David Rowland, Past President and Chairman of the Governance Working Group provides some clarification on the proposed changes to the Royal Aeronautical Society’s Governance Model.
The first reaction to the proposals that will shortly go to Council has been very positive. Some details need clarification.
Last month I described the changes to the structure and the governance documentation that are contained in the recommendations of the Governance Working Group (GWG) which will be submitted to the Council and, if approved, to the membership at a General Meeting. This month’s article looks at some of the reasons for making these changes and what effect they will have on you and me, the ‘ordinary’ member.
Since the publication of the first article in last month’s The Aerospace Professional there have been some opportunities to do some ‘market testing’ of the proposals and this article addresses some of the questions raised at those meetings. As ever, if you need an answer to something that isn’t covered here then please get in touch.
Q: Why is the Society considering these changes at this time? What would be the benefits?
As things are at the moment, Council members are also Trustees. In recent years, as legislation has changed, that dual role has resulted in a gradual shift in emphasis in Council business more towards meeting the demands of Charity Law, putting pressure on time spent on the ‘learned’ side of our Society. Trustees having unlimited liability has also discouraged some from standing for Council.Establishing a separate Trustee body of the right size, composition and skills would enable open and effective decision making that should give members, our corporate and individual supporters and the Charity Commission continued confidence in the way the Society is run. At the same time, the Council would have more time to concentrate on the learned and professional output of the Society, keeping pace with developments in our aerospace community and ensuring that we remain the organisation to turn to, and to join. Quite apart from changing the By-Laws to give effect to the changed structure, this is an opportunity to make them clearer and easier to read, while at the same time bringing them up to date and making some changes to modernise the governing documentation.The changes should result in the continued growth of the Society’s presence, influence, reputation and financial well-being.
Q: How would the changes affect me as a member of the Society?
It has to be said that if you, along with the vast majority of the members of the RAeS, don’t sit on one of the Society’s committees at Hamilton Place or in the Branches, then it’s quite likely that you wouldn’t notice any difference at all if and when the changes take place. At least not in the short term. In time it is hoped and intended that with the separation of Council and Trustee responsibility, the Council would be able to develop and enhance the learned activities and output of the Society and that we will all see a benefit from that.If you do serve on one of the Boards or Committees the changes that you would notice would be in the ‘reporting’ structure. In time, as the Trustees develop their role, it is possible that there would be changes to the number and composition of some of the existing boards and committees to improve efficiency, output and accountability. While the new By-Laws would give the Trustees this authority, those same rules would ensure that, for those of you who serve on the various committees, your committee would have either direct or delegated representation on Council. One benefit of this should be effective and open communication, both ‘up’ and ‘down’ through the organisational structure.The Divisions and their Divisional Councils, whose Presidents are ex officio members of Council, would benefit from the recommendation to allow them to appoint a representative to attend, debate and vote on behalf of their organisation if they are unable to be at a meeting.
Q: Would there still be annual elections, and who would I be electing?
There would still be annual elections and an AGM. As individual members we would be electing Council members to serve from the following AGM for three years. The members whom we elect would then elect Trustees from among their elected colleagues on Council. The draft By-Laws propose to remove the limit on the number of times a person can be re-elected to Council. Why? Wouldn’t it be better to set a limit of two or three terms? The Working Group discussed this at length (inside and outside meetings), took advice and looked at what other organisations do. It has to be said that there are arguments for supporting both sides of the issue. It is definitely the case that many members don’t serve up to the limit now, so getting long-service members to stand down to make way for younger blood is perhaps not as big an issue as might be imagined. Sadly also, enforced stand-down deprives the Council of experience and often, having stood down, the ex-Councillor may not stand again as other things take up their time during their sabbatical from Council. It has been argued that former Council members standing for election have an advantage over new candidates as they have an established reputation and identity. Quite apart from the fact that reputation can work both ways, for and against a candidate, the GWG concluded that candidates are more likely to be elected with the support of their ‘constituency’ within the Society.On balance the Group concluded that removing the restriction on the number of times a member could stand for re-election, which also follows the current advice of the Charity Commission, was in the best interests of the Society and is therefore included in the GWG’s recommendations. Council will of course make the final decision.
Q: What would Council’s role and responsibilities be if the proposed changes are implemented?
