Constitution of the
Adrian Piper Research Archive Foundation

General

Type of organization

1. 1.The organisation is a Scottish Charitable Incorporated Organisation (SCIO), Number SC052211.

Scottish principal office

1. 2.The principal office of the organisation is in Scotland and must remain in Scotland.

Name

1. 3.The name of the organisation is “Adrian Piper Research Archive Foundation”, aka “APRA".

Purposes

1. 4.The charitable purpose of the Adrian Piper Research Archive Foundation is to advance multidisciplinary creative inquiry and education in the arts and sciences by:
   1. 4.1.granting fellowships as benefits in kind and/or benefits in cash to applicants who practice or research multidisciplinarity at an exemplary professional or pre-professional level, as defined by the Application Guidelines for the Multidisciplinary Fellowship and for the Philosophy Dissertation Fellowship that are available at the APRA website;
   2. 4.2.organizing and holding seminars, workshops and conferences in which past multidisciplinary fellows teach, present or discuss their work and methods of inquiry;
   3. 4.3.offering the artist and philosopher Adrian Piper’s work environment and history as resources to researchers seeking a fuller and clearer understanding of the conditions, methods and processes of multidisciplinary creative inquiry in general;
   4. 4.4.creating, maintaining and managing the domicile of Adrian Piper’s work environment, works archive, library and family archive;
   5. 4.5.publishing texts or electronic media works by, about, or thematically related to Adrian Piper's work in art and/or philosophy;
   6. 4.6compiling and publishing a comprehensive online Index of Adrian Piper’s works in art and in philosophy;
   7. 4.7.providing informational and material support for and cooperation with curators, authors and institutions that are interested in the exhibition or publication of works by Adrian Piper.

   It is left to the discretion of the Adrian Piper Research Archive Foundation to decide on the nature, extent and priority of these measures (4.1) to (4.7) for achieving its charitable purpose.

Powers

1. 5. The Adrian Piper Research Archive Foundation has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so.
2. 6.No part of the income or property belonging to the Adrian Piper Research Archive Foundation may be paid or transferred (directly or indirectly) to the charity trustees - either in the course of APRA’s existence or on dissolution - except where this is done in direct furtherance of APRA’s purposes.

Liability of charity trustees

1. 7. The charity trustees of the Adrian Piper Research Archive Foundation (in their capacity as members - see clause 11) have no liability to pay any sums to help to meet APRA’s debts (or other liabilities) if it is wound up; accordingly, if APRA is unable to meet its debts, the charity trustees will not be held responsible.
2. 8.The charity trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and clause 7 does not exclude (or limit) any personal liabilities they might incur if they are in breach of those duties or in breach of other legal obligations or duties that apply to them personally.

General structure

1. 9.The structure of the Adrian Piper Research Archive Foundation consists of the BOARD - who hold regular meetings, and generally control APRA’s activities; for example, the board is responsible for monitoring and controlling APRA’s financial position.
2. 10.The board also appoints charity trustees to fill vacancies, and the people serving on the board (in their capacity as members of the Adrian Piper Research Archive Foundation - see clauses 11 and 13) have power to make changes to the constitution itself.
3. 11.The people serving on the board are referred to in this constitution as CHARITY TRUSTEES - and they are also the MEMBERS of the Adrian Piper Research Archive Foundation for the purposes of the Charities and Trustee Investment (Scotland) Act 2005.
4. 12.Under the provisions of this constitution, no one can be a member unless they are also a charity trustee of the Adrian Piper Research Archive Foundation.
5. 13.The Charities and Trustee Investment (Scotland) Act 2005 requires certain decisions to be taken by the charity trustees in their capacity as members of APRA.

BOARD

Number of charity trustees

1. 14.The maximum number of charity trustees is five, of which at least one has extensive practical knowledge of contemporary art and a second has extensive practical knowledge of analytic and/or Vedic philosophy.
2. 15.The minimum number of charity trustees is three.

Eligibility

1. 16.A person will not be eligible for election or appointment to the board if they:
   1. 16.1.are disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
   2. 16.2.are an employee of the Adrian Piper Research Archive Foundation; or
   3. 16.3.have extensive practical knowledge neither of contemporary art, nor of analytic philosophy, nor of Vedic philosophy

Initial charity trustees

1. 17.The individuals who signed the charity trustee declaration forms which accompanied the application for incorporation of the Adrian Piper Research Archive Foundation shall be deemed to have been appointed by the members as charity trustees with effect from the date of APRA’s incorporation on 21 December 2022. They are: Adrian M. S. Piper, Vid Simoniti and Mareike Dittmer.

