Overview
The aim of the Bill is to amend the Solicitors in the Supreme Courts of Scotland Act 1871. It is being promoted by the Society of Solicitors in the Supreme Courts of Scotland. Changes include:
- abolishing the office-bearer positions of librarian and fiscal
- renaming the Widows’ Fund as the Dependents’ Fund
- letting alternative managerial decisions be made
- letting existing members resign formally from the SSC Society
It will also give the Society new powers including to:
- close the Dependents' Fund completely
- close it to new members
- create new categories of membership
- wind up the Society
You can find out more in the Society of Solicitors in the Supreme Courts of Scotland document that explains the Bill.
Why the Bill was created
The Society of Solicitors in the Supreme Courts of Scotland is a voluntary society that solicitors may choose to join. The benefits of membership include:
- access to the Society’s building and legal library at Parliament House in Edinburgh
- membership of a Widows’ Fund that makes annual payments to surviving dependents of deceased members
The Society has been in existence for over two hundred years. It has introduced this Private Bill to update and modernise the Solicitors in the Supreme Courts of Scotland Act 1871 (“the 1871 Act”). The Bill will update the 1871 Act for modern circumstances and give the Society extra powers that it may need in the future.
You can find out more in the Promoter's Memorandum document that explains the Bill.
The Solicitors in the Supreme Courts of Scotland (Amendment) Bill became an Act on 20 January 2021
Becomes an Act
The Solicitors in the Supreme Courts of Scotland Bill passed by a vote of 109 for, 0 against and 0 abstentions. The Bill became an Act on 20 January 2021.
Introduced
The Promoter sends the Bill and related documents to the Parliament.
Related information from the Promoter on the Bill
Why the Bill is being proposed (Promoter's Memorandum)
Explanation of the Bill (Explanatory Notes)
Promoter's Statement
Statement of Legislative Competence
Financial Resolution
The Presiding Officer has decided under Rule 9.12 of Standing Orders that a financial resolution is not required for this Bill.
Preliminary Stage
The Committee examines the Bill. Then MSPs vote on whether it should continue to Consideration Stage.
How to make an objection
Anyone can make an objection if the Bill would have a negative impact on them.
Objections can be e-mailed, sent by post or delivered in person to the Non-Government Bills Unit (NGBU).
Email:
[email protected]
Address:
Non-Government Bills Unit
The Scottish Parliament
Edinburgh
EH99 1SP
Committees involved in this Bill
Who spoke to the committee about the Bill

First meeting transcript
Christine Grahame
Item 2 is the choice of a convener. The Parliament has agreed that only members of the Scottish National Party are eligible for nomination as convener of this committee. I am pleased to announce that I am the Scottish National Party’s nominee for the post.
Christine Grahame was chosen as convener.
The Convener (Christine Grahame)
Thank you very much. I shall chair for the remainder of the proceedings.
26 November 2019

26 November 2019

17 December 2019
Debate on the Bill
A debate for MSPs to discuss what the Bill aims to do and how it'll do it.

Preliminary Stage debate on the Bill transcript
The Deputy Presiding Officer (Linda Fabiani)
I remind members that social distancing measures are in place in the chamber and throughout the Holyrood campus. I ask members to take care to observe the measures over the course of this afternoon’s business, in particular when entering and exiting the chamber.
The first item of business is a preliminary stage debate on motion S5M-22407, in the name of Christine Grahame, on the Solicitors in the Supreme Courts of Scotland (Amendment) Bill.
Members who wish to speak in the debate should press their request-to-speak buttons. I call Christine Grahame to speak for up to eight minutes, and to move the motion.
14:31Christine Grahame (Midlothian South, Tweeddale and Lauderdale) (SNP)
I am pleased to open the preliminary stage debate on the Solicitors in the Supreme Courts of Scotland (Amendment) Bill. I thank my colleagues on the Solicitors in the Supreme Courts of Scotland (Amendment) Bill Committee—deputy convener Bill Bowman, Daniel Johnson and John Mason— for their work in getting the bill to this stage.
The bill was introduced on 26 September 2019, and is being promoted by the Society of Solicitors in the Supreme Courts of Scotland—known as the SSC Society. It is the fifth private bill to be introduced in the current session; the previous four all received royal assent.
The private bill process is quite different. The first stage of the process differs from that for public bills—with which we are more familiar—in that it begins with a 60-day objection period. During those 60 days, any person or organisation who believes that their private interests would be adversely affected by the bill can lodge an objection. The objection period for the bill concluded on 25 November 2019, and no objections were lodged.
At the preliminary stage, the role of the bill committee is twofold: first, to consider the general principles of the bill and, secondly, to consider whether it should proceed as a private bill. In considering whether the bill should proceed as a private bill, the committee assessed whether it conforms to the definition of a private bill, and whether the accompanying documents are adequate to allow proper scrutiny of the bill.
If the Parliament agrees to the motion on the bill at the preliminary stage, it will move to the consideration stage, during which amendments will be considered. Thereafter, the bill will proceed to the final stage, for consideration of any further amendments and a decision on whether it should be passed.
In order to understand the current position in which the SSC Society finds itself, it is helpful to understand its history and the history of the legal profession in Scotland. The Society of Solicitors in the Supreme Courts of Scotland has been in existence for more than 200 years—longer even than me. It was formed in 1784, with a contract and articles of association and regulation. A royal charter was granted to it in 1797, which made the society a body corporate. In 1817, a widows fund was established, to pay annuities to surviving widows and orphans of the society’s members.
The Solicitors in the Supreme Courts of Scotland Act 1871 confirmed and amended the charter, and re-incorporated the society. However, one omission from that act was powers for the society to wind itself up—which was either because the then members did not foresee a day when the society might not exist, or because they deliberately did not include powers that would allow the society to close down.
The Law Society of Scotland was established in 1949, and it took over the business of regulating the legal profession. In 1979, elements of the 1871 act were amended to reflect the changes that had occurred over the previous century.