Freed from trustee responsibilities, Council members would have more time to devote to being the representatives of the members in all matters to do with the professional output of the Society. While the Boards would have a ‘reporting’ responsibility to the Trustees, the Council would guide and inform their learned and professional output. Council would develop further the professional relationships with other organisations, ensure that the Society’s influence with Government and other national and international authorities is sustained and have a pivotal role to play in creating the Society’s contribution to the overall body of aerospace knowledge. Recognising professional achievement by conferring awards, medals and honorary membership would be the responsibility and part of the business of Council. Specifically Council would elect the President and Trustees and monitor the work of the Board of TrusteesMember benefits and communications, knowledge, research, policy and strategy, professional relationships and reputation, learned output and recognition plus other activities, would form an exciting and challenging agenda.
Q: What exactly would be the role of the proposed Nominations Committee?
The Nominations Committee would act in an advisory capacity, identifying and recommending individuals to Council for their consideration when they come to elect the President elect, Trustees, Council Co-options and others as required by Council. Council members would of course not be limited to choosing only from those identified by the Nominations Committee but it is intended that the Committee would add value to the Council’s deliberations and follows best practice as adopted by many other organisations and public companies.
Q: Shouldn’t the President also be Chairman of the Trustees?
It is proposed that the Board of Trustees (BofT) would elect their own Chairman from among their members who have been elected on to Council in the first instance. A three year term of office for the Chairman of the BofT (as opposed to the President’s one year term) would provide stability and consistency especially in the working relationship with the CEO and other senior staff members and appointment holders. However, while there would be nothing stopping the Trustees electing the President as their Chairman, the President’s year is already a very busy one, being the Chairman of the Council, hosting events on behalf of the Society and attending branches and other meetings as well as being the ‘public face’ of the Society in representing and speaking on behalf of the RAeS at events held by other organisations. Based on past experience, the President may think that becoming Chairman of the Board of Trustees in addition to all of the above would be an unreasonable work load, each role diverting time and attention from the work of the other. The demands of this dual role might also be seen as discouraging high calibre people who are not yet retired, and so have even more demands on their time, from being willing to be considered for the Presidency. The President would, of course, be a member of the Board of Trustees during the three year Presidential cycle and he or she would continue to ‘lead’ the Society.
Q: Would the proposed changes to the By-Laws and structure change the status of the Society as a registrant body?
No. Our links with the Engineering Council would be maintained as before.
Q: What powers and responsibilities would the Board of Trustees have?
The Trustees would manage the business of the Society in compliance with current legislation, the Charter and By-Laws. As mentioned previously, they would have responsibility for establishing and maintaining Boards and Committees; in the case of the Boards, their Chairmen would be elected by the Council from among its elected members. The Board of Trustees would also be responsible for making the Regulations in compliance with, and in support of, the By-Laws; for considering all significant capital expenditure and for establishing and maintaining an Investment Policy.
Q: Would members still have the right to call a Special General Meeting?
Yes. Under the new proposals there would be two types of meeting; the Annual General Meeting (AGM) and a Special General Meeting (SGM). An SGM may be called by members in a way that is very similar to the process that exists now.
Q: When might the General Meeting of members take place to consider these recommendations and, if approved, when would these changes take effect?
The Governance Working Group has been tasked with having the recommendations ready for consideration at the 5 March Council meeting. If the recommendations are approved it is anticipated that Council will issue a calling notice for a General Meeting to be held towards the end of April. If approved by members, the documents will be submitted to the Privy Council for their approval; as they will consult with a number of other bodies and organisations it is not possible to say with any certainty how long this will take (a reasonable guess would be six to eight weeks). As soon as their approval is obtained the new Governance model can take effect when formally adopted at the next available Council meeting.
While accepting that change, any change, is sometimes unsettling in any environment, the GWG believes that these proposals will be good for the Society and its members. The new structure will streamline decision making and will enable the Society to focus on its key priorities. The Council, elected by the general members, will ensure the Trustees are complying fully with their duties and responsibilities while at the same time guiding strategy and focusing on our core values and the Society’s learned output. The combined strength of the Council and the Trustees, working in parallel and each taking their respective responsibilities, will create a real opportunity for the Society to maintain, and to enhance, its position in the worldwide aerospace community with the associated benefits for members. If you want to get in touch to raise or discuss any aspect of the recommendations, please contact the GWG through the Society’s Deputy Chief Executive, Paul Bailey.
The current membership of the Governance Working Group is: David Rowland (Chairman), Phil Boyle, Philip Riley, Sir