Appointment/retiral

1. 18.The board may at any time appoint any person to be a charity trustee - by way of a resolution passed by majority vote at a board meeting.
2. 19.At the conclusion of the first AGM, one third (to the nearest round number) of the charity trustees shall retire from office; the question of which of them is to retire shall be determined by some random method.
3. 20.At the conclusion of each AGM (other than the first)
   1. 20.1.any charity trustees appointed during the period since the preceding AGM (but excluding those re-appointed under clause 22 during that period) shall retire from office;
   2. 20.2.out of the remaining charity trustees, one third (to the nearest round number) shall retire from office.
4. 21.The charity trustees to retire under paragraph 20.2 shall be those who have been longest in office since they were last appointed or re-appointed; as between persons who were last appointed/re-appointed on the same date, the question of which of them is to retire shall be determined by some random method.
5. 22.A charity trustee who retires from office under clause 19 or 20 at the conclusion of an AGM shall be eligible for re-appointment under clause 18 at the next board meeting.
6. 23.A charity trustee vacating office at the conclusion of an AGM will be deemed to have been re-elected at the board meeting which next follows unless:
   1. 23.1.they advise the board that they do not wish to be re-appointed; or
   2. 23.2.a resolution for the re-appointment of that charity trustee was put to the board meeting and was not carried.

Termination of office

1. 24.A charity trustee will automatically cease to hold office if:
   1. 24.1.they become disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005;
   2. 24.2.they become incapable for medical reasons of carrying out their duties as a charity trustee - but only if that has continued (or is expected to continue) for a period of more than six months;
   3. 24.3.they become an employee of the Adrian Piper Research Archive Foundation;
   4. 24.4.they give APRA a notice of resignation, signed by them;
   5. 24.5.they are absent (without good reason, in the opinion of the board) from more than three consecutive meetings of the board - but only if the board resolves to remove them from office;
   6. 24.6.they are removed from office by resolution of the board on the grounds that they are considered to have committed a material breach of the code of conduct for charity trustees (as referred to in clause 41); or
   7. 24.7.they are removed from office by resolution of the board on the grounds that they are considered to have been in serious or persistent breach of their duties under section 66(1) or (2) of the Charities and Trustee Investment (Scotland) Act 2005.
2. 25.A resolution under paragraph 24.6 or 24.7 shall be valid only if:
   1. 25.1.the charity trustee who is the subject of the resolution is given reasonable prior written notice of the grounds upon which the resolution for their removal is to be proposed;
   2. 25.2.the charity trustee concerned is given the opportunity to address the meeting at which the resolution is proposed, prior to the resolution being put to the vote; and
   3. 25.3.at least two thirds (to the nearest round number) of the charity trustees then in office vote in favour of the resolution.

Register of charity trustees

1. 26.The board must keep a register of charity trustees, setting out:
   1. 26.1.for each current charity trustee:
      1. 26.1.1.their full name and address;
      2. 26.1.2.the date on which they were appointed as a charity trustee; and
      3. 26.1.3.any office held by them in the Adrian Piper Research Archive Foundation;
   2. 26.2.for each former charity trustee - for at least 6 years from the date on which they ceased to be a charity trustee:
      1. 26.2.1.the name of the charity trustee;
      2. 26.2.2.any office held by them in the Adrian Piper Research Archive Foundation; and
      3. 26.2.3.the date on which they ceased to be a charity trustee.
2. 27.The board must ensure that the register of charity trustees is updated within 28 days of any change:
   1. 27.1.which arises from a resolution of the board; or
   2. 27.2.which is notified to the Adrian Piper Research Archive Foundation.
3. 28.If any person requests a copy of the register of charity trustees, the board must ensure that a copy is supplied to them within 28 days, providing the request is reasonable; if the request is made by a person who is not a charity trustee of the Adrian Piper Research Archive Foundation, the board may provide a copy which has the addresses blanked out - if APRA is satisfied that including that information is likely to jeopardise the safety or security of any person or premises.
4. 29.The members of the Adrian Piper Research Archive Foundation are identical to its charity trustees - and therefore APRA is not required to keep a separate register of members.

Office-bearers

1. 30.The charity trustees must elect (from among themselves) a chair, a treasurer and a secretary.
2. 31.In addition to the office-bearers required under clause 30, the charity trustees may elect (from among themselves) further office-bearers if they consider that appropriate.
3. 32.All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected under clause 30 or 31.
4. 33.A person elected to any office will automatically cease to hold that office if:
   1. 33.1.they cease to be a charity trustee; or
   2. 33.2.they give to the Adrian Piper Research Archive Foundation a notice of resignation from that office, signed by them

Powers of board

1. 34.Except where this constitution states otherwise, the Adrian Piper Research Archive Foundation (and its assets and operations) will be managed by the board; and the board may exercise all of APRA’s powers.
2. 35.A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.

Charity trustees – general duties

1. 36.Each of the charity trustees has a duty, in exercising functions as a charity trustee, to act in the interests of the Adrian Piper Research Archive Foundation; and, in particular, must:
   1. 36.1.seek, in good faith, to ensure that APRA acts in a manner which is in accordance with its purposes;
   2. 36.2.ensure that all financial proceeds to APRA from the production, sale, rental, exhibition, publication and/or archival examination of work by Adrian Piper are used exclusively to advance APRA’s charitable purposes;
   3. 36.3.act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;
   4. 36.4.in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party:
      1. 36.4.1.put APRA’s interests before those of the other party; or
      2. 36.4.2.where any other duty prevents them from doing so, disclose the conflicting interest to the Adrian Piper Research Archive Foundation and refrain from participating in any deliberation or decision of the other charity trustees with regard to the matter in question;
   5. 36.5.ensure that APRA complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.
2. 37.In addition to the duties outlined in clause 36, all of the charity trustees must take such steps as are reasonably practicable for the purpose of ensuring:
   1. 37.1.that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and
   2. 37.2.that any trustee who has been in serious or persistent breach of those duties is removed as a trustee.
3. 38.Provided they have declared their interest - and have not voted on the question of whether or not the Adrian Piper Research Archive Foundation should enter into the arrangement - a charity trustee will not be debarred from entering into an arrangement with APRA in which they have a personal interest; and (subject to clause 39 and to the provisions relating to remuneration for services contained in the Charities and Trustee Investment (Scotland) Act 2005) they may retain any personal benefit which arises from that arrangement
4. 39.No charity trustee may serve as an employee (full time or part time) of the Adrian Piper Research Archive Foundation; and no charity trustee may be given any remuneration by APRA for carrying out their duties as a charity trustee.
5. 40.The charity trustees may be paid all traveling and other expenses reasonably incurred by them in connection with carrying out their duties; this may include expenses relating to their attendance at meetings.

Code of conduct for charity trustees

1. 41.Each of the charity trustees shall comply with the code of conduct (incorporating detailed rules on conflict of interest) prescribed by the board from time to time.
2. 42.The code of conduct referred to in clause 41 shall be supplemental to the provisions relating to the conduct of charity trustees contained in this constitution and the duties imposed on charity trustees under the Charities and Trustee Investment (Scotland) Act 2005; and all relevant provisions of this constitution shall be interpreted and applied in accordance with the provisions of the code of conduct in force from time to time.

DECISION-MAKING BY THE CHARITY TRUSTEES

Notice of board meetings

1. 43.Any charity trustee may call a meeting of the board.
2. 44.At least 7 days' notice must be given of each board meeting, unless (in the opinion of the person calling the meeting) there is a degree of urgency which makes that inappropriate.
3. 45.If charity trustees are to be permitted to participate in a board meeting by way of audio and/or audio-visual link(s), the charity trustees must, in advance of the meeting, be provided with details of how to connect and participate via that link or links; and (particularly for the benefit of those charity trustees who may have difficulties in using a computer or laptop for this purpose) the charity trustees' attention should be drawn to the following options:
   1. 45.1.participating in the meeting via an audio link accessed by phone, using dial-in details (if that forms part of the arrangements);
   2. 45.2.(where attendance in person is to be permitted, either on an open basis or subject to a restriction on the total number who will be permitted to attend) the ability to attend the meeting in person.

Procedure at board meetings

1. 46.No valid decisions can be taken at a board meeting unless a quorum is present; the quorum for board meetings is three charity trustees.
2. 47.An individual participating in a board meeting via an audio or audio-visual link will be deemed to be present in person (or, if they are not a charity trustee, will be deemed to be in attendance) at the meeting.
3. 48.If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 46, the remaining charity trustee(s) will have power to fill the vacancies or call a members' meeting - but will not be able to take any other valid decisions.
4. 49.The chair of the Adrian Piper Research Archive Foundation should act as chairperson of each board meeting.
5. 50.If APRA’s chair is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as chairperson), the charity trustees present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting.
6. 51.Every charity trustee has one vote, which must be given personally (subject to clause 57).
7. 52.All decisions at board meetings will be made by majority vote.
8. 53.If there are an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote.
9. 54.The board may if they consider appropriate (and must, if that is required under clause 55) allow charity trustees to participate in board meetings by way of an audio and/or audio-visual link or links, providing:
   1. 54.1.the means by which charity trustees can participate via that link or links are not subject to technical complexities, significant costs or other factors which are likely to represent - for all, or a significant proportion, of the charity trustees - a barrier to participation; and
   2. 54.2.the manner in which the meeting is conducted ensures, so far as reasonably possible, that those charity trustees who participate via an audio or audio-visual link are not disadvantaged with regard to their ability to contribute to discussions at the meeting, as compared with those charity trustees (if any) who are attending in person (and vice versa).
10. 55.If restrictions arising from public health legislation or guidance are likely to mean that attendance in person at a proposed board meeting would not be possible or advisable for one or more of the charity trustees, the board must make arrangements for charity trustees to participate in that board meeting by way of audio and/or audio-visual link(s) which allow them to hear and contribute to discussions at the meeting; and on the basis that:
    1. 55.1.the requirements set out in paragraphs (a) and (b) of clause 54 will apply; and
    2. 55.2.the board must use all reasonable endeavours to ensure that all charity trustees have access to one or more means by which they may hear and contribute to discussions at the meeting.
11. 56.A board meeting may involve two or more charity trustees participating via attendance in person while other charity trustees participate via audio and/or audio-visual links; or it may involve participation solely via audio and/or audio-visual links.
12. 57.Where a charity trustee is participating in a board meeting via an audio or audio-visual link, they may cast their vote on a given resolution orally, or by way of some form of visual indication, or by use of a voting button or similar, or by way of a message sent electronically
13. 58.The board may, at its discretion, allow any person to attend (whether in person or by way of an audio or audio-visual link) and speak at a board meeting notwithstanding that they are not a charity trustee - but on the basis that they must not participate in decision-making.
14. 59.A charity trustee must not vote at a board meeting (or at a meeting of a sub-committee) on any resolution which relates to a matter in which they have a personal interest or duty which conflicts (or may conflict) with the interests of the Adrian Piper Research Archive Foundation; they must withdraw from the meeting while an item of that nature is being dealt with.
15. 60.For the purposes of clause 59:
    1. 60.1.an interest held by an individual who is “connected” with the charity trustee under section 68(2) of the Charities and Trustee Investment (Scotland) Act 2005 (husband/wife, partner, child, parent, brother/sister etc) shall be deemed to be held by that charity trustee;
    2. 60.2.a charity trustee will be deemed to have a personal interest in relation to a particular matter if a body in relation to which they are an employee, director, member of the management committee, officer or elected representative has an interest in that matter.

Technical objections to remote participation in board meetings

1. 61.This constitution imposes certain requirements regarding the use of audio and/or audio-visual links as a means of participation and voting at board meetings; providing the arrangements made by the board in relation to a given board meeting (and the manner in which the meeting is conducted) are consistent with these requirements:
   1. 61.1.a charity trustee cannot insist on participating in the board meeting, or voting at the board meeting, by any particular means;
   2. 61.2.the board meeting need not be held in any particular place;
   3. 61.3.the board meeting may be held without any particular number of those participating in the meeting being present in person at the same place (but, notwithstanding that, the quorum requirements - taking account of those participating via audio and/or audio-visual links - must still be met);
   4. 61.4.the board meeting may be held by any means which permits those participating in the meeting to hear and contribute to discussions at the meeting;
   5. 61.5.a charity trustee will be able to exercise the right to vote at the board meeting by such means as is determined by the chairperson of the meeting (consistent with the arrangements made by the board) and which permits that charity trustee’s vote to be taken into account in determining whether or not a resolution is passed.

