As advised in the Society’s News Letter and at the 2021 Annual General Meeting, the Society is planning to seek members’ consent at the 2022 Annual General Meeting to convert to a Charitable Incorporated Organisation. The consent of the Charity Commission will also be required.

Why is the Society doing this?

The current status as an unincorporated charity means that the Society has no legal personality. It cannot enter into contracts in its own name, but only in the personal names of its trustees. The conversion to the more modern structure is a route many charities have taken to ensure that the Society can act in its own name. The fiduciary duty of the trustees is not affected, but it can be easier to attract new trustees to a CIO than to an unincorporated charity.

What will be the process?

At the 2022 AGM members will be asked to vote in favour of a resolution to dissolve the current charity conditional upon the Charity Commission giving its consent to the establishment of the new CIO. The business of the old charity will seamlessly transfer to the new one once the Charity Commission approved the new CIO. The new charity will have a new number, but the same name and the same charitable objects as the old one.

How will voting take place?

Members will be sent a pack on or before 31 May 2022 which will contain an explanation of the proposals, the text of the resolution to which members’ approval is sought, and a voting paper. Members may vote by post in advance of the AGM by completing the voting instructions and nominating the Chair of the AGM as their proxy. We would very much prefer members to vote by post to avoid the complication of taking a vote in person at the AGM, but voting in person at the AGM will be possible. Members voting in person may be asked to verify their identity at the meeting.

How will members know that the vote has been properly conducted whether by post or in person?

The Society is arranging for an independent scrutineer to oversee the counting of the votes, whether submitted by post or in person. The identity of this person will be advised in due course.

What else will change?

The trustees propose to introduce a new constitution for the CIO to govern the Society’s affairs. The existing constitution was drafted in 1994 and last amended in 2003. It predates the Charities Act 2011. It does not, for example, contemplate electronic communication. It badly needs updating. The current draft of the proposed new constitution can be found here. It is not in final form, but is unlikely to change much. Members will not be asked to vote on it, but may make comments and raise questions. A comparison of the old constitution and the new can be found here. The small number of differences between the proposed new constitution and the Charity’s Commission’s template are explained here.

What will happen to my membership?

It will be transferred to the CIO. Your membership number and subscription date will remain unchanged.

What if members do not vote in favour or the Charity Commission refuses to register the CIO?

The current charity will continue as an unincorporated entity and the constitution will remain unchanged.

How will the trustees vote?

The trustees have unanimously supported this proposal from the outset and will be voting in favour of the resolution.

This page will be updated regularly as the process advances towards the 2022 AGM. Any questions may be raised by email to cio@jasoc.org.uk or by contacting the Honorary Secretary.

Last update: 17 February 2022