Constitution

WHEREAS:- (1) there have been no updates to the Regulations for the guidance of the Burgesses of Guild of Aberdeen (“the Burgesses of Guild”) and the discharge of the duties of the Lord Dean of Guild (“Lord Dean”) and the Assessors since 1995; (2) over the intervening years, it has proved necessary to implement certain changes to the way that certain aspects of said Regulations have been implemented in practice; and (3) further changes are required in order to ensure that the Burgesses of Guild have a constitutional framework which provides the required guidance,  is compliant with all relevant legislation and generally takes account of current standards of good governance and modern communication methods;

NOW THEREFORE IT IS AGREED THAT THE BURGESSES OF GUILD SHALL HAVE THIS CONSTITUTION, WHICH PROVIDES AS FOLLOWS:

I          STRUCTURE

1. Admission of appropriately qualified individuals to membership of the Burgesses of Guild shall continue to be regulated by the Lord Dean and the Assessors and shall be subject to such standards and procedures as they may (with approval of the Chief Executive of Aberdeen City Council (“City Council”), if appropriate) agree from time to time. 
2. Duly appointed Burgesses shall have the right to participate in general meetings of the membership (whether Annual Meetings and/or Special Meetings) and shall have one vote each in relation to matters put to a general vote before such meetings.
3. The Burgesses of Guild shall elect from their number a person with appropriate attributes and qualifications to serve as the Lord Dean (pursuant to the requirements set out herein). The Lord Dean is the senior official representative of the Burgesses of Guild and shall have primary responsibility for managing the organisation (including chairing all general members’ meetings and Assessors’ meetings) and for making submissions and recommendations on behalf of the Burgesses of Guild to: (i) the Guildry and Mortifications Committee, in relation to proposed expenditure from the Guildry and Mortifications Fund, including, without limitation, support for persons or initiatives pursuant to the Trust Deed and/or support for Burgesses, widows of Burgesses and/or daughters of Burgesses, who are experiencing hardship; and (ii) the City Council via their Chief Executive (in respect of all matters which require full City Council approval).
4. The Burgesses of Guild shall elect from their number persons with appropriate attributes and qualifications to serve as Assessors (pursuant to the requirements set out herein). The Assessors are responsible for supporting the Lord Dean in the governance and operations of the organisation. They shall meet regularly under the chairmanship of the Lord Dean in Assessors’ meetings and shall contribute their independent views and thoughts in good faith for the benefit of the organisation as a whole.

II         REGISTER OF MEMBERS:

1. The Lord Dean shall ensure that a Register of Burgesses of Guild is kept and that it is properly maintained. The Register will consist of the following information obtained by consent from Burgesses on admission (and updated thereafter as may be the case by each individual Burgess):-
   1. full name and address
   1. date of birth
   1. contact telephone number(s)
   1. email address
   1. the date on which they were admitted as a Burgess
   1. confirmed mode of communication e.g. by email; notification of website posting; by letter.

III       EXPULSION

1. Any Burgess may be expelled from membership on the ground that their behaviour or conduct (a) could be perceived as bringing the Burgesses of Guild into disrepute; and/or (b) has fallen below the standards expected by the Lord Dean and the Assessors and, if such behaviour or conduct had been known to the Lord Dean and the Assessors prior to the individual’s admission as a Burgess, the application for such admission would reasonably been declined, subject to the following process:
2. Any Burgess who (acting in good faith) believes that there is a reasonable basis to expel a Burgess in accordance with this provision, may submit a motion to the Lord Dean which (a) states in reasonable detail the facts that support their belief and therefore justify expulsion; (b) is signed by them; and (c) is also counter-signed by at least two other Burgesses who are of the same belief.
3. Upon receipt of said motion the Lord Dean shall convene a meeting to decide whether to grant or refuse such motion and invite the Assessors, the Burgesses who have signed and counter-signed the motion, and the Burgess who is the subject of the motion to participate, subject to the following procedures:

1. at least 21 days’ notice of the terms of the motion and the date, time and place of the meeting must be given to the Burgess who is the subject of the motion.
   1. the Burgess who is the subject of the motion will be entitled to be heard at the meeting.
      1. any Burgess who has signed or counter-signed the motion may – at the discretion of the Lord Dean – be invited to be heard at the meeting.
      1. notice of the proposed meeting must be issued to all Assessors at least 21 days prior to the proposed date of meeting.
      1. A decision to grant the motion to expel a Burgess shall only be competent if it is supported by two-thirds of the votes cast by the attending Assessors and the Lord Dean. For the avoidance of doubt, other attendees at the meeting, such as the Burgess who is the subject of the motion or a Burgess who has submitted a motion, shall not have any vote (unless such Burgess is an Assessor or the Lord Dean and would have a vote in that capacity).

