Constitution

 

  Constitution

of

The Association of Scottish Businesswomen

(adopted 26 March 2026)

 

ARTICLE 1           ASSOCIATION’S NAME

1.1                        The Association’s name is The Association of Scottish Businesswomen

 

ARTICLE 2           OBJECTS OF THE ASSOCIATION

2.1                        The Association is an unincorporated voluntary association. It is not a legal identity separate from its members.

2.2                        The Association has been formed to bring together and benefit the community of women in the professions and business, regardless of sector, across Scotland (“the Community”) with the following objects (“the Objects”).

2.2.1                     To enable members to share knowledge, skills, and experience

2.2.2                     To provide a national forum for discussion, development, and networking.

2.2.3                     To exert appropriate influence to promote the advancement of women in the business world.

 

ARTICLE 3           POWERS OF THE ASSOCIATION

3.1                        The Association shall have the following powers which shall be exercised in the pursuance of the Objects only:-

3.1.1                     To carry on any activities which further any of the Objects.

3.1.2                     To engage consultants and advisers as are considered appropriate from time to time

3.1.3                     To invest any funds which are not immediately required for the association’s activities in such investments as may be considered appropriate (and to dispose of, and vary, such investments).

3.1.4                     To liaise with other voluntary sector bodies, local authorities, UK or Scottish government departments and agencies, and other bodies, all with a view to furthering the association’s objects

3.1.5                     To take such steps as may be deemed appropriate for the purpose of raising funds for the association’s activities

3.1.6                     To accept grants, donations and legacies of all kinds

3.1.7                    To operate for negotiate and contract for members in a manner determined by the Committee

 

ARTICLE 4           OVERALL STRUCTURE

4.1                        The structure of the association shall consist of:-

4.1.1                     Direct Members: anyone who considers herself a Scottish Business Woman or woman in business in Scotland who support the objects of the ASB as set out in Article 2.

4.1.2                     Affiliate Groups: A body based geographically in Scotland, representing women in a business role and support the objects of the ASB as set out in Article 2.

4.1.3                     Corporate Organisations that affiliate to the ASB: A business operating in Scotland who wishes to offer its employees who consider themselves a Scottish Business Woman, and support the objects of the ASB as set out in Article 2, the benefit of membership to the ASB.

4.1.4                     The Committee, who hold regular meetings during the period between annual general meetings and have day to day control of the Association and are responsible for monitoring the financial position of the Association.

 

ARTICLE 5           MEMBERSHIP APPLICATIONS

5.1                        Any person, who wishes to become a direct member of ASB must apply for membership via the ASB website.

5.2                        Any Affiliate Group, who wishes to become a member of ASB must apply for membership via the ASB website.

5.3                        Any corporate organisation that wishes to join the ASB must submit a written application to the management committee.

5.3.1                     The Committee may refuse to admit a corporate organisation that does not comply with any of the criteria at Article 4.            

 

Article 6           MEMBERSHIP SUBSCRIPTION CHARGES

6.1                      The membership fees and any other charges payable by direct members, affiliate groups and corporate members shall be set out in a document known as the Fees and Benefits Package.

6.1.1                   The Fees and Benefits Package shall be determined and may be amended from time to time by the Committee

6.1.2                   The Committee shall make the current fees and benefits package available to members.

6.1.3                   Direct members, affiliate groups and corporate members shall be required to pay the fees specified in the Fees and Benefits Package.

6.1.4                   A person shall not be entitled to exercise the rights of membership unless any applicable fees payable by that member have been paid in accordance with the fees and Benefits package.

 

ARTICLE 7           CESSATION OF MEMBERSHIP

7.1                        Any direct member who wishes to withdraw early from membership can send to or lodge with the Association, a written notice to that effect; on receipt of the notice by the association, they shall cease to be a Member.

7.1.1                     Any direct member may cease to be a direct member if the annual subscription due remains outstanding at the renewal date.

7.2                        Any affiliate group that wishes to withdraw from membership shall send to or lodge with the Association, a written notice to that effect; on receipt of the notice by the Association, it shall cease to be a Member.

7.2.1                     Any affiliate group may cease to be a member if the annual subscription due remains outstanding for more than one calendar month.

7.2.2                     Any member may be expelled from membership by decision of the Committee.

7.3                        Any corporate member that wishes to withdraw from membership shall send to or lodge with the association, a written notice to that effect; on receipt of the notice by the association, it shall cease to be a Member.

7.3.1                     Any corporate member may cease to be a member if the annual subscription due remains outstanding for more than one calendar month.

