Governance – a new and improved model.
The Royal Aeronautical Society will soon undergo changes in the way that it’s run. Past President Captain David Rowland explains what these governance changes mean for the Society.
In order to prepare the Society’s membership for the proposed governance changes, Past President Captain David Rowland produced the following article to highlight the key points.
The Governance Working Group’s recommendations will be handed to the President for submission to Council for their consideration in the next few weeks. With Council’s support they will then be recommended to the general membership for approval at a General Meeting of members. By the very nature of these things, the formal documentation that will be submitted to both Council and to you, the members, is both detailed and somewhat legalistic (and it has to be said that as I write we do not have a ‘final’ version as it is still being ‘polished’ and checked for typing errors and correct cross-references).
This article is therefore an overview of some of the key features. Its purpose, as well as ensuring that you receive an early look at what’s being proposed, is to explain some of the changes, and indeed some of the things that we recommend are not changed. I need to emphasise that your agreement will not be sought until you have had the opportunity to examine the complete documentation in full.
A programme of face-to-face briefings and Q & A sessions is planned for Branches, Divisions, Specialist Groups and other groups of members for February through into March. Of course with the publication of this article, and on behalf of the Working Group, I would be pleased to receive your comments and/or questions (contact details at the end).
Council set up the Governance Working Group (GWG) in 2008; its brief is to review the Society’s current governance structure and ruling documents and to make recommendations to Council for changes to both. In carrying out the review the Group consulted with other learned societies and charities which have been through a similar process to benefit from lessons learned, and the development of best practice in the light of changes to charity law (in particular the Charities Act 2006). The existence and role of the GWG was widely publicised to Society members from the start and they were invited to submit issues and ideas for consideration. We also benefit from the external advice of a leading law firm who are specialists in Charity Law and have helped and advised many other charities over many years.
Circumstances over the next couple of years conspired to keep GWG’s reports off the Council agenda but under its original Chairman, Phil Boyle, it did however continue to consider and develop detailed changes and recommendations. Phil stepped back from that role last year, part way through his year as President-Elect, and I was elected by the members of the GWG to take over as Chairman – a certain symmetry here, as I instigated the review in the first place at the start of my year as President.
Aims and objectives of the review.
Under the existing constitution, members of Council are also the Trustees of the RAeS as a charity. This carries with it clear responsibilities and liabilities that require knowledge of charity law and trusteeship and specific training. As charity law has changed, the working agenda of most Council meetings in recent years has been ‘weighted’ towards trustee business, sometimes at the expense of the Council’s work of stimulating the learned output of the Society and enhancing the benefit to members. The GWG’s first task was to consider if this was the best way to operate in the future. Should we modernise our structure and constitution, in line with other charities, and establish a trustee body of the right size and composition to assume all the responsibilities placed on trustees in a complex modern charity? And if we did so, what should be the role of the President and members of Council?
Whether or not we were to propose amending the structure, the Working Group still needed to review the ‘governing documents’ and to recommend changes where appropriate to remove anomalies that had crept in over the years and to make them clearer and easier to read and to amend as circumstances change. To avoid any confusion, let me explain that I have used the words ‘governing documents’ as an overall description of three separate documents – our Royal Charter, the By-Laws and the Regulations. Sitting ‘above’ these, and outside the remit of the GWG (and indeed the Society) when recommending change, is of course Charity Law and other applicable legislation.
Openness and democratic accountability to the members has been a guiding principle throughout the deliberations and will underpin the GWG’s recommendations.
The GWG recommendations will fall into three general areas – structure; governing documents; implementation. I will now deal with these in more detail.
The GWG recommends that the role of Council Member and Trustee should be separated.
A smaller Board of Trustees (BofT) should be established with responsibility for the advancement of the Society’s Objects (defined in the Royal Charter), for its administration and for the management of its finances and property.
The BofT should have nine members, made up of the President, President-Elect and Immediate Past President plus three members elected by Council from amongst its elected members and three members elected by Council, who need not be (but may be) Council members and have been recommended by a new Nominations Committee. The three non Council members should be elected on the basis of specialised knowledge and skills that they can bring to the BofT’s deliberations and at least one of the three must be a member of the Society. The Chief Executive would report to the BofT. The Chairman of the BofT should be elected from amongst its members for a term of three years, and is eligible for re-election. You will note that the recommendation does not require the Chairman of the BofT to be the President, but does not exclude the BofT electing the President as its Chairman. A Trustee’s term of office can be terminated by a resolution passed at a Special General Meeting of members.
