## Awesome Glasgow Trustees Annual Report SCIO’s registered name: Charity number is: Registered on: Awesome Glasgow SC050756 08 February 2021 Awesome Glasgow uses a constitution as our governing document. Please see appendix 1. The charity board members are recruited through open recruitment. We ensure that we have a diverse set of skills on the board, and we are inclusive. Our Charitable purposes as set out in are governing document are as follows: - the prevention or relief of poverty the advancement of education the advancement of health the saving of lives - the advancement of citizenship or community development the advancement of the arts, heritage, culture or science the advancement of public participation in sport - the provision of recreational facilities, or the organisation of recreational activities - the advancement of human rights, conflict resolution or reconciliation the promotion of religious or racial harmony the promotion of equality and diversity the advancement of environmental protection or improvement - the relief of those in need by reasons of age, ill-health, disability, financial hardship or other disadvantage - the advancement of animal welfare any other purpose that may reasonably be regarded as analogous to any of the preceding purposes. ## About us: We're the Glasgow Chapter of the Awesome Foundation. A fun way of giving £500, no-strings-attached mini-grants to cool projects that will make the world - and Glasgow - more Awesome! Remember: Awesome Glasgow gives just one £500 grant away every two months so you can apply any time. Finalists are invited to a gift night which you need to be able to attend. There are four criteria: - The project must be based locally (Glasgow - with a G postcode). - You need to have a budget - prove you have a plan for how additional funds will be raised. - It has to benefit the local community. - Most of all, it has to be Awesome Website: https://www.awesomefoundation.org/en/chapters/glasgow Facebook page: https://www.facebook.com/AwesomeGlasgow Instagram: https://www.instagram.com/awesome_glasgow/ Newsletter: https://us15.campaign-archive.com/?u=e2e88c4d4f97012a7660bd3ef&id=7850c0681d ## **An overview of our year:** For the period 01/09/23 to 31/08/24 In total we held 6 gift nights for the period with the grants given out totalling £3500, the August prize was not paid out of the bank until 9th September so falls into the next accounting year. We ran a specialist £1500 prize round in April of 2024 in Partnership with the Scottish Growth Summit who donated an additional £1020 prize money Inmc £20 towards flyers. The round was focussed on female led ventures and in the end we had 3 winners for this round receiving £500 each. This means for the full year we had a total of 8 winners, as mentioned with our final winners prize carrying over the accounting year. In addition to the money spent on prize funds we also spent £201.65 on our Christmas gift night which included £100 venue hire, supporting one of our previous entrants, and 101.65 for refreshments and nibbles. We also paid £112.50 for our August gift night venue hire and refreshments. All other venues and refreshments for the year were donated to us. Our 8 winners and what they do and why they needed the Funding: ## **October 2023: Musical Memories Springburn £500** Musical Memories Springburn involves weekly sessions of singing and gentle movement for 40+ people affected by various forms of Dementia and their carers- (domestic and professional) Our project has no pretence of being a choir, but we have lots of fun and mischief. We use our own songbook, which is a combination of Scottish songs and various songs of yesteryear. The favourite part of our Monday afternoon sessions is 'McNamara's Band', when lots of our visitors gently parade around our hall waving tambourines and maracas. The most common observation of visitors is the difference in the manner of our friends between arriving and when they leave, with beaming smiles..Our volunteer team (of 12) make no pretence of having expertise in any medical issues, but they certainly provide a tactful and WARM attitude. The average age of our volunteer team is around 75, including one 91 year old, who has a relaxing manner which is invaluable... We have 4 musicians and song leaders. We also have 3 kitchen ladies who produce welcoming snacks and a special mid session tea break. We have special''theme days'' when we decorate our hall appropriately - St Patrick's Day - American Day - Halloween, and other days. .Our team has undergone training sessions including hand massage and other topics, some of which were supplied by Alzheimer Scotland. Particularly in summertime we have an occasional 'away days'. This year they were a steam train journey and a barge cruise. These outings are expensive but invaluable.. We recently had our MSP and a senior Civil Servant visit our friends who attend to hear their thoughts on a Scottish Government review of services for people affected by dementia. They also stayed for our