CONSTITUTION

Scottish Young Lawyers Association

Adopted: 29-10-2026

Last amended: 29-10-2026

1. Interpretation

1.1 In this Constitution, unless the context otherwise requires:

1. “Association” means the Scottish Young Lawyers Association.
2. “Chair” means the person chairing the relevant meeting in accordance with clause 13.
3. “Committee” means the management committee constituted under clause 7.
4. “Committee Member” means an Office Bearer, the Past President or a Non-Executive Committee Member.
5. “General Meeting” means an Annual General Meeting or Extraordinary General Meeting.
6. “Member” means a person admitted to membership under clause 4.
7. “Non-Executive Committee Member” means a Committee Member who is not an Office Bearer or the Past President.
8. “Office Bearers” means the office bearers specified in clause 5.
9. “Standing Orders” means the standing orders adopted from time to time under this Constitution.

1.2 References to legislation include any amendment, replacement or re-enactment of it. References to the singular include the plural and vice versa. References to a person include an individual and, where the context permits, a body or organisation. References to any gender include all genders.

1.3 “Diploma”, “degree in law of a Scottish university” and “post-Diploma training contract” have the meanings applicable under the current rules governing admission as a solicitor in Scotland.

2. Name and status

2.1 The name of the Association is the Scottish Young Lawyers Association. It may also be referred to as “SYLA”.

2.2 The Association is a non-profit membership association. Funds generated shall be applied solely towards its Objects and shall not be distributed to Members, except for authorised reimbursement of expenses or payment for goods or services properly supplied to the Association.

3. Objects and powers

3.1 The Objects of the Association are, on a non-profit basis and in the interests of its Members:

1. organising conferences, seminars, study groups, training and other educational activities on topics of interest to Members;
2. representing the interests of Members in matters relating to legal education and the practice of law, including making submissions and representations to relevant professional, academic and public bodies;
3. representing Members’ views on matters relating directly or indirectly to the law and legal profession in Scotland;
4. establishing and maintaining relations with associations of junior lawyers and equivalent organisations in Scotland and elsewhere;
5. providing opportunities for professional networking, participation and social contact among junior lawyers; and
6. undertaking any lawful activity reasonably incidental or conducive to the achievement of the Objects.

3.2 In furtherance of the Objects, the Association may raise and hold funds, enter into contracts, open and operate bank accounts, engage advisers or service providers, organise events, publish materials, form partnerships and do anything else lawful and reasonably necessary to advance the Objects.

4. Membership

4.1 Membership is open to any person who is:

1. a student undertaking a course leading to a degree in law from a Scottish university or a Diploma in Professional Legal Practice;
2. a trainee solicitor employed under a pre-Diploma or post-Diploma training contract;
3. a devil undertaking training in accordance with the rules of the Faculty of Advocates;
4. a solicitor of not more than ten years’ standing who is qualified to practise in Scotland;
5. an advocate of not more than ten years’ standing;
6. a person holding a junior academic post in legal studies at an institution of higher education in Scotland; or
7. another person whom the Committee considers to have a sufficient connection with the community of junior lawyers in Scotland and whose admission would further the Objects.

4.2 A person who satisfied clause 4.1 at any time during the three months before applying may be admitted as a Member.

4.3 The membership year runs from the conclusion of one Annual General Meeting until the conclusion of the next. A person who ceases to meet the eligibility criteria during a membership year remains a Member until the end of that membership year.

4.4 The Committee may suspend or terminate membership where a Member has materially breached this Constitution or any code of conduct, acted in a way seriously prejudicial to the Association, or failed to pay any monies properly falling due. Before doing so, the Committee must give the Member written notice of the grounds, a reasonable opportunity to respond, and written notice of its decision. The affected Member may appeal to the President, whose decision is final.

5. Office Bearers

5.1 The elected Office Bearers are the President, Vice-President, two Secretaries, two Treasurers and Social Media Manager.

5.2 The Office Bearers shall have the responsibilities allocated by this Constitution, the Standing Orders or the Committee.

