Constitutional Review Update Extraordinary General Meeting 28 th August 2013

Approach Past Lack of clarity Alignment with laws and regulation Drafting issues Present Proposed changes Tender for services Redrafting process Informal agreement Future Member Consultation Special resolution Regulatory review PCO approval What brought about the present review Where have we reached in the process What remains to be completed

Stimulus for review Lack of clarity of certain clauses leading to interpretive differences; On further reading: A need to update in line with prevailing legislation and regulatory practice Anachronistic language OSCR recommended that, if cost effective to do so, then it would benefit the Society to review the constitution

Process to date Specification of proposed core changes agreed by Board Invited tenders for legal services to support revision of the constitution Appointed Anderson Strathern (AS) to undertake redraft &PCO approvals Advised by AS to seek clearance from OSCR and PCO prior to consultation with members

To completion Consultation with membership in inclusive, open and transparent manner Revisions as appropriate and, if material, consult with OSCR and PCO Response to consultation Presentation of Special Resolution at AGM 2014 Seek formal approval of revised constitution from OSCR and then PCO

Material changes Charter No material changes CEO updated language of Objects Statutes Appointment and removal of trustees Improve flexibility on committees and working parties Enfranchisement of whole membership Align time limits with prevailing legislation Quorum in general meeting – 50 General Meetings Communication methods aligned with modern practice

Consultation process I Objectives Inclusive Transparent Proactive Timing Published by 30 th September Conducted from 1 October 2013 to 31 January 2014 Part A – meetings – Up to meetings at 3 locations - EAST, WEST, CENTRAL and NORTH – Up to 50 members at each meeting facilitated by 5 trustees per meeting – If needed 1 more meeting where a concentration of members exists Part B - survey – In-line survey link from RZSS website – Randomised selection of 200 members for which no address known

Consultation process II Proposed Change Rationale for change Views Expressed Board Conclusion Rationale for decision Consultation will be summarised and published to members thus: