Proposed changes to Articles of Association

What are the changes to the Articles?

The changes are as follows:

a)    To update section 3.3 to ensure clubs, societies and associations constituted as a separate legal entity are eligible to become a club member as detailed below:

b)    That further amendments are made to formalise the designated position of Chair on the Board and increase the number of non-office bearing Directors from eight to nine as detailed below:

1. In section 1.1, of the current articles of association the additional definition is included: “Chair” has the meaning given in Article 6.5;

2. Section 6.5 &, 6.6, of the current articles of association are replaced with the following text:

6.5      Subject to Articles 6.6, 6.7 and 6.9 below, the AGM shall elect a President, a Chair,  a Treasurer and nine other members of the Board to serve until the following AGM. The Directors of the Company shall be the President, Chair, Treasurer and Board members. Not more than two members of the Board shall be members of the same Club Member. In the absence of a timeous competing nomination, a President, Chair, Treasurer or member of the Board appointed at a previous AGM and willing and eligible to continue to serve in the same role shall continue until the next AGM without the need for a vote.

6.6      Subject to Article 6.7 and Article 10 below: -

6.6.1    the President and Chair shall be eligible to serve for four successive AGM Years from the date of the AGM at which they were elected as President or Chair and upon ceasing to be President or Chair a person may not become a Board member in any other capacity except in accordance with Article 6.7;

6.6.2      the Treasurer and other Board members shall be eligible to serve:

6.6.2.1     an initial term of four successive AGM Years from the AGM at which they were elected (the “Initial Term”); and

6.6.2.2     an additional two successive AGM Years if approved by ordinary resolution at the AGM at the end of their Initial Term; or

6.6.2.3     as President or Chair in accordance with Article 6.6.1 at any time before or immediately upon the expiry of their Initial Term,

and in this Article 6.6 an “AGM Year” means each interval between consecutive AGMs.

3.         Section 6.9, of the current articles of association are replaced with the following text:

6.9     At General Meetings the Chair shall preside as chairperson of the General Meeting and in the absence of the Chair the Board shall choose one of their number to take the chair (the "Chairperson").

4.         Section 8.2, of the current articles of association are replaced with the following text:

 8.2    The Chair, shall act as Chairperson of meetings of the Board.

                                                          i.          The Board may at its discretion choose one of their members to be appointed as Vice Chair.

                                                         ii.          In the absence of the Chair, the Vice-Chair whom failing, the President may act as Chairperson of the Board and in the absence of the Vice Chair and the President or if neither is willing to act as Chairperson, the members of the Board present at the relevant meeting may appoint any one of their number to act as Chairperson for that meeting.

The board are aware that a small number of member clubs are exploring the possibility of becoming an incorporated company. These changes are being proposed to ensure that the legal status of a club should not affect its eligibility to become a Club Member so for example if a club decided to change its legal status to become a charity or a not for profit company they would still be eligible to become a club member of Mountaineering Scotland. A further amendment has been proposed to clarify that a club, society or association should be eligible to be a club member if its principal activities relate to mountaineering.

In November 2023 the decision was taken to split the role of President into two clearly defined posts, President and Chair, with the following objectives:

• Having a separate President and Chair provides clarity of roles, enhances governance and ensures a balanced approach to leadership.
• Allows an increased capacity for advocacy and governance, avoids conflicts of interest and ensures transparency and accountability.
• Aligns Board structure with similar organisations and businesses (BMC, Mountaineering Ireland).

As both roles are voluntary there will be no additional costs to Mountaineering Scotland.

The role of the President will be to act as an ambassador for Mountaineering Scotland and engage with members, stakeholders and the wider mountaineering community to promote Mountaineering Scotland’s goals and achievements. The President sits on the Board and works in partnership with the CEO and Chair of the Board to ensure delivery of the organisation’s strategic aims and objectives.

The Chair will focus on governance and strategy and ensure that the Board operates effectively. The Chair will work closely with the CEO to align operational activities with strategic objectives.

Both President and Chair are to act as unifying figures, fostering collaboration among Board members, staff and volunteers.

As Mountaineering Scotland continues to grow it is vital to develop commercial opportunities and strategic partnerships to facilitate income generation (via sponsorships, grants, merchandise and digital opportunities). Whilst current Board members contribute valuable expertise, the absence of a dedicated person to focus on commercial strategy limits our ability to fully capitalise on potential income streams and productive partnerships.

Increasing the number of non-office bearing Directors from eight to nine provides the capacity to appoint a new Commercial Director which will provide clear accountability for revenue focused activities. The Commercial Director would work closely with the Membership and Communications and Climb Scotland Teams to deliver these partnerships.

AGM & EGM Papers

• AGM & EGM agenda
• Draft minutes of 2024 AGM
• Annual report 2024-25 (pdf)
• Financial statements 2024-25
• Fixing of membership fees
• Club vote on inclusion of personal accident insurance
• Proposed changes to Articles of Association
• How to vote
• Register to attend