5.3 The Committee may create supporting roles where reasonably required, but a person appointed to such a role shall not become an Office Bearer or acquire a vote on the Committee unless elected or appointed to a vacancy in accordance with this Constitution.

5.4 In the event that an Office Bearer is not elected at the Annual General Meeting, by virtue of an Office Bearer role having no applicants, the Committee may appoint a Non-Executive Committee member to act as interim Office Bearer until the Committee elects a replacement from among its members at a meeting called on at least fourteen days’ written notice. The quorum for that election is seven.

6. Past President

6.1 The person who served as President immediately before the current President may serve as Past President until the conclusion of the next Annual General Meeting.

6.2 The Past President is entitled to notice of, attend and vote at Committee meetings.

7. Committee

7.1 The Association’s affairs shall be managed by a Committee of not more than eighteen persons, comprising the seven Office Bearers, the Past President and not more than ten Non-Executive Committee Members.

7.2 In the event that less than ten Non-Executive Committee Members are elected at the Annual General Meeting, by virtue of an insufficient number of applicants applying for the role, the Committee may determine by a simple majority vote to either:

7.2.1 Operate for the remaining term with fewer Non-Executive Committee Members than allowed for by this constitution; or

7.2.2. Elect a replacement from among its members at a meeting called on at least fourteen days’ written notice. The quorum for that election is seven.

7.3 The Committee shall exercise the powers of the Association, subject to this Constitution and any lawful resolution of a General Meeting.

7.4 The quorum for a Committee meeting is five Committee Members, including at least one Office Bearer. A conflicted Committee Member who is not permitted to participate in a matter shall not count towards the quorum for that matter.

7.5 Questions shall be decided by a simple majority of those entitled to vote. If votes are equal, the Chair has a casting vote.

7.6 The Committee shall meet as often as necessary. Unless urgent circumstances require shorter notice, at least seven days’ notice of a Committee meeting and its principal business shall be given.

7.7 A written resolution approved electronically by a majority of all serving Committee Members entitled to vote is as valid as a resolution passed at a meeting, provided the decision is recorded in the minutes of the next meeting.

7.8 The Committee shall ensure that accurate minutes are kept of its meetings and decisions.

8. Sub-committees and delegation

8.1 The Committee may establish sub-committees or time-limited working groups comprising Committee Members, Members or both.

8.2 Any delegation must be recorded in writing and may be made subject to conditions. The Committee remains responsible for delegated functions and may revoke or vary a delegation at any time.

8.3 A sub-committee may not amend this Constitution or the Standing Orders, admit or remove a Committee Member, approve annual accounts, dissolve the Association or exercise any power reserved to a General Meeting.

9. Election, terms and vacancies

9.1 The President, other Office Bearers and Non-Executive Committee Members shall be elected at the Annual General Meeting in accordance with this Constitution and the Standing Orders.

9.2 A term of office begins at the conclusion of the Annual General Meeting at which the person is elected and ends at the conclusion of the next Annual General Meeting. A person may stand for re-election.

9.3 Any Member may stand for election to the Committee. A candidate for President must be a serving Committee Member and must have served on the Committee for at least twelve months in total before taking office.

9.4 A vacancy may be filled by co-option until the conclusion of the next Annual General Meeting. A co-opted person must be eligible for membership and has the same rights and duties as an elected Committee Member.

9.5 If the presidency becomes vacant, the Vice-President shall act as President until the Committee elects a replacement from among its members at a meeting called on at least fourteen days’ written notice. The quorum for that election is seven.

9.6 A Committee Member who was eligible when elected may remain in office until the conclusion of the next Annual General Meeting even if they cease to satisfy a membership eligibility criterion during their term.

10. Resignation and removal of Committee Members

10.1 A Committee Member vacates office if they resign in writing, cease to be a Member other than as provided in clause 9.6, or are removed under this clause.

