Introduction
At the Extraordinary General Meeting (EGM) of GALE members, held on 14th September, our members overwhelmingly voted to adopt new Articles of Association. (Just 3% of members voted against the resolution.)
The GALE Board called an EGM to which all members were invited to attend. The purpose of the meeting was to consider a Special Resolution to adopt a new set of Articles of Association. GALE is a democratic, community owned company. Therefore its Individual and Corporate Members have a right and responsibility to vote on matters such as the consideration of a Special Resolution.
The Board encouraged its members to exercise this right and responsibility by attending the meeting or appointing a proxy to attend in their name.
We are delighted that so many of our membership exercised their rights and participated in the democratic process.
Why the Changes Were Proposed?
Our articles must fit within boundaries set by legislation. GALE like any incorporated organisation needs to update its articles from time to time due to legislation changes and new laws coming into place. As GALE is a democratic, community owned company our Individual and Corporate Members have a right (and responsibility) to vote on changes to our articles.
There are two key pieces of legislation that GALE’s Articles must comply with, the 2006 Companies Act and the Community Empowerment (Scotland) Act 2015. The latter has opened new opportunities for community owned companies like GALE in terms of land and property ownership for local people. The GALE Board has spent the last two years reviewing the company’s articles of association with guidance from our solicitor who is a specialist in community trust law.
GALE members were consulted on proposed new Articles at our AGM last December and while largely in favour of them some points needed some reworking, mainly around GALE’s Area of Benefit, the retention of Corporate membership and the lower age limit for members.
What Were the Proposed Changes?
Although the format of the new articles looks different, the ethos and principles followed those of the old Memorandum and Articles of Association as they had been tried and tested having served the company well since 2001. There were a few more significant changes which were highlighted and explained to members 10 months in advance of the final decision.
- GALE staff can become Members of the organisation. At the AGM in December most people deemed this a welcome change, given that 1% of the population work for GALE and that is a significant proportion of our community currently excluded from membership. The welcoming of staff as members is seen as an improvement in democracy, inclusion and community empowerment.
- Area of benefit of GALE. Previously GALE’s Area of Benefit was the ‘Wester Loch Ewe, Aultbea and Gairloch Community Council areas and those neighbouring areas as the Board of Directors sees fit’. In practice, since 2001, GALE has focused on the old Gairloch parish from Badcaul to Kinlochewe with occasional Highland wide projects. A clearer area description is included in the new articles emphasising the focus on the Gairloch parish and removing the ability to deliver Highland wide projects. The new decription of the area of benefit now reads ‘the communities of Wester Loch Ewe, Aultbea, Gairloch and Kinlochewe covering the area from Badcaul in the north to Kinlochewe in the south’. In addition to this verbal description, the Community Empowerment Act requires the area to be described by postcodes and a corresponding list of postcodes for these areas is now included in the articles.
- Membership Numbers. The old articles do not stipulate a minimum number of members. The new articles state a minimum number of members as 20. This is a specific requirement of the Community Empowerment (Scotland) Act 2015.
OSCR Pre-approval
As a charity any changes to our articles also need to be approved by OSCR, the charities ‘watchdog’. OSCR was sent a copy of the proposed articles before the EGM and confirmed their approval of the changes in writing well in advance of the EGM.
Questions and Answers
Our members were invited to submit questions in advance of the EGM and the answers were circulated to all members before the meeting. They can be accessed by clicking the button below.
Conclusion
This is a significant step forward for our organisation having articles which fit with current legislation. It opens up greater opportunities for our community in terms of inclusion and democracy as well as increased potential for community ownership of land and property.