Special resolution for this weekend’s AGM re. proposed Amendments to the Constitution
The rational for the proposed amendments appear to be:
- Some wording amendments to improve clarity and/or take account of the latest relevant legislation, as well as the removal of some items which relating to the initial shift to this ”Company Only” constitution and which no longer apply.
- The remediation of some perceived gaps in the current Constitution, including additions to embody some current practices.
- Addressing some areas which were felt to have been problematic over time.
The proposed amendments may be summarised / categorised as follows:
- Some small wording changes and the removal of capitalisation in places, as well as an overhaul of the Definitions section (Article 1.1.) and the removal of some sections which were relevant only to the shift to the Company Only Constitution in 2018
Such a tidy up is to be welcomed but the removal of capitalisation has led to the Scout Method being referred to as the Scout method at Clause 4.
- Extension to the Powers listed at Clause 5 to align with the norms for a charity.
Seems to be required because the powers of a Company Limited by Guarantee must be stated in the objects set out in the Memorandum (Constitution), actions not covered there would require a Special Resolution at a general meeting.
An item titled Section 5(k) appears at #10 in the summary document but does not appear in the markedup version of the Constitution which was sent in the Meeting Notice so should not be for consideration at this AGM.
- Inclusion of exception for when “a Member is itself a charity” at Clauses 6.1 and 7.
The change to Clause 6.1 seems to be to enable the distribution of grant funding to incorporated Scout Groups. This is likely to further alienate those Scout Groups who have not yet applied for registration as a Charity and give them reason to vote against the Special Resolution.
The proposed change to Clause 7 appears to be an error as, in the event of the company winding up, it could give rise to a claim of entitlement by incorporated Scout Groups.
- Clause 8. Amended wording re. advance approvals for changes and adherence to the Companies Act.
Current wording includes an indication as to which clauses require advance approval from the Charities Regulator, whereas the proposed amendment does not.
- Articles 5, 6, 7, 11, The introduction of a stipulation that Scout Groups that are not incorporated (registered as a legal entity such as a charity or company) must nominate a single individual, referred to as the Scout Group Nominee, who will be the Member.
This will have the effect of removing Scout Groups that are not incorporated from the list of Members and adding instead the Scout Group Nominee.
It may have several unintended consequences such as, Membership lapsing if such a nominee were to write to the Company to resign, or a Scout Group Nominee deciding that they and not the Scout Group should nominate Delegates and determine how those Delegates should vote.
The wording at the Voting at General Meetings by Members’ Delegates section (Article 25) has not been amended to acknowledge the proposed changes in earlier Articles, indeed it is not obvious what amendments would be required there to avoid future confusion and/or the potential for abuse.
- Article 11.5. Allows for the resignation of a Member as a cause for termination of membership.
This allows a Scout Group to leave but brings with it the possibility that an unincorporated Scout Group would lose its “membership” if the Scout Group Nominee were to resign in writing to the Company (see also 5 above).
- Article 16. Amended to overtly permit Directors Motions to general meeting.
The summary document (#59) proposes an Article which it numbers as 16.2 which was to have the effect of clarifying that Directors Motions are not required to be considered by the Motions Committee, this appears to be absent from the markedup version of the Constitution so should not be part of the matters for consideration at this AGM.
Article 16.3. is actually a note to add something about director’s motions, thus an error. In the markedup version of the Constitution.
Article 16.4. currently specifies that the Motions Committee decides at its “absolute discretion” whether submitted motions can go forward to an AGM for discussion and may amend a proposed motion in any way, again at its absolute discretion. It would seem to be beneficial to good governance if this were modified to set out a more supportive role for the Motions Committee and then to use the same process for all proposed motions including Directors Motions, this would also be more in keeping with the volunteering nature of Scouting.
- Article 17. Clarification of voting rights at general meetings (Representatives of National Youth Fora and Honorary Life Members).
Article 17.1 is not worded the same in the markedup version of the Constitution (…in accordance with policy…) and the summary document (…in accordance with National Youth Fora’s standing orders…). The wording in the clarification is more specific and may well reflect what happens however it was not in the materials circulated at meeting notice.