IV        TERMINATION OF MEMBERSHIP

Membership of the Burgesses of Guild shall terminate on expulsion or death.

V         ANNUAL MEETING:        

1.     An Annual Meeting of the Burgesses of Guild will be held within the Town House, Aberdeen, on the second Tuesday in May of each year at a time to be determined by the Lord Dean, for the following purposes: –

1. to consider, and, if so advised, to approve the accounts of the Guildry & Mortifications Trust Fund, submitted by the Lord Dean and the Assessors. The Chief Finance Officer or such appropriate officer of the City Council as may be designated will attend the Annual Meeting for the purpose of talking to, and be available for questions on, said accounts;
2. to consider and determine such other matters as may be submitted by the Lord Dean and the Assessors;
3. to consider, and, if appropriate, determine such matters as may be submitted to them by the City Council for the views of the Burgesses of Guild;
4. to consider, and, if so advised, to approve any timeously intimated amendments to this Constitution;
5. to transact such other competent business as the Lord Dean (or, whom failing, the Presiding Assessor) may, in their sole discretion, approve; and
6. to receive from the Returning Officer declarations as to the election of the Lord Dean and as to the adoption of nominations of Burgesses for recommendation to the City Council for appointment as Assessors.

VI        NOTIFICATION OF ANNUAL MEETING        

1. The Lord Dean (or, in the event of there being a vacancy in the office of Lord Dean for the time being, the Assessors) shall call each Annual Meeting in accordance with the following procedures:-

1. by posting details of the Annual Meeting on the Burgesses of Guild website;

• by sending an email to each Burgess who has intimated email as their preferred method of contact; and

• by issuing letters to all Burgesses with no email addresses or who have specifically requested post as their preferred method of contact.

• All such notices must be issued not later than twenty-eight days before the date of the Annual Meeting intimating the following:-
• the place, date and time of the meeting,
• minutes of last Annual Meeting
• audited accounts for the Guildry & Mortifications Trust
• a list of all persons admitted as Burgesses since the previous Annual Meeting.

• a list of all Burgesses deceased (or expelled) since the date of last Annual meeting
• a list of all vacancies to be considered at the Annual Meeting
• the date by which nominations for such positions must be lodged with the Chief   Executive of the City Council or such other officer of the City Council as may be designated for that purpose by the Chief Executive (or, which failing, by the City Council) (“the Returning Officer”).

VII  RECEIPT OF ANNUAL MEETING NOTIFICATION

Provided that reasonable efforts have been made in good faith to comply with the above notice requirements, the failure by any particular Burgess(es) to receive notice of an Annual Meeting, or of any of the accompanying information will not invalidate any proceedings at such meeting.

VIII    CHAIRMANSHIP OF ANNUAL MEETING

The Lord Dean (or in their absence, such Assessor as the Assessors in attendance shall determine (“Presiding Assessor”), shall act as Chair of the Annual Meeting, provided that, at any Annual Meeting at which an election to the office of Lord Dean falls to be declared, the retiring Lord Dean shall vacate the Chair upon the conclusion of all business other than that of the election of the Lord Dean and the Returning Officer will thereupon preside over the meeting until such time as the election of the Lord Dean has been declared and the successful candidate has taken the Chair.

