• Good Governance in the Third Sector

    Moving your Board Meetings Online

    This month we’re publishing a series of blog posts to help organisations update their governing documents if needed so online meetings can continue. Here’s the first blog written by our Deputy Chief Officer, Rebecca McKinney:

    Wiki Education board meeting June 2020 via Zoom by LiAnna (Wiki Ed) is licensed with CC BY-SA 4.0.

    The process for how your organisation holds board meetings and members’ meetings such as AGMs and EGMs will be set out in your governing document. In normal times, you must follow this process.

    In response to the Covid 19 Pandemic, some rules have been loosened to allow meetings to be held virtually even when this is not stated your governing document. However, the rules are currently scheduled to revert back at the end of March, 2021. This means that if you want to continue having virtual board or members’ meetings, you may have to change your governing document. Here’s what to do next:

    1. Find your constitution or your articles of association and read the sections pertaining to the conduct of Directors’/Trustees’ meetings and Members’ meetings.
    2. Does the document specify that meetings may take place electronically or virtually?
    3. Or, does it have clauses stating that the meeting will be treated as taking place regardless of where participants actually are?
    4. Remember to check sections pertaining to both DIRECTORS and MEMBERS.
    5. If YES, you don’t have to make any changes to your governing document.
    6. If NO, read on:
    If your organisation is a SCIO or unincorporated charity, see these NEXT STEPS:

    1. Hold an AGM or EGM and pass a resolution to make the change to your constitution. Remember that this meeting must be quorate. At least two thirds of members who participate in the vote must agree to the change.

    2. Inform OSCR within three months that you have made the change, by sending their notification form and a copy of your amended constitution. You can find out more about how to do this here. Suggested text is available via SCVO. You will need to adjust the wording and clause numbering to match your particular constitution.

    Add immediately after clause 40: “40A. The board may make arrangements, in advance of any members’ meeting, to allow members to participate in the members’ meeting by means of a conference telephone, video conferencing facility or similar communications equipment – so long as all those participating in the meeting can hear each other; a member participating in a members’ meeting in this manner shall be deemed to be present in person at the meeting.”

    Amend clause 44: “44 Every member has one vote, which must be given personally; for the avoidance of doubt, a vote given by a member participating in the meeting through any of the methods referred to in clause 40A will be taken to be given personally for the purposes of this clause.”

    Add immediately after clause 86: “86A. A charity trustee may participate in a meeting of the board by means of a conference telephone, video conferencing facility or similar communications equipment – so long as all the charity trustees participating in the meeting can hear each other; a charity trustee participating in a meeting in this manner shall be deemed to be present in person at the meeting.”

    Amend clause 90: “90. Every charity trustee has one vote, which must be given personally; for the avoidance of doubt, a vote given by a charity trustee participating in the meeting through any of the methods referred to in clause 86A will be taken to be given personally for the purposes of this clause.”

    If your organisation is a Company Ltd by Guarantee WITH charitable status, follow these NEXT STEPS:

    1. Hold an AGM or EGM and pass a resolution to make the change to your Articles of Association. Remember that this meeting must be quorate. At least two thirds of members who participate in the vote must agree to the change.

    2. Inform Companies House of the change to your Articles within 15 days. You can find out how to do this here.

    3. Inform OSCR within three months that you have made the change, by sending their notification form and a copy of your amended constitution. You can find out more about how to do this here.

    Some sample statements you may insert into your Articles are:

    In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.

    or

    If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

    And

    In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.

    If your organisation is a CIC or Company Ltd by Guarantee without charitable status, follow these NEXT STEPS:

    Check your CIC Articles. It is likely that these already contain a clause enabling you to hold meetings in which all participants are not in the same place. In this case, you do not need to make any changes.

    If you do need to amend your articles, follow the same procedure as ‘If your organisation is a Company Ltd by Guarantee WITH charitable status’ above, but because you are not a charity, you will not have to inform OSCR.

    On 24 February we’re holding a free workshop for Midlothian third sector organisations that may need to change their governing document to allow virtual meetings.

    Virtual meeting best practice

    "Zoom meeting" by chericbaker is licensed with CC BY-NC-SA 2.0. To view a copy of this license, visit https://creativecommons.org/licenses/by-nc-sa/2.0

    A poor internet connection, a frozen screen and Zoom fatigue are all problems that those of us taking part in video meetings have experienced during the pandemic.