The benefits of membership currently include access to the SSC Society’s building at Parliament house in Edinburgh, use of a legal library and members’ lounge, and membership of the widows fund.
The society has about 220 members spread throughout Scotland, and there are 46 beneficiaries of the widows fund, each of whom receives an annuity of £3,000. The society is run by five office bearers and a council of six members. Over recent years, demographic changes in the membership have meant that the society now finds itself with a predominantly older and retired membership, with fewer younger members joining. Apparently, that is not unusual in such societies, nowadays. There is therefore a concern that a dwindling number of members might one day find themselves in the position in which the society or the widows fund, or both, needs to be wound up, but with no powers so to do.
The bill seeks to update and modernise the society’s statutory constitution—that is, the 1871 act—by updating the act for modern conditions, and by giving the society additional powers that it might need in the future. The purposes of the bill include renaming the widows fund as the dependents fund, and providing the society with powers either to close the fund to new members or to close it completely; giving the society powers to wind itself up in the future; creating new types of membership and making new provision to allow members of the society to resign; and abolishing the offices of librarian and fiscal.
Part of the committee’s role was to assess whether the bill will achieve those objectives. In order to aid its scrutiny, on 17 December 2019 the committee held an evidence session with the society’s office bearers and its drafting adviser. As a committee, we asked the promoter what alternative approaches had been considered and what the implications would be if the bill were not passed. The promoter emphasised that they are not expecting to wind up the fund or the society any time soon. However, they wish to have the mechanisms in place in case they are needed in the future, so that winding-up can be done in an orderly fashion, without requiring an urgent action before the Court of Session.
We also asked how the winding-up of assets would work, and we questioned whether the procedures for closing the newly named dependents fund and winding up the society were robust enough.
Our report sets out our considerations and recommendations, and my committee colleagues will provide some more detail on those later in the debate.
The committee supports the general principles of the bill and agrees that the bill should proceed as a private bill. We believe that the bill will provide the society with the powers that it might need for the future and that, in addition, it will update the society’s statutory constitution for modern conditions.
I am, therefore, pleased to move,
That the Parliament agrees to the general principles of the Solicitors in the Supreme Courts of Scotland (Amendment) Bill and that the bill should proceed as a private bill.
14:37John Mason (Glasgow Shettleston) (SNP)
I thank the convener, other colleagues and the clerks for their help and work on the bill, up to this stage. I also thank the promoter for showing us around the society’s headquarters at Parliament Square, just up the road. Bill Bowman, the clerks and I saw the building where the society is located, which is in close proximity to the Court of Session, the Faculty of Advocates, the WS Society and the High Court. It was interesting to hear Robert Shiels, the society’s secretary, note that many of the early members of the society had entered the legal profession through apprenticeships, rather than with law degrees. The visit was therefore helpful in providing background and context to the bill.
I intend to concentrate on the mechanisms that are required to wind up the society, and on certain aspects of the society’s meetings. As the convener mentioned, one of the main aims of the bill is to address the lack of powers in the 1871 act to wind up the society. It is understandable that office bearers do not wish to find themselves, as one office bearer put it,
“aged 85 and the only official ... left at the table”,
and able only to
“resign from office, walk away and leave an organisation that still exists with nobody to manage it.”—[Official Report, Solicitors in the Supreme Courts of Scotland (Amendment) Bill Committee, 17 December 2019; c 10.]
The bill will therefore insert in the 1871 act proposed new section 52B, which sets out the general process for decisions on winding up the society. The process starts with the council agreeing to a proposal to wind up the society, followed by a general meeting of the members, or byelaws being made, to decide the procedures that are to be followed at a special general meeting.
The society’s members must be given at least 30 days’ notice of the special general meeting, at which they will consider the proposal to wind up the society using the previously agreed procedure. If the members vote to wind up the society, the council will then implement that decision either in accordance with arrangements that are made by the society or
“in such manner as”
the council
“considers expedient.”
During the evidence session, the committee questioned whether the procedure to dispose of the society’s assets was detailed and robust enough to encompass any worst-case scenarios during the winding-up process. We commented that the division of assets, particularly substantial assets such as the society’s building, could create tensions. I therefore welcome the promoter’s confirmation, in a letter that was sent to the committee following the evidence session, that they are considering proposing an amendment to the bill to ensure that the society’s members be consulted about how property is to be distributed.
The committee also asked the promoter about the process of voting at the society’s meetings, particularly having heard that only around 10 of the current 220 members attend the statutory general meetings. We noted our concerns about the lack of a requirement in the bill for a quorum, and that a voting threshold was not mandatory for meetings at which winding-up decisions are to be taken. I therefore also welcome the promoter’s confirmation that they will propose amendments to address those issues.
I hope that I have provided members with sufficient useful detail on our considerations regarding the bill’s provisions that will give the society new powers to wind itself up. We share the promoter’s hope that the society will not find itself in that position for some years to come—if at all.
I have found this to be a very interesting process to be involved in, but it has underlined for me that it can be cumbersome to amend primary legislation. Perhaps a lesson for us nowadays is that we do not want to put too much detail in primary legislation, if we can avoid it.
I fully agree with the committee’s conclusion that it is content with the general principles of the bill and that the bill should proceed as a private bill.
14:41Daniel Johnson (Edinburgh Southern) (Lab)
I begin by thanking my colleagues. It has been a real pleasure to work on a private bill—indeed, it has been interesting, given that it is different from our usual work. I also thank the convener, Christine Grahame, for moving the motion and explaining the history of the society and the process for a private bill. Above all else, it is important to thank the clerks, who have assisted us greatly not just on the detail of the bill but on the private bill process, given its unusual nature for most of us.
As the convener mentioned, the bill is necessary because of the changing demographics in the society. An ageing membership means that office bearers might one day find themselves in the unhappy position of having to wind up the society. The committee therefore agrees with the promoter that the relevant powers need to be in place should it become necessary one day to close the “Widows’ Fund”—which is to be renamed the “Dependents’ Fund”—or the society, or both.
