Our Constitution
photograph: Jess Hardwick
1. Title
The association shall be named CAIRN UNION LTD; The professional association for performance workers and allied trades.
2. Aims
“A union that espouses a sense of shared community & happily accepts all members of our artistic world. A union that is both local & international in outlook, thought & deed.”
The aims of the association shall be to improve the working conditions of performance workers and allied trades practising in Scotland and to raise awareness of the contribution of artists to the public life and economy of Scotland. To represent its members in employment and contractual matters; to promote, protect and further the artistic, economic, social and legal interests of its members in their professional capacity; to achieve the best possible terms and conditions of work in all aspects in which our members are engaged; to secure these aims by organisation and all other effective methods of unity of action.
3. Membership
a) Full Membership of the association shall be open to performance workers and allied trades who have established their professional status through fulfilling at least one of Cairn's membership criteria [at least £600 in contract in the 12 months prior to application, graduation from a recognised course/diploma/apprenticeship, funding awards for projects, teaching or delivering workshops, running own business. Evidence would include but is not limited to: own freelance accounts or presentation of a contract within twelve months of the application date as evidence of paid professional work as an actor, choreographer, dancer, theatre director, theatre producer, theatre manager/administrator, theatre maker, model, singer, stage manager, stand up, storyteller, stunt performer and co-ordinator, theatre designer, fight director, TV and radio presenter, voice artist, performance artist, screen-based performance maker, voice artist, radio performer, walk-on and supporting artist, workshop leader or drama worker. ]
b) Associated Membership of the association without voting rights, shall be available to persons not fulfilling Cairn’s membership criteria, but with an interest in the performance profession.
c) Student Membership of the organisation is open to anyone who is on a further education course relating to the performing arts lasting one or more years. Student membership shall be for the duration of the applicant’s course of studies. Upon the completion, the student member will be eligible for a graduate membership. Student membership subscription shall be set by the Executive Committee
d) Graduate Membership of Cairn is open to final year undergraduate students, graduates and all post-graduates. Graduate Membership will be for two years only, the first two years of membership of Cairn. The status of Graduate Members will by default be Associated but if a member can fulfil the full member criteria they will be deemed a full member after their first year’s membership.
d) Membership may be deemed to have lapsed only in case of failure to pay the annual subscription within six calendar months after the date at which such subscriptions were due.
e) Full Members' Vested Rights - All right and interest in Cairn and in the property thereof, shall be vested in the Full Members for the time being, but on the cessation of membership by death, resignation or otherwise, neither the Member nor their representative nor assignees shall have any right, title or interest in or claim upon the Funds of Cairn.
f) Liability of members - Full and Associate Members shall have no financial liability beyond their liability for their annual subscription, and where appropriate the Registration Fee, except to meet some abnormal expenditure, providing that such expenditure has been in the first place approved at an Annual General Meeting, or at a Special General Meeting called for the purpose, by two-thirds of the Full Members present.
4. The Executive Committee of Cairn
a) Cairn’s business shall be managed by an Executive Committee required to carry out the decision of general meetings consisting of between 12 and no more than 20 Executive Committee members including office bearers who shall be full or associate members of Cairn, of which at least, where possible, shall comprise of 50% female, with at least 5% ethnic minorities, 5% disabled, 5% LGBTQIA++, 30% of a lower socio-economic background, at least one Gaelic speaker and BSL user.