    For all the downsides, video meetings have allowed some organisations to keep working under lockdown, and they can also be easier to attend for those with mobility issues or busy schedules. The technology reduces the costs of holding meetings, and businesses are now less dependent on office space.

    If your organisation wants to keep holding official meetings online or by phone (such as AGMs) after 30 March 2021, you may need to update your governing documents.

    Over the next three weeks we’re going to publish a series of blog posts that outline how to work out if you need to update your governing documents to allow for continued online meetings. We’ll provide some sample lines to use, and share case studies on what other businesses have learnt from holding meetings online. Topics we’ll cover will include how to manage online voting, preparing for those potential technical hitches and avoiding disruptive ‘Zoombombing’.

    Keep an eye on the news page over the coming weeks- follow us on Facebook or Twitter and we’ll let you know when the next post is live.

    On 24 February we’re holding a free workshop for Midlothian third sector organisations that may need to change their governing document to allow virtual meetings.

    Volunteer Midlothian receives funding boost from Befriending Networks

    We are really pleased to share the news that Volunteer Midlothian recently received some funding from Befriending Networks to help boost the number of volunteers who take part in our various befriending projects.

    Volunteer Midlothian has several befriending projects: ‘Transform’, an intergenerational befriending project, ‘Connect’, which aims to reduce social isolation among members of the older population in Midlothian and also ‘Connect Online’, which matches a learner with a volunteer who can support them with digital skills.  

    Befriending Networks logo

    As well as recruiting new volunteers, the funding will also be used to pilot new volunteer opportunities, with a new focus on the creation of online groups to be facilitated by volunteers with particular interests and expertise. This could include for example a music group or a craft group. Volunteers will receive training in group facilitation and online safeguarding, as well as the use of digital technology, widening their skills and knowledge around how to support and include people by using different methods of engagement. The online groups will be open to people in Midlothian who would benefit from having more social connectivity. At the moment all activity is online, though in future we hope some of the groups may be able to happen ‘face to face’.

    Keep an eye out for further updates when the project is fully underway – we’ll be looking for more volunteers and clients, so get in touch with Naomi if you are interested in finding out more. Also, a very big thank you to Befriending Networks for helping to make these new developments possible.

    Connect with Burns in 2021!

    Rabbie Burns – Scotland’s National Bard

    Three very talented volunteers from Volunteer Midlothian made our online Burns celebration this week an especially enjoyable evening for all involved. They joined staff and volunteers from our Connect and Connect Online projects to celebrate Scotland’s favourite national poet and share some of their own thoughts on being Scottish.

    Raj created an homage to Scotland in the form of his videos ‘Our Adopted Land’ and ‘Rabbie Burns – My Take on the Bard’, which are also available on You Tube.  We played some snippets of both, before having fun describing our favourite Scottish words (such as ‘scunnered’) and favourite Scottish places. Midlothian of course got a few mentions. A short quiz on Burns and Scotland followed, so we all learned something new. Anyone know what ‘Partan Bree’ is? 

    Mary treated us to a passionate recital of Tam O’ Shanter with edited highlights. “Weel done Cutty Sark!” Bruce then entertained us with Scottish and Burns songs including ‘Caledonia’ and of course ‘Auld Lang Syne’ to close the event. 

    Many thanks to our brilliant volunteers who contributed and attended. If you’re interested in getting involved with the Connect project, or Connect Online, contact Naomi Knights, our befriending co-ordinator.

    Videos: Scotland and Burns

    Saltire criteria update

    You may recall that at the start of the pandemic Saltire allowed young people to claim informal volunteering hours until August 2021. This arrangement still applies until the end of March 2021. Up to 100 hours of informal volunteering can be accredited.

    If you know a young person who has been doing any informal volunteering (e.g. walking a neighbour’s dog whilst they are shielding, or food shopping for an elderly person) please encourage them to add these hours to their Saltire account or go to the Saltire Awards website to register and claim the hours for certification.

    Saltire Awards are great to have on a CV when looking for employment and are also an excellent way for young people to demonstrate their contribution and help others!

    Youth Arts Small Grants Fund now open for applications

    Midlothian Voluntary Action are proud to be working in partnership with local social enterprise Made in Midlothian on a project that will support freelance artists to work with children and young people in Midlothian.

