THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

of

SCOTTISH MEDIATION NETWORK (“the Company”)

1 Definitions and Interpretation

1.1 In these Articles:-

“the Act” means the Companies Act 1985 and every statutory modification,
amendment or re-enactment thereof for the time being in force;

“the Board” means a quorate meeting of the Directors;

“Chairman” means the chairman of the Board appointed pursuant to

article 16.1 below; “the Directors” means the Directors from time to time of
the Company;

“electronic communication” has the meaning given to it by the Electronic

Communications Act 2000;

“electronic signature” means anything in electronic form which the

Directors require to be incorporated into or otherwise associated with an
electronic communication for the purpose of establishing the authenticity or
integrity of the communication;

“Inaugural AGM” means the first annual general meeting of the Company
to be convened by the Directors in accordance with Article 15.2 below;

“Members” means the members of the Company admitted pursuant to

Articles 3 and 4 below;

“Organisation” means a company, incorporated or unincorporated

association, national or local governmental organisation, quasi-
governmental organisation or other body which, in the opinion of the
Directors, is not formed or operated for profit;

“Person” means a natural person; and

“Representative” means a Person nominated by an Organisation as its

representative in accordance with Article 3.5 below.

1.2 Any reference in these Articles to a provision of the Act shall be taken to
include any statutory modification or re-enactment of that provision which is
in force at the time.

1.3 References in these Articles to the singular shall be deemed to include the
plural.

C:\DOCUME~1\ADMINI~1\LOCALS~1\TEMP\BCL TECHNOLOGIES\EASYPDF 4\@BCL@10014E65\@BCL@10014E65.DOC

 2

1.4 References in these Articles to the masculine shall be deemed to include the
feminine and vice versa.

2 Membership

2.1 The subscribers to the memorandum of association and such other Persons
and Organisations as are admitted to membership under articles 3 and 4
shall be the members of the Company.

2.2 A Member may not transfer his membership to any other person.

2.3 There shall be no maximum number of members.

3 Qualifications for Membership

3.1 Membership shall be open to all Persons and Organisations who support the
aims and objectives of the Company and who are admitted to membership
under this article and article 4 below.

3.2 The rights and benefits of membership shall, subject to the provisions of
these Articles, be decided by the Board from time to time. The Board may at
its sole and unfettered discretion at any time create different classes of
membership (including, without prejudice to the foregoing generality,
honorary membership made available to such Persons or Organisations as
the Board shall think fit in recognition of outstanding services to the objects
of the Company), having such rights, obligations and benefits as the Board
may from time to time think fit.

3.3 The Directors shall be entitled at their discretion to refuse to admit any
Person or Organisation to membership even if he or it is qualified for
membership under this article 3.

3.4 Each Organisation admitted to membership shall exercise its rights as a

member through its Representative, who may alone exercise those rights
and receive those benefits on behalf of the Organisation. Without prejudice
to the foregoing generality the duly appointed Representative of any
Organisation which is a Member of the Company shall be authorised to act
as the representative of that Organisation at any general meeting of the
Company and shall be entitled to exercise the same powers on behalf of the
Organisation at any such meeting as that Organisation could have exercised
if it were an individual Member of the Company.

3.5 An Organisation’s first representative shall be the Person intimated to the

Company in accordance with clause 4.2 in its application for membership.
An Organisation may from time to time change its Representative by notice
in writing served on the Company at the registered office.

3.6 Members shall be required to pay to the Company an annual subscription. The
rate of annual subscription for the calendar year during which the Inaugural
AGM of the Company is held shall be fixed by the Board. Thereafter the rate
of annual subscription for each subsequent calendar year shall be fixed by
Ordinary Resolution at each subsequent annual general meeting of the
Company.
 3

3.7 All subscriptions shall be paid in respect of a calendar year however a Member or
applicant for membership may be permitted at the discretion of the Board to
pay a proportion of the annual subscription for part only of a year.

4 Application for Membership

4.1 Any Person or Organisation who wishes to become a Member shall lodge
with the Company either (i) a written application for membership (in such
form as the Directors require), signed by him or, in the case of an
Organisation, on its behalf; or (ii) if the directors so resolve an application
given by way of electronic communication.