10.2 Where a Committee Member is absent without the Committee’s consent from two meetings during their term, a Secretary shall warn them in writing. If they are absent without consent from a third meeting, the Committee may remove them by a simple majority of those present and entitled to vote.

10.3 The Committee may remove a Committee Member for serious misconduct, material breach of duty, persistent failure to perform their role, or conduct seriously prejudicial to the Association, by a resolution supported by at least two-thirds of the other Committee Members present and entitled to vote.

10.4 Before a vote under clause 10.3, the Committee Member must receive written notice of the alleged grounds and a reasonable opportunity to provide a written response and address the meeting. They shall not vote on, or count towards the quorum for, the decision. The reasons for the decision shall be recorded and notified in writing.

10.5 A General Meeting may remove a Committee Member by a resolution supported by at least two-thirds of Members present and entitled to vote, provided the proposed resolution and grounds were included with the notice of meeting and the Committee Member had a reasonable opportunity to respond.

11. Annual General Meeting

11.1 An Annual General Meeting shall be held once in each membership year, on a date determined by the Committee.

11.2 At least twenty-one clear days’ notice shall be given to Members. The notice shall state the date, time, place or virtual arrangements, agenda, proposed constitutional amendments, nomination arrangements and proxy arrangements.

11.3 The business shall include:

• the President’s annual report;
• the Treasurer’s report and presentation of the annual accounts for approval;
• the election of the President, other Office Bearers and Non-Executive Committee Members; and
• any other business properly notified or permitted by the Chair.

12. Extraordinary General Meetings

12.1 The Committee may call an Extraordinary General Meeting at any time and must do so following a written request signed by at least twenty-five Members or ten per cent of the membership, whichever is lower.

12.2 The request must state the business to be considered. A Secretary shall issue notice within fourteen days after receiving a valid request. The meeting shall be held not fewer than fourteen and not more than twenty-eight days after notice is issued.

12.3 Only the business stated in the notice may be considered. The quorum and adjournment provisions in clauses 11.4 and 11.5 apply.

13. Format and chairing of meetings

13.1 A General Meeting or Committee meeting may be held in person, virtually or in hybrid form, provided all participants can communicate adequately with one another.

13.2 A person participating virtually is deemed present and may speak and vote.

13.3 Notices, nominations, accounts, agenda papers and other documents may be issued electronically, including by email or publication on the Association’s website, provided Members are given reasonable access to them.

13.4 The President shall chair General Meetings and Committee meetings. In the President’s absence, the Vice-President shall chair. If both are absent, those present shall appoint an Office Bearer, or failing that another Committee Member, to chair.

13.5 The Chair shall maintain order, regulate procedure, determine procedural questions consistently with this Constitution, and declare voting results.

14. Nominations and elections

14.1 Nominations shall be submitted in writing in the form and by the deadline specified in the notice of Annual General Meeting. A nomination must identify the candidate and post and confirm the candidate’s consent.

14.2 If fewer candidates are nominated than there are available positions, the Chair may invite nominations at the Annual General Meeting for the unfilled positions.

14.3 Where one candidate is nominated for a position, that candidate shall be elected unopposed. Where there are more candidates than positions, voting shall be by secret ballot or secure electronic ballot.

14.4 For a single vacancy, the candidate receiving the highest number of votes is elected. For multiple equivalent vacancies, each Member may cast one vote for each available position, without casting more than one vote for any candidate, and the candidates receiving the highest numbers of votes are elected.

15. Voting and proxies

15.1 Unless this Constitution requires a different majority, a resolution is passed by a simple majority of votes cast by Members present and entitled to vote, including valid proxy votes.

15.2 Voting may be by show of hands, paper ballot or electronic means, as directed by the Chair. Elections shall be conducted in accordance with clause 14.

15.3 A Member entitled to attend and vote may appoint another Member as their proxy by submitting a signed and dated proxy notice to a Secretary not less than forty-eight hours before the meeting. The notice must identify the meeting and may direct how the proxy is to vote. A proxy may be revoked by written notice received before the meeting begins.