    Funded by Creative Scotland’s Youth Arts Small Grants Scheme, the programme will provide small grants to artists to work with groups of children and young people in Midlothian who have been most adversely affected by the Covid 19 pandemic. Local MSP, Colin Beattie, has congratulated Made in Midlothian on their success, in a motion to the Scottish Parliament. 

    The small grant fund is now open for applications and applications close on 1 March 2021.  See Made in Midlothian’s website for more information.


    “This funding will support Made in Midlothian to empower freelance arts practitioners to deliver activity across the community, and bring meaningful creative experiences to children and young people, whose well-being has been so severely impacted by the COVID-19 pandemic.”

    Colin Bradie, Interim Head of Creative Learning, Creative Scotland

    Volunteer Midlothian and Health in Mind team up to offer mental health training in January

    Hello and happy new year to you all from Volunteer Midlothian! Also not so happy, since we have entered another full lockdown across the UK, but we can only make the best of it and try to be kind to each other in the coming weeks and months.

    There is an ongoing need to support the mental wellbeing of third sector staff and volunteers at this time, so we are confident that the provision of three special training sessions later on in January from Volunteer Midlothian and Health in Mind will be welcomed. The sessions have been organised as part of the mental health and volunteering grants project, hosted by Volunteer Midlothian and launched during lockdown 2020. Our development worker Natalie, and also Lisa Hodkinson from Health in Mind, have worked hard to roll this provision out in the last month of funding for the project.

    During the staff session there will be an emphasis on maintaining wellbeing at work (including work from home). For volunteers, the focus will be more general, looking at self care and support to stay well in times of stress or additional challenges. Sessions will be short and easy to access. We are sure you will agree that now is the time to encourage people to pause and take a moment to reflect on how best they can support their own mental wellbeing, and that of others around them, as we move through another lockdown and try to deal with the longer term uncertainty of the pandemic.

    We’d appreciate it if you could promote the sessions widely around your networks and encourage others to sign up. For more information check out the two poster links below, or contact Natalie from Volunteer Midlothian.

    Info about staff sessions.

    Info about volunteer sessions.

    Covid can’t stop Randori Judo!

    Randori’s new judo centre in Dalkeith

    Just a couple of years ago, Mark Taylor walked into our office in Dalkeith with a dream: to start a social enterprise that would share the physical, emotional and social benefits of judo with children, young people and adults across Midlothian. He founded Randori Social Enterprises in 2018, running clubs and classes in schools around Midlothian.

    In the spring of 2020, facing all of the uncertainty that the pandemic brought, Mark took the brave decision to sign the lease on an industrial unit at Hardengreen Business Park. During the lockdown period, the Randori team worked relentlessly, galvanising the support of their members, local businesses and the wider community to fully refurbish and kit out their brand new dojo, complete with sprung floors, mats, mirrors and much more.

    SEAM worked alongside Firstport and Midlothian Business Gateway to ensure that Randori had the business support they needed and were able to make the most of available funding opportunities. The new Randori dojo is now up and running. It is an amazing space and an inspiring example of social entrepreneurship in Midlothian. Locate in Midlothian recently featured this article about Randori. You can also follow what Randori is up to on Facebook.

    Brexit’s not long away. Is your organisation prepared?

    With all the discussions about Covid-19 in recent months, it is easy to forget that we will still be leaving the EU on 31 December 2020. There will be guaranteed changes from January 1st for businesses as we start our new relationship with the EU. There are many actions you can take today to prepare. Third sector organisations are being urged to: 

    It is worth doing one or more of these things now, as Brexit (the real thing) will be upon us very soon!

    SEAM and MVA are having a clear out

    A lot has changed since the pandemic happened, and it’s certainly been a very challenging time for many organisations, especially not being able to get into our work places very easily.

    This picture of Rebecca was taken before lockdown, but we are actually still in the process of sorting out our office and meeting room on White Hart Street in Dalkeith. We are hoping that when life can return to ‘normal’, the TSI premises will be a safe, warm and supportive space for local third sector organisations to come for a one to one session, some training, or even just a general catch up to say hello and tell us how it’s been during lockdown.

    We look forward to seeing you once our space is sorted out and the regulations allow it. In the meantime – see you on Teams or Zoom!