4.2 A Person or Organisation applying for membership shall lodge with the
company:-

4.2.1 such information and evidence in support of his or its application

as the Directors require; and

4.2.2 in the case of an Organisation, details of the identity of its

proposed Representative.

4.3 Each application for membership shall be considered by the Directors at the
first meeting of the Directors which is held after receipt by the Company of
the written application (and, if required by the Directors, supporting
information and evidence) required under articles 4.1 and 4.2.

4.4 The Directors shall, within a period of seven days after the meeting at which
an application for membership is considered, notify the applicant in writing of
the Directors’ decision as to whether or not to admit him/her to membership.

5 Termination of Membership

5.1 The Board may at its sole and unfettered discretion at any time terminate the
membership of any Member who has in the opinion of the Board of Directors
brought the Company or the purposes of the Company into disrepute.

5.2 A Member may at any time withdraw from membership of the Company by
giving at least seven clear days' notice to the Directors.

5.3 The membership of any Member shall automatically terminate if that

Member shall fail to pay any applicable subscription by the date falling 3
months after the same becomes due for payment.

5.4 If a Member changes his mailing address but fails to notify new contact details
to the Company, his membership shall automatically terminate three months
after the Company becomes aware of that fact, unless, with that three month
period, the Company has been notified of or has been able to establish new
contact details.
 4

6 General Meetings

6.1 All general meetings other than annual general meetings are to be called
extraordinary general meetings.

6.2 The Directors must convene an extraordinary general meeting if there is a

valid requisition by members (under section 368 of the Act) or a requisition
by a resigning auditor (under section 392A(2) of the Act).

6.3 Subject to the preceding article and to the requirements under section 366 of
the Act (which lay down the maximum period which can pass before the first
annual general meeting and the maximum period between one annual
general meeting and the next), the Directors may convene general meetings
whenever they think fit.

7 Notice of General Meetings

7.1 At least twenty-one clear days’ notice must be given of (a) an annual general
meeting or (b) an extraordinary general meeting at which a special
resolution (see article 8.1) or a resolution requiring special notice under the
Act is to be proposed; all other extraordinary general meetings shall be
called by at least fourteen clear days’ notice.

7.2 The reference to “clear days” in article 9.1 shall be taken to mean that, in
calculating the period of notice, the day after the notice is posted, and also
the day of the meeting, should be excluded.

7.3 A notice calling a meeting shall specify the time and place of the meeting; it
shall (a) indicate the general nature of any business to be dealt with at the
meeting and (b) if a special resolution (see article 8.1) (or a resolution
requiring special notice under the Act) is to be proposed, shall also state that
fact, giving the exact terms of the resolution.

7.4 A notice convening an annual general meeting shall specify that the meeting
is to be an annual general meeting.

7.5 Notice of every general meeting shall be given to all the Members and
Directors and (if there are auditors in office at the time) to the auditors.

8 Special Resolutions and Ordinary Resolutions

8.1 For the purposes of these articles, a “special resolution” means a

resolution passed by 75% or more of the votes cast on the resolution at an
annual general meeting or extraordinary general meeting, providing proper
notice of the meeting and of the intention to propose the resolution has been
given in accordance with articles 7.1 to 7.5; for the avoidance of doubt, the
reference to a 75% majority relates only to the number of votes cast in
favour of the resolution as compared with the number of votes cast against
the resolution, and accordingly no account shall be taken of abstentions or
members absent from the meeting.

8.2 In addition to the matters expressly referred to elsewhere in these articles,

the provisions of the Act allow the Company by special resolution:-
 5

8.2.1 to alter its name;

8.2.2 (subject to the provisions of the Act) to alter its memorandum of

association with respect to the company’s objects; and

8.2.3 to alter any provision of these articles or adopt new articles of

association.

8.3 For the purposes of these articles, an “ordinary resolution” means a

resolution passed by majority vote (taking account only of those votes cast
in favour of as compared with those votes cast against, and (as applicable)
the chairman’s casting vote) at an annual general meeting or extraordinary
general meeting, providing proper notice of the meeting has been given in
accordance with article 7.

9 Proceedings at General Meeting

9.1 No business shall be transacted at any meeting unless a quorum is present;

10%of the total number of Members, present in person or in the case of an
Organisation through its Representative, shall be a quorum.