The provisions in the bill that deal with the closure of the dependents fund will insert new, detailed procedures into the Solicitors in the Supreme Courts of Scotland Act 1871. They will include an actuarial investigation, a meeting of the members to consider a resolution to close the fund, and the offer of
“such lump sum or other payment as seems reasonable”
for the annuitants and potential future annuitants. Any residual money would transfer to the society.
Although the committee generally agreed to those procedures, we asked why the decision had been made to transfer any surplus back to the society. Donald Skinner-Reid, the treasurer and collector, explained to the committee that the society would seem the “natural home” for any surplus, in order
“to assist the society’s continued existence.”—[Official Report, Solicitors in the Supreme Courts of Scotland (Amendment) Bill Committee, 17 December 2019; c 17.]
The promoter emphasised in both the evidence session and a follow-up letter to the committee that the surplus in the fund could be smaller than might be imagined, once the lump sum had been split between the annuitants and the potential annuitants. In its report, the committee recommended that the promoter consider, as part of the winding-up procedures, a provision in the bill that the beneficiaries and any prospective beneficiaries should be notified of a proposal to close the fund. The promoter has accepted that recommendation, and a draft amendment has already been shared with the committee.
The committee examined the procedures involved in winding up the society. The committee is keen to stress that its aim is to ensure that the bill and the new powers and procedures that it introduces to the society’s constitution are as robust as possible without restricting the rights of the society’s members to make decisions about its future.
We agree with the promoter that, if the society does, in the future, need to wind itself up, we do not want it to have to come back to Parliament needing to amend the legislation again. We therefore highlighted areas in which we thought that the winding-up procedures could be strengthened. In particular, we questioned provisions for quorums and voting thresholds for key decisions. John Mason has covered that issue in some detail, but I wanted to note that point as well, and, indeed, the promoter’s agreement with those recommendations.
It has been interesting to experience the private bill process so far and to play a slightly different role from the usual one of a committee member. As the convener mentioned in her opening speech, the committee has concluded that it is content with the general principles of the bill and that it should proceed as a private bill.
14:45Bill Bowman (North East Scotland) (Con)
In closing on behalf of the Solicitors in the Supreme Courts of Scotland (Amendment) Bill Committee, I, too, thank my colleagues for their work on the bill so far. I also thank the secretary of the Society of Solicitors in the Supreme Courts of Scotland, Robert Shiels, for showing us around the society’s building at Parliament Square. Mr Shiels recounted how the courts originally rose up around the old Parliament of Scotland, which led to societies being formed by the lawyers who worked in and around those courts. Standing in the magnificent Parliament hall and seeing the Faculty of Advocates, the WS Society and the SSC Society all located in close proximity to the Court of Session and the High Court gave a tangible sense of the history of those societies and the role that they have played in our legal system over hundreds of years.
At the outset, I note that, as the promoter has emphasised, despite challenging demographic changes, there is no wish at the present time among the society’s members to close down the society.
One of the objectives of the bill is to enable the society to attract new members by amending the Solicitors in the Supreme Courts of Scotland Act 1871 to create different forms of membership—for example, corporate membership, trainee membership and associate membership. It is hoped that that will encourage younger members of the legal profession to join the society and make use of the library and facilities at its building in Parliament Square.
One concern that the committee raised in the evidence session was the possibility of a sudden influx of corporate or associate members who might disagree with a decision taken by the small group of remaining full society members. The promoter responded by explaining that it would be clear from the outset—and, indeed, in the bill—that those new types of member would not have voting rights.
The bill contains a provision that will give members the ability to resign their membership in circumstances unconnected to any disciplinary matters or retirement. At present, if a member fails to pay their membership fees for two years, their membership automatically ceases. However, we heard from the promoter that that is an “unwieldy” process and that allowing members to resign their membership would be useful.
Another objective of the bill is to update some aspects of the act’s terminology. As we have heard, “Widows’ Fund” is being changed to “Dependents’ Fund”, and reference to “lawful” children is being removed.
The bill will also allow the trustees to pay annuity claims on the basis of cohabitation, depending on the
“facts and circumstances of the relationship between the deceased member and the claimant.”
The society’s treasurer and collector, Donald Skinner-Reid, was frank about the fact that the mechanics of how that might happen have not yet been fully worked out and that, in any case, the law regarding cohabitants’ rights continues to evolve.
The promoter is removing the offices of librarian and fiscal. The role of fiscal was a historic office for handling matters of discipline prior to the formation of the Law Society of Scotland and the Scottish Legal Complaints Commission, which now handle such matters. The office of librarian is being removed because, although the society will still have a librarian, that person is no longer required to be a qualified solicitor.
The last issue that I would like to cover is the committee’s role in considering whether the bill should proceed as a private bill. That aspect of the private bill process is one that most committee members have not encountered before, as it is not part of the process for the public bills that we normally scrutinise. The committee is required to satisfy itself on two points: that the bill conforms to the definition of a private bill as set out in the Parliament’s standing orders and that the accompanying documents conform to rule 9A.2.3 in the standing orders and are adequate to allow proper scrutiny of the bill.
On the first point, the committee is satisfied that the bill conforms to the definition of a private bill. On the second point, it is satisfied that the accompanying documents fulfil the requirements and allow for proper scrutiny. However, we noted that the promoter’s memorandum could have provided more detail about whether any negative comments or responses were received from members.
The committee is content with the promoter’s conclusion, in the promoter’s memorandum and in the evidence session, that promoting a private bill is the most appropriate and best available method of achieving the promoter’s aims.
However, the committee had one recommendation regarding the promoter’s statement. We noted in the preliminary stage report that the promoter had stated its intention to inform all the tenants of the society’s building about the bill. In the evidence session, the promoter confirmed that the tenants in the lower part of the building had not been informed. That was, in part, because the bill would not alter those tenants’ position. The committee recommended that the promoter ensure that all tenants be notified about the bill and proposed changes to the society’s constitution. A follow-up letter from the society’s secretary has stated that such letters have now been sent.
