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SCAR Circular No. 764 (electronic only)

17th January 2006

To:
_ SCAR Executive Committee
_ SCAR National Committees
_ ICSU Union Members
_ Associate Members (for information)
_ ICSU Secretariat (for information)
_ SCAR Chief Officers (for information)


Dear Sir

Changes to the Constitution and Rules of Procedure

I with to draw your attention to changes that are necessary to the Constitution and Rules of Procedure, in order for SCAR to meet the requirement of its parent body, ICSU, that SCAR, like other ICSU subsidiary bodies, should become a separate legal entity. The current Constitution of SCAR does not cite its legal status; the most likely status is an unincorporated association. This status is not considered adequate by ICSU. In addition it fails to provide SCAR with the basis for seeking charitable status, which in turn negatively affects SCAR's financial position (e.g. by forcing SCAR to accept business interests rates on bank accounts).

It is proposed that the existing SCAR legal entity is incorporated into a Company Limited by Guarantee (registered in England and Wales), and is then registered as a Charity. In simple terms the process of incorporation will be as follows:
(i) a new Company limited by guarantee will be incorporated with a Memorandum of Association and Articles of Association;
(ii) the Company will apply to become a registered Charity;
(iii) the existing SCAR will transfer its employees, assets and rights to the Chairity;
(iv) the existing SCAR will cease to exist once all of its liabilities have been transferred.

The Memorandum of Association and Articles of Association have been created using a standard form recommended by the UK's Charity Commission. These have been amended to the extent likely to be acceptable to the Charity Commissioners to take into account the provisions of SCAR's Constitution. SCAR's Rules of Procedure remain essentially unchanged, except (i) where items have been moved from SCAR's Constitution into the Rules of Procedure (being not acceptable within the Memorandum or Articles of Association), (ii) where items have been moved from the Rules of Procedure into the Memorandum or Articles of Association. The Rules of Procedure for Subsidiary Bodies have been refined and are included as a supplement to the Rules of Procedure.

These changes will establish SCAR as a proper legal entity with the useful addition of charitable status.

Documentation associated with these changes can be downloaded from the SCAR web site by clicking on the indicated text below, and includes:

(a) the present Constitution
(b) the present Rules of Procedure
(c) the proposed Memorandum of Association
(d) the proposed Articles of Association
(e) the revised Rules of Procedure and its supplement (the Rules of Procedure for Subsidiary Bodies)
(f) An explanatory note from the legal firm that is handling SCAR's business.

National Committees are asked to examine documents 'c' through 'f', which will be considered as parts of agenda item 6.1.1 at the XXIX SCAR Delegates Meeting in Hobart during July 2006. Delegates at that meeting will be asked:

to approve:

(i) the Memorandum of Association;
(ii) the Articles of Association; and
(iii) the Rules of Procedure modified as described above, and including the Rules of Procedure for Subsidiary Bodies.

Any questions concerning these papers and this process should be addressed to the SCAR Secretariat.

Yours faithfully

C.P.Summerhayes