Group Constitution

As a February 2025, The Group Trustee Board provisionally voted to adopt an updated version of the Group Constitution published by the Scout Association.

As of April 2024, the Scout Association requires all Scout Groups to adopt a formal constitution and for this to be re-adopted at each Annual General Meeting and recorded in the minutes of the meeting.

POR section 5.3.1.1 states that “Every charity within the Scouts’ federation of charities must have an agreed constitution. Although a charity may agree its own constitution, it is very strongly encouraged that each Group [] adopts the model constitutions that are shown in [POR section] 5.4.” This applies to each Group, whether it is or is not registered with a charity regulator.

The 4^th Stafford Scout Group will adopt the model constitution, this is provided below. No revisions to the text are made. There are some minor alterations to the formatting.

Contents

The Constitution.. 3

• 5.4.1 Preamble. 3
• 5.4.2 Charitable Objects. 3
• 5.4.3 The Group Scout Council and the Group Trustee Board. 3
• 5.4.4 Group Scout Council – Annual General Meeting. 4
• 5.4.5 Group Trustee Board – purpose. 4
• 5.4.6 Group Scout Council – Conduct of meetings. 6
• 5.4.7. Group Trustee Board – Conduct of meetings. 7

Appendix I – POR Chapter 5.2 Constitution – Governance Context*. 9

Appendix II – POR Chapter 5.3.2-4 Constitution – Requirement (AGM, Scout Council and Trustee Board Membership)*. 10

• 5.3.2 Scout Council – Annual General Meeting. 10
• 5.3.3 Scout Council Membership. 10
• 5.3.4 Trustee Board Membership. 11

Annex I – Members of the Group Trustee Board, Trustees*. 14

*These Chapters are not formal parts of the constitution but provide important parameters for the operation of charity governance.

The Constitution

POR Chapter 5.4 Constitution for a Group

5.4.1 Preamble

5.4.1.1 This constitution describes the role, membership and operation of the Group Scout Council, and the Group Trustee Board.

5.4.2 Charitable Objects

5.4.2.1 [Rule 1.1 of The Scout Association Policy, Organisation and Rules] Our purpose is to actively engage and support young people in their personal development, empowering them to make a positive contribution to society.

5.4.3 The Group Scout Council and the Group Trustee Board

5.4.3.1 The Group Scout Council has a governance role for the charity and makes Group Trustee Board appointments other than ex officio and co-opted appointments.

5.4.3.2 The Group Trustee Board is responsible for the governance of the charity. Although the Group Trustee Board is responsible for the charity, it is accountable to the Group Scout Council.

5.4.3.3 The Group Scout Council has no Trustee responsibilities.

5.4.3.5 The Group Scout Council – membership

5. The ex officio members of the Group Scout Council are members by virtue of their role in The Scouts as detailed in Rule 5.3.3.1.
6. The Group Scout Council may appoint some members, on the recommendation of the Group Lead Volunteer and the Group Trustee Board. See Rule 5.3.3.4.
   A Group Scout Council does not need to have any appointed members.
7. The Group Scout Council may appoint some community See Rule 5.3.3.5.
   A Group Scout Council does not need to have any community members.
8. The total number of appointed and community members of a Group Scout Council must not exceed the number of ex officio members.
9. Group Trustee Board administration must ensure that appointed Group Scout Council Members are recorded locally in the minutes of the Group Scout Council meeting which appoints them (normally the AGM).  Scout Council members (whether ex officio or appointed or community) must not be recorded as Scout Council Members on The Scout Association’s membership system.

5.4.3.5 Group Trustee Board membership

The members of the Group Trustee Board are:

5. The ex officio roles, as defined in Rule 5.3.4.5(a).
6. Appointed Trustees (including Chair and Treasurer). The selection process for Trustees must follow Rule 5.3.4.6. Vacancies for appointed Trustees only occur at the end of their period of appointment. For example, a Group Chair may have been appointed for three years and so does not need to be re-appointed or re-selected after years one and two. The proposal from the Trustee Board is received by the Scout Council at their AGM. The proposal from the Trustee Board does not require seconding by a member of the Scout Council. The action of the Scout Council is to approve or not approve the proposed names from the Trustee Board.
7. Co-opted members are persons co-opted annually by the Group Trustee Board. They are not appointed by the Group Scout Council at its AGM. The number of co-opted members must not exceed the actual number of appointed Trustees, excluding Chair and Treasurer.
8. The Sponsoring Authority, or its nominee, has right of attendance at a Group Trustee Board.