afternoon session!! and joined in our Hokey Cokey!! December 2023: Roughly Staged £5(10 Roughly Staged is a communty project in Glasgow which helps people create theatre. We run regular events which support playwrights. and people who are interested in playNrib"ng. to experiment and explore in a creative environment_ Since 2022 we have run 4 events (on a shoestring budget} at the Old Hairdresser's, Glasgow. For each event, we invite wrrters from around Glasgow to submit original 15 minute plays. We have a panel which chooses three plays to put on. On the night. adors perform the plays to the audience and we inviie feedback to help the writers improve their work. So far. Roughly Stsged has supported over 50 artists to develop their skills and get into theatre. Predominandy, these artists come from working class and marginalised backgrounds, and our night is often the first opportunty they have to see their writing performed by actors. March 2024: Glasgow Menopause Soclal £500 Currently, there are no menopause support groups In the G1 & G14 area. We ¥vould like to offer a Menopause SOCI￿ for a 10 week block. The area around Whrteinch Communty Centre is among the poowt in the cty. Women. in particular women from the BAME communty, do not t￿k openly aboLrt menstrual heath because of cultur tab008. Profound poverty can also lead to social isolation. We would like to encourage participation and build connections between women of all backgrounds, ojltures and faiths as this something that connects us all. In sharing experiences, symptoms and treatments women will be able to share how they were supported by their healthcare provider. encouraging other women to seek support. In our experience we have found that many women do not even consider that their symptoms or poor health might be related to peri-menopause or menopause and often symptoms can be easily treated with HRT. We make it clear that we are not offering medical advice and that we only signpost and offer support to women who don't have the confidence to advocate on their own behalf. Providing women with a safe space. in a supportive atrnosphere where we can talk and provide refreshmenls. will help build connections withing and between communities. April 2024 1: Rise: Stories of Sisterhood £500 Our awesome project. 'RISE: Stories of Sisterhood. is a celebrabon of resilience. empowemient. and communty among asylum-seeking w¢)men. refugees. and their children in Glasgow. 'Stories of Sistethood, will be a vibrant event taking place as part of Refugee Festival Scouand 2024, where we will provide a platfomi for women to share their expenences. forge connects"ons. and build solidarity through the art of storytelling. At ils core. 'RISE.' Stories of Sisterhood, is about amplfying. and celebrating, voices that are often marginalised or silenced. By creab'ng a safe and inclusive space for storytelling. we empower participants to reclaim their narratives and cdebrate the strength and dtversity of their journeys. By bringing together diverse voices and backgrounds. we will promote social cohesion and combat isolation. ultimately enhancing community wellbeing_ In addition to storytelling, 'RISE". Stories of Sisterhood. will also involve foodsharing, symbolising the unity and nourishment that comes from community support. By breaking bread together. attendees form meaningful connections and ￿lebrate the diversity of their stories. As we mark the 1 Oth anniversary of Unity Sisters, 'RISE." StorTres of SisterhocMJ' represents a milestone in our commitment to uplrfting and empowering marginalised women and girfs. By supporting this project, the Awesome Foundation can help make Glasgow a more awesome place by celebrating the resilience and diversity of girfs. women, non-binary. and all tran5 people in our communities. April 2024 2: GGFC Coaching Badges for Disadvantaged Females £500 We are a community based and community focused charity which currenuy has 280 female members in the age range 7- 24. Many ofthe young females that we engage with on a weekly basis are excluded and marginalised and have a poor history of engagement in school and mainstream support services. A significant number of these young females are furthest removed from education and employment and experience a cocktail of poverty related issues and challenges which have an adverse impact on their personal development. These issues and challenges can include poor inclusion, low confidence and self-esteem, poor self-image, poor mental wellbeing, poor resilience, poor behaviour linked to alcohol and drug misuse. Some have been/are engaged with social services and are disaffected, failing to engage in mainstream learning and development opportunities. These young females are passionate about football and fully engage in twice weekly coaching/training sessions, and organised football matches on weekends. Regular engagement with our football volunteer coaches and staff members provides us with the opportunity to build strong, trusting relationships with these females and