7.3.2                     Any corporate member may be expelled from membership by decision of the Committee.

 

ARTICLE 8           GENERAL MEETING / MEETINGS OF MEMBERS

8.1                        The Committee shall convene an Annual General Meeting of the ASB in each calendar year ensuring that not more than 15 months elapses between annual general meetings.

8.2                        The business of each annual general meeting shall include, but not limited to:

8.2.1                     A report by the President on the activities of the Association

8.2.2                     Consideration of the Annual Accounts of the Association

8.2.3                     The election/re-election of members of the committee

8.3                        The committee may convene a special general meeting at any time

 

ARTICLE 9           NOTICE OF GENERAL MEETINGS

9.1                        At least fourteen (14) clear days’ notice must be given to all members of the Association of any annual general meeting or special general meeting indicating the general nature of any business of the meeting and, if a resolution to alter the constitution is to be considered, providing detail of the proposed alteration.

 

ARTICLE 10         GENERAL MEETING PROCEDURES

10.1                      The quorum for a general meeting shall be the lesser of: (a) 10 members (b) 10% of the total of members being person or by proxy. No business shall be dealt with at any general meeting unless a quorum is present.

10.2                      If a quorum is not present within 15 minutes of the meeting commencement time or if, during a meeting, a quorum ceases to be present, the meeting shall be adjourned to such time and place as may be fixed by the president of the meeting.

10.3                      The president of the Association shall (if present and willing to act as chair) preside as chairperson of each general meeting. If the president is not present and/or willing to act as chairperson within 15 minutes of the meeting commencement time, the members of the committee present at the meeting shall elect from amongst themselves the person who will act as chairperson of that meeting.

10.4                      The chairperson of a general meeting, with the consent of the meeting, can adjourn the meeting to such time and place as the chairperson may determine.

10.5                      Each person shall have one vote, which (whether on a show of hands or on a secret ballot) must be given personally or by proxy which must be submitted to the chairperson at least 48 hours before the commencement of the general meeting.

10.6                      If there is an equal number of votes for an against any resolution, the chairperson of the meeting shall be entitled to a casting vote.

10.7                      A resolution put to the vote at a general meeting shall be decided on a show of hands unless a secret ballot is demanded by the chairperson (or by at least two Members present in person at the meeting).  A secret ballot may be demanded either before the show of hands takes place, or immediately after the result of the show of hands is declared.

10.8                      If a secret ballot is demanded, it shall be taken there and then in such a manner as the chairperson may direct and with the result also being declared at the same meeting.

 

ARTICLE 11         NUMBER OF COMMITTEE MEMBERS

11.1                      The business of the ASB shall be managed and directed by the Committee.

11.2                      The Committee shall comprise of no fewer than three people, maximum of ten, all of whom must be members of the ASB.

 

ARTICLE 12         COMMITTEE ELIGIBILITY

12.1                      Only members shall be eligible for election/appointment to the                Committee

 

ARTICLE 13         COMMITTEE – ELECTION, RETIRAL, RE-ELECTION

13.1                      At each Annual General Meeting the members may elect any member to fill vacancies on and be a member of the Committee.

13.1.1                  Any nominations for committee members must be made to the committee one month before the Annual General Meeting.

13.2                      The Committee may at any time appoint a member to be a member of the Committee

13.3                      At each Annual General Meeting, committee members shall retire from office but shall then be eligible for re - election.

 

ARTICLE 14         COMMITTEE – TERMINATION OF OFFICE

14.1                      A committee member shall automatically vacate office if:

14.1.1                  she becomes incapable for medical reasons of fulfilling the duties of her office and such incapacity is expected to continue for a period of more than six months

14.1.2                  she ceases to be a Member of the Association

14.1.3                  she resigns office by notice to the Association

14.1.4                  she is absent (without permission of the Committee) from more than three consecutive meetings of the Committee, and the Committee resolve to remove her from office

 

ARTICLE 15         OFFICE-BEARERS

15.1                      Committee members shall elect from among themselves a President, a treasurer and a secretary, and such other office bearers as they consider appropriate.

15.1.1                  An office bearer role can be shared among two Committee members

15.2                      The President’s term will be for a period of two years.

15.2.1                  The President’s term can be extended by a period of one year on agreement of the Committee.

15.3                      All elected or proposed office-bearers shall be ratified by members at the following AGM of the ASB.