5.4.4 Group Scout Council – Annual General Meeting

5.4.4.1 To support the planning and delivery of a Group AGM there is a downloadable ‘script’ (including agenda and script templates and a suggested planning timetable).

5.4.4.2 Each Group Scout Council must hold an Annual General Meeting (AGM) within six months of the end of the Group’s financial year. Groups should give four weeks’ notice of the date of the AGM.

5.4.4.3 The AGM must:

a) Undertake governance oversight by

• approving the minutes of the previous Group AGM
• adopting (or re-adopting) the constitution of the Group (see Rule 5.3)noting the dates of charity’s financial year
• approving appointed and community members of the Group Scout Council
• agreeing the maximum total number of members of the Group Trustee Board (this is one number representing the total of ex officio, appointed and co-opted members)
• agreeing the quorum for future meetings of the Group Scout Council.

b) Review the previous year by

• receiving from the Group Lead Volunteer an overview of the past 12 months of activity in the Group
• receiving and considering the Group Trustees’ Annual Report and the annual statement of accounts approved by the Group Trustee Board.

c) Make appointments

• appoint a Chair of the Group Trustee Board, following recommendation from the selection process initiated by the Group Trustee Board.  appoint a Treasurer of the Group Trustee Board, following recommendation from the selection process initiated by the Group Trustee Board.
• appoint other members of the Group Trustee Board, following recommendations from the selection process initiated by the Group Trustee Board.
• approve the appointment of any Group Presidents or Group Vice Presidents, and note current appointees (if any)
• appoint (or re-appoint) an auditor, independent examiner or scrutineer as required.

5.4.5 Group Trustee Board – purpose

5.4.5.1 The Group Trustee Board is a team of volunteers who work together, as charity Trustees, to make sure the Scouts is run safely and legally.  At the heart of their role is a focus on strategy, performance and assurance, working to ensure that the Group is meeting The Scout Association’s overall aims and strategic goals.

Effective Trustee support helps other volunteers run the Scout programme that gives young people skills for life.

Members of the Group Trustee Board must act collectively as charity trustees of their Scout Group, and in the best interests of the charity’s members.

5.4.5.2 The Group Trustee Board must act in the charity’s best interests, acting with reasonable care and skill and take steps to be confident that:

a) The charity is:

• well managed
• carrying out its purposes for the public benefit
• complying with the charity’s governing document and the law
• managing the charity’s resources responsibly.

b) the charity is operating compliant with POR and the local charity regulator, including effective management of each of the Key Policies listed in Chapter 2 of The Scout Association Policy, Organisation and Rules.

c) young people are meaningfully involved in decision making at all levels

d) the Group has sufficient resources (funds, people, property and equipment) available to meet the planned work of the Group including delivery of the high-quality programme and resource requirements of the training programme (Rule 4.3.7 of The Scout Association Policy, Organisation and Rules)

5.4.5.3 The Group Trustee Board members must themselves collectively:

a) develop and maintain a risk register, including putting in place appropriate mitigations

b) ensure that the Group’s finances are properly managed, including development and maintenance of appropriate budgets to support the work of the Group.  Where the Group is partnered with an Explorer Unit and the operational financing is undertaken by the Group, this arrangement must be documented in the Partnership Agreement, and the finance arrangements must follow this guidance.

c) maintain and manage:

• a reserves policy for the charity including a plan for use of reserves outside the ‘minimum’
• an investment policy for the charity
• a public benefit statement for the charity

d) ensure that people, property and equipment are appropriately insured, and that any property and equipment owned or used by the Group is properly protected and maintained

e) ensure the appointment and management and operation of any sub-team(s), including appointing a Chair to lead the sub-team(s).  This should normally be one of the Group’s Trustees.