to gradually integrate them to the support services which our organisation delivers to support them to improve their learning, educational attainment and skills and experience for employment. These support activities include: an in-house learning centre, volunteer activities project, peer mentoring programme, and transnational vocational education project. ## **April 2024 3: Physiotherapy Classes for Women £500** I have recently started Women's Fitness Classes at The Deep End in Govanhill. They run on Tuesday evenings from 16:30-17:30. As a physiotherapist, I wanted to create opportunities for women in my community to feel safe in a fitness environment in order to build confidence in their bodies. I work in the NHS and regularly see people living with persistent pain and fatigue who face multiple barriers to accessing a fitness routine. The most common barriers to joining a class or a gym are cost and confidence. A lot of the women I treat do not feel comfortable working out in a place where men might see them, or entering a wellness space that feels exclusive, intimidating and "not for people like them". Cost is also prohibitive so I offer my classes on a pay what you can basis down to zero. Unfortunately there are not a lot of options for people who need it the most. These classes have been my attempt to create a fun, accessible option in the Southside of Glasgow. I have created a circuit of exercises that will improve full body strength, cardiovascular fitness, range of movement, balance, bone density and function. Each station has several options, from absolute beginner to highly advanced. As a physiotherapist I can also adapt any exercise to make it more manageable as needed. We play fun music throughout the entire class, and I encourage the women to take breaks whenever they need to in order for them to feel completely comfortable. I am really grateful to have received great feedback from all of the women so far, including refugees, asylum seekers, and women living with chronic conditions. The ages of the participants range from 20s to 60s, and the classes are always filled with smiles and laughter as we encourage each other to keep moving! ## **June 2024: Community Amateur Pantomime £500** My husband and I have been writing, producing and directing community pantomimes for the last 5 years with a The Antonine Theatre Group charity in Bishopbriggs. Our pantomimes received excellent recognition from the community, councellors and even the Scottish Government as we provided the only fully inclusive theatrical experience in Scotland. I am a special needs teacher and use my knowledge of autism and other special needs to facilitate the best experience for all children and adults through signing, visuals, social stories, early visits and more. We have since moved on from the Bishopbriggs charity and live in Knightswood in Glasgow. We are desperate to start our own pantomime company focused on autism friendly performances, that is affordable to all. We believe that everyone should be able to experience live entertainment. We would love to have a community pantomime for the residents of Knightswood and nearby to attend. Knightswood, Garscadden, Drumchapel and Yoker are all within my area and are areas of high deprivation. An affordable community pantomime in their own area would be greatly welcomed by the residents. **August 2024: Girls Rock Glasgow £500** _(Paid September)_ Girls Rock Glasgow is a volunteer-run CIC established in 2015 and officially constituted in 2024. We work to empower young girls, and nonbinary youth through instrument tuition, band formation, songwriting, stagecraft, arts workshops, and empowerment sessions. Our programs aim to enhance musical skills while fostering resilience, mental well-being and identity. By building confident and musical young girls we hope to address gender imbalances and create a more equal music industry and society. Using instrument tuition, band forming and song-writing alongside stagecraft, arts and empowerment workshops we work to narrow the gender imbalance for women in the music industry while contributing to overall mental well-being by instilling life skills, resilience, and fostering a strong sense of identity. From restarting the project in 2024, we have learnt of the lasting impact the project has had. Many parents of ex-participants have been in contact to say how big an impact past summer schools and showcases had on their children. Some of the participants signed up to take part in this years summer school spoke in their application of being a member of the audience for showcases in the past, wishing they were old enough to take part and are now very excited about the project returning now that they have come of age. On top of that nearly half of our volunteer team are returning members of projects from the past, some returning volunteers and some ex-participants now returning to either support on the summer school or perform at our fundraising events. Girls Rock Glasgow stands out for its holistic approach