Resolutions agreed by the board in writing or by e-mail

1. 62.A resolution agreed to in writing (or by e-mail) by a majority of the charity trustees then in office shall (subject to clauses 63 and 64) be as valid as if duly passed at a board meeting.
2. 63.A resolution under clause 62 shall not be valid unless a copy of the resolution was circulated to all of the charity trustees, along with a cut-off time (which must be reasonable in the circumstances) for notifications under clause 64.
3. 64.If a resolution is circulated to the charity trustees under clause 63, any one or more charity trustees may, following receipt of a copy of the resolution, notify the secretary that they consider that a board meeting should be held to discuss the matter which is the subject of the resolution; and if any such notification is received by the secretary prior to the cut-off time:
   1. 64.1.the secretary must convene a board meeting accordingly, and on the basis that it will take place as soon as reasonably possible;
   2. 64.2.the resolution cannot be treated as valid under clause 63 unless and until that board meeting has taken place;
   3. 64.3.the board may (if they consider appropriate, on the basis of the discussions at the meeting) resolve at that board meeting that the resolution should be treated as invalid, notwithstanding that it had previously been agreed to in writing (or by e-mail) by a majority of the charity trustees then in office.

Minutes

1. 65.The board must ensure that proper minutes are kept in relation to all board meetings and meetings of sub-committees.
2. 66.The minutes to be kept under clause 65 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
3. 67.The board shall (subject to clause 68) make available copies of the minutes referred to in clause 65 to any member of the public requesting them.
4. 68.The board may exclude from any copy minutes made available to a member of the public under clause 67 any material which the board considers ought properly to be kept confidential - on the grounds that allowing access to such material could cause significant prejudice to the interests of the Adrian Piper Research Archive Foundation or on the basis that the material contains reference to employee or other matters which it would be inappropriate to divulge.

DECISION-MAKING BY THE CHARITY TRUSTEES – IN THEIR CAPACITY AS MEMBERS

1. 69. For certain purposes of the Charities and Trustee Investment (Scotland) Act 2005, the charity trustees make decisions in their capacity as members of their organisation, rather than as a board; the provisions of clauses 70 to 93 relate to those situations.

Annual general meetings

1. 70.The board must convene a meeting of the charity trustees - in their capacity as members of the Adrian Piper Research Archive Foundation - in each calendar year; that meeting will be called an annual general meeting or "AGM".
2. 71.The gap between one AGM and the next must not be longer than 15 months.
3. 72.Notwithstanding clause 70, an AGM does not need to be held during the calendar year in which APRA is formed; but the first AGM must still be held within 15 months of the date on which APRA is formed.
4. 73.The business of each AGM must include:
   1. 73.1.a report by the chair on the activities of the Adrian Piper Research Archive Foundation; and
   2. 73.2.consideration of the future strategy for APRA, including a review of key risks and opportunities.
5. 74.The board may convene any other meeting of the charity trustees - in their capacity as members of APRA - at any time.

Notice of members’ meetings

1. 75.At least 14 clear days’ notice must be given of any AGM or any other members' meeting.
2. 76.The notice calling a members' meeting must specify in general terms what business is 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).
3. 77.The reference to “clear days” in clause 75 shall be taken to mean that, in calculating the period of notice,
   1. 77.1.the day after the notices are posted (or sent by e-mail) are to be excluded; and
   2. 77.2.the day of the meeting itself also is to be excluded.
4. 78.Notice of every members' meeting must be given to all the charity trustees; but the accidental omission to give notice to one or more charity trustees will not invalidate the proceedings at the meeting.
5. 79.Any notice of a members’ meeting which requires to be given to a charity trustee - in their capacity as a member of the Adrian Piper Research Archive Foundation - under this constitution must be:
   1. 79.1.sent by post to the charity trustee, at the address last notified by them to APRA; or
   2. 79.2.sent by e-mail to the charity trustee, at the e-mail address last notified by them to APRA.
6. 80.Clause 45 shall apply where notice is being given in relation to a members’ meeting at which charity trustees (in their capacity as members of APRA) are to be permitted to participate by way of audio and/or audio-visual link(s).

Procedure at members’ meetings

1. 81.The provisions of clauses 46, 47, 49 and 50 (quorum, chairperson) shall apply in relation to all meetings of the charity trustees in their capacity as members of the Adrian Piper Research Archive Foundation.