I welcome the promoter’s acceptance of all the recommendations that the committee made in its report and the fact that it will propose amendments to be lodged at the consideration stage to address those recommendations. I confirm that the committee recommends that the Parliament agree to the general principles of the Solicitors in the Supreme Courts of Scotland (Amendment) Bill and that it should proceed as a private bill.
19 August 2020
Vote at Preliminary Stage

Preliminary Stage Vote transcript
The Presiding Officer (Ken Macintosh)
There is one question to be put as a result of today’s business. The question is, that motion S5M-22407, in the name of Christine Grahame, on the Solicitors in the Supreme Courts of Scotland (Amendment) Bill, be agreed to.
Motion agreed to,
That the Parliament agrees to the general principles of the Solicitors in the Supreme Courts of Scotland (Amendment) Bill and that the bill should proceed as a private bill.
Meeting closed at 16:41.19 August 2020
Consideration Stage
Members of the Private Bill Committee can propose changes to the Bill. Objections and changes are considered and then decided on by the committee.
Changes to the Bill
MSPs can propose changes to a Bill – these are called 'amendments'. The changes are considered then voted on by the lead committee.
The lists of proposed changes are known as a 'marshalled list'. There's a separate list for each week that the committee is looking at proposed changes.
The 'groupings' document groups amendments together based on their subject matter. It shows the order in which the amendments will be debated by the committee and in the Chamber. This is to avoid repetition in the debates.
How is it decided whether the changes go into the Bill?
When MSPs want to make a change to a Bill, they propose an 'amendment'. This sets out the changes they want to make to a specific part of the Bill.
The group of MSPs that is examining the Bill (lead committee) votes on whether it thinks each amendment should be accepted or not.
Depending on the number of amendments, this can be done during one or more meetings.
Meeting at Consideration Stage
Documents with the Amendments considered at the meeting that was held on 7 September 2020:
First meeting at Consideration Stage transcript
The Convener (Christine Grahame)
Good morning and welcome to the second meeting in 2020 of the Solicitors in the Supreme Courts of Scotland (Amendment) Bill Committee.
Today, we will consider the bill at consideration stage. Consideration stage normally consists of consideration of objections, then formal proceedings on amendments. However, no objections were lodged in this instance.
The promoter has suggested 11 amendments, which I have lodged on behalf of the promoter. The committee will need to debate and decide on the amendments, and formally consider and agree the individual sections and long title of the bill.
Before the committee can do that, it is first required to screen the amendments to ensure that they do not adversely affect private interests. In such an event, it might be necessary to defer the rest of consideration stage until anyone who might be adversely affected had an opportunity to make their views known. However, based on the advice that I have received from the clerks, my view is that none of the amendments adversely affects private interests. Do committee members agree? Please indicate agreement by saying so. I see that members are instead nodding their heads to indicate their agreement.
In that case, we turn to the disposal of amendments. Any required voting will be by members nodding their agreement or speaking.
I turn to the marshalled list.
Section 1—Amendment of the 1871 Act
The Convener
Amendment 1 is grouped with amendments 7 to 11. Amendments 1 and 7 to 11 address the committee’s recommendation at preliminary stage that the procedure set out in the bill for winding up the Society of Solicitors in the Supreme Courts of Scotland be strengthened. We were concerned that, in the worst case of the society one day having to be wound up, the procedures in the bill might not be detailed or robust enough to manage any tensions over the disposal of the society’s assets.
The committee recommended that the society’s members be consulted as to how any property should be distributed. Amendments 7, 8 and 9 require that consultation to take place, and the consultation to occur before the meeting at which members would discuss a proposal to wind up the society.
The committee also questioned whether the bill should specify a quorum for certain meetings at which key decisions about the society would be made, and whether a voting threshold should be considered. Amendments 1, 10 and 11 address that issue and ensure that a voting threshold must be set up for any decision to wind up the society.
I welcome the amendments, which were proposed by the promoter, and I am pleased to move amendment 1 on the promoter’s behalf.
No member has indicated that they wish to address the amendments.
The question is, that amendment 1 be agreed to. Are we agreed? Members are nodding their agreement—this is very strange, but there we are.
Amendment 1 agreed to.
The Convener
Amendment 2 is grouped with amendments 5 and 6. Amendments 2, 5 and 6 are minor and technical amendments.
Amendment 2 relates to the retitling of the “Widows’ Fund” as the “Dependents’ Fund”.
Amendment 5 clarifies the type of general meeting in which a member who is created under a new form of membership is not entitled to participate.
Amendment 6 makes the Solicitors in the Supreme Courts of Scotland Act 1871 more consistent in terms of style.
I move amendment 2 on the promoter’s behalf.
No member has indicated that they wish to address the amendments.
Amendment 2 agreed to.
The Convener
Amendment 3 is grouped with amendment 4. Amendments 3 and 4 relate to the procedure for closing the dependents fund. In its preliminary stage report, the committee noted that the bill requires that the society’s members be notified in advance of any proposal to close the dependents fund completely. However, the bill does not require annuitants or prospective annuitants to be notified. Amendments 3 and 4 therefore require that all annuitants and prospective annuitants be notified in advance of any decision to close the dependents fund completely.
I believe that the amendments will improve the bill, and I am pleased to move amendment 3 on the promoter’s behalf.
No member has indicated that they wish to address the amendments.
Amendment 3 agreed to.
Amendments 4 to 11 moved—[Christine Grahame]—and agreed to.
Section 1, as amended, agreed to.
Sections 2 to 5 agreed to.
Long title agreed to.
The Convener
As the consideration stage of the bill is now complete, this is likely to be the committee’s final meeting. The bill will now proceed to the final stage, which will take place in the chamber.
I thank the promoter and committee members for their assistance and work on the bill.
Meeting closed at 11:06.7 September 2020
Final Stage
MSPs can propose amendments to the Bill and then vote on each of these. Finally, they vote on whether the Bill should become law
Final Stage amendments
No Final Stage amendments were lodged.
Final debate on the Bill
The MSPs discuss the final stage of the Bill.

