EGM 2013/Resolutions
These are a set of draft resolutions which have been drafted by our lawyers Stone King, which would if passed bring into effect parts of the Governance Review recommendations, specifically those which would affect the 2013 AGM elections, and also fulfill the longstanding commitment to review the voting system we use. Comments are very welcome, whether on the drafting of these motions, or on substantive alternatives that the EGM ought to consider. The comments already there in italics are Stone King's commentary. I have not reviewed these changes in detail myself yet, I wanted to get them up here as soon as possible for public discussion. The Board will decide what motions to put to the EGM in time for the formal deadline for the meeting. It would also be sensible to move an amendment to the Election Rules at the same time. The Land (talk) 20:09, 6 March 2013 (UTC)
The current wording is shown at Articles of Association. A marked up version of this page showing variations from the United Kingdom Charity Commission's Model constitution is shown at Articles of Association/Mark up
Number of Directors
1) Article 14.3 shall be amended to read: The number of Directors shall be not less than three and not more than 11 (unless otherwise determined by ordinary resolution).
Composition of the Board
2) Article 14.4 shall be amended to read:
Ordinarily, the Directors shall comprise 7 Elected Directors elected by the charity in accordance with Article 17.1 and 3 additional, Co-opted Directors appointed by the Board in accordance with Article 17.2. From time to time, in the interests of the charity, a further fourth Co-opted Trustee may be appointed by the Board in the same way, provided at all times that the total number of Directors shall not exceed the maximum specified at Article 14.3.
Comment: Provides for a further fourth Co-opted Director to be appointed by the Board, from time to time, in the interests of the charity, to fill up to the maximum 11 Directors; otherwise there will ordinarily be 10 Directors.
3) Article 16 shall be amended to read:
16.1 Elected Directors shall retire from office at the second Annual General Meeting since their last appointment, unless by the close of the meeting there are insufficient Directors to hold a quorate meeting of the Directors.
16.2 Co-opted Directors shall retire from office after two years from the date of their appointment and become eligible for reappointment, in accordance with Article 17.2, if the Trustees see fit.
16.3 Should the number of Directors not retiring at an Annual General Meeting, due to not being required to retire by Article 16.1 and not choosing to retire voluntarily, number fewer than half the maximum number of Elected Trustees (rounded down, if necessary) then a number of Directors appointed at that Annual General Meeting equal to half the maximum size of the Board (rounded down, if necessary) less the number of directors not retiring shall be required to retire at the next Annual General Meeting.
16.4 If some Directors appointed at an Annual General Meeting are required to resign at the next Annual General Meeting under Article 16.3, the Directors so required shall be determined by an Ordinary Resolution of the Annual General Meeting that appointed them. Should that meeting fail to make such a determination, the determination shall be made at the first meeting of the Board following that meeting by the Chair drawing lots.
16.5 If an Elected Director is required to retire at an Annual General Meeting by a provision of these articles the retirement shall take effect upon the conclusion of the meeting.
Comment: Distinguishes between Elected Directors and Co-opted Directors to specify that Elected Directors stand down after the second AGM (as before) and Elected Trustees stand down an equivalent 2 years after appointment (which may occur at any time in the year).
Articles 16.3 and 16.4 (which derive from existing Articles 16.2 and 16.3) have the effect of balancing the numbers of Elected Directors stepping down each year, so that no more than half the maximum number of Elected Directors should retire each year. Article 16.4 achieves this by requiring the number of Elected Directors exceeding one half of the maximum to stand down after just one year. Arguably, the introduction of Co-opted Directors, may provide more continuation on the Board, making these rather complex provisions less necessary, so the charity may wish to consider removing them.
3) Article 17 shall be amended to read:
17.2 Subject to Article 14.4, the Board may appoint such persons to act as Co-opted Directors as it sees fit, in order to achieve a balanced set of skills and experience on the Board, in the interests of the charity.
Comment: This power is included to permit the appointment of Co-opted Directors.
17.3 No person may be elected as an Elected Director unless:
(a) he or she is retiring as a Director; or (b) not less than fourteen nor more than thirty-five clear days before the date of the meeting, the charity is given a notice that: (i) is signed by a member entitled to vote at the meeting; (ii) states the member's intention to propose the appointment of a person as an Elected Director; (iii) contains the details that, if the person were to be appointed, the charity would have to file at Companies House; and (iv) is signed by the person who is to be proposed to show his or her willingness to be appointed.
Comment: Note that the window of between 14 and 35 days before the meeting is not fixed by law and could be amended. This provision may cause practical difficulties, because it does not align with the notice period for the relevant meeting. In practice extending the 35-day limit would require advance knowledge of when the meeting is to occur. Shortening the 7-day limit may result in difficulties with preparing ballot papers to include last-minute entrants.
17.4 All Members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days' notice of any election to appoint a Director other than a Director who is to retire.
Comment: See comment to 17.3 above.
17.5 Where a vacancy among the Elected Directors has arisen due to the resignation, death or ineligibility of an Elected Director, the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act as a replacement Elected Director. A Director so appointed must retire at the next annual general meeting.
Comment: Retains the requirement that a replacement Elected Director must be appointed by a unanimous decision of the other directors on the basis that this is not the same activity as Co-option under 17.2. However this could be changed if desired.
17.6 The appointment of a Director, whether by the charity or by the other Directors, must not cause the number of Directors to exceed the maximum number of Directors specified at Article 14.3.
Change to voting system - replacing Approval Voting with STV
4) Article 17 shall be amended to read:
17.1 The Members of the Charity shall elect Elected Directors according to the Single Transferable Vote system, as propounded by the Society for Electoral Reform, but the precise terms of the election of which shall be determined by the Board and detailed in regulations issued by them for that purpose. The results of each such election shall be declared as soon as practically possible after the vote has closed and the successful Elected Directors duly be appointed with effect from the end of the AGM at which the results are declared.
Comment: Incorporates the STV system. It is prudent to reserve powers to the Board, as we have done here, to determine how the vote occurs in practice; to specify the detail of the procedure in the Articles would be complex and unnecessarily inflexible.