9.2 Any director may participate in a Meeting by means of conference telephone

or other telecommunications equipment by means of which all persons
participating in a Meeting can hear each other speak and such participation
shall constitute presence in person for the purposes of a quorum. Where
any director participates in a Meeting by way of conference telephone or
other telecommunications equipment the Meeting shall be deemed to be
held at the place where the Chairman is.

9.3 If the quorum required under article 9.1 is not present within half an hour
after the time appointed for the meeting, or if during a meeting such a
quorum ceases to be present, the meeting shall stand adjourned to such
time and place as may be fixed by the chairman of the meeting.

9.3 The Chairman shall (if present and willing to act as chairman) preside as
chairman of the meeting; if the Chairman is not present and willing to act as
chairman within half an hour of the time appointed for holding the meeting,
the Directors present shall elect one of their number to act as chairman or, if
there is only one Director present and willing to act, he shall be chairman.

9.4 A Director shall, even if he is not a Member be entitled to attend and speak (but
not vote) at any general meeting.

9.5 The chairman may, with the consent of the meeting at which a quorum is present
(and must, if the meeting requests him/her to do so), adjourn the meeting but
not for a period in excess of thirty days; no notice need be given of an
adjourned meeting.

9.6 A resolution put to the vote of a meeting shall be decided on a show of hands
unless before the show of hands, or immediately after the result of the show
of hands is declared, a secret ballot is demanded by the chairman, or by at
least two Members present in person at the meeting.

9.7 If a secret ballot is demanded in accordance with the preceding article it shall be
taken at once, and shall be conducted in such manner as the chairman may
 6

direct; the result of the ballot shall be declared at the meeting at which the
ballot was demanded.

10 Votes of Members

10.1 Every Member shall have one vote which (whether on a show of hands or on
a secret ballot) must be given personally, or if the Member is an
Organisation by its representative, or by proxy.

10.2 Any Member (or if a Member is an Organisation, that Member’s

representative) may appoint a proxy as it thinks fit to act as his or her
representative at any Annual General Meeting, and the person so authorised
shall be able to exercise the same powers on behalf of the member which
he represents as that member could exercise if he were present at the
meeting.

10.3 On a poll votes may be given either personally or by proxy.

10.4 The instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorised in writing or if the appointer is a
corporation or unincorporated association under the hand of a duly
authorised officer.

10.5 In the case of an equality of votes, whether on a show of hands or on a

ballot, the chairman of the meeting shall be entitled to a casting vote in
addition to any other vote he may have.

11 An instrument appointing a proxy shall be in the following form or a form as

near thereto as circumstances admit:-

SCOTTISH MEDIATION NETWORK LIMITED

I/WE, of

, being a member/members/representative of an organisation being a

member of the above-named Company, hereby appoint
of
or failing him of

as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary,
as the case may be) General Meeting of the Company to be held on the
day of 200 , and at any adjournment thereof.

Signed this day of 200

Where it is desired to afford Members an opportunity of voting for or against a

Resolution the instrument appointing a proxy shall be in the following form or a
form as near thereto as circumstances admit:-
 7

SCOTTISH MEDIATION NETWORK LIMITED

I/WE, of

, being a member/members/representative of an organisation being a

member of the above-named Company, hereby appoint
of

as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary,
as the case may be) General meeting of the Company to be held on the
day of 200 , and at any adjournment thereof.

Signed this day of 200

This form is to be used in favour of/against* the Resolution. Unless otherwise

instructed, the proxy will vote as he thinks fit.

*Strike out whichever is not desired

12 The appointment of a proxy and any authority under which it is executed or a

copy of such authority certified notarially or in some other way approved by the
directors may:

12.1 in the case of an instrument in writing be deposited at the office or at such

place within the United Kingdom as is specified in the notice convening
the meeting or in any instrument of proxy sent out by the company in
relation to the meeting not less than 48 hours before the time for holding
the meeting or adjourned meeting at which the person named in the
instrument proposed to vote; or

12.2 in the case of an appointment contained in an electronic communication,

where an address has been specified for the purposes of receiving
electronic communications –

