What our new constitution means for you
Welcome to the first Chief Executive's blog. I will use my regular entry to keep you up to date on the Society's activities and I hope you will take the opportunity to comment and let me know your thoughts.
Many of you will not have been at the Society's AGM last year and so my first entry deals with the changes adopted in July 2011 regarding the Society's constitution and what that means for you.
The Annual General Meeting (AGM) that was held in July 2011 at the University of Reading was the last one to be held as part of the Society’s Summer Meetings. From July 2012, the Summer Meeting will include the Annual Charity Meeting (ACM) instead. Why is this? It is the result of the adoption of new Articles of Association and new Rules for the Society (referred to collectively as the ‘constitution’) by the membership at the AGM, replacing the 1975 version and several amendments.
The Nutrition Society is not only a registered charity but also a limited company – limited by the guarantee of £1 per member instead of having shares issued. Under the old constitution, every member of the charity was also a member of the company and the Council was the assumed governing body, delegating powers of direction to the Trustees. Unfortunately, this arrangement did not stand up to examination as it meant that the personal details of all members of the Society would be legally in the public domain – a contradiction of our Data Protection Registration, which prohibits this. As well as that, the old constitution had a number of other problems as some parts of it were based incorrectly on company law, particularly in that it gave Council power over the Trustees who, as Directors of the company, were legally in charge.
In the Autumn of 2010 the Trustees agreed that we should re-draft the constitution to take advantage of the simplified models for constitutions for charities that were afforded by the Companies Act 2006 and the Charities Act 2006 that were now established. Over the next six months, Jennifer Norton (our Business Development Manager), Catherine Rustomji (a specialist charity solicitor with Hempsons)) and I, wrote and re-wrote drafts of the Articles of Association as we struggled to make the complex as simple as possible. Drafting any legal document – even if the final version is going to be written by a solicitor – is a tortuous process. A misplaced comma can alter the whole meaning of a clause, causing difficulty for anyone relying on the constitution for guidance in years to come, so great care and attention was needed. On some occasions, we would disagree between ourselves about the meaning of some form of words; or the solicitor would redraft something that we had written, which we then hotly disputed. We also had to write new Rules for the Society as they are have set out in practical terms how things will work under the Articles, which give the Trustees their powers to act. Finally, in the Spring of 2011 we had the final documents ready and after a period of consultation with members, the new constitution was submitted to the AGM for adoption and thereafter to the Charity Commission, whose approval was also required.
So what does all this mean to members of the Society? Most importantly, it sorts out who is legally responsible for running the charity. The Trustees – whom we refer to most of the time as the Honorary Officers – are now clearly identified as the policy makers and it is they who can alter the Rules of the Society, direct the way the Society is run; acquire, hold or dispose of its assets (buildings, investments or money); create new areas of work such as the Training & Education Programme. The Trustees also direct me in the implementation of their decisions so that I can lead the staff teams in the office to deliver the business of the Society. It is the Trustees who must ensure that everything that we do is done in support of the objectives of the charity and that is why it is so important that we had to make sure the new constitution is what we really need. As the Directors of the company, it is the Trustees alone who attend the AGM, approve the annual accounts and deal with the statutory reporting under the Companies Acts. In addition, they have to add a report – the Trustees Annual Report – to the published accounts, explaining all that they have achieved in the past year, how they have spent the funds of the Society and what they have planned for the future. Any current members of the Society will be able to attend the ACM at the Summer Meeting, where elections for Honorary Officers (Trustees) and Council members will take place as they did at the old AGM. The Trustees will still present their reports to the ACM but under the new constitution, the accounts and reports will no longer be sent out by post but will be available on the website well before the meeting. The new constitution also allows for members to receive the notice of the ACM and to vote (in the event of there being a ballot) by electronic means, which we hope will mean more members will be able to participate in electing their representatives.
The Council, although its role has changed, still has a vital part to play under the new constitution. It is being reduced in size until from 2013 it will have 19 members (including the Trustees – 20 in a year when we have a President Elect). However, the smaller number of members does not mean it will be less effective as each Council member now will have both a specific area of members’ interests to represent and an attachment to a committee (or more than one if they feel up to it!) where their skills and experience can contribute to developing the Society’s activities for members. I know that governance is not what motivates most members but I must stress that good governance is essential to ensure the future health of the Society especially in the current difficult economic and political climate. It is in the long-term interest of the Society to have younger members coming forward to serve on committees, stand for Council and eventually fill Honorary Officer posts. Remember that you can volunteer to sit on a committee if you think you have a contribution to make to its area of work. You can stay for a limited period, perhaps for the duration of a specific project or event, or you can stay longer and seek election. You don’t need to be elected before you to do this – co-option is at the discretion of the chairs of the committees and enquiries are always welcome – just email email@example.com.
Latest Twitter feed