Voting at members’ meetings

1. 82.Every charity trustee shall have one vote in their capacity as a member, which must be given personally (subject to clause 88).
2. 83.All decisions at members' meetings will be made by majority vote - with the exception of the types of resolution listed in clause 84.
3. 84.The following resolutions will be valid only if passed by not less than two thirds of those voting on the resolution at a members’ meeting (or if passed by way of a written resolution under clause 90):
   1. 84.1.a resolution amending the constitution;
   2. 84.2.a resolution approving the amalgamation of the Adrian Piper Research Archive Foundation with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation);
   3. 84.3.a resolution to the effect that all of APRA’s property, rights and liabilities should be transferred to another SCIO (or agreeing to the transfer from another SCIO of all of its property, rights and liabilities);
   4. 84.4.a resolution for the winding up or dissolution of the Adrian Piper Research Archive Foundation.
4. 85.If there are an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote.
5. 86.A resolution put to the vote at a members' meeting will be decided on a show of hands - unless the chairperson (or at least two other members present at the meeting) ask for a secret ballot.
6. 87.The chairperson will decide how any secret ballot is to be conducted, and they will declare the result of the ballot at the meeting.
7. 88.The provisions of clauses 54 to 57 (remote participation) shall apply in relation to participation and voting by charity trustees in their capacity as members of APRA.

Technical objections to remote participation in members’ meetings

1. 89.The principles set out in clause 61 (technical objections to remote participation) shall apply in relation to remote participation and voting at members’ meetings, as if each reference in that clause to a charity trustee were a reference to a charity trustee in their capacity as a member and each reference in that clause to a board meeting were a reference to a members' meeting.

Written resolutions

1. 90.A resolution agreed to in writing (or by e-mail) by all the charity trustees, in their capacity as members of the Adrian Piper Research Archive Foundation, will be as valid as if it had been passed at a members’ meeting; the date of the resolution will be taken to be the date on which the last charity trustee agreed to it.

Minutes

1. 91.The board must ensure that proper minutes are kept in relation to all members' meetings.
2. 92.Minutes of members' meetings must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
3. 93.The board shall make available copies of the minutes referred to in clause 91 to any member of the public requesting them; but on the basis that the board may exclude confidential material to the extent permitted under clause 68.

ADMINISTRATION

Delegation to sub-committees

1. 94.The board may delegate any of their powers to sub-committees; a sub-committee must include at least one charity trustee, but other members of a sub-committee need not be charity trustees.
2. 95.The board may also delegate to the chair of the Adrian Piper Research Archive Foundation (or the holder of any other post) such of their powers as they may consider appropriate.
3. 96.When delegating powers under clause 94 or 95, the board must set out appropriate conditions (which must include an obligation to report regularly to the board).
4. 97.Any delegation of powers under clause 94 or 95 may be revoked or altered by the board at any time.
5. 98.The rules of procedure for each sub-committee, and the provisions relating to membership of each sub-committee, shall be set by the board.

Operation of accounts

1. 99.Subject to clause 100, the signatures of two out of three signatories appointed by the board will be required in relation to all operations (other than the lodging of funds) on the bank and building society accounts held by the Adrian Piper Research Archive Foundation; at least one out of the two signatures must be the signature of a charity trustee.
2. 100.Where APRA uses electronic facilities for the operation of any bank or building society account, the authorisations required for operations on that account must be consistent with the approach reflected in clause 99.

Accounting records and annual accounts

1. 101.The board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.
2. 102.The board must prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions (or if the board consider that an audit would be appropriate for some other reason), the board should ensure that an audit of the accounts is carried out by a qualified auditor.

MISCELLANEOUS

Winding-up

1. 103.If the Adrian Piper Research Archive Foundation is to be wound up or dissolved, the winding-up or dissolution process will be carried out in accordance with the procedures set out under the Charities and Trustee Investment (Scotland) Act 2005.
2. 104.Any surplus assets available to APRA immediately preceding its winding up or dissolution must be used for purposes which are the same as - or which closely resemble - the purposes of APRA as set out in this constitution.

Alterations to the constitution

1. 105.This constitution may (subject to clause 106) be altered by resolution of the charity trustees - in their capacity as members of the organisation - passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 84) or by way of a written resolution of the charity trustees in their capacity as members.
2. 106.The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain steps (e.g. change of name, an alteration to the purposes, amalgamation, winding-up) without the consent of the Office of the Scottish Charity Regulator (OSCR).

Interpretation