12.2.1 in the notice convening the meeting, or

12.2.2 in the instrument of proxy sent out by the company in relation

to the meeting, or

12.2.3 in any invitation contained in an electronic communication to

appoint a proxy issued by the company in relation to the
meeting,

be received at such address not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person named in
the appointment proposes to vote;

12.3 in the case of a poll taken more than 48 hours after it is demanded, or
deposited or received as aforesaid after the poll has been demanded and
not less than 24 hours before the time appointed for the taking of the poll;
or
 8

12.4 where the poll is not taken forthwith but is taken not more than 48 hours
after it was demanded, be delivered at the meeting at which the poll was
demanded to the chairman or to the secretary or to any director;

and an appointment of proxy which is not deposited, delivered or received

in a manner so permitted shall be invalid. In this regulation ‘address’ in
relation to electronic communications includes any number or address
used for the purpose of such communications.

13 Directors

Unless otherwise determined by special resolution, the maximum number of

Directors shall be 18.

14 Election, Retiral, Re-Election: Directors14.1 The first Directors of the

Company shall be those persons who are as at the date of incorporation of
the Company the members of the Policy Committee of the unincorporated
association known as “Scottish Mediation Network”.

14.2 The Directors shall within 18 months of the date of incorporation of the
Company convene the first annual general meeting of the Company. At the
Inaugural AGM and at each annual general meeting thereafter one third of
the Directors (other than the Appointed Directors) shall retire from office and
may offer themselves for re-election, provided that no Director shall remain
in office for a continuous period of more than nine years. A person, having
served nine years as a Director, may again offer himself for election as a
Director after a period of one year during which he has not served as a
Director. Those Directors to retire in each year shall be those who have
been longest in office since their last re-election, and in the case of Directors
last re-elected on the same date shall be determined by lot.

14.3 Any Member (or the Representative of any Organisation) who wishes to be
considered for election as a Director at an annual general meeting must
lodge with the Company a written notice (in such form as the Directors
require), confirming that he is willing to be appointed; the notice must be
signed by him and must be lodged with the Company at least seven days
before the date of the annual general meeting.

14.4 At an annual general meeting the Company may, subject to Article 14.6
below, elect as a Director any Member who has given notice of his
willingness to accept appointment in accordance with the preceding article.

14.5 The Company may at any annual general meeting re-elect any Director who
retires from office at the meeting under article 14.2 (provided he is willing to
act); if any such Director is not re-appointed, he shall retain office until the
meeting appoints someone in his place or, if it does not do so, until the end
of the meeting.

14.6 To achieve representation on the Board from Persons and from

Organisations and representation from the different parts of Scotland,
provided that sufficient Members offer themselves for election:-

14.6.1 6 Directors shall be Members who are Persons;

14.6.2 6 Directors shall be Persons who are Representatives; and

 9

14.6.3 4 further Directors or such other number as may be determined by

the Company in general meeting from time to time shall be
Persons who work outwith the EH and G postal code areas
comprising of 3 Directors from North of the M8 Line and 1
Director from South of the M8 Line or such other division as
may be determined by the Company in general meeting.

To achieve this number of Directors in each category, the vacancies in each

category shall be filled by those candidates from within it who receive the
largest number of votes. If there are insufficient candidates to reach the
minimum number of Directors in any of the foregoing categories then these
places shall remain vacant and shall be available for co-option within the
terms of Article 14.7.

14.7 The Directors may at any time appoint any Member (providing he is willing to
act) to be a Director to fill a vacancy in the number of directors as specified
in clause 14.6.

14.8 Any Director appointed pursuant to article 14.7 must resign at the AGM
following his appointment and offer himself for re-election in terms of article
15.6 above.

14.9 In addition to their powers of appointment under article 12.7, the Directors
may at any time appoint up to two further Members (other than an employee
of the Company) to be a Director (an “Appointed Director”) providing he is
willing to act.

14.10 At the conclusion of each annual general meeting (including the first) all Appointed
Directors shall vacate office. For the avoidance of doubt Appointed Directors
shall not be subject to retirement by rotation.

14.11 Immediately following each annual general meeting, the directors may re-appoint
any person who, as an Appointed Director, vacated office under the
preceding article at the conclusion of the annual general meeting; the
directors may alternatively appoint someone in his place or resolve not to fill
the vacancy.