IX        SPECIAL MEETINGS

1. The Lord Dean and/or the Assessors may arrange a Special Meeting, or extraordinary general meeting of the Burgesses of Guild on reasonable notice at any time.
2. Without prejudice to the generality of the previous provision, the Lord Dean and the Assessors shall be obliged to convene a Special Meeting if they are requested to do so by a notice from a number of Burgesses who amount to 5% or more of the total membership  at the time, providing that:

1. The notice states the purposes for which the meeting is to be held; and
2. Those purposes are not inconsistent with the terms of this Constitution,  or any other statutory provision.
3. The Lord Dean and the Assessors will be taken to have received the notice on the date on which they receive sufficient documents and/or emails to equal or exceed the 5% threshold referred to above.
4. The date for the Special Meeting  must not be later than 21 days from the date on which  notice (as determined above) is received.
5. The notice calling any Special Meeting must specify in general terms the nature of the business to be dealt with at the meeting; and, in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s).
6. Notice of the Special Meeting must be given to all Burgesses in accordance with the process and procedures of an Annual Meeting.
7. If Burgesses are to be permitted to participate in a Special Meeting by way of audio-visual link(s), the notice (or notes accompanying the notice) must set out details of how to connect and participate via that link or links.

X         REMOTE PARTICIPATION IN MEETINGS

1. The Lord Dean may, if they consider appropriate, make arrangements for Burgesses to participate in meetings by way of audio-visual link(s), provided that:
2. the notice calling the meeting (or notes accompanying the notice) contains the information required to enable access via audio-visual link.
3. An individual attending a meeting via an audio-visual link which allows them to hear and be heard will be deemed to be present in person at such meeting for all purposes, including voting. The Lord Dean may make such arrangements as they deem fit in relation to the communication and recording of votes to be cast by Burgesses attending remotely.
4. Burgesses in receipt of the information required to enable access via audio-visual link shall treat this information as confidential and to be used for the sole purpose of their proper participation in the meeting.
5. The Lord Dean (or other chair of the meeting) shall ensure, so far as reasonably possible, that those Burgesses who participate via an audio-visual link are not disadvantaged with regard to their ability to contribute to discussions at the meeting, as compared with those Burgesses who are attending in person (and vice versa).
6. A Burgess cannot insist on participating in a meeting, or voting at a meeting, by any particular means.

XI          ELECTIONS, APPOINTMENTS and RESIGNATIONS

1. No person will be entitled to be elected to the office of Lord Dean unless they are a Burgess of Guild of at least five years’ standing.
2. Subject to the provision of this Constitution, a Lord Dean will be elected to serve a term of four years (hereafter referred to as “a full term of office”) and will be eligible for re-election for only one further full term of office.
3. Notwithstanding the foregoing provisions of this Constitution, the term of office of a Lord Dean of Guild will be deemed to have terminated if he or she gives written notice of resignation to the Chief Executive of the City Council.
4. At any meeting of the Lord Dean and the Assessors, the Lord Dean and three Assessors will constitute a quorum. Where the number of Assessors in office is less than three, then the quorum shall be reduced to that number of Assessors, together with the Lord Dean, to act, but only for the purpose of nominating (an)other Burgess(es) to fill (a) casual vacancy/ies.
5. No person will be entitled to be appointed an Assessor unless he or she is a Burgess of Guild of at least five years’ standing.  No person who has held the office of Lord Dean for a full term will be entitled to be appointed an Assessor.
6. The maximum number of Assessors will be six of whom three will constitute a quorum for the purposes of any meeting of Assessors called when there is a vacancy in the office of Lord Dean.
7. No Burgess of Guild may be nominated both for election to the office of Lord Dean and for recommendation to the City Council to fill a vacancy in the office of Assessor, at the same meeting.
8. The nomination of a Burgess of Guild for election to the office of Lord Dean, or for recommendation to the City Council to fill a vacancy in the office of Assessor, will be effected by the submission to the Returning Officer of a written nomination by a Burgess of Guild of at least five years’ standing, seconded in writing by another Burgess of Guild also of at least five years’ standing and accompanied by a statement, signed by the nominee, that he or she is prepared to accept election or appointment to the office to which the nomination relates; and such nomination, to be effective, must be lodged with the Returning Officer not later than twenty-eight clear days before the Annual Meeting at which the vacancy falls to be filled. Any such nomination may be accompanied by a written submission of no more than 200 words (hereinafter referred to as “a supporting submission”) which may provide information on the nominee’s career, experience, attributes and interests, and any other information considered to be relevant.
9. If the number of nominations submitted and not timeously withdrawn in respect of an office exceeds the number of vacancies, the election of a Lord Dean, or the adoption of recommendations for the appointment of  (an) Assessor(s), as the case may be, shall be decided by way of ballot, to be conducted in accordance with the provisions of the following paragraphs of this Constitution.