- Change to The Chairperson of General Meetings (Article 24) and introduction of the role of Vice Chairperson of the Board (Articles 62-64).
The proposed changes remove the option of the Board electing one of their members to chair a general meeting where either the Chief Scout nor the Board Chairperson are in a position to chair the meeting and specifies that the Vice Chairperson of the Board would chair in those circumstances. This increases the possibility that some future general meeting could be left without a chairperson. If the election of a Board member is not seen as desirable in circumstances where Chief Scout, Board Chairperson and Board Vice Chairperson were not able to chair the meeting then it seems appropriate that the meeting would elect a suitable person present at the meeting to chair it as set out in the Companies Act 187 (3), so perhaps this should be included in the proposed amendment.
Note: The duties and responsibilities of the Board Chairperson have been amended at Articles 64.
- Scout Group to be prohibited from nominating Delegates from any other Scout Group to represent them at a general meeting (Article 25.1).
There does not seem to be any rationale given as to why this should apply and some Scout Groups may feel it is in their best interests to nominate such as delegates, the stipulation seems unnecessary and unsupportive of a Scout Groups right to determine their most appropriate representation.
- Changed wording re. when a poll can be demanded (Article 26).
The proposed wording seems to have the same effect as the current wording and doesn’t clarify the matter any better.
- Articles 31.3 and 36. The introduction of a requirement that the election of Directors “shall be made on a competency basis in accordance with the Company’s appointments policy”.
This new requirement appears likely to dissuade some from volunteering for Board membership and is unlikely to achieve a fully resourced Board.
It is open to interference and bias:
- It is unclear how competency would be measured or who would do the assessing, if self-assessment then candidates could easily mis-state their level of competency, if not self-assessment then those charged with making the assessment may be subject to bias (conscious or otherwise).
- Whoever would be charged to implement the requirement would be in a position to dissuade or prohibit some volunteers.
- The Board can amend the appointments policy at their own choosing, and it is unclear what stipulations they may put in there.
There are other ways of ensuring the soundness of Board-level decisions:
- There is already the option to co-opt to fill up to three Directors on the basis of their experience or competencies
- The Board is free to ensure that appropriate competencies exist in the resourcing of their Committees to ensure the soundness of their work
- The Board is free to invite participation by particularly experienced / skilled non-Board members in some specific discussions as required
This proposed amendment is not only unnecessary it also undermines the democratic nature of our organisation
- Articles 44.12 ,44.13, 41.14 added to increase the number conditions under which a Director vacates office.
44.12 declares that a Director vacates office if/when they are requested to resign, in writing, by not less than two thirds of their co-Directors. This is not required by either the Companies Act or the Charities Act and seems undesirable in that it could act as an easy way for Board members to ensure agreement to their point of view and thus impede good governance practise.
- The proposal is to expand on the description of Directors duties and responsibilities set out at Article 49.
To take account of relevant stipulations of Charities Act, Companies Act and Charities Governance Code.
- The introduction of specific restrictions on Directors in their communications (Articles 50 and 54).
This appears to be a response to specific incidents which are known to have occurred in the recent past.
- Amendments to the Committees section (Articles 65-71).
Tightens up the wording and specifies that Youth Members may be members of a committee but does not mention others who are not Directors (for example Scouters).
It tightens up the wording and specifies that Youth Members may be members of a committee but does not mention others who are not Directors (for example Scouters). The inclusion of one without the other in the amended wording seems open to misinterpretation and does nothing to encourage more engagement by volunteers at this level.
#90 and #91 of the summary document indicate the intended deletion of Articles 67 and 68 but these appear as Articles 69 and 70 in the markedup version of the Constitution so not for deleting at this AGM.
- Dropping the requirement for policies and procedures to be “made publicly available to Members via the Company’s website or similar” before they become binding on Members (Article 88).
The requirement was introduced by a Member’s resolution at a general meeting in recent years. No reason is given for its proposed removal and the facility to post documents on our website is in place and in use.
- Amendments to the Company Meetings and Use of Technology section (Article 89).
These are listed as #93 (Article 78.5) and #94 (Article 78.6) in the summary document but do not appear in the markedup version of the Constitution which was sent in the Meeting Notice so should not be for consideration at this AGM.