15 Disqualification and Removal of Directors A Director shall vacate office if:-

15.1 he ceases to be a Director by virtue of any provision of the Act or becomes

prohibited by law from being a Director;

15.2 he is sequestrated;

15.3 he becomes incapable for medical reasons of fulfilling the duties of his
office and such incapacity is expected to continue for a period of more than
6 months;

15.4 he becomes an employee of the Company;

15.5 he resigns office by notice to the Company;

15.6 he is absent for a period of more than 6 months (without permission of the
Directors) from meetings of Directors held during that period and the
Directors resolve to remove him/her from office; or
 10

15.7 he is removed from office by ordinary resolution (special notice having been
given) in pursuance of section 303 of the Act.

16 Appointments to Office

16.1 Directors shall be appointed to hold the offices of chairman, vice chairman,
treasurer and any other offices which the Directors may consider appropriate.

16.2 The appointments under the preceding article shall be made at meetings of
Directors.

16.3 Each office shall be held (subject to article 16.4) until the conclusion of the
annual general meeting which next follows appointment; a Director whose
period of office expires under this article may be re-appointed to that office
under article 16.4 (provided he is willing to act).

16.4 If the appointment of a Director to any office under article 16.1 terminates, the
Directors shall appoint another Director to hold the office in his/her place.

16.5 The appointment of any Director to an office under article 16.1 shall terminate
if he ceases to be a Director or if he resigns from that office by notice to the
Company.

17 Directors’ Interests

17.1 Subject to the provisions of the Act and of clause 4 of the memorandum of
association and provided that he has disclosed to the Directors the nature and
extent of any personal interest which he has (unless immaterial), a Director
(notwithstanding his/her office):-

17.1.1 may be a party to, or have some other personal interest in, any
transaction or arrangement with the Company or any associated
company;

17.1.2 may be a party to, or have some other personal interest in, any transaction in
which the Company or any associated company has an interest;

17.1.3 may be a Director or secretary of, or employed by, or have some other
personal interest in, any associated company; and

17.1.4 shall not, because of his/her office, be accountable to the Company for any
benefit which he derives from any such office or employment or from
any such transaction or arrangement or from any interest in any such
company.

and no such transaction or arrangement shall be liable to be treated as void

on the ground of any such interest or benefit.

17.2 For the purposes of the preceding article an interest of which a Director has
no knowledge and of which it is unreasonable to expect him/her to have
knowledge shall not be treated as an interest of his/hers; the references to
“associated company” shall be interpreted as references to any subsidiary of
the Company or any other company in which the company has a direct or
indirect interest.
 11

18 Directors’ Remuneration and Expenses

18.1 No Director shall be entitled to any remuneration, whether in respect of

his/her office as Director or as holder of any office under article 17.1.

18.2 The Directors may be paid all travelling and other expenses properly incurred by
them in connection with their attendance at meetings of Directors, general
meetings or meetings of committees of Directors or otherwise in connection
with the carrying out of their duties.

19 Powers of Directors

19.1 Subject to the provisions of the Act, the memorandum of association and
these articles and to any directions given by special resolution, the business
of the Company shall be managed by the Directors who may exercise all the
powers of the company.

19.2 A meeting of Directors at which a quorum is present may exercise all

powers exercisable by the Directors.

20 Proceedings of Directors

20.1 Subject to the provisions of these articles, the Directors may regulate their
proceedings as they think fit.

20.2 Any Director may call a meeting of the Directors or request the secretary to
call a meeting of the Directors.

20.3 Questions arising at a meeting of the Directors shall be decided by a majority

of votes; in the case of an equality of votes, the chairman shall have a second
or casting vote.

20.4 The quorum for the transaction of the business of the Directors may be fixed
by the Directors and, unless so fixed at any other number, shall be 6.

20.5 The continuing Directors or a sole continuing Director may act notwithstanding
vacancies but if the number of remaining Directors is less than the number
fixed as the quorum, they or he may act only for the purpose of filling
vacancies or of calling a general meeting.

20.6 Unless he is unwilling to do so, the Chairman shall preside as chairman at

every meeting of Directors at which he is present. If the Chairman is unwilling
to act as chairman or is not present within fifteen minutes after the time
appointed for the meeting, the Directors present may appoint one of their
number to be chairman of the meeting.