15.4 A proxy counts towards the quorum only if the appointing Member is not otherwise present. No person may act as proxy for more than three Members at the same meeting.

16. Conflicts of interest

16.1 A Committee Member must declare any actual or potential conflict of interest as soon as reasonably practicable. The declaration and the Committee’s decision on its management shall be recorded in the minutes.

16.2 Unless the unconflicted Committee Members decide otherwise for a stated reason, the conflicted person shall withdraw from the relevant discussion, shall not receive confidential papers relating solely to the matter, shall not vote and shall not count towards the quorum for that matter.

16.3 The unconflicted Committee Members may authorise a conflict where satisfied that doing so is in the Association’s interests and that appropriate safeguards are in place. The conflicted person shall not participate in the authorisation decision.

16.4 A deliberate or serious failure to declare a conflict may be dealt with under clause 10, as applicable.

17. Finance, accounts and expenses

17.1 The Committee shall determine the Association’s financial year and ensure proper accounting records are maintained.

17.2 Annual accounts shall be prepared in accordance with applicable law and any requirements reasonably determined by the Committee. They shall be approved by the Committee and presented to the Annual General Meeting. Any independent examination or audit required by law, a funder or the Committee shall be arranged.

17.3 Bank accounts shall be held in the name of the Association where practicable. Payments and withdrawals must be authorised in accordance with financial controls approved by the Committee. Those controls must require at least two authorised persons for payments above a threshold set by the Committee.

17.4 Committee Members and Members may be reimbursed for reasonable expenses properly incurred on Association business, subject to evidence and approval under the financial controls. No person may approve their own expenses.

17.5 The Committee shall approve an annual budget and shall monitor income, expenditure, assets and liabilities.

18. Contracts

18.1 Contracts may be entered into on behalf of the Association by one or more Office Bearers or another Committee Member authorised by the Committee. The authority and principal terms shall be recorded in the minutes.

19. Data protection and records

19.1 The Association shall comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018, in its collection, use, storage, sharing and deletion of personal data.

19.2 The Committee shall maintain appropriate membership, governance, financial and decision-making records and adopt proportionate retention and security arrangements.

20. Amendment of Constitution and Standing Orders

20.1 This Constitution may be amended only by a resolution passed by at least two-thirds of Members present and entitled to vote at an Annual General Meeting or an Extraordinary General Meeting called for that purpose.

20.2 The notice of meeting must include the text or a clear summary of each proposed amendment and be given at least twenty-one clear days before the meeting.

20.3 The Committee may adopt and amend Standing Orders, provided they are consistent with this Constitution. A General Meeting may amend or revoke the Standing Orders by simple majority.

21. Dissolution

21.1 The Association may be dissolved only by a resolution passed by at least two-thirds of Members present and entitled to vote at a General Meeting called specifically for that purpose.

21.2 The notice must set out the proposed arrangements for settling liabilities and applying any remaining assets.

21.3 After all debts and liabilities have been settled, any remaining assets shall not be distributed to Members. They shall be transferred to one or more non-profit organisations with objects the same as or similar to the Objects, as determined by the Members at the meeting or, failing such determination, by the Committee.

22. Interpretation and procedure

22.1 A question about interpretation or procedure arising at a General Meeting shall be determined by the Chair, subject to any resolution of the meeting. At any other time it shall be determined by a majority of the Committee.

22.2 Members participating in a meeting shall comply with the Chair’s reasonable procedural directions.

23. Contingency arrangements

23.1 If an emergency or circumstances beyond the Association’s reasonable control make it impracticable to hold an Annual General Meeting as planned, the Committee may change the date, format or arrangements and shall notify Members as soon as reasonably practicable.

23.2 The Committee shall take reasonable steps to hold the rearranged Annual General Meeting promptly and to preserve Members’ rights to receive notice, nominate candidates, participate and vote.

24. Adoption

24.1 This Constitution was adopted by the Members of the Association on [insert date] and replaces all previous versions.

Signed for and on behalf of the Association: