SMP Extraordinary General Meeting

24 Mar 2021
FINAL EGM square image.png

At the SMP’s October 2020 AGM members voted for the SMP to change its legal status from a Company Limited by Guarantee (SC294378) and a registered Scottish Charity (SC037048), to a SCIO (Scottish Charitable Incorporated Organisations).  See base of this page for the exact text of the motion passed.

The Board of Directors have been working since October to take this forward and are pleased to invite members to an Extraordinary General Meeting (EGM) to formalise this transition:

  • Scotland Malawi Partnership EGM (by Zoom)
  • 19.00 (UK Time)
  • Wednesday 24th March 2021
  • CLICK HERE to book your place (the meeting is only open to SMP members)
  • CLICK HERE to read the EGM motion

Members not able to attend the virtual meeting can vote in absentia until 1900 on the 24th March by CLICKING HERE.

We are keen to emphasise that this change in legal status, and the newly updated constitution, will not fundamentally change the work of the Partnership but, we feel, will offer the most appropriate legal structure to deliver our work.

If Members attending the EGM ratify the move to become a SCIO, all existing SMP Directors would transfer across to be Directors, with all the same term durations, to the new SCIO. Similarly, all funds, assets and liabilities will move to the new SCIO, as will all operational work of the SMP, staff, and all funding contracts. While the name Scotland Malawi Partnership will be retained, OSCR has requested that we add SCIO to the name, making our full title Scotland Malawi Partnership SCIO.

The SMP is taking advantage of the shift to becoming a SCIO to fully update its Constitution.  This is in keeping with our 'Years of Governance Strengthening' work. On the 24th November 2020 all SMP Members were emailed a draft copy of the new constitution and given two weeks to feed in their thoughts. Members' input was included and this constitution was then sent to, and approved by OSCR.  Read the new SMP constitution here. 

The vote on the 24th March will be a simple 'Yes'/'No' decision on the decision of becoming a SCIO with this constitution, it cannot be edited at this meeting (but members can propose edits at future AGMs/EGMs of the SCIO). 

Since the introduction of the SCIO legal category, small charities have been encouraged by the Scottish Government and others to consider whether this is the most appropriate structure for them, and the SMP is pleased to be making this change as we feel this is the right thing for the charity.

It is likely that the EGM will be a very short meeting as it will only have one item of business: the approval of the move to becoming a SCIO.  As members book in for the meeting they will have the opportunity to ask a question or register a comment or concern.  We are keen to offer this in advance to help answer any questions and take any steers before the meeting, although there will be the opportunity in the meeting itself.

A simple majority is required to ratify the move to becoming a SCIO and the quorum for the meeting is three registered members.

If any members would like to discuss the technicalities, they are very welcome to contact alan[at], our Finance Officer, who is leading with this process. 


Motion passed at October 2020 SMP AGM:

Proposal to change SMP legal status to become a SCIO: The Scotland Malawi Partnership (SMP) is currently a Company Limited by Guarantee (SC294378) and a registered Scottish Charity (SC037048).


When the SMP was established some 15 years ago, SCIOs (Scottish Charitable Incorporated Organisations) did not exist and companies limited by guarantee were deemed best practice. Since then, SCIOs have been developed precisely for charities such as ours.

SCVO has excellent information about what a SCIO is and OSCR has clear details about the process of becoming a SCIO.

In keeping with our Year of Governance Strengthening, the Board has been examining the best structure to take the SMP forward into the future. We have considered revisions to the Memorandum and Articles of Association (MAA) and indeed, have done some preparatory work on this earlier in the year. Through this process, the Board decided it would be most appropriate for the SMP to become a SCIO. SCIO’s do not have an MAA but a Constitution.

The main reason for the Board favouring becoming a SCIO is that this removes one layer of governance (Companies House) while retaining the important features of limited liability and charitable status. Indeed, a SCIO can only exist as long as it remains a charity. It also removes the necessity of members contributing to the assets of SMP in the event of it ceasing to function (currently £1 per member, on paper). There are slight increases in the duties of members – they are required to act on behalf of the charity in the event of there being any sort of conflict (rather than themselves) and cannot be voted onto the Board to represent a particular interest or pressure group. These are minor and reflect best practice in any event.

The Board is therefore recommending that the SMP changes its legal status to become a SCIO. At the 3rd October AGM members will be asked whether they are happy in principle for the SMP to move to become a SCIO, following the below process and timescales. This is not a formal, binding vote. As outlined below, if members give their approval at the AGM to this process, the formal and final decision of whether the SMP should become a SCIO will come at an Extraordinary General Meeting in March 2021.

The proposed timescales for this are as follows:

  • November – Board to complete the drafting of a constitution for the SMP to become a SCIO. This has already begun and now needs some work to tidy it up. This will be sent to members in draft form with a ten-day window for members to feed in to the constitution at this stage.
  • 1st December – Board meeting will formally agree the draft constitution and then documentation will then be sent to OSCR for approval – this is a 42-day process.
  • Late January/early February – Members sent the formal proposal that the SMP becomes a SCIO, and proposed constitution, for their consideration.
  • March – An Extraordinary General Meeting is held, most likely by Zoom, to formally ask members whether they approve the change to become a SCIO. This will be a binary yes/no vote as edits cannot be made to the proposed constitution at this stage without incurring a further 42-day OSCR approval process.
  • 1st April – If the Members have voted ‘yes’, the SMP will start to operate as a SCIO.