.

HAS GOVERNANCE & STRUCTURE
8.1.HAS shall be governed by its Charity Trustees, namely the members of its Council.
8.2.The office bearers of HAS’s Council shall consist of a Chairperson, Deputy Chairperson, Secretary
and Treasurer.
8.3.As a minimum, HAS’s Council must consist of a Chairperson, Secretary and Treasurer, which is
the minimum number of Trustees required to run HAS as a SCIO.
8.4.The office bearers will be elected at the Annual General Meeting of the Council, for a period of
three years, and shall be eligible for re-election.
a. The Chairperson’s election must happen in a rotational fashion.
b. “Rotational fashion” means that a Local Authority area must not be represented in a
consecutive fashion. It also means that for a Local Authority area to appoint a
Chairperson again, all other Local Authority areas had already had the chance to be
represented at a Chairperson level during the last cycle.
c. A Local Authority area is entitled to bypass the appointment of a Chairperson coming
from its constituent Member bodies should it choose to. In that case, the Chairperson
should come from another Local Authority area.

COUNCIL
9.1.Except where this Constitution states otherwise, HAS (and its assets and operations) will be
managed by the Council; and the Council may exercise all the powers of HAS.
9.2.To ensure proportionality, each Local Authority area is entitled to two votes within the Council.
a. Therefore, the member bodies within a particular local authority must agree which
persons they choose to represent them.

9.3.The HAS Council shall consist of two representatives from each Local Authority area, appointed
by those bodies as and when necessary.
9.4.The HAS Council members are by default the Charity Trustees.
a. Persons who cease to be HAS Council members shall immediately lose their Charity
Trustee Status.

9.5.Representatives' details will be intimated to the HAS Secretary.
9.6.The representatives will be responsible for attending all Council and General Meetings, for
reporting the proceedings to the Member Body they represent and for submitting items for the
Agenda to the Secretary not less than 21 days before the date appointed for the next Council
meeting.
9.7.Each Council member shall have one vote.
9.8.All decisions of a Council meeting will be made by majority vote of its members present (defined
as half plus one of all votes cast in favour or against a proposal, not counting abstentions).
9.9.The Chairperson shall have a casting vote and their decision on all points of order shall be final.
9.10. No valid decisions can be taken at a Council meeting unless a quorum is met; a quorum shall
consist of 40% of Council Members being present and entitled to vote.
9.11. If a quorum is not present within 15 minutes after the time at which a Council meeting was
due to start the meeting cannot proceed; and a new Council meeting should be arranged as
agreed.
9.12. The Chairperson, or Deputy Chairperson (in the Chairperson’s absence), chairs the Council
meeting.

a. Should the Chairperson or Deputy Chairperson be unable to chair the Council meeting,
within 15 minutes of its start, the Council members present at the meeting must elect
(from among themselves) the person who will act as Chairperson of that meeting.
9.13. The Secretary is responsible for producing the first draft of the Council’s minutes.
a. Should the Secretary be unable to take record minutes during the Council meeting,
within 15 minutes of its start, the Council members present at the meeting must elect
(from among themselves) the person who will act as Secretary of that meeting.
9.14. The Council must ensure that minutes are kept in relation to every Council meeting and the
final version of those minutes must be signed by the Chairperson present at the meeting.
9.15. Each Member Body shall be expected to pay all reasonable expenses incurred by its
representatives in attending HAS meetings.
9.16. The Council shall normally meet twice a year.
9.17. The Council meeting(s) can take place in a physical (for example, a community hall or
conference centre etc.) location or a virtual location - in other words, over the Internet – (for
example, through the use of teleconference technologies) or both in a synchronous manner.
9.18. Member bodies shall be admitted to HAS by decision of the Council.
9.19. The general administration of HAS shall be undertaken by the Council.
9.20. The Council will nominate members for election to office at least one month before the
existing office bearers retire.
THE ANNUAL GENERAL MEETING
10.1. The Annual General Meeting (AGM) of the Council shall be open to all nominated Council or
Board, or equivalent, members of all Member Bodies.
10.2. To ensure equality of voting rights amongst Member Bodies, each Local Authority area will
have up to five persons with voting rights during the AGM.
10.3. If a Local Authority has more than 5 persons attending the AGM, they will have to nominate 5
of them with voting right for passing resolutions / making decisions at the AGM.
10.4. All decisions and resolutions of an AGM will be made by majority vote of its members present
with voting rights (defined as half plus one of all votes cast in favour or against a proposal, not
counting abstentions).
10.5. No valid decisions can be taken at an AGM unless a quorum is met; the quorum for an AGM is
25% of the registered members, in attendance.
a. For the avoidance of any doubt, “in attendance” means that members cannot be
represented at an AGM by proxy.
b. Participation of members in virtual General Meetings is also considered as a member
being in attendance.

10.6. If a quorum is not present within 30 minutes after the time at which an AGM was due to start
the meeting cannot proceed; and a new AGM must be called within two weeks, where a
quorum will not be required.
10.7. The AGM can take place in a physical (for example, a community hall or conference centre etc.)
location or a virtual location – in other words, over the Internet – (for example, through the
use of teleconference technologies) or both in a synchronous manner.
10.8. The AGM must be held at least every 15 months.
10.9. The AGM shall be held on a date to be determined by the Council for the purposes of:
a. Receiving an annual report from the Council.
b. Receiving and approving the Independent Examiner’s Report.
c. Appointing a non-Council member to independently assess the accounts.

d. Electing office bearers.
e. Passing resolutions.
f. Dealing with such other matters as may be submitted according to the rules for its
consideration either by the Council or by the individual Member Bodies.

