Constitution – ABS Scotland Group

1. Name

The Name of the Group shall be the ABS Scotland Group

2. Objects

The objects of the Group shall be :-

(a) To promote, encourage and facilitate the introduction of Licensed Legal Service Providers (commonly referred to as Alternative Business Structures) to Scotland as provided for under the Legal Services (Scotland) Act 2010 as amended or to be amended by the Regulation of Legal Services (Scotland) Act 2025 and any subsequent legislation.

(b) To promote a forum for consultation and for making proposals to The Scottish Government, The Scottish Parliament, The Law Society of Scotland (as regulator of Licensed Legal Service Providers) and other relevant bodies in relation to the law and regulation as it affects Licensed Legal Service Providers in Scotland.

3. Membership

Membership of the Group shall be open to anyone or any organisation that has an interest in the objects of the Group. There shall be three classes of membership:

Ordinary Members: Law Firms (including sole practitioners) or Licensed Legal Service Providers regulated by the Law Society of Scotland.

Associate Members: Organisations or individuals with an interest in ABS in Scotland, whether as possible market entrants, funders, strategic advisers or others.

Supporter Members: Anyone who does not qualify for Ordinary Membership or does not wish to be an Associate Member but wishes to support ABS in Scotland.

The Committee shall have the right to refuse membership to any applicant without giving reasons. A decision to refuse membership shall be subject to confirmation by the Group at the next following Annual General Meeting.

4. Office Bearers and Committee

(a) The Committee shall consist of a number of individuals representing Ordinary or Associate Members of the Group, not exceeding six, and providing that at least three Members of the Committee shall represent Ordinary Members, as shall be appointed in accordance with paragraphs (d), (f) and (g) infra. Subject to paragraph (c) infra, a Committee Member shall retire after 3 years, but may offer themselves for re-election. Prior to the first Annual General Meeting, the Committee shall initially consist of Marie Macdonald (Miller Samuel Hill Brown), Brian Inkster (Inksters) and Rob Aberdein (Simpson & Marwick).

(b) The only office bearer of the Committee shall be the Secretary, who must represent an Ordinary Member of the Group, to be elected from the elected Members of the Committee at its meeting after the first Annual General Meeting and thereafter at its first meeting following the Annual General Meeting in every year. Prior to the first Annual General Meeting, the Secretary shall be Marie Macdonald (Miller Samuel Hill Brown).

(c) One-third of those representing Ordinary or Associate Members of the Group elected to the Committee at the first Annual General Meeting shall retire by rotation at each of the second, third and fourth Annual General Meetings of the Group, such one-third to be selected by lot.

(d) The Committee shall from time to time be entitled to co-opt an individual representing any Ordinary or Associate Member of the Group to serve as a member of the Committee to fill any casual vacancy, which may occur among elected members, or to increase the number of individuals on the Committee, but not to exceed six, and providing that at least three Members of the Committee shall represent Ordinary Members. Any such individual committee member shall retire at the Annual General Meeting at which the elected member of the Committee, who they replaced, would be due to retire or at the next Annual General Meeting if they did not replace anyone, but in either case may offer themselves for election.

(e) The Committee shall from time to time be entitled to appoint any elected member of the Committee, who represents an Ordinary Member, as Secretary to fill any casual vacancy in this office which may occur, which appointment shall continue until the next Annual General Meeting.

(f) Nominations of individuals representing Ordinary or Associate Members of the Group to fill a vacancy on the Committee must reach the Secretary of the Group not less than twenty eight days before the date of the relevant Annual General Meeting and each nomination must be signed by a proposer and a seconder and by the nominee, all being current Ordinary or Associate Members of the Group. The nomination must contain the nominee’s full name, address and e-mail address together with the name of the Ordinary Member whom they represent.

(g) If there are more candidates for election to the Committee than the number of vacancies the resulting competition shall be decided by e-mail ballot. The result of the ballot shall be announced by the Secretary at the Annual General Meeting.

(h) Three members of the Committee shall constitute a quorum for meetings of the Committee.

5. Duties of the Committee

The Committee shall be responsible for furthering the objects of the Group, for organising the Group and its activities and for the relations of the Group with other Associations or bodies and such other tasks given to it by the members at any Annual General Meeting.

6. Finance

(a) The Secretary shall also be the Treasurer of the Group.

(b) The funds of the Group shall be:-

(i) Such annual subscriptions as shall be set by the Annual General Meeting (the initial subscriptions being set at £200 per annum for Ordinary Members; £100 per annum for Associate Members and no charge for Supporter Members);

(ii) Any other funds received by the Group.

(d) The Secretary shall keep a record of the funds of the Group and shall present the Accounts of the Group at each Annual General Meeting.

7. Annual General Meeting

(a) The Annual General Meeting shall be held annually on a date and at a time and place (which can be online) to be determined by the Committee who shall give at least six weeks’ notice thereof by such means as the Committee shall decide.

(b) The business of the Annual General Meeting shall consist of:-

(i) The reception of the Secretary’s report on the previous year’s activities of the Group.

(ii) The consideration and approval of the Accounts of the Group.

(iii) The report by the Secretary of the election of members to the Committee.

(iv) Any other business of which notice may have been given or which may be permitted to be raised without notice.

(v) Any matter relating to the business of the Group specified in a requisition made by not less than five Members of the Group and received by the Secretary not less than twenty-eight days before the meeting. Provided that the Secretary may allow any matter to be raised at the Annual General Meeting without such previous written notice as aforesaid.

(c) An Agenda will only be sent out to Members prior to an Annual General Meeting if any additional matters are raised by Members in terms of paragraph 7(b)(v) above.

(d) The Secretary of the Committee shall act as Chair of the Annual General Meeting, failing whom any Member of the Committee, representing an Ordinary Member of the Group, elected to the Chair by the Members of the Group present at the Annual General Meeting. Subject to the provisions of this constitution all decisions shall be taken by a majority vote of the Ordinary and Associate Members present at the meeting and in the event of equality the Chair shall have a second or casting vote.

8. Special General Meeting

(a) A Special General Meeting of the Group shall be convened by the Secretary on the instructions of the Committee or on a requisition signed by not less than five Members of the Group. The requisition must state the objects of the meeting. It must be deposited with the Secretary and may consist of several documents in like form each signed by one or more requisitionists.

(b) A Special General Meeting required by requisition shall be held within twenty eight days of receipt of the requisition and shall, subject to the provisions of this article, be held on such date, time and place (which can be online) as the Committee may appoint.

(c) Fourteen days’ notice of a Special General Meeting and the business requisitioned shall be given to Members of the Group by such means as the Committee may decide.

9. Amendment of Constitution

The Group may at any General Meeting by a majority vote of the Ordinary Members present at the meeting amend this constitution provided that notice of the Motion either in an agenda sent out in terms of paragraph 7(b)(v) or 8(c) has been given to the Members of the Group in the same manner as provided for in paragraph 7(a).

10. Winding Up

The Group may at any General Meeting decide by a majority vote of the Ordinary Members present at the meeting that the Group shall be wound up provided that Notice of a Motion to this effect has been given to the Members of the Group in the same manner as provided for in paragraph 7(a). In this event, the funds of the Group shall be dispersed to the Ordinary and Associate Members of the Group in such proportions as the Committee shall determine.