20.7 A Director shall not vote at a meeting of Directors or at a meeting of a committee of

Directors on any resolution concerning a matter in which he has, directly or
indirectly, a personal interest or duty (unless immaterial) which conflicts or
may conflict with the interests of the Company.

20.8 For the purposes of the preceding article, an interest of a person who is taken
to be connected with a Director for any purpose of the Act (excluding any
statutory modification not in force at the date of incorporation of the
company), shall be treated as a personal interest of the Director.
 12

20.9 A Director shall not be counted in the quorum present at a meeting in relation
to a resolution on which he is not entitled to vote.

20.10 The Company may by ordinary resolution suspend or relax to any extent,
either generally or in relation to any particular matter, the provisions of articles
20.7 and 20.9.

21 Delegation to Committees of Directors and Holders of Offices

21.1 The Directors may delegate any of their powers to any committee consisting of one
or more Directors; they may also delegate to the Chairman or a Director
holding any other office such of their powers as they consider appropriate.

21.2 Any delegation of powers under the preceding article may be made subject to such
conditions as the Directors may impose and may be revoked or altered.

21.3 Subject to any condition imposed in pursuance of the preceding article, the
proceedings of a committee consisting of two or more Directors shall be
governed by the articles regulating the proceedings of meetings of Directors
so far as they are capable of applying.

22 Secretary

Subject to the provisions of the Act, the secretary shall be appointed by the Directors
for such term, at such remuneration and upon such conditions as they may think fit;
and any secretary so appointed may be removed by them.

23 Minutes

The Directors shall ensure that minutes are made (in books kept for the purpose) of
all proceedings at general meetings, meetings of the Directors, and meetings of
committees of Directors; a minute of a meeting of Directors or of a committee of
Directors shall include the names of the Directors present and the minutes of each
meeting shall be signed by the chairman of that meeting.

24 Accounts

No member shall (as such) have any right of inspecting any accounting records or
other book or document of the Company except as conferred by statute or as
authorised by the Directors or by ordinary resolution of the Company.

25 Notices

25.1 Any notice to be given to or by any person pursuant to the articles (other than
a notice calling a meeting of the directors) shall be in writing or shall be given
using electronic communications to an address for the time being notified for
that purpose to the person giving notice. In this regulation “address”, in
relation to electronic communications, includes any number or address used
for the purposes of such communications.

25.2 The company may give any such notice to a member either personally or by
sending it by post in a prepaid envelope addressed to the member at his
registered address or by leaving it at that address or by giving it using
electronic communications to an address for the time being notified to the
company by the member. In this regulation, “address” in relation to
 13

electronic communications, includes any number or address used for the

purposes of such communications.

25.3 Any notice, if sent by post, shall be deemed to have been given at the expiry
of twenty-four hours after posting; for the purpose of proving that any notice
was given, it shall be sufficient to prove that the envelope containing the
notice was properly addressed and posted or, in the case of an electronic
communication, that the notice was sent in accordance with guidance issued
by the Institute of Chartered Secretaries and Administrators.

26 Winding Up

If the company is wound up, the liquidator shall give effect to the provisions of clause
6 of the memorandum of association.

27 Indemnity

Subject to the provisions of the Act but without prejudice to any indemnity to which a
Director may otherwise be entitled, every Director or other officer or auditor of the
Company shall be indemnified out of the assets of the Company against any loss or
liability which he may sustain or incur in connection with the execution of the duties of
his/her office including, without prejudice to that generality, any liability incurred by
him/her in defending any proceedings, whether civil or criminal, in which judgment is
given in his/her favour or in which he is acquitted or in connection with any
application in which relief is granted to him/her by the court from liability for
negligence, default, breach of duty or breach of trust in relation to the affairs of the
company.

NAME, ADDRESS AND DESCRIPTION of

SUBSCRIBER

DAVID SEMPLE
39 Kelvin Court
Glasgow G12 0AE
: Company Director

: IAN McDONOUGH
47 St Leonard’s Street
Edinburgh EH8 9QN
Charity Manager

EWAN ALEXANDER MALCOLM

19 March Road
Edinburgh EH4 3TA
Mediation Development Officer for
Scotland