Final debate transcript
The Deputy Presiding Officer (Linda Fabiani)
The next item of business is a debate on motion S5M-23014, in the name of Christine Grahame, on the final stage of the Solicitors in the Supreme Courts of Scotland (Amendment) Bill.
Before the debate begins, I note that the Presiding Officer is required under standing orders to decide whether, in his view, any provision of the bill relates to a protected subject matter—that is, whether it modifies the electoral system and franchise for Scottish parliamentary elections. In the case of the bill, he has decided that no provision relates to a protected subject matter. Therefore, the bill does not require a supermajority for it to be passed at the final stage.
15:36Christine Grahame (Midlothian South, Tweeddale and Lauderdale) (SNP)
I am pleased to open the final stage debate on the Solicitors in the Supreme Courts of Scotland (Amendment) Bill. I thank my colleagues on the private bill committee—Bill Bowman, who was the deputy convener, Daniel Johnson and John Mason—for their work.
The bill was introduced on 26 September 2019, and is being promoted by the Society of Solicitors in the Supreme Courts of Scotland—the SSC Society. The bill passed its preliminary stage on 19 August 2020 and completed its consideration stage on 7 September 2020.
If Parliament passes the bill today, it will give the SSC Society powers to wind itself up and to create new types of membership. It will allow members of the society to resign, abolish the offices of librarian and fiscal, and rename the widows fund as the dependents fund, as well as close that fund to new members, or close it completely.
As members will recall from the preliminary stage debate, the benefits of membership of the society today include access to the society’s building at Parliament house in Edinburgh, use of a legal library and members’ lounge, and membership of the widows fund, which is renamed the dependents fund by the bill.
The society currently has about 220 members located throughout Scotland, and is run by five office bearers and a council of six members. Over recent years, demographic changes in the membership have meant that the society now finds itself with a predominantly older and retired membership, with fewer younger members joining. Apparently, that is not unusual for such societies nowadays. Therefore, there is concern that a dwindling number of members might one day find themselves in a position in which the society, or the dependents fund, needs to be wound up, but they do not have the powers to do so.
One of the objectives of the bill is to enable the society to attract new members and to create different forms of membership, such as corporate membership, trainee membership and associate membership. It is hoped that that will encourage younger members of the legal profession to join the society. When it is possible to do so, new members will be able to make use of the library and facilities at the society’s building in Parliament Square, albeit that that is not possible in the current circumstances.
At the preliminary stage, the committee questioned whether there was the possibility of a sudden influx of corporate or associate members, who might then disagree with a decision that was taken by the small group of remaining full society members. The promoter explained that it would be clear from the outset, and in the bill, that those new members would not have voting rights.
The bill also contains a provision that would give members the ability to resign their membership, unconnected from any disciplinary matters or retirement. At present, if a member fails to pay their membership fees for two years, their membership automatically ceases. However, we heard from the promoter that it is an “unwieldy process”, and that allowing members to resign their membership would be useful.
Part of the committee’s role has been to assess whether the bill will actually achieve its objectives. The committee undertook a thorough examination of the bill at the preliminary stage. We considered the purpose of the bill and whether it would give the society the powers that it requires. We also considered whether the bill should proceed as a private bill.
One of the interesting aspects of being involved with the bill has been in gaining an understanding of how private bills differ from the public bills that are scrutinised by Parliament. For a private bill, the committee is required to satisfy itself on two points: that the bill conforms to the definition of a private bill as set out in standing orders, and that the accompanying documents conform to standing orders and are adequate to allow proper scrutiny of the bill.
On 17 December 2019, the committee therefore held an evidence session with the society’s office bearers and their drafting adviser. During the committee’s evidence session with the promoter, the office bearers emphasised from the outset that they do not expect to wind up the fund or the society any time soon. However, they wish to have the mechanisms in place, in case they are required in the future, so that winding up can proceed in an orderly fashion. It is understandable that the current office bearers wish to avoid leaving members with the prospect of having to raise an urgent action before the Court of Session.
The committee asked about how winding up of assets would work, and questioned whether the procedures for closing the newly named dependents fund and for winding up the society are robust enough. My committee colleagues will provide more detail on the amendments that were made at consideration stage, which strengthened the bill.
The committee’s preliminary stage report, which was published on 15 January 2020, covers in some detail our questions about and recommendations on the bill. That was reflected in the preliminary stage debate, which was held on 19 August. The bill passed the preliminary stage when, in line with the committee’s recommendation, Parliament agreed to the general principles of the bill and agreed that it should proceed as a private bill.
As no objections were lodged during the initial 60-day objection period, the committee turned at consideration stage straight to amendments. I lodged 11 amendments on the promoter’s behalf, which all addressed recommendations in the committee’s preliminary stage report. My committee colleagues will touch on other aspects of our work on the bill, including consideration stage amendments.
I conclude by stating that the committee recommends that Parliament agrees that the bill be passed.
I move,
That the Parliament agrees that the Solicitors in the Supreme Courts of Scotland (Amendment) Bill be passed.
15:42Daniel Johnson (Edinburgh Southern) (Lab)
I, too, would like to thank my colleagues for their work on the bill to this stage, and I add my thanks to the clerks. Briefly, I will depart very slightly from my script. The work that is carried out on private bills is incredibly important and is an important duty that we have in the Parliament. It is, by its very nature, niche, but it is obviously of fundamental importance to organisations such as the Society of Solicitors in the Supreme Courts of Scotland, the functions and underpinnings of which are set out in statute. I therefore thank the clerks for keeping us straight, for keeping on top of the detail and for getting the bill through to this stage.
I intend to concentrate on the mechanisms that are required for the winding up of the society, and on certain aspects of the society’s meetings.
The promoter made it clear from the outset that the main aim of the bill is to address the lack in the Solicitors in the Supreme Courts of Scotland Act 1871 of powers to wind up the society. It came to the attention of the current office bearers that, should the society one day find itself in the regrettable position of having to wind up, it currently lacks the powers to do so. Understandably, the office bearers do not wish to find themselves, as one put it,
“aged 85 and the only person left at the table,”
only able to
“resign from office, walk away and leave an organisation that still exists with nobody to manage it.”—[Official Report, Solicitors in the Supreme Courts of Scotland (Amendment) Bill Committee, 17 December 2019; c 10.]