f) ensure that effective administration is in place to support the work of the Group Trustee Board

g) appoint any co-opted members of the Group Trustee Board

h) ensure transparency of operation, including:

• prepare and approve the Annual Accounts and arrange their examination by an auditor, independent examiner or scrutineer (as appropriate) and as appointed by the Group Scout Council at their AGM
• prepare and approve the Group Trustees’ Annual Report (which must include the Annual Accounts and include the report from the auditor, independent examiner or scrutineer)
• present the approved Group Trustees’ Annual Report and Annual Accounts to the Group Scout Council for their consideration at the Group’s AGM
• following the Group AGM, ensure that a copy of the Group Trustees’ Annual Report and Accounts is filed as described in 5.7.2.2 of The Scout Association Policy, Organisation and Rules.

i) take responsibility for the Group’s adherence to Data Protection Legislation recognising that, dependent on circumstances, it will at different times act as a Data Controller and as a Data Processor

j) individually and collectively maintain confidentiality regarding appropriate Group Trustee Board business

k) put in place annually an open and transparent selection process to recommend to the Group Scout Council appropriate members to be appointed members of the Group Trustee Board, including Chair and Treasurer.  Vacancies for appointed Trustees only occur at the end of their period of appointment (for example, a Trustee may have been appointed for three years and so does not need to be re-appointed or re-selected after years 1 and 2).

l) where staff are employed:

• act as a responsible employer in accordance with the Scouts’ values and relevant legislation
• ensure that effective line management is in place for each employed staff member and that these are clearly established and communicated
• ensure that appropriate specific personnel insurance is in place

5.4.5.4 A Group Trustee Board may create sub-teams it deems necessary to support its governance function. The Group Trustee Board must ensure that for any sub-team it appoints:

1. its purpose is governance-focused and not operational
2. its members are agreed and approved by the Group Trustee Board
3. the Group Trustee Board Chair is an ex officio member
4. the Group Lead Volunteer is an ex officio member

5.4.5.5 Sub-team members are not Trustees unless they are already members of the appointing Group Trustee Board.

5.4.6.7 All sub-team members must be recorded on the membership system.

5.4.6 Group Scout Council – Conduct of meetings

5.4.6.1 The Group Scout Council meets at their AGM (see Rule 5.4.4).

5.4.6.2 It would be unusual for there to be additional meetings of the Group Scout Council. This is because the primary task of the Group Scout Council is to appoint the Group Trustee Board. If members resign from the Group Trustee Board, Rule 16.9.2 of The Scout Association Policy, Organisation and Rules must be followed, thus rendering an additional meeting unnecessary.

5.4.6.3 A Group Scout Council meeting should normally be convened with at least four weeks’ notice.  A meeting may be convened on shorter or no notice with the agreement of at least three quarters of the members of the Group Trustee Board.

5.4.6.4 Group Scout Council meetings are chaired by the Group Chair.  If the Group Chair is unable to be present, the Group Chair may appoint a delegate to chair a meeting of the Group Scout Council subject to such appointment being approved at the start of the meeting by a majority of the Group Scout Council members present.

5.4.6.5 Only Group Scout Council members, as defined in Rule 5.4.3.4, may vote in Scout Council meetings.

5.4.6.6 The quorum for a Group Scout Council meeting is agreed by the Group Scout Council at their AGM (see 5.4.5.2). If there is no quorum present at a meeting of the Group Scout Council, the meeting must be closed and reconvened at the earliest available opportunity.

5.4.6.7 Decisions are made by a majority of votes cast by those present at the meeting. In the event of an equal number of votes being cast on either side, the Chair does not have a casting vote and the matter is taken not to have been carried.

5.4.6.8 In order to discharge their responsibilities, the Group Scout Council may meet by video conference as well as, or instead of, face to face when agreed by the Group Chair.  The Group Scout Council must not ‘meet’ using any indirect process, such as email.

At any meeting which is not fully in person, there must be an online poll or other electronic method of counting votes.

5.4.6.9 All meetings of the Group Scout Council, whether face-to-face or otherwise, must be properly recorded and minuted.