 

ARTICLE 16         COMMITTEE MEETINGS – PROCEDURES               

16.1                      Any member of the Committee may call a meeting of the committee or request the secretary to call such a meeting

16.2                      Unless unwilling to do so the President of the association shall preside as chairperson at every committee meeting at which she is present, failing which the committee members present shall elect from among themselves the person who will act as chairperson of the meeting.

16.3                      Questions arising at a meeting of the committee shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have a casting vote.

16.4                      No business shall be dealt with at a meeting of the committee unless a quorum is present; the quorum for meetings of the committee shall be 3.

16.5                      If at any time the number of committee members in office falls below the number fixed as the quorum, the remaining committee member(s) may act only for the purpose of filling vacancies or of calling a general meeting

16.6                      The Committee may, at its discretion, allow any person who they reasonably consider appropriate, to attend and speak (but not vote) at any meeting of the committee.

16.7                      The Committee shall meet a minimum of four times each year

16.8                      All meetings of the Committee shall be minuted and the minutes retained for a minimum period of three years.

16.9                      The venue for meetings of the Committee shall be decided by the Committee and can be held remotely.

16.10                   Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting if all of the members of the Committee then in office consent to the action in writing (including email) and the written consents are filed with the records of the meetings of the Committee.

 

ARTICLE 17         CONDUCT OF MEMBERS OF THE COMMITTEE

17.1                      Each of the members of the committee shall, in exercising her functions as a member of the committee of the association, act in the interests of the association and, in particular, must:

17.1.1                  seek, in good faith, to ensure that the association acts in a manner which is in accordance with its objects (as set out in this constitution);

17.1.2                  act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;

17.1.3                  in circumstances giving rise to the possibility of a conflict of interest of interest between the association and any other party;

(a) put the interests of the association before that of the other party, in taking decisions as a member of the Committee; and

(b) where any other duty prevents her from doing so, disclose the conflicting interest to the association and refrain from participating in any discussions or decisions involving the other members of the Committee with regard to the matter in question.

 

ARTICLE 18         DELEGATION TO SUB COMMITTEES

18.1                      The Committee may form and delegate any of their powers to:

(i) any sub-committee consisting of one or more committee members and such other persons (if any) as the committee may determine; or

(ii) the chair of the association.

18.2                      Any delegation of powers under clause 22.1 may be made subject to such conditions as the Committee may impose and may be revoked or altered.

18.3                      The rules of procedure for any sub-committee shall be as prescribed by the Committee.

 

ARTICLE 19         OPERATION OF ACCOUNTS

19.1                      The Committee shall ensure robust processes for all operations on the bank and/or building society accounts held by the association, including a requirement for dual authorisation (whether as a signatory or otherwise) in relation to all operations (other than lodgement of funds) on the bank and/or building society accounts held by the Association.

 

ARTICLE 20         ACCOUNTING RECORDS AND ANNUAL ACCOUNTS

20.1                      The Committee shall ensure that proper accounting records are maintained for the association in accordance with all applicable statutory requirements.

20.2                      The Committee shall prepare annual accounts, complying with all relevant statutory requirements and if an audit is required under any statutory provisions or if they otherwise think fit, shall ensure that an audit of such accounts is carried out by a qualified auditor.

 

ARTICLE 21         NOTICES

21.1                      Any notice which requires to be given to a Member under this constitution shall be in writing and such notice may either be given personally, sent by post or by email to the Member.

 

ARTICLE 22         DISSOLUTION

22.1                      The dissolution of the Association is at the decision of the Committee.

22.2                      If, on the dissolution of the Association, any property remains, after satisfaction of the debts and liabilities of the Association, such property shall be transferred to some other [body or bodies / charity or charities] having similar Objects; the identity of the [body or bodies / charity or charities] shall be determined by the Committee at, or prior to, the time of dissolution.

22.3                      No part of the income or property of the Association shall (otherwise than in pursuance of the Objects) be paid or transferred (directly or indirectly) to the Members, either in the course of the association’s existence or on dissolution.

 

ARTICLE 23         ALTERATIONS TO THE CONSTITUTION

23.1                      Subject to clause 23.2 the constitution may be altered by a resolution passed by not less than two-thirds of those present and voting at a general meeting.

23.2                      This Constitution may be amended at any time at either the Annual General Meeting or any Emergency Meeting convened for the purpose of considering the proposed amendment.

 

ARTICLE 24         INDEMNITY

24.1                      All members of the Committee shall be entitled to be indemnified by ASB against any personal liability they may incur to third parties while acting in their capacity as a member of the Committee provided that they have acted in good faith and have not exceeded their authority.

 

This constitution was adopted on 26 March 2026