to musicianship. We blend arts, culture, and wellbeing to empower young girls+. We aim to continue to build our work so our participants are able to transition from our projects into continuous involvement in music. Appendix 1. CONSTITUTION Of AWESOME GLASGOW GENERAL Type of organisation 1 The organisation will, upon registration, be a Scottish Charitable Incorporated Organisation (SCIO). Scottish principal office 2 The principal office of the organisation will be in Scotland (and must remain in Scotland). Name 3 The name of the organisation is “Awesome Glasgow”. Purposes 4 The organisation’s purposes are: 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 the prevention or relief of poverty the advancement of education the advancement of health the saving of lives the advancement of citizenship or community development the advancement of the arts, heritage, culture or science the advancement of public participation in sport the provision of recreational facilities, or the organisation of recreational activities the advancement of human rights, conflict resolution or reconciliation the promotion of religious or racial harmony the promotion of equality and diversity the advancement of environmental protection or improvement the relief of those in need by reasons of age, ill-health, disability, financial hardship or other disadvantage the advancement of animal welfare any other purpose that may reasonably be regarded as analogous to any of the preceding purposes. ## Powers 5 The organisation has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so. 6 No part of the income or property of the organisation may be paid or transferred (directly or indirectly) to the Board Members - either in the course of the organisation’s existence or on dissolution - except where this is done in direct furtherance of the organisation’s purposes. Liability of Board Members 7 The Board Members of the organisation (in their capacity as members - see clause 11) 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 Board Members will not be held responsible. 8 The Board Members have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and clause 7 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. ## General structure 9 The structure of the organisation consists of the BOARD - who hold regular meetings, and generally control the activities of the organisation; for example, the board is responsible for monitoring and controlling the financial position of the organisation. 10 The board also appoints Board Members to fill vacancies, and the people serving on the board (in their capacity as members of the organisation - see clauses 11 and 13) have power to make changes to the constitution itself. 11 The people serving on the board are referred to in this constitution as Board Members - and they are also the MEMBERS of the organisation for the purposes of the Charities and Trustee Investment (Scotland) Act 2005. 12 Under the provisions of this constitution, no-one can be a member unless they are also a charity trustee of the organisation. 13 The Charities and Trustee Investment (Scotland) Act 2005 requires certain decisions to be taken by the Board Members in their capacity as members of the organisation. ## BOARD ## Number of Board Members 14 The maximum number of Board Members is [10]. 15 The minimum number of Board Members is [3] ## Eligibility 16 A person will not be eligible for election or appointment to the board if they are: - 16.1 disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or 16.2 an employee of the organisation. ## Initial Board Members 17 The individuals who signed the charity trustee declaration forms which accompanied the application for incorporation of the organisation shall be deemed to have been appointed by the members as Board Members with effect from the date of incorporation of the organisation. ## Appointment/retiral 18 The board may at any time appoint any person to be a charity trustee - by way of a resolution passed by majority vote at a board meeting. 19 At the conclusion of the first AGM, one of the Board Members shall retire from office; the question of which of them is to retire shall be determined by some random method. 20 At the conclusion of each AGM (other than the first) 20.1 any Board Members appointed during the period since the preceding AGM (but excluding those re-appointed under clause 22 during that period) shall retire from office; 20.2 out of the remaining Board Members, one shall retire from office. 21 The Board Members to retire under paragraph 20.2 shall be those who have been longest in office since they were last appointed or re-appointed; as between persons who were last appointed/re-appointed on the same date, the question of which of them is to retire shall be determined by some random method. 22 A charity trustee who retires from office under clause 19 or 20 at the conclusion of an AGM shall be eligible for re-appointment under clause 18 at the next board meeting. 