5.4.7. Group Trustee Board – Conduct of meetings

5.4.7.1 Meetings of the Group Trustee Board should be convened on at least two weeks’ notice.  Meetings may be convened on shorter or no notice with the agreement of at least half of the members of the Group Trustee Board.

5.4.7.2 Group Trustee Board meetings are chaired by the Group Chair.  If the Group Chair is unable to be present, they may appoint a delegate to chair a meeting of the Group Trustee Board subject to such appointment being approved at the start of the meeting by a majority of the members present at the meeting.

5.4.9.3 Only members of a Group Trustee Board as defined in Rule 5.4.3 of The Scout Association Policy, Organisation and Rules may vote in its meetings.

5.4.7.4 The quorum for a meeting of a Group Trustee Board is one third of the Trustees (ex officio plus appointed plus co-opted) plus one.

For any sub-teams of the Group Trustee Board, the quorum for each sub-team must be set by the Group Trustee Board, based on the size of the sub- team and the complexity of its task(s).

If there is no quorum present at a meeting of the Group Trustee Board, the meeting must be closed and reconvened at the earliest opportunity.

5.4.7.5 Decisions are made by a majority of votes cast by those present at the meeting. In the event of an equal number of votes being cast on either side, the meeting Chair does not have a casting vote and the matter is taken not to have been carried.

5.4.7.6 To discharge their responsibilities, the Group Trustee Board may meet by telephone or video conference as well as face to face when agreed by the Group Chair.  This includes ‘hybrid’ meetings, where some members are present at an agreed meeting place and others join by telephone or video.

5.4.7.7 Where urgent matters arise between scheduled meetings of the Group Trustee Board and if it is not practicable to convene a meeting of the Group Trustee Board then an electronic voting method (such as email) is allowed for decision making of the Group Trustee Board when deemed appropriate by the Group Chair.  In such circumstances, at least 75% of the members of the Group Trustee Board must approve the decision, and the outcome of the voting must be reported at, and recorded in the minutes of, the next Group Trustee Board meeting.

Appendix I – POR Chapter 5.2 Constitution – Governance Context

5.2.1.1 Good governance focusses on oversight and strategy and maintains focus on supporting and assuring the organisation’s strategic goals. Every charity must adopt a governing document. In the Scouts’ federation of charities, and in this chapter, the governing document is referred to as a constitution.

5.2.1.2 A governing document explains what the charity is set up to do, and how it operates, it sets out the rules to be followed in the governance of the charity. All Trustees must understand their constitution, and make sure it is kept up to date.

5.2.1.3 [omitted]

5.2.1.4 Every Trustee Board must ensure that their charity’s aims are aligned with The Scout Association’s overall aims and strategic goals and are being delivered effectively and sustainably.

5.2.1.5 Charities exist to fulfil their charitable purposes. Trustees must understand the environment in which the charity is operating and lead the charity in fulfilling its purposes as effectively as possible with the resources available. To do otherwise would be failing beneficiaries, funders and supporters.

5.2.1.6 Charity Trustees must collectively:

• ensure that the charity is carrying out its purposes for the public benefit
• comply with the charity’s governing document and the law
• act in the charity’s best interests
• manage the charity’s resources responsibly
• act with reasonable care and skill
• ensure the charity is operating in compliance with POR and the local charity regulator, including effective management of each of the Key Policies listed in Chapter 2.

5.2.1.7 As with all teams (see Chapter 4) there is a team description for a Trustee Board.

5.2.1.8 Some Groups may also need to register as a charity (See Rule 13.1.3). Although Chapter 5 of POR must be followed, it is important that each Trustee Board is also aware of the charity regulator that governs them, see 13.1.2.

5.2.1.9 If a registered charity, the charity’s registration number must be recorded on the membership system.

5.2.1.10 Each Scout Charity must not use any other charity number than their own. For example, a Group must not use the charity number for their District or County, or UK Headquarters.

5.2.1.10 To support effective governance and share good practice across the Groups of the District, the District Chair and Treasurer should create a support network amongst the Group Chairs and Group Treasurers of the District.