Quite so. The bill therefore inserts into the 1871 act section 52B, which sets out the general process for decisions on the winding up of the society.
The process starts with the council agreeing a proposal to wind up the society, followed by either a general meeting of the members or byelaws being made to decide the procedures to be followed at a special general meeting. The society’s members must be given at least 30 days’ notice of the special general meeting at which they will consider the proposal to wind up the society, using the previously agreed procedure.
If the members vote to wind up the society, the council will implement that decision, either in accordance with the arrangements that have been made by the society or in such manner as the council considers expedient.
At the preliminary stage, the committee questioned whether the procedure to dispose of the society’s assets was detailed and robust enough to encompass any tensions as a result of the division of the society’s substantial assets. We noted that, even with the best of intentions, the division of assets may lead to tensions. It was therefore welcome that the promoter proposed amendments to the bill at the consideration stage to strengthen the procedure around the division of the society’s assets, which include the society’s headquarters, situated just off the Royal Mile.
The bill has therefore now been amended to require that the society’s members are consulted on how any property be distributed in the event of the society being wound up. That consultation must take place before the special general meeting where members would discuss any proposal to wind up the society.
I hope that I have provided members with useful detail on how the bill has been amended at the consideration stage to strengthen the procedures for winding up the society. However, as the promoter has made clear throughout the passage of the bill, it is hoped that those procedures will not be required any time soon. I agree with the committee’s recommendation that the Scottish Parliament agrees to pass the bill.
15:46John Mason (Glasgow Shettleston) (SNP)
I, too, thank my colleagues on the committee, the clerks and the promoter for their work in getting the bill to this stage, and I thank the convener, Christine Grahame, for moving the motion and for her professional way of chairing the committee.
As the convener mentioned, the bill is necessary as the promoter has noted the changing demographics in the society. The office bearers are currently faced with an ageing membership that may result in their one day having to wind up the society. The committee therefore agrees with the promoter that it is necessary to ensure that, should that unfortunate circumstance take place, the society has the powers that it requires to allow for an orderly closure of the society, the dependents fund or both.
The Solicitors in the Supreme Courts of Scotland Act 1871 set out the procedures that govern the society’s widows fund. The bill has renamed that fund the dependents fund and has inserted new detailed procedures that would allow for it to be closed to new members or closed completely. Those procedures include an actuarial investigation, a meeting of the members to consider a resolution to close the fund and the offer of
“such lump sum or other payment as seems reasonable”
for the annuitants or potential future annuitants. Any residual money would then transfer to the society.
Although the committee generally agreed with those provisions, we noted that the promoter might want to consider, as part of the winding-up procedures, a provision in the bill that the beneficiaries and any prospective beneficiaries should be notified of a proposal to close the fund. The promoter accepted that recommendation and amendments were lodged at the consideration stage to address that. Those amendments mean that the bill now requires that all annuitants and prospective annuitants be notified in advance of any decision to close the dependents fund completely.
The committee also examined the procedures involved in winding up the society; our intention was to ensure that the procedures were as robust as possible and that the promoter would not find itself in the position of having to come back to Parliament again to amend the 1871 act. Although we agreed that it is the right of the society’s members to make their own decisions about its future, we considered that some of the practical procedures around the decision making could be strengthened.
At the preliminary stage, the committee heard that
“typically, only around 10 of the 220 current members attend the statutory general meetings.”
We noted our concerns about the lack of requirement in the bill for a quorum in the decision-making process and the fact that a voting threshold was not mandatory for meetings where winding-up decisions were to be taken. The committee therefore welcomed the promoter’s proposed amendments to ensure that, for any decision to wind up the society, a voting threshold must be set, which the bill now requires.
It has been interesting to experience the private bill process and to play a slightly different role from the usual one of a committee member. Generally speaking, I enjoy a bit of controversy, but there has been none of that in the bill. However, it has been interesting.
I agree with the committee’s recommendation that the Scottish Parliament agrees that the bill be passed.
15:49Bill Bowman (North East Scotland) (Con)
In closing on behalf of the committee, I, too, thank my colleagues for their work on the bill so far, and I again thank the Society of Solicitors in the Supreme Courts of Scotland’s secretary, Robert Shiels, for showing us around the society’s building at Parliament Square. It was a useful visit and helped to set the context for the position that the society, which has an entirely voluntary membership, now finds itself in.
The Solicitors in the Supreme Courts of Scotland Act 1871 forms the statutory constitution for the society. However, one omission from the act was any powers for the society to wind itself up, either because the then members did not foresee a day when the society might not exist, or because they deliberately did not include powers that would allow the society to close down. In 1979, elements of the 1871 act were amended to reflect the changes that had occurred over the previous century, but the issue of the lack of powers was not addressed.
As my colleagues have mentioned, the society’s office bearers were clear from the outset that there is no wish to close the dependents fund or the society in the near future. However, the office bearers have acted prudently by ensuring that, should the bill be passed today, the society’s constitution will now set out the necessary powers to allow it to be wound up.
In the bill’s accompanying documents and in evidence to the committee, the promoter set out a number of alternatives that were considered instead of primary legislation. The promoter’s memorandum notes:
“Under the common law, the doctrine of cy pres would allow trustees to make an application to the Court of Session to have the terms of a public trust varied where the purposes of the trust are or have become impossible to fulfil or have become particularly inappropriate.”
However, due to the nature of the dependents fund, any attempt by the trustees to close the fund or vary the payment of entitlement to lump sums against future entitlements, means that, according to the promoter,
“a cy pres scheme is very unlikely to be approved by the Court.”
The promoter also noted that section 9 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 gives the sheriff court and the Court of Session powers to
“approve a scheme for the variation or reorganisation of the trust purposes”
in any public trust. However, as with the cy pres scheme, the trustees believed that to be unsuitable for the dependents fund.
