Notice is hereby given that a Special General Meeting of the Glasgow Institute of Architects (GIA) is to be held via Zoom on Thursday 7th October 2021 to approve two resolutions including a new constitution that will allow the GIA to be incorporated into a Scottish Charitable Incorporated Organisation.
To attend, please register here.
WHY ARE CHANGES TO THE INSTITUTE’S CONSTITUTION REQUIRED?
The Institute’s current constitution is not in line with contemporary ‘best practice’ guidance as provided by OSCR.
Furthermore, the organisation is presently constituted as a Unincorporated Association. In continuing as an Unincorporated Association, legally speaking, the GIA has no separate legal personality and its Trustees (and possibly its Members) could become personally liable were the GIA unable to meet its liabilities or be subject to a claim.
The GIA Council are of the view it is now prudent to protect Trustees (and Members) by obtaining limited liability and therefore wish to take steps to incorporate GIA as a Scottish Charitable Incorporated Organisation (SCIO). The process effectively involves setting up a new charity with a new charity name and number, transferring the assets of the GIA to the new charity and thereafter dissolving the existing charity.
WHAT ARE THE PROPOSED CHANGES?
The aim of the proposals is to ensure there is a clear and effective structure in place which limits the liability of those involved, has a clear core of trustees, does not hinder any members from becoming involved in the activities of the organisation, and encourages the involvement of as many within the architectural profession within the chapter area as possible.
As a summary, the proposed changes to the constitution are:
The organisation shall be reconstituted as a Scottish Charitable Incorporated Organisation (SCIO). This will mean the GIA will have a separate legal personality.
The constitution shall be written in a modern and gender neutral way.
The maximum number of Trustees shall be reduced to 15 in line with OSCR guidance who provide executive overview of the activities of the chapter, consisting of the GIA President, Past-President, Vice-President(s), Committee Convenors, GIA-RIAS Representatives and the Hon. Treasurer. The Trustees are appointed and voted into office directly by the Chapter membership.
Voting rights shall be extended to now include the following RIAS Membership categories:
Chartered Members
Fellows
Associate Members
Student Members
Academic Members
Retired Members
Provision shall be made to allow for proxy voting (ie voting in absentia) to encourage participation of the membership in the election of Trustees.
Explicit provision for co-opted members has been made within the constitution and an option for ‘GIA Associate’ membership has been included for those that are not RIAS members. As the GIA is a chapter of the RIAS, it is not proposed for ‘GIA Associate’ members to be extended voting rights.
HOW WILL THE MEMBERSHIP BE AFFECTED?
There will be no change to the relationship between the chapter and it’s members. Members of the existing GIA charity shall continue to be members of the GIA once the change takes place and shall continue to pay their membership fees directly to the RIAS. It is hoped however that, through the adoption of the new constitution, this will encourage greater engagement and participation from the membership across the whole chapter area.