23 A charity trustee vacating office at the conclusion of an AGM will be deemed to have been re-elected at the board meeting which next follows unless: 23.1 they advise the board that they do not wish to be re-appointed; or 23.2 a resolution for the re-appointment of that charity trustee was put to the board meeting and was not carried. ## Termination of office 24 A charity trustee will automatically cease to hold office if: - 24.1 they become disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; 24.2 they become incapable for medical reasons of carrying out their duties as a charity trustee - but only if that has continued (or is expected to continue) for a period of more than six months; 24.3 they become an employee of the organisation; 24.4 they give the organisation a notice of resignation, signed by them; 24.5 they are absent (without good reason, in the opinion of the board) from more than three consecutive meetings of the board - but only if the board resolves to remove them from office; 24.6 they are removed from office by resolution of the board on the grounds that they are considered to have committed a material breach of the code of conduct for Board Members (as referred to in clause 41); 24.7 they are removed from office by resolution of the board 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 25 A resolution under paragraph 24.6 or 24.7 shall be valid only if: - 25.1 the Board 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; 25.2 the Board 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 25.3 at least two thirds (to the nearest round number) of the Board Members then in office vote in favour of the resolution. Register of Board Members 26 The board must keep a register of Board Members, setting out 26.1 for each current Board Member: 26.1.1 their full name and address; 26.1.2 the date on which they were appointed as a Board Member; and 26.1.3 any office held by them in the organisation; 26.2 for each former Board Member - for at least 6 years from the date on which they ceased to be a Board Member: 26.2.1 the name of the Board Member; 26.2.2 any office held by them in the organisation; and 26.2.3 the date on which they ceased to be a Board Member. The board must ensure that the register of Board Member is updated within 28 days of any change: 27., 27.1 which arises from a resolution of the board; or 27.2 which is notified to the organisation. 28 If any person requests a copy of the register of Board Members, the board must ensure that a copy is supplied to them within 28 days, providing the request is reasonable; if the request is made by a person who is not a charity trustee of the organisation, the board may provide a copy which has the addresses blanked out - if the SCIO is satisfied that including that information is likely to jeopardise the safety or security of any person or premises. 29 The members of the organisation are identical to its Board Members - and therefore the organisation does not require to keep a separate register of members. ## Office -bearers 30 The Board Members must elect (from among themselves) a chair, a treasurer and a secretary. 31 In addition to the office-bearers required under clause 30, the Board Members may elect (from among themselves) further office-bearers if they consider that appropriate. 32 All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected under clause 30 or 31. 33 A person elected to any office will automatically cease to hold that office: - 33.1 if they cease to be a charity trustee; or 33.2 if they give to the organisation a notice of resignation from that office, signed by them. ## Powers of board 34 Except where this constitution states otherwise, the organisation (and its assets and operations) will be managed by the board; and the board may exercise all the powers of the organisation. 35 A meeting of the board at which a quorum is present may exercise all powers exercisable by the board. ## Board Members - general duties 36 Each of the Board Members has a duty, in exercising functions as a Board Member, to act in the interests of the organisation; and, in particular, must:- 36.1 seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes; 36.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person; 36.3 in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party: - 36.3.1 put the interests of the organisation before that of the other party; 36.3.2 where any other duty prevents them from doing so, disclose the conflicting interest to the organisation and refrain from participating in any deliberation or decision of the other Board Members with regard to the matter in question; 36.4 ensure that the organisation complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005. 37 In addition to the duties outlined in clause 36, all of the Board Members must take such steps as are reasonably practicable for the purpose of ensuring: - 37.1 that any breach of any of those duties by a Board Member is corrected by the Board Member concerned and not repeated; and 37.2 that any Board Member who has been in serious and persistent breach of those duties is removed as a Board Member. 