Cairn is committed to being representative of the industry and aim to have a membership that includes the broadest spectrum of performance professionals. We recognise that there is much work to be done in making progress for deaf, disabled, working class, black and global majority, female and gender diverse artists. We need these voices on our executive committee in order to make authentic progress for our wider membership. We commit to reviewing our executive every year and having conversations about these targets, whether they are being met, and what more we need to do to engage with communities of artists across Scotland.
b) Each committee member should have a designated area of responsibility to include: Scottish Geographic Areas, Outreach, Equalities, Learning and Training, Disability, LBGTQIA++, Younger and Emerging, Mid-career, Strategy, Digital, PR and Marketing, Legal, Insurance, Employer relations, Network Building etc.
c) The Executive Committee shall have the right to establish subcommittees for specific purposes and to co-opt into them as necessary members of Cairn.
d) Office bearers shall be full or associate members of the Society and shall be elected by members of the Executive Committee at the first committee meeting after every Annual General Meeting. Online voting for Executive Committee members shall be available in elections for these offices. The office-bearers shall be -
(i) Convener who shall be a full member and shall speak for Cairn and chair meetings of the Executive Committee and general meetings.
(ii) Vice-Convener who shall be a full member and act to assist the Convener in his/her duties.
(iii) Secretary who shall be a full or associate member and shall act as secretary in all matters affecting Cairn.
(iv) Treasurer who shall be a full or associate member and shall have charge of membership subscriptions of Cairn, and who shall ensure members are sent due reminders of subscriptions owing.
d) In its composition the Executive Committee should seek to be representative of the practices and geographic composition of the membership.
e) In cases of tied voting in Executive Committee, the Convener shall have a casting as well as deliberative vote.
f) Sub-committees shall be responsible to the Executive Committee of Cairn. Office-bearers shall be responsible to the Executive Committee of Cairn. The Executive Committee shall be responsible to Cairn's members in general meeting.
5. Standing Orders Committee
a) Cairn Rules, Disputes, and AGM business shall be overseen by an independent Standing Orders committee (SOC). There shall be five members sitting on Standing Orders committee who shall be full or associate members of Cairn, of which no more than one quarter are associate members and who shall be elected directly by the full members of Cairn at a general meeting. Standing Orders Committee members the arbitrators of the rules, motions and AGM business within the terms of existing rules of the organisation. They will be responsible for calling for motions, arranging and overseeing independent voting, and managing the standing orders of business at the AGM/EGM to ensure an independent and transparent oversight of Cairn. They will also act in the first instance as arbitrator of any internal disputes. Standing Orders Committee shall make up five of the places on the Executive Council. These Committee members may only serve a maximum of five years each before stepping down for a minimum of 12 months before seeking re-election.
i) SOC must be voted in annually
ii) SOC are answerable to the membership, not to staff or the executive committee, they have no power except to advise on Cairn’s rules and to oversee the independent arbitration of those rules and of standing orders of Cairn business
iii) under extraordinary circumstances a re-election of SOC (or individual members) may be triggered by petition of 50 members or 1/10 of the membership, whichever is larger.
6. Terms of Office
a) Members of the Executive Committee and Standing Orders Committees shall serve for a one-year term.
b) In the interests of both continuity and renewal of Cairn’s Executive, Office bearers may serve up to (but not more than) three consecutive terms in any one, or five consecutive terms in any combination, of the four posts.
c) In the event of a vacancy occurring in the Office of Convener or in the Executive Committee during any year, such vacancy may be filled by the Executive Committee. An appointment made in this way shall hold good until the date at which the original Members’ term of office expires. Should that mean a term of less than one year the elected Member is eligible for immediate re-election.
d) Office Bearers and Members of Executive Committee may be removed from office only by a vote of censure passed by members at a general meeting and receiving an absolute majority of the votes of all members voting, online votes being allowed.
e) Nominations for Executive (EC) and Standing Orders Committees (SOC) - Nominations will be handled by SOC for the vacancies on committees which shall be invited from Full Members in the preliminary notice of the Annual General Meeting, which shall be posted to each member at least 28 days before the date of the Meeting, and such nominations must be with the SOC at a given date. A Full Member may nominate or second a candidate from any category. Nomination papers will be sent to every Full Member before the Annual General Meeting giving sufficient time to allow voting in the selected method before the Meeting. At least one new Member should not have served before on the Executive Committee.
f) Failure to fulfil EC/SOC Committee duties - Executive Committee Members who miss two consecutive meetings without giving due notice, or consistently fail to support the work of the Committee will, at the discretion of the Convener and Executive Committee, be invited to resign their position.