XII      PROCESS AND PROCEDURE       0.

1. At each Annual Meeting at which an election to the office of Lord Dean, or the adoption of a recommendation for the appointment of (an) Assessor(s) to falls to be declared, the following procedures will apply: –   

• The Lord Dean (or, in the event of there being a vacancy in the office of Lord Dean for the time being, the Assessors) will send to every Burgess:

1. Details of the persons nominated as aforesaid and their proposers and seconders.
2. A copy of each supporting submission lodged with the Returning Officer in accordance with the provisions of this Constitution.
3. Ballot information confirming the method by which votes may be cast (whether electronically, in person, or by post, as may be determined at the discretion of the Lord Dean) to the Returning Officer, or appropriate Council Officer designated to undertake the Returning Officer’s duty of ballot counting.
4. At any time prior to the day of issue of ballot papers to Burgesses, any nominee will be entitled to intimate to the Returning Officer his or her withdrawal, and in that event the name of such nominee will be excluded from the ballot.

• Subject to the provisions of this Constitution, each Burgess of Guild will be entitled to cast their vote in each such ballot only in compliance with the ballot information aforesaid and by ensuring that such ballot must reach the Returning Officer, or delegated Officer no later than 5 p.m. on the Tuesday falling one week before the day of the Annual Meeting.

• No person who is a pensioner or annuitant of the Guildry & Mortification Trust Funds, or who has otherwise received financial assistance from any of the Guildry Funds during the preceding 12 months, will be entitled to vote.

• The Returning Officer will arrange for the votes in such ballot to be counted, and will instruct such re-count(s) as they in their sole discretion consider appropriate.  Upon request, an Assessor may witness and audit the count for an election for the office of Lord Dean; and/or the Lord Dean  may witness and audit the count for an election for the office of an Assessor.

• On completion of the count, the Returning Office will place the details of the result and the ballot papers in a safe and secure place until the Annual Meeting of the  Burgesses.

1. The successful candidate in a vote for the filling of a vacancy in the Office of Lord Dean or for the adoption of a recommendation for the filling of a single vacancy in the Office of Assessor shall be the candidate receiving the greatest number of votes cast, whether or not they receive an absolute majority of the votes cast.  In the event of an equality of votes resulting in the need for a choice between two or more candidates, either for the purpose of deciding which candidate shall be appointed Lord Dean or which candidate(s) shall be recommended for appointment as (an) Assessor(s), or for the purpose, in a vote dealing with both regular and casual vacancies in the Office of Assessor, of deciding which candidate or candidates shall be recommended for appointment to fill a regular vacancy, and which shall be recommended for appointment to fill a casual vacancy, the matter will be decided by lot.

• Notwithstanding the foregoing provisions, in the event of a vacancy in the office of Lord Dean occurring during the period of forty-two days before the date of an Annual Meeting at which an election to that office falls to be declared, the procedures set out in this Constitution for the election of a Lord Dean will not be carried out so as to lead to a declaration of election at that Annual Meeting, but will be postponed so as to lead to a declaration of election at a special meeting to be called by the Assessors and to be held on a date no later than six weeks after the date of the Annual Meeting and the provisions of this Constitution shall apply, all necessary changes having been made, to the notice of such special meeting, and to the processes of nomination, voting, counting and declaration of result in respect of the election.  The term of office served by a Lord Dean as a result of election at such Special Meeting will be deemed to be a full term of office.

• If the number of nominations submitted and not timeously withdrawn in respect of the office under consideration does not exceed the number of vacancies, in the case of the election of the Lord Dean, the Returning Officer will declare the nominee duly elected and, in the case of the recommendations for the appointment of (an) Assessor(s), the Returning Officer will declare the nomination(s) duly adopted for submission to the City Council.

• If the number of nominations submitted and not timeously withdrawn in respect of the office under consideration exceeds the number of vacancies, the Returning Officer will announce the result of the ballot and, in the case of the election of the Lord Dean will declare the successful candidate duly elected and, in the case of recommendations for the appointment of (an) Assessor(s), will declare the successful candidate(s) duly adopted for recommendation to the City Council.

