As advised in the Society’s News Letter and at the 2021 Annual General Meeting, the Society sought 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.
Members at Society and at Branch level voted overwhelmingly to support this initiative, casting 539 votes in favour, 2 against, with 4 ballots spoiled. The next step will be to submit an application to the Charity Commission to register a new CIO as explained below.
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?
Following the vote at the 2022 AGM, the Charity Commission will be asked to register a new CIO. The business of the old charity will seamlessly transfer to the new one once the Charity Commission registered 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 members know that the vote has been properly conducted whether by post or in person?
The Society arranged for an independent scrutineer to oversee the counting of the votes, whether submitted by post or in person. Dorothy Newton, who is not a member of the Society, kindly agreed to fulfil this role on a pro bono basis. Dorothy has a degree in Social Administration from the University of Nottingham and, prior to her retirement in 2011, was employed in a number of administrative roles, latterly for the Scarman Trust and the London Metropolitan University Social Research Unit. The Society is very grateful to Dorothy, who has reviewed the ballots received by post prior to the AGM and who attended the AGM to observe the votes cast in person.
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.
Questions asked by members
Member 1 Questions
Q1: Why has the Society gone against the Charity Commission’s template in proposing a maximum number of trustees of 15, against the Commission’s recommendation of 12? The Society is not a large or complex organisation. The Society’s proposal hints at creating posts for friends, rather keeping to an efficient number.
Q2: The Commission’s clause on re-election is clearly aimed at preventing a self-renewing cabal emerging. I prefer the model proposal of three years. How is the reduction to one year justified?
Answer to Member 1
Thank you for your email and for taking the time to raise these questions. Before answering your specific questions I would like to observe that the Society has no employees. Therefore, everything has to be done either by the trustees themselves or by volunteers working under trustee supervision. You are right that the Society is neither large nor complex, but it does have to address the following functions:
- finance and treasury, including budgets, annual accounts and investment management
- responding to queries from members and from the public
- maintenance of the membership list and associated email addresses
- organisation of the AGM, the annual conference, and study days
- editing and publication of the annual report and the two news letters
- maintenance of the website and the social media outlets
- liaison with the Society’s branches and certain groups
- organisation and minuting of the trustee meetings
- various sponsorship arrangements
- occasional projects such as last year’s website revamp, the CIO proposal and the forthcoming 250 celebration.
Turning now to your question 1, the main reason for selecting the maximum number of trustees at 15 is the Society’s concern to ensure that there are sufficient trustees to fulfil the functions which I list above. The maximum under the current constitution is 17. With no employees, we thought that 12 would be cutting it too fine. The current number is 14 and this will reduce to 13 following the AGM when a trustee will retire. Three trustees have indicated their wish to retire in 2024. All three are responsible for significant functions.
You may have seen from page 3 of the Spring 2022 News Letter that we are appealing for applicants to become trustees. We have had no response to this notice and will be considering other methods of attracting candidates, including some recruitment websites which offer free or subsidised services to charities. Far from wishing to perpetuate a “self-renewing cabal”, we are anxious to refresh the trustee body. If you would be interested in becoming a trustee or know someone who would, please let me know.
With respect to question 2, the current constitution does not cater for the regular refreshment of the trustee body (save that certain office holders have a fixed term). The new constitution would mark a significant step forward in this respect as one third of the trustees would be required to retire and (if they wished) offer themselves for re-election, subject to a maximum of three terms, following which the one year “quarantine” period would apply. The reason for reducing this period from three years to one is the same as that set out above: we are short of trustees willing to give the necessary time commitment to fulfil the Society’s needs. Some of our most active and dedicated trustees are those who have served the Society the longest.
The Society has therefore compromised on these two aspects of the Charity Commission’s template for reasons which the Trustees believe to be justified.
Member 2 Question
Can you clarify whether there is any plan to change the situation for current life members with the introduction of the new charitable status and resultant changes to the constitution?
Answer to Member 2
The Society can assure you that membership status will be unaffected by the proposed change.
Member 3 Question
If a member has made a bequest in his or her will to the Society, will that bequest be effective for the new CIO, given that it will be a different entity with a different charity number? Alternatively, will the member have to amend his or her will to reflect the changes in order for the bequest to be effective?
Answer to Member 3
The position is unclear. Neither the legislation nor the Charity Commission guidance provides a definitive answer. Whilst the Trustees cannot give legal advice to members, any member who has been generous enough to remember the Society in his or her will is requested to consult solicitors, and to make an amendment to the will once the new registered charity number has been allocated to the CIO by the Charity Commission. A reminder to take this step will be issued when the process is more advanced.
Member 4 Question
Member 4 very kindly went carefully through the text of the proposed new constitution and identified some small errors in the text.
Answer to Member 4
The errors have been corrected, and the Society is very grateful to this member for the trouble he took in the matter. The corrected version has been uploaded.