7. Paid Staff
The Executive Committee shall be empowered to appoint paid staff as and when deemed necessary to assist with the duties of Cairn. Paid staff shall act in accordance with the terms and conditions of employment laid down by the Executive Committee and be paid equal to or greater than the Living Wage. The executive committee is the final decision making body and no member of staff may act ultra vires of the rules, the membership, or the executive committee.
8. General Meetings
a) Form
(i) Annual general meetings must be held once a year, in an appropriate location, during the month of May each year, and members must receive two weeks notice of such meetings along with an agenda and an abstract of accounts for the previous year. SOC will manage motions, agendas and voting procedures for the meeting.
(ii) Extraordinary general meetings may be requisitioned by an Application to the Executive Committee by any eight full members of Cairn. Within two weeks of receiving such an application, the Executive Committee must call a general meeting, giving members two weeks notice and providing an agenda for the meeting. In no event should there be more than a calendar month between the receipt of by the Executive Committee of the requisition and the general meeting.
(iii) Branches of Cairn will be represented and have the opportunity to present their own motions
b) Purpose
(i) Only a general meeting of the members of the Cairn shall have the right to decide on matters of Cairn policy.
(ii) Only the general meeting shall have the right to amend any of the terms of this constitution, and, in order to do so, members must be notified of proposed amendments two weeks in advance of the general meeting. For the amendment to pass, it must receive a two-thirds majority of the votes of those full members of Cairn who vote, online votes being allowed.
(iii) The Treasurer of Cairn shall be required, in the case of annual general meetings, to circulate with the agenda an abstract of accounts for the year ending April 5 and to present a report and answer questions at the meeting itself
(iv) Subscription rates for Cairn shall be fixed by general meetings and shall be open to review only at annual general meetings.
9. Quorums
a) General meetings A quorum shall be one third or twenty one of the full members of Cairn, whichever is the less.
b) Executive Committee Meetings A quorum shall be five full members.
10. Online Voting
Online voting on policy matters and elections will be at the discretion of the SOC and Executive Committee.
11. Branches
Branches may be formed by a petition to SOC stating the intention of a minimum of 12 members (fewer may be allowed in areas of remote geography), and branches shall have the same cores standing orders and rules as Cairn, and they may add extra proceedings to their meetings. Branches shall have the power to submit their own motions to AGM/EGM and elect their own office bearers and committee.
12. Investment of Funds
Any cash balance of any kind accruing to the Cairn from whatever source shall be invested by the Treasurer or Administrator in the name of Cairn in Securities authorised by law for investment of Trust Funds or placed on deposit receipt or invested in a Savings Account or in a Savings Bank.
Statements of investments will be presented annually.
Accounts shall be available on an ongoing basis should any member request to view these and monthly management accounts will be available in the members area and for branches to view.
13. Appointment and removal of Auditors
Auditors will be appointed at each AGM in compliance with companies law / charity law / the Trade Union and Labour Relations (Consolidation) Act 1992.
a) The appointed Auditors will be Independent Chartered Accountants qualified to audit in compliance with these laws and requirements.
b) Auditors duly appointed to audit the accounts of Cairn shall not be removed from office except by a resolution passed at a General Meeting of its members or of delegates of its members. The auditors of Cairn shall make a report to it on the accounts audited by them and contained in its annual return. It is the duty of the auditors, in preparing their report, to carry out such investigations as will enable them to state whether, in the opinion of the auditors, the accounts given are a true and fair view of the matters to which they relate.
13. Conflicts of Interest
Cairn take very seriously our member-led status and aim for independence and transparency in all of our dealings.
Cairn will have a strict conflicts of interest policy whereby all interests must be declared prior to taking up office, staff roles, or positions of responsibility within Cairn. These must be updated on an annual basis and whenever circumstances change they must be updated immediately.