5.2.1.12 [omitted]

Appendix II – POR Chapter 5.3.2-4 Constitution – Requirement (AGM, Scout Council and Trustee Board Membership)

5.3.2 Scout Council – Annual General Meeting

5.3.2.1 Each Scout Council must hold an Annual General Meeting (AGM) within six months of the end of the Group’s financial year. Trustee Boards should give all members of their Scout Council at least four weeks’ notice of the date of the AGM.

5.3.2.2 Before the AGM, the Trustee Board must prepare and approve the Trustees’ Annual Report and the annual statement of accounts. The accounts must have completed their examination by an appropriate auditor, independent examiner, or scrutineer (see 5.7.3). This must include the formal report prepared by the auditor, independent examiner, or scrutineer.

5.3.2.3 Following each AGM, the Trustee Board administration must ensure that the Trustees’ Annual Report and Accounts, including the formal report prepared by the auditor, independent examiner, or scrutineer are filed as described in Rule 5.7.

It is good practice for the new Trustee Board to verify the draft Minutes of the AGM at their first meeting following the AGM, even though the minutes cannot be formally approved by the Scout Council until the charity’s next AGM.

5.3.3 Scout Council Membership

5.3.3.1 Ex officio members of the Group Scout Council are:

• all adult members of the Group – see Group roles listed in the Chapter 16 Teams Table
• all Patrol Leaders of the Troop(s) in the Group
• all parents of Squirrels, Beavers, Cubs and Scouts in the Group
• all Explorers, if so stated in a Partnership Agreement between the Unit, the Group and the District
• all parents of Explorers, if so stated in a Partnership Agreement between the Unit, the Group and the District
• the Sponsoring Authority, where there is one, or its nominee
• the District Lead Volunteer
• the District Chair.

5.3.3.2-3 [omitted]

5.3.3.4 The appointed members of the Scout Council are other supporters of the Group [] appointed by the Scout Council at their AGM on the recommendation of the Trustee Board for a fixed period not exceeding three years.

A Scout Council does not need to have any appointed members.

5.3.3.5 The community members of the Scout Council are representatives of the local community appointed because of their role rather than by their name. For example, local headteachers, or Parish Council members.

5.3.3.6 They are appointed by the Scout Council at their AGM, on the recommendation of the Trustee Board, for a period of one year.

A Scout Council does not need to have any community members.

5.3.3.7 Membership of the Scout Council does not provide any member status of the Scouts.

5.3.3.8 [omitted]

5.3.3.9 An individual’s membership of a Scout Council ends when:

• The Scout Council member resigns
• The Scout Council member no longer qualifies as a member of the relevant Scout Council
• The Scout Council is dissolved
• Scout Council membership is terminated by UK Headquarters following a recommendation by the relevant Trustee Board.

5.3.4 Trustee Board Membership

5.3.4.1 A Trustee Board should comprise a maximum of 12 Trustees (the total of all ex officio, appointed and co-opted Trustee categories), with a minimum of 5 Trustees. The maximum number of Trustees must be agreed by the Scout Council at its AGM.

5.3.4.2 Each ex officio, appointed and co-opted member of the Trustee Board is a charity Trustee of the Group.

5.3.4.3 It is good practice for a Trustee Board, and any sub-teams, to have at least two Trustees aged between their 18th and 25th birthdays.

5.3.4.4 A person must have reached their 18th birthday before they take on a charity Trustee role in the Scouts.

5.3.4.5 There are three classifications of Trustee:

Ex officio

• These people are Trustees by virtue of their role in the Scouts. They are a vital part of the Trustee Board, providing a clear link with the leadership and operation of the charity. For the Group Trustee Board this the Group Lead Volunteer
• There is only one ex officio Trustee role for each of the above roles, so where there are joint role holders for a role, the role holders must decide, in discussion with the Chair, which of them should be the ex officio Trustee. However, each role holder of any of the above roles must be eligible to be a Trustee (as specified in POR 16.13.1(e)).

Appointed by the Scout Council

• These Trustees are appointed by the Scout Council at their AGM following a rigorous and transparent selection process agreed by the members of the Trustee Board. This includes the Chair and Treasurer roles.