38 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 charity trustee will not be debarred from entering into an arrangement with the organisation in which they have a personal interest; and (subject to clause 39 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. 39 No Board Member may serve as an employee (full time or part time) of the organisation; and no Board Member may be given any remuneration by the organisation for carrying out their duties as a Board Member. 40 The Board Members may be paid all travelling and other expenses reasonably incurred by them in connection with carrying out their duties; this may include expenses relating to their attendance at meetings. ## Code of conduct for Board Members 41 Each of the Board Members shall comply with the code of conduct (incorporating detailed rules on conflict of interest) prescribed by the board from time to time. 42 The code of conduct referred to in clause 41 shall be supplemental to the provisions relating to the conduct of Board Members contained in this constitution and the duties imposed on Board Members under the Charities and Trustee Investment (Scotland) Act 2005; and all relevant provisions of this constitution shall be interpreted and applied in accordance with the provisions of the code of conduct in force from time to time DECISION-MAKING BY THE BOARD MEMBERS Notice of board meetings 43 Any Board Member may call a meeting of the board. 44 At least 7 days' notice must be given of each board meeting, unless (in the opinion of the person calling the meeting) there is a degree of urgency which makes that inappropriate. ## Procedure at board meetings 45 No valid decisions can be taken at a board meeting unless a quorum is present; the quorum for board meetings is 3 Board Members. 46 If at any time the number of Board Members in office falls below the number stated as the quorum in clause 45, the remaining Board Member(s) will have power to fill the vacancies or call a members' meeting - but will not be able to take any other valid decisions. 47 The chair of the organisation should act as chairperson of each board meeting. 48 If the chair of the organisation is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as chairperson), the Board Members present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting. 49 Every charity trustee has one vote, which must be given personally. 50 All decisions at board meetings will be made by majority vote. 51 If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote. 52 The board may, at its discretion, allow any person to attend and speak at a board meeting notwithstanding that they are not a Board Member - but on the basis that they must not participate in decision-making. 53 A Board Member must not vote at a board meeting (or at a meeting of a sub-committee) on any resolution which relates to a matter in which they have a personal interest or duty which conflicts (or may conflict) with the interests of the organisation; they must withdraw from the meeting while an item of that nature is being dealt with. 54 For the purposes of clause 53: - 54.1 an interest held by an individual who is “connected” with the Board Member under section 68(2) of the Charities and Trustee Investment (Scotland) Act 2005 (husband/wife, partner, child, parent, brother/sister etc) shall be deemed to be held by that Board Member; 54.2 a Board Member will be deemed to have a personal interest in relation to a particular matter if a body in relation to which they are an employee, director, member of the management committee, officer or elected representative has an interest in that matter. Minutes 55 The board must ensure that proper minutes are kept in relation to all board meetings and meetings of sub-committees. 56 The minutes to be kept under clause 55 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting. 57 [The board shall (subject to clause 58) make available copies of the minutes referred to in clause 55 to any member of the public requesting them.] 58 [The board may exclude from any copy minutes made available to a member of the public under clause 57 any material which the board considers ought properly to be kept confidential - on the grounds that allowing access to such material could cause significant prejudice to the interests of the organisation or on the basis that the material contains reference to employee or other matters which it would be inappropriate to divulge.] DECISION-MAKING BY THE BOARD MEMBERS - IN THEIR CAPACITY AS MEMBERS 59 For certain purposes of the Charities and Trustee Investment (Scotland) Act 2005, the Board Member make decisions in their capacity as members of the organisation, rather than as a board; the provisions of clauses 60 to 80 relate to those situations. Annual general meetings 60 The board must convene a meeting of the Board Members - in their capacity as members of the organisation - in each calendar year; that meeting will be called an annual general meeting or "AGM". 