No person with a conflict of interest will be permitted to make or influence a process of decision making which involves a conflict of interest, and it will be common practice at meetings and business for anyone with a conflict of interest to excuse themselves from the proceedings of the item of business.
Purposely withholding a conflict of interest or deliberately taking responsibility for business or decisions which involve a conflict of interest, will be a disciplinary matter and may result in expulsion of membership or termination of employment.
14. Complaints and Disciplinary Proceedings
Complaints will be directed to SOC who will appoint an independent investigator.
We recognise that colleagues will wish to be good comrades to one another and with no prejudice we will expect that any issues are first raised informally and with the person that the complaint concerns, to give them the opportunity to resolve the issue amicably and fairly.
If the complaint cannot be dealt with personally or informally we will expect that a complaint and evidence will be submitted in writing to SOC with the subject line Official Complaint.
SOC will manage the process of any complaint and will convene and appoint an independent complaints panel appointed to arbitrate on the outcome of the complaint. Such a panel will comprise of 2 lay members, 2 committee members, 2 SOC members; or another fair balance that best represents independent handling of the complaint. The complainant and subject of the complaint will have the opportunity to veto any members of such a panel if anyone perceives that they hold a conflict of interest.
We would anticipate that matters should be able to be resolved in house with apologies where they are due and redress of any process or action found to be inadequate.
Members will have the right to appeal any outcome and the appeals should be submitted in the first instance to the Convener who will then convene a lay members committee of independent members to investigate and adjudicate on an appeal. Dependent on the subject of the appeal SOC may or may not oversee or advise on this process.
15. Trustees
A small group of Trustees or a Board will act as a guardian of the new organisation Cairn, they will act as directors of the company limited by guarantee until such point as Cairn transitions to become a Union or other suitable form as decided by the members at the AGM.
After the first year of operation, and immediately following any change of status in the organisation (e.g to become a Union) the organisation must hold an AGM and a democratic vote to appoint operational trustees that will hold the ultimate responsibility to ensure transparency and good governance of the organisation.
Trustees can be appointed for terms of 3 years, and voted in at the AGM in the normal way with the normal voting process.
The powers of the trustees will be to ensure the sound financial management of the organisation, appoint independent auditors, and instruct an independent investigation in the case of irreconcilable dispute. The second power of the Trustees is to intervene should the membership ever be disrespected, not consulted on the direction of Cairn, or cut out of decision making which affects them directly – in this case the trustees should convene an emergency members panel to adjudicate.
Should the rules of Cairn be lacking in defining a specific outcome for a specific circumstance the trustees will have the power to interpret the principle of the rules as a short term measure to interpret only in the best interests of the membership, whilst instructing a vote across the membership as a long term measure to ensure that the rules and conduct of Cairn meet the principles of its founding and the expectations of its membership.
The trustees will not have the power to Veto actions of the Executive Committee or SOC but will have the power to pause any actions that are demonstrably causing harm to the membership, whilst an independently mediated solution is sought.
16. Patrons
The membership has the power to actively pursue and appoint patrons to endorse Cairn, and set up prizes bursaries or donations to Cairn in their name. This can be accomplished by a proposed and seconded nomination by full members, with a list of members who support the appointment. This list can be sent to Executive Committee for verification and if there is any dispute this can be discussed with the proposers. As this role represents Cairn and all of its membership this requires a unanimous determination.
17. Dissolution of the organisation
The dissolution of the Organisation shall take effect whenever a motion to that effect obtains a two-thirds majority at an Annual or Extraordinary General Meeting and is afterwards submitted to the vote of all members by referendum, and obtains the consent of three-quarters of all members voting for and against.
Prior to the referendum, the proposal to dissolve shall be communicated to all members by post or email. A voting form shall also be provided by post or email. The referendum shall not commence until at least 28 days after the first publication of the adoption of such a motion by an Annual or General Meeting.