Co-opted by the Trustee Board

• These Trustees are appointed by the Trustee Board. Co-opting offers the Trustee Board a way of broadening its skills mix or to introduce potential new Trustees mid-year, as well as providing a method of filling vacancies that may occur between AGMs.
• The Trustee Board must ensure that co-opted appointments follow an appropriate selection process, similar to that described for Appointed Trustees.

5.3.4.6 The selection processes leading to appointment of Trustees must include a rigorous and transparent selection process and may include a nominations process or an election process or other locally appropriate procedures. It may include selection of persons with specific skills from outside the Scouts.

The Trustee vacancies should be advertised widely, including to all members of the Scout Council aged 18 or over, so that it is clear that it is an open process.

Persons recommended for appointment to the Trustee Board may include members of the Scout Council and may also include people from outside the Scout Council (including people from outside the Scouts) provided that there is no conflict of interest.

5.3.4.7 Certain people are disqualified from being charity trustees by virtue of the Charities Acts. This must be determined during the appointment process through the Trustee’s declaration and by Trustee eligibility checks (see Rule 16.1.3.1(d) and (e)).

5.3.4.8 Governance roles must be distinct to help manage conflicts of interest.

This includes a requirement that the roles of Chair and Treasurer must be kept separate and be undertaken by two different people.

Subject to the conflict of interest rules (see Chapter 16 and the definition of ‘conflict of interest’ in the Definitions Chapter), a Trustee may be a member of more than one Trustee Board.

5.3.4.9 Trustees – term of appointment:

• Appointed Trustees are appointed by the Scout Council for an initial period of no longer than three years. The Scout Council may agree further periods of appointment.
• Co-opted Trustees are appointed by the Trustee Board for an initial period of one year. Further periods of appointment may be agreed by the Trustee Board, however co-opted Trustees are encouraged to move to being appointed Trustees at the next AGM.
• Appointed and co-opted Trustees must serve no more than nine years in any Trustee role on the specific Trustee Board (this includes Chair and Treasurer). As example, if a Trustee served three years and then became Treasurer on the same Trustee Board, that person could serve as Treasurer for no more than six years.
• Ex officio Trustees serve as a Trustee for as long as they hold the ex officio role. Their membership of the Trustee Board ceases as soon as they are no longer in a role that includes Trustee responsibility.
• If their ex officio role is held for less than nine years, then they may hold an appointed or co-opted Trustee role to a maximum of nine years as a Trustee on the specific Trustee Board, including their time as an ex officio Trustee. As example, if a Group Lead Volunteer served five years in that role and then became an appointed Trustee on the Group Trustee Board, that person could serve as an appointed Trustee for no more than four years.
• A volunteer who has been a Trustee on a specific Trustee Board for a total of nine years may be considered for re-appointment to the same Trustee Board after a gap of three years. The nine years need not be consecutive.
• This nine-year Trustee maximum term rule comes into effect from the charity’s AGM held during 2024 – it does not include years served as a Trustee before the 2024 AGM.

5.3.4.10 All Trustees must complete learning as specified in Chapter 16.

5.3.4.11 All Trustees, and members of sub-teams, must be recorded on the membership system.

5.3.4.12 If a Trustee Board Chair or Treasurer resigns, then Rule 16.9.2 of The Scout Association Policy, Organisation and Rules must be followed.

5.3.4.13 Each Trustee Board requires effective administration. The administration may be provided by one or more persons as appropriate to the Trustee Board.

5.3.4.14 People invited to attend a meeting of the Trustee Board, or with right of attendance, may be present at the meeting but are not charity Trustees and have no voting rights.

The District Lead Volunteer, the District Chair and the County Lead Volunteer each have the right of attendance at meetings of each of the Group Trustee Boards in the Districts in the County.

Right of attendance at Group Trustee Boards also extends to:

• The Sponsoring Authority (or their delegate) of a Sponsored Group
• For a Joint Scout and Guide Group, the Guide equivalent of the Group Lead Volunteer has right of attendance at the Scout Trustee Board.

Annex I – Members of the Group Trustee Board, Trustees

Term Period: 2024/25 Year

*Under constitution version 1 (see rule 5.3.4.9)