61 The gap between one AGM and the next must not be longer than 15 months. 62 Notwithstanding clause 60, an AGM does not need to be held during the calendar year in which the organisation is formed; but the first AGM must still be held within 15 months of the date on which the organisation is formed. 63 The business of each AGM must include:- 63.1 a report by the chair on the activities of the organisation; and 63.2 consideration of the future strategy for the organisation, including a review of key risks and opportunities. 64 The board may convene any other meeting of the Board Members - in their capacity as members of the organisation - at any time. Notice of members’ meetings 65 At least 14 clear days’ notice must be given of any AGM or any other members' meeting. 66 The notice calling a members' meeting must specify in general terms what business is to be dealt with at the meeting; and, in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s). 67 The reference to “clear days” in clause 65 shall be taken to mean that, in calculating the period of notice, 67.1 the day after the notices are posted (or sent by e-mail) should be excluded; and 67.2 the day of the meeting itself should also be excluded. 68 Notice of every members' meeting must be given to all the Board Members; but the accidental omission to give notice to one or more Board Members will not invalidate the proceedings at the meeting. 69 Any notice of a members’ meeting which requires to be given to a Board Member - in their capacity as a member of the organisation - under this constitution must be: - 69.1 sent by post to the Board Member, at the address last notified by them to the organisation; or 69.2 sent by e-mail to the Board Member, at the e-mail address last notified by them to the organisation. ## Procedure at members’ meetings 70 The provisions of clauses 45, 47 and 48 (quorum and chairperson) shall apply in relation to all meetings of the Board Members in their capacity as members of the organisation. Voting at members’ meetings 71 Every Board Member shall have one vote in their capacity as a member, which must be given personally. 72 All decisions at members' meetings will be made by majority vote - with the exception of the types of resolution listed in clause 73. 73 The following resolutions will be valid only if passed by not less than two thirds of those voting on the resolution at a members’ meeting (or if passed by way of a written resolution under clause 77): 73.1 a resolution amending the constitution; 73.2 a resolution approving the amalgamation of the organisation with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation); 73.3 a resolution to the effect that all of the organisation’s property, rights and liabilities should be transferred to another SCIO (or agreeing to the transfer from another SCIO of all of its property, rights and liabilities); 73.4 a resolution for the winding up or dissolution of the organisation. 74 If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote. 75 A resolution put to the vote at a members' meeting will be decided on a show of hands - unless the chairperson (or at least two other members present at the meeting) ask for a secret ballot. 76 The chairperson will decide how any secret ballot is to be conducted, and they will declare the result of the ballot at the meeting. ## Written resolutions 77 A resolution agreed to in writing (or by e-mail) by all the Board Members, in their capacity as members of the organisation, will be as valid as if it had been passed at a members’ meeting; the date of the resolution will be taken to be the date on which the last Board Member agreed to it. ## Minutes 78 The board must ensure that proper minutes are kept in relation to all members' meetings. 79 Minutes of members' meetings must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting. 80 [The board shall make available copies of the minutes referred to in clause 78 to any member of the public requesting them; but on the basis that the board may exclude confidential material to the extent permitted under clause 58.] ## ADMINISTRATION ## Delegation to sub-committees 81 The board may delegate any of their powers to sub-committees; a sub-committee must include at least one Board Member, but other members of a sub-committee need not be Board Members. 82 The board may also delegate to the chair of the organisation (or the holder of any other post) such of their powers as they may consider appropriate. 83 When delegating powers under clause 81 or 82, the board must set out appropriate conditions (which must include an obligation to report regularly to the board). 84 Any delegation of powers under clause 81 or 82 may be revoked or altered by the board at any time. 85 The rules of procedure for each sub-committee, and the provisions relating to membership of each sub-committee, shall be set by the board. ## Operation of accounts 86 Subject to clause 87, the signatures of two out of three signatories appointed by the board will be required in relation to all operations (other than the lodging of funds) on the bank and building society accounts held by the organisation; at least one out of the two signatures must be the signature of a Board Member. 