Proposed changes to Croquet England's Constitution

[<<] [>>] by Gabrielle Higgins
16th August (CqE Official News)

The Board of Trustees will be proposing changes to Croquet England's Constitution at this year's AGM. Constitutional changes don't excite everybody. But the Constitution is the foundational document setting out the basis on which CqE operates: why it exists, what purposes it can spend its money on, how the trustees who make the decisions are appointed, how decisions are made, how members are involved and so on. So the Trustees are keen that members know what changes are proposed, and have the opportunity to raise any concerns before the papers go out in September for the AGM.

The full text of the Constitution, with the proposed changes marked and an explanation of why each is being proposed, can be found here. Many proposed changes are minor, for example to reflect current methods of electronic voting as opposed to casting votes by post or email. The most significant are:

Clause 11 (General meetings of members)
- Remove the requirement to elect trustees at AGMs, as our practice is to elect in advance to allow more people to vote.
- Add a provision for charity trustees who are not members of CqE to attend and speak at general meetings (but not vote), given the intention to appoint independent trustees to strengthen the Board and benefit from external expertise. The Trustees considered requiring independent trustees to become members, but concluded that they should not be required to pay for the privilege of volunteering their services.
- Similarly, add an express provision for non-members to attend and speak with the Chair's permission (but not vote), to ensure subscribers who have not registered as voting members can attend the AGM if they wish.
Clause 12 (Charity trustees)
- Enshrine the decision made since the constitution was first adopted that there should be six elected trustees and no more than five appointed trustees, to ensure there is a majority of elected trustees.
Clause 13 (Appointment of charity trustees): Replacement of the clause in its entirety.
- Make more use of the Charity Commission's model wording.
- Simplify the provisions for appointment of trustees to a single power for the Trustees as a whole to make appointments (in place of three provisions, two exercisable by the elected trustees only for specific purposes and one exercisable by the Trustees as a whole for any purpose).
- Ensure that all trustees, both elected and appointed, have term limits.
- Ensure that Election Rules for electing trustees are no less stringent than the Charity Commission model.

Insignificant proposed changes to clauses 5 (Application of income and property), 6 (Benefits and payments to charity trustees and connected persons), and 28 (Amendment of the constitution), principally to bring CqE's Constitution closer into line with the new Charity Commission model constitution, require Charity Commission consent; an application has been submitted but no response received as yet.

The original Charity Commission model as at the date when our constitution was first drafted, and the updated one on the Charity Commission website now, can be accessed from these links for those reading this article online, or by request to me.

In addition to the changes to the Constitution, the Trustees propose changes to the appointment arrangements for Officers and members of the Executive, dealt with in the Standing Orders. This was prompted by the need to change the arrangements for appointment of the CEO from an annual appointment to a permanent one in view of the recruitment for an employed CEO. Reviewing the arrangements, the Trustees resolved to move away from annual appointments immediately after the AGM for all Officers (Chair, Secretary and Treasurer as well as CEO) and members of the Executive, in favour of three-yearly appointments, with a maximum of three terms for the Chair and members of the Executive, to seek greater levels of continuity.

The revised Standing Orders can be found here. The revisions do not become permanent unless approved at a second Board meeting, and they will be considered again, together with any feedback on the proposed Constitutional changes, at the meeting on 18 September. If you have any comments, please do email me by 11 September at gabrielle.higgins#croquetengland.org.uk.

Gabrielle Higgins

Secretary of Croquet England