The GWG recommends that the ‘new’ Council, that would come into existence after moving the trustee responsibilities to the new BofT, will once more focus upon the professional and learned output of the RAeS as well as making recommendations on the strategy to be pursued by the Society and being the representative body for the general membership. Specifically, Council would elect the President, President Elect and the members of the BofT as well as establishing a Nominations Committee that would advise on and recommend candidates for election to various posts, including those listed above. Council would also be responsible for various membership-facing activities, for example, the Medals & Awards Scheme.
With Council appointing the members of the BofT and there being no change to the annual election of Council members, the line of democratic accountability would go directly from the BofT, through the elected members of Council to the Society’s membership.
The GWG further recommends some changes to the make up of Council to improve representation and accountability. Having been elected from within the membership of the Council, the President, President-Elect and Immediate Past president would be ex-officio members of Council, as would be the Presidents of the Divisions and the Chairmen of the Branches Committee (BC) and the Specialist Group Chairmen’s Committee (SGCC). In an additional change from the present arrangements, the Board Chairmen will no longer be ex-officio members of Council. Eighteen Council members would be elected by the membership on a three-year rotation, and would be eligible for re-election without limit to the number of terms they might serve. In another change from the current rules, the Divisional Presidents, and the Chairmen of the BC and SGCC may send a delegate to attend a Council meeting, to speak and vote on behalf of their body if they are unable to attend themselves. Finally, Council would co-opt up to three members on the sole grounds that an important area of the Society’s activities is not otherwise represented.
The Charter of Incorporation (sometimes referred to as the Royal Charter) was originally granted by George VI and incorporates our By-Laws, which the Privy Council has to approve, as an appendix. There have been several changes to the Charter over the past sixty or more years and the latest one, which forms part of the GWG’s recommendations, makes provision for the establishment of the BofT together with some other up-dating amendments. The Charter would continue to define the objects and purposes of the Society as “ … the general advancement of Aeronautical Art, Science and Engineering” as it always has.
The By-Laws set out the ‘rules’ of how the Society should be run in order to comply with the Charter. Any changes to the By-Laws must be approved by the Society’s membership. Again the By-Laws have been amended several times over the years and the GWG’s recommendations amend existing By-Laws and introduce new ones to establish and operate the proposed new structure (the key changes have been described in the previous section). There are also some recommendations to tidy up and modernise the By-Laws (such as allowing for electronic communication and voting in certain circumstances) and to improve the layout of the document.
Given their responsibility for the management of the finances of the Society, subscriptions and other fees would be set by the BofT.
The rules defining the election and responsibilities of the President and the President-Elect would remain largely as before although it is recommended that the requirement for the Immediate Past President (IPP) to stand down from Council at the end of his/her year as IPP for at least one year before standing again for election to the Council would be removed.
The Society’s AGM would continue to be held in May of each year and will be chaired by the President. All other meetings of members would be called Special General Meetings (SGMs) and members would still be able to requisition an SGM if requested in writing by at least fifty Members. The By-Laws relating to Divisions, Branches and Specialist Groups would essentially remain unchanged.
The GWG will propose the creation of new Regulations that would set out the processes by which compliance with the By-laws is achieved. Writing and amending the Regulations would be the responsibility of the BofT and as such would be simpler to up-date and more responsive to changing circumstances.
Principles and policy would be defined in the By-Laws, and subject to change only with the approval of the membership, while Regulations would be concerned with the practicalities of how the requirements of the By-Laws are met.
Of course the GWG can only make recommendations. It is for Council and you the voting members to consider whether or not the GWG’s proposals should be adopted. However, in formulating the recommendations, the GWG has sensibly considered the possibility of them being approved and how they might be implemented in the most practical way. Subject to obtaining the various approvals, and the timescales needed for consultation, the GWG’s recommendations are based on the assumption that implementation could take place in the first half of the next Council year, and that in the meantime Council elections and the AGM in May 2012 should go ahead as usual. Such a decision on when to implement the changes rests of course, not with the GWG, but with the President and Council.
We’ve done a thorough review, have consulted widely, and concluded we should make changes. We need your support.
As I said at the start, this article is an overview of some of the key points in the GWG’s proposals. The full documentation amounts to nearly forty pages, but I believe the key changes are highlighted here. If you have a question about the detail or the possible impact of the proposals on a particular aspect of the Society, please get in touch. You can contact the GWG through the Society’s Deputy Chief Executive at email@example.com or directly to me at firstname.lastname@example.org