87 Where the organisation uses electronic facilities for the operation of any bank or building society account, the authorisations required for operations on that account must be consistent with the approach reflected in clause 86. ## Accounting records and annual accounts 88 The board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements. 89 The board must prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions (or if the board consider that an audit would be appropriate for some other reason), the board should ensure that an audit of the accounts is carried out by a qualified auditor. ## MISCELLANEOUS ## Winding-up 90 If the organisation is to be wound up or dissolved, the winding-up or dissolution process will be carried out in accordance with the procedures set out under the Charities and Trustee Investment (Scotland) Act 2005. 91 Any surplus assets available to the organisation immediately preceding its winding up or dissolution must be used for purposes which are the same as - or which closely resemble - the purposes of the organisation as set out in this constitution. ## Alterations to the constitution 92 This constitution may (subject to clause 93) be altered by resolution of the Board Members - in their capacity as members of the organisation - passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 73) or by way of a written resolution of the Board Members in their capacity as members. 93 The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain steps (eg change of name, an alteration to the purposes, amalgamation, winding-up) without the consent of the Office of the Scottish Charity Regulator (OSCR). ## Interpretation 94 References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: - 94.1 any statutory provision which adds to, modifies or replaces that Act; and 94.2 any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 94.1 above. 95 In this constitution: - 95.1 “charity” means a body which is either a “Scottish charity” within the meaning of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a “charity” within the meaning of section 1 of the Charities Act 2011, providing (in either case) that its objects are limited to charitable purposes; 95.2 “charitable purpose” means a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts. OOOOOOAPPENDIX 2 SC050756 Section B Ststement of balances B1 CMhluTrd 2mT 155 1.DTO) B5Conilng￿lwo vty OOOOOOAwesome Glas￿wArL￿nts sUbmi￿c￿.￿sX I stater￿lI]￿￿Ian(*S oCIXH￿DeCem￿r 2007 INDEPENDENT EXAMINER'S REPORT TO THE TRUSTEES OF Awesome Glasgow SC050756 I report on the accounts of the charity for the year ended 31.08.2024, which are set out on pages 24.1 have also reviewed and agreed with the Trustee report set out in pages >13. Respertive responsibilities of truslees and examiner The charity's trustees are responsible for the preparation of the accounts in accordance with the terms of the Charities and Trustee Investment (Scotlandl Act 2005 and the Charities Accounts (Scotlandl Regulations 2006 las amended). The charity trustees consider that the audit requirement of Regulation Iollllal to Icl of the 2006 Accounts Regulations does not apply. It is my responsibility to examine the accounts as required under sertion 44llllcl of the Att and to state whether particular matters have tome to rny attention. Basis of Independent examlner's sLitement My examination is carried out in accordance with Regulation 11 of the 2006 Accounts Regulations. An examination includes a review of the accounting records kept by the charity and a comparison of the accounts presented with those records. It also includes consideration of any unusual items or disclosures in the accounts and seeking explanations from the trustees concerning such matters. The procedures undertaken do not provide all the evidence that would be required in an audit and, consequently. I do not express an audit opinion on the accounts. Independent ￿amInerfs statement Irb the course of my exafflination, no matter has come to my attention: which gives me reasonable cause to believe that in any material respert the requirements: to keep accounting records in accordance with section 44111{al of the 2005 Art and Regulation 4 of the 2006 AccoLbnts Regulations. and to prepare accounts which accord with the accounting records and comply with Regulation 8 of the 21J06 Account5 Regulation5 have not been met, or 2. to which. in my opinion. attention should be drawn in order to enable a proper Ljnderstanding of the accounts to be reached. Appendix I: Signed accounts. Awesom• Glosgow Receipts and payments accounts SCO50756 Section A Statetnent of recei tsand ments Uni4suKTe fur 97a Rentskn Lin4& Tsub LWJJ A3 514 QfD55 Giants 3S 3m4 J.IZ6 oTfi¥bd P￿t￿O otill¥osrrrMÈ Istsb )urthaSESoftse# )urr**Éolln¥￿trr￿IrtS 3.814 3.1 15• 15fj SuryknI(L￿tsr u133 SCI,50-. 56 SEGtion B StstetrEni d knlaKe5 IxJ)50756