• Any vacancy left unfilled following the deliberations of an Annual Meeting, by reason of the insufficiency of nominations duly submitted to fill the relevant vacancies, or for any other reason, may be filled in accordance with the provisions of this Constitution.

• The Lord Dean will forthwith submit to the City Council for early consideration the recommendations of the Burgesses of Guild for appointment to the office of Assessor.

• Subject to the provisions of this Constitution, in the event of a casual vacancy arising: (i) in the office of Lord Dean, the Assessors then in office will elect a Burgess to be Lord Dean; or (ii) in the office of Assessor, the Lord Dean and Assessors then in office will recommend a Burgess to be an Assessor; in either case, to fill the relevant vacancy until a Burgess  has been elected or recommended to fill the vacancy in terms of this Constitution.

• Where, at any Annual Meeting at which three vacancies in the Office of Assessorare to arise in terms of the Constitution, and a casual vacancy or vacancies in the Office of Assessoris/are also to arise by virtue of the provisions of this Constitution, the two processes of appointing nominees for the regular and casual vacancies will be conjoined.  If the number of Burgesses nominated exceeds three, a single ballot will be held and the three nominees receiving the greatest number of votes cast shall be declared duly adopted for recommendation to the City Council to fill the regular vacancies, and the nominee or nominees receiving the next highest number or numbers of votes cast shall be declared duly adopted for recommendation to the City Council to fill the casual vacancy or vacancies.  If the number of Burgesses nominated does not exceed three, the Burgesses nominated shall be declared duly adopted for recommendation to the City Council to fill the number of regular vacancies equivalent to the number of Burgesses nominated.

XIII    TERMS OF OFFICE

1. Subject to the provision of this Constitution, an Assessor will be appointed to serve a term of office extending from the date of their appointment by the City Council until conclusion of the Annual Meeting which falls in the fourth year after the Annual Meeting at which the recommendation of that appointment is adopted by the Burgesses of Guild and will be eligible for re-appointment as Assessor for only one further continuous such term of office.
2. An Assessor may serve only two consecutive full terms of office, save that an Assessor who has previously served two consecutive full terms of office may be eligible to be re-appointed / re-elected to a third term of office provided that (a) a period of at least one year has elapsed between the cessation of their second consecutive full term of office and such proposed re-appointment / re-election; and (b) the Lord Dean is satisfied that such re-appointment / re-election is in the best interests of the Burgesses of Guild.  No Assessor may serve more than three full terms of office.
3. Notwithstanding the foregoing the term of office of an Assessor will be deemed to have immediately terminated if any of the following events occur:-
4. if the Assessor give written notice of resignation to the Lord Dean or to the Chief Executive of the City Council; or
5. if the Assessor is absent from three consecutive meetings of the Lord Dean and Assessors without the prior approval of the Lord Dean; or
6. if the Assessor is elected to the office of Lord Dean.
7. Notwithstanding the provisions of this Constitution, where a Burgess has been appointed by the City Council pursuant to a recommendation by the Lord Dean and Assessors for the filling of a casual vacancy, that Burgess will, unless he or she gives written notice to the Returning Officer to the contrary, be deemed to be a candidate for the filling of the vacancy at the next succeeding Annual Meeting and it will not be necessary for him or her to be nominated in terms of  XI of this Constitution. If no other Burgess is nominated, in the period prior to that Annual Meeting, for recommendation to the Council for the filling of that vacancy, the Returning Officer will, at that Annual Meeting, declare the nomination of that Burgess duly adopted for submission to the Council.

XIV       This Constitution will come into operation on the day following approval by the Burgesses of Guild at the Annual Meeting or, where appropriate at a Special Meeting called for that purpose, from which date all previous Regulations will be revoked.

XV      Any proposal for amendment to this Constitution shall be submitted in writing to the Chief Executive of the City Council, or such other officer of the City Council may designate for that purpose and shall specify the amendment(s) sought to be made.  Any such proposal shall be submitted not later than twenty-one days before the date of the Annual Meeting or Special Meeting and shall be intimated to each Burgess by the Lord Dean along with the notice calling the Annual or Special Meeting.  Any such proposal shall be considered and dealt with at that meeting and shall require approval by a majority of Burgesses voting.

Updated LDSH 13th May 2025