The recruitment of volunteer Committee Members can be challenging for a number of RSLs and, whilst our RSL clients are keen to encourage a wide range of interested individuals onto their Committee, an individual’s ability to become a Committee Member (being a member of the Committee of Management) is not absolute. Most RSLs adopt the Scottish Federation for Housing Associations (SFHA) Charitable Model Rules which state that an individual will not be eligible to be elected or appointed to an RSL’s Committee of Management where:

• they are an undischarged bankrupt, have granted a trust deed which has not been discharged or are in a current Debt Payment Plan under the Debt Arrangement Scheme; or
• they have been convicted of an offence involving dishonesty which is not spent by virtue of the Rehabilitation of Offenders Act 1974 or an offence under the Charities and Trustee Investment (Scotland) Act 2005; or
• they are party to any legal proceedings in any Court of Law by or against the Association; or
• they are or will be unable to attend the Committee Meetings for a period of 12 months; or
• they have been removed from the Committee of another registered social landlord within the previous five years; or
• they have resigned from the Committee in the previous five years in circumstances where the resignation was submitted after the date of their receipt of notice of a special board meeting convened to consider a resolution for their removal from the Committee; or
• they have been removed from the Committee following such a meeting within the previous five years; or
• they have been removed, disqualified or suspended from a position of management or control of a charity under the provisions of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 or the Charities and Trustee Investment (Scotland) Act 2005; or
• they have been removed from the office of charity trustee or trustee for a charity by an order made by the Charity Commissioners for England and Wales or by His Majesty’s High Court of Justice in England on the grounds of any misconduct in the administration of the charity for which they were responsible or to which they were privy, or which their conduct contributed to or facilitated; or
• a disqualification order or disqualification undertaking has been made against that person under the Company Directors’ Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002 (which relate to the power of a Court to prevent someone from being a director, liquidator or administrator of a company or a receiver or manager of a company property or being involved in the promotion, formation or management of a company); or
• their nomination for election to the Committee of Management has been rejected during the period between the return of the completed nomination form and the commencement of the relevant Annual General Meeting; or
• at an annual general meeting, they have served as a Committee Member for a continuous period in excess of nine years and the Committee of Management has not resolved to permit them to stand again or otherwise be nominated for re-election.

As part of the process of receiving nominations and electing new Committee Members at the AGM, RSLs should receive a declaration from potential Committee Members confirming that they are eligible to become a Committee Member in line with their Rules. A record of such declaration should be retained by the RSL.  Committee Members are also required to sign the Governing Body Members’ Code of Conduct when they are appointed and annually thereafter. They are obliged to adhere to that code in all areas of their responsibility as a Committee Member. Committee Members themselves have the primary responsibility to declare ineligibility and either withdraw from election or step down, but the Committee should take reasonable steps to satisfy itself that nominees and members are eligible.  

It should also be noted that the new Charities (Regulation and Administration) (Scotland) Act 2023, which was passed by Parliament on 28 June 2023 and received Royal Assent on 9 August 2023, includes new grounds for disqualification from being a charitable trustee. This includes, amongst other things, a conviction for perverting the course of justice; a conviction under the proceeds of crime legislation; and a sexual offences conviction, subject to notification. The new requirements will be introduced on a phased approach, and it is anticipated that the additional grounds for disqualification will be introduced in the summer of 2025.

We have an experienced team that are able to advise on all issues relating to Committee Member eligibility. Please contact our team here if you would like more information advice.