The trustees also considered sections 39 and 40 of the Charities and Trustee Investments (Scotland) Act 2005 as a means of providing the required powers but concluded that
“the use of the Fund cannot be said to be dedicated to charitable purposes as such and so it would not seem to qualify”
under the 2005 act.
The bill therefore seeks to modernise the society’s statutory constitution, which is the 1871 act, and its purposes include giving the society powers to wind itself up in the future; creating new types of membership; making new provision to allow members of the society to resign; and abolishing the offices of librarian and fiscal.
One of the other objectives of the bill is to update some aspects of the act’s terminology. Widows fund is being changed to dependents fund and reference to lawful children is being removed. The bill will allow the trustees to pay annuity claims based on cohabitation, depending on the facts and circumstances between the deceased member and the claimant.
As I noted at preliminary stage, the promoter is also removing the offices of librarian and fiscal. The role of fiscal was a historic office for handling matters of discipline, which are now dealt with by the Law Society of Scotland and the Scottish Legal Complaints Commission. The office of librarian is being removed because, although the society will still have a librarian, that person is no longer required to be a qualified solicitor.
As my colleagues have noted, 11 amendments were lodged on behalf of the promoter at the consideration stage. Those amendments improve the bill and strengthen the procedures surrounding the winding up of the society and the dependents fund. I am grateful to the promoter for taking on board the recommendations in our preliminary stage report.
The amendments not yet mentioned by my colleagues include minor and technical amendments, such as ensuring that the 1871 act is consistent in terms of style. One amendment also clarified the type of meeting that a member holding one of the new forms of membership that the bill creates would not be entitled to participate in.
The bill has been fascinating to work on, not least because it has meant that the committee has played a small part in a society that has been in existence for more than two centuries. When the society was formed in 1784, and made a body corporate through a royal charter that was granted in 1797, I doubt that the founding members could have envisaged their society being debated in the Scottish Parliament more than 200 years later. Perhaps we might think of what might be happening here in 2220.
The setting up of the widows fund—now the dependents fund—in 1817 also means that annuities have been paid to the surviving spouses and orphans of the society’s members for more than 200 years.
I agree with the committee’s recommendation that the Scottish Parliament agrees that the bill be passed.
The Deputy Presiding Officer
Thank you, Mr Bowman. That was very succinct. I can confirm that Mr Bowman did not speak for nine minutes—I forgot to restart the clock.
That concludes the final stage of the Solicitors in the Supreme Courts of Scotland (Amendment) Bill.
3 December 2020
Final vote on the Bill
After the final discussion of the Bill, MSPs vote on whether they think it should become law.

Final vote transcript
The Deputy Presiding Officer (Christine Grahame)
There are four questions to be put as a result of today’s business. The first question is, that motion S5M-23014, in the name of Christine Grahame, on the Solicitors in the Supreme Courts of Scotland (Amendment) Bill, be agreed to.
As the motion is on a bill, we must move to a vote. I suspend the meeting to allow members to access the digital voting system.
17:38 Meeting suspended.17:44 On resuming—
The Deputy Presiding Officer
I ask that members now vote on motion S5M-23014, please.
For
Adam, George (Paisley) (SNP)
Adamson, Clare (Motherwell and Wishaw) (SNP)
Allan, Alasdair (Na h-Eileanan an Iar) (SNP)
Arthur, Tom (Renfrewshire South) (SNP)
Baillie, Jackie (Dumbarton) (Lab)
Baker, Claire (Mid Scotland and Fife) (Lab)
Balfour, Jeremy (Lothian) (Con)
Ballantyne, Michelle (South Scotland) (Ind)
Beamish, Claudia (South Scotland) (Lab)
Beattie, Colin (Midlothian North and Musselburgh) (SNP)
Bibby, Neil (West Scotland) (Lab)
Bowman, Bill (North East Scotland) (Con)
Boyack, Sarah (Lothian) (Lab)
Briggs, Miles (Lothian) (Con)
Brown, Keith (Clackmannanshire and Dunblane) (SNP)
Burnett, Alexander (Aberdeenshire West) (Con)
Cameron, Donald (Highlands and Islands) (Con)
Campbell, Aileen (Clydesdale) (SNP)
Carlaw, Jackson (Eastwood) (Con)
Carson, Finlay (Galloway and West Dumfries) (Con)
Coffey, Willie (Kilmarnock and Irvine Valley) (SNP)
Cole-Hamilton, Alex (Edinburgh Western) (LD)
Constance, Angela (Almond Valley) (SNP)
Corry, Maurice (West Scotland) (Con)
Crawford, Bruce (Stirling) (SNP)
Cunningham, Roseanna (Perthshire South and Kinross-shire) (SNP)
Davidson, Ruth (Edinburgh Central) (Con)
Denham, Ash (Edinburgh Eastern) (SNP)
Dey, Graeme (Angus South) (SNP)
Doris, Bob (Glasgow Maryhill and Springburn) (SNP)
Dornan, James (Glasgow Cathcart) (SNP)
Ewing, Annabelle (Cowdenbeath) (SNP)
Ewing, Fergus (Inverness and Nairn) (SNP)
Fabiani, Linda (East Kilbride) (SNP)
Fee, Mary (West Scotland) (Lab)
