Charity told to elect new board amid ‘severe breakdown’ in relationships between trustees

30 Jul 2025 News

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The Office of the Scottish Charity Regulator (OSCR) has ordered a charity to elect a new board after a “severe breakdown” in relations between three trustees.

Last week, OSCR told Free Wheel North, a Glasgow-based cycling development charity, to hold an extraordinary general meeting (EGM) “for the sole purpose of electing a new board”.

The regulator initially opened an inquiry into the charity on 15 July 2022 following concerns about its governance. 

The inquiry, which concluded on 1 June 2023, found that the trustees were aware of the necessary changes and improvements to the charity’s governance and issued several recommendations.

However, in July 2024, OSCR received fresh concerns about the charity’s governance and opened a new inquiry on 15 August 2024. 

The regulator found that many of the concerns, including about “who was a charity trustee”, should be dealt with by the charity’s trustees themselves.

“OSCR has continually set out its expectation that the charity trustees call and hold an annual general meeting (AGM), following the rules in the charity’s governing document to ensure the proper election of charity trustees,” it said.

“Due to the severe breakdown in the relationship between the charity trustees, this has failed to happen”.

OSCR: ‘Put your differences aside’

OSCR said the charity’s trustees took actions during April and May 2025, including the termination of Norman Armstrong’s directorship on 9 April and holding of an AGM on 1 May at which further appointments of directors took place, including Armstrong’s reappointment.  

However, it added that “there’s uncertainty and an ongoing dispute over the competency of the procedure carried out and the validity of decisions made in terms of the above actions”.

“Whether the actions carried out have had the desired or intended effect is questionable,” it said.

“The outcomes of both actions are potentially open to legal challenge. As such, there’s a lack of clarity as to who is now a validly appointed charity trustee.”

OSCR directed the charity to hold “a competent” EGM before October, which it said “will ensure valid appointments are made that cannot be challenged and will allow the charity to move forward”.

In a recent letter to three of the charity’s trustees, seen by Civil Society, OSCR said it found “misconduct in the administration of the charity”, mostly due to recent terminations and appointments of directors and “uncertainty over the competency of the procedure and validity of decisions made”.

The regulator recognised “the serious breakdown in the relationship” between the trustees, adding that they must put their differences aside to comply with their legal duty to act in the interest of the charity. 

“We expect you to act together in advance of the meeting to ensure the terms of the direction are met,” it said.

It added that “the consequence of not complying with the direction is that OSCR will deem this as further misconduct on your part and will consider what further formal action to take”.

Chair questions course of action 

In response, Armstrong, who founded the charity, raised “urgent and serious concerns about the assumptions and consequences” of OSCR’s proposed course of action.

“We remain deeply concerned at OSCR’s suggestion that the AGM held on 1 May may be open to legal challenge,” he wrote in a letter sent to the regulator on 27 July. 

“We request clarity: on what legal or procedural grounds is its validity questioned?

“The meeting was convened in accordance with both company law and the charity’s constitution. It followed full notice periods, open nominations and candidate statements.

“It was the fourth attempt to hold a meeting following relentless obstruction from [some individuals].

“It was more rigorously run than any previous AGM in Free Wheel North’s history. It’s wholly unreasonable to defer to objections raised by individuals who have worked actively to undermine every democratic process to date.”

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