10.10. The Chairperson, or Deputy Chairperson (in the Chairperson’s absence), chairs the AGM.
a. Should the Chairperson or Deputy Chairperson be unable to chair the AGM, within 15
minutes of its start, the Council members present at the meeting must elect (from
among themselves) the person who will act as Chairperson of that meeting.
10.11. The Secretary is responsible for producing the first draft of the AGM’s minutes.
a. Should the Secretary be unable to take record minutes during the AGM, within 15
minutes of its start, the Council members present at the meeting must elect (from
among themselves) the person who will act as Secretary of that meeting.

10.12. The Council must ensure that minutes are kept in relation to every AGM and the final version
of those minutes must be signed by at least the two thirds of the Council members present at
the meeting.
10.13. Any Extraordinary General Meeting will be subject to the same rules applicable for an AGM.
FINANCE
11.1. The Council shall fix the subscription payable by the Member Bodies.
11.2. All cheques and other documents governing the finances of HAS shall be signed by at least two
office bearers.
11.3. The Treasurer shall keep regular account of all receipts and payments in a manner approved by
the Council and shall present to each meeting of the Council an interim statement showing the
current state of HAS finances.
11.4. All subscriptions shall be payable on the first day of each financial year. Any Member Body that
is six months in arrears with its subscription shall be notified by the Treasurer that it will be
suspended from membership of HAS until all arrears have been paid, and that if the said
Member Body is still in arrears with its subscription after twelve months it will automatically
cease to be a member of the HAS. Such a Member Body may be re-admitted to membership
on paying any arrears due, unless otherwise decided by the Council.
11.5. The income and property of HAS wheresoever derived shall be applied solely to the promotion
of the purposes of HAS as set forth in the Constitution, and no part thereof shall be paid or
transferred to any person without the direct or delegated authority of the Council.
11.6. Whenever the Council decides to donate part of its income to its Member Bodies, the funds
must be equally distributed amongst each Local Authority area.
a. Therefore, the funds distributed to each Local Authority area must be equally donated
amongst each of its Member Bodies.

11.7. No payment will be made from HAS funds to any individual member of the Council except as
payment of out-of-pocket expenses incurred on HAS's business and with the approval of the
Council.
11.8. HAS's financial year shall end on the date that coincides with the Year End registered with the
Office of the Scottish Charity Regulator. A copy of the Independent Examiner’s Report, signed
by the Chairperson, shall, after approval by the Council, be examined at the AGM.
11.9. Individual members of the Council must declare any personal financial interest in any matter
under discussion and shall not vote on such matter.

AMENDMENTS TO THE CONSTITUTION
12.1. The Constitution can be altered or amended only at an AGM, or at an Extraordinary General
Meeting, called by the Council, or by two thirds of the votes cast at the meeting by the
nominated representatives of the Member Bodies.
12.2. No alterations or amendments shall be made which would have the effect of causing HAS to
cease to be recognised by the Office of the Scottish Charity Regulator as a charity for tax
purposes.
12.3. The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain steps (e.g.
change of name, an alteration to the purposes, amalgamation, winding-up) without the
consent of the Office of the Scottish Charity Regulator (OSCR).
RESIGNATION OF MEMBER BODY MEMBERSHIP
13.1. Any Member Body wishing to withdraw from HAS must give a minimum of three months’
notice in writing to the Secretary of HAS before the end of HAS's financial year.
13.2. Following a Member Body’s withdrawal from HAS, all of that Member Body’s HAS members
automatically lose their HAS membership status.
TERMINATION OF OFFICE
14.1. A Council member will automatically cease to hold office if:
a. they become disqualified from being a Council member under the Charities and Trustee
Investment (Scotland) Act 2005;
b. they become incapable for medical reasons of carrying out their duties as a Council
member - but only if that has continued (or is expected to continue) for a period of
more than six months;
c. they cease to be a member of HAS;
d. they become an employee of HAS;
e. they give the Council a notice of resignation, signed by them;
f. they are absent (without good reason, in the opinion of the Council) from more than
three consecutive meetings of the Council
g. they are removed from office by resolution of the Council on the grounds that they are
considered to have been in serious or persistent breach of their duties under section
66(1) or (2) of the Charities and Trustee Investment (Scotland) Act 2005; or
h. they are removed from office by a resolution of the members passed at a General
Meeting.

14.2. A resolution under paragraph 14.1.g. or 14.1.h shall be valid only if:
a. the Council member who is the subject of the resolution is given reasonable prior
written notice of the grounds upon which the resolution for their removal is to be
proposed;
b. the Council member concerned is given the opportunity to address the meeting at
which the resolution is proposed, prior to the resolution being put to the vote; and

c. (in the case of a resolution under paragraph 14.1.g.) at least two thirds (to the nearest
round number) of the Council members in office vote in favour of the resolution.

DISSOLUTION OF HAS
15.1. A motion for the dissolution of HAS must be submitted to the AGM, or an Extraordinary
General Meeting, one month before the relevant meeting. Such a motion must be submitted
by the Council. The motion shall be passed if it receives two thirds of the votes cast by the
members present at that meeting. If such a motion should have been passed as described
above the Council shall have power to dispose of any assets held by or on behalf of HAS.
15.2. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or
transferred to such other charitable organisation or organisations having purposes similar to
the purposes of HAS, as the Council may determine.

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