Findlay, Neil (Lothian) (Lab)
Finnie, John (Highlands and Islands) (Green)
FitzPatrick, Joe (Dundee City West) (SNP)
Forbes, Kate (Skye, Lochaber and Badenoch) (SNP)
Gibson, Kenneth (Cunninghame North) (SNP)
Gilruth, Jenny (Mid Fife and Glenrothes) (SNP)
Golden, Maurice (West Scotland) (Con)
Gougeon, Mairi (Angus North and Mearns) (SNP)
Grant, Rhoda (Highlands and Islands) (Lab)
Gray, Iain (East Lothian) (Lab)
Greene, Jamie (West Scotland) (Con)
Halcro Johnston, Jamie (Highlands and Islands) (Con)
Hamilton, Rachael (Ettrick, Roxburgh and Berwickshire) (Con)
Harper, Emma (South Scotland) (SNP)
Harris, Alison (Central Scotland) (Con)
Harvie, Patrick (Glasgow) (Green)
Haughey, Clare (Rutherglen) (SNP)
Hepburn, Jamie (Cumbernauld and Kilsyth) (SNP)
Johnson, Daniel (Edinburgh Southern) (Lab)
Kelly, James (Glasgow) (Lab)
Kerr, Liam (North East Scotland) (Con)
Kidd, Bill (Glasgow Anniesland) (SNP)
Leonard, Richard (Central Scotland) (Lab)
Lindhurst, Gordon (Lothian) (Con)
Lochhead, Richard (Moray) (SNP)
Lockhart, Dean (Mid Scotland and Fife) (Con)
Lyle, Richard (Uddingston and Bellshill) (SNP)
MacDonald, Angus (Falkirk East) (SNP)
MacDonald, Gordon (Edinburgh Pentlands) (SNP)
Macdonald, Lewis (North East Scotland) (Lab)
MacGregor, Fulton (Coatbridge and Chryston) (SNP)
Mackay, Rona (Strathkelvin and Bearsden) (SNP)
Macpherson, Ben (Edinburgh Northern and Leith) (SNP)
Maguire, Ruth (Cunninghame South) (SNP)
Martin, Gillian (Aberdeenshire East) (SNP)
Mason, John (Glasgow Shettleston) (SNP)
Mason, Tom (North East Scotland) (Con)
Matheson, Michael (Falkirk West) (SNP)
McAlpine, Joan (South Scotland) (SNP)
McArthur, Liam (Orkney Islands) (LD)
McKee, Ivan (Glasgow Provan) (SNP)
McKelvie, Christina (Hamilton, Larkhall and Stonehouse) (SNP)
McMillan, Stuart (Greenock and Inverclyde) (SNP)
McNeill, Pauline (Glasgow) (Lab)
Mitchell, Margaret (Central Scotland) (Con)
Mountain, Edward (Highlands and Islands) (Con)
Mundell, Oliver (Dumfriesshire) (Con)
Neil, Alex (Airdrie and Shotts) (SNP)
Paterson, Gil (Clydebank and Milngavie) (SNP)
Rennie, Willie (North East Fife) (LD)
Robison, Shona (Dundee City East) (SNP)
Ross, Gail (Caithness, Sutherland and Ross) (SNP)
Rumbles, Mike (North East Scotland) (LD)
Ruskell, Mark (Mid Scotland and Fife) (Green)
Russell, Michael (Argyll and Bute) (SNP)
Sarwar, Anas (Glasgow) (Lab)
Scott, John (Ayr) (Con)
Simpson, Graham (Central Scotland) (Con)
Smyth, Colin (South Scotland) (Lab)
Somerville, Shirley-Anne (Dunfermline) (SNP)
Stevenson, Stewart (Banffshire and Buchan Coast) (SNP)
Stewart, Alexander (Mid Scotland and Fife) (Con)
Stewart, David (Highlands and Islands) (Lab)
Stewart, Kevin (Aberdeen Central) (SNP)
Todd, Maree (Highlands and Islands) (SNP)
Tomkins, Adam (Glasgow) (Con)
Torrance, David (Kirkcaldy) (SNP)
Watt, Maureen (Aberdeen South and North Kincardine) (SNP)
Wells, Annie (Glasgow) (Con)
Wheelhouse, Paul (South Scotland) (SNP)
White, Sandra (Glasgow Kelvin) (SNP)
Wightman, Andy (Lothian) (Green)
Wishart, Beatrice (Shetland Islands) (LD)
Yousaf, Humza (Glasgow Pollok) (SNP)
The Deputy Presiding Officer
The result of the division on motion S5M-23014, in the name of Christine Grahame, on the Solicitors in the Supreme Courts of Scotland (Amendment) Bill, is: For 109, Against 0, Abstentions 0.
Motion agreed to,
That the Parliament agrees that the Solicitors in the Supreme Courts of Scotland (Amendment) Bill be passed.
The Deputy Presiding Officer
The next question is, that motion S5M-23564, in the name of Paul Wheelhouse, on the Heat Networks (Scotland) Bill, be agreed to.
Motion agreed to,
That the Parliament agrees to the general principles of the Heat Networks (Scotland) Bill.
The Deputy Presiding Officer
The next question is, that motion S5M-23140, in the name of Kate Forbes, on the financial resolution on the Heat Networks (Scotland) Bill, be agreed to.
Motion agreed to,
That the Parliament, for the purposes of any Act of the Scottish Parliament resulting from the Heat Networks (Scotland) Bill, agrees to—
(a) any expenditure of a kind referred to in Rule 9.12.3(b) of the Parliament’s Standing Orders arising in consequence of the Act, and
(b) any charge or payment in relation to which Rule 9.12.4 of the Standing Orders applies arising in consequence of the Act.
The Deputy Presiding Officer
I propose to ask a single question on the two Parliamentary Bureau motions, unless any member objects.
As no member objects, the question is, that motions S5M-23574 and S5M-23589, in the name of Graeme Dey, on behalf of the Parliamentary Bureau, be agreed to.
Motions agreed to,
That the Parliament agrees that the following change to committee membership will apply from 7 December 2020—
Neil Bibby to replace Anas Sarwar as a member of the Public Audit and Post-legislative Scrutiny Committee
That the Parliament agrees that—
Gordon MacDonald be appointed to replace Gail Ross as a member of the Local Government and Communities Committee;
Gail Ross be appointed to replace Willie Coffey as a member of the Public Audit and Post-legislative Scrutiny Committee;
Christine Grahame be appointed to replace Annabelle Ewing as a member of the Culture, Tourism, Europe and External Affairs Committee; and
John Mason be appointed to replace Shona Robison as a member of the COVID-19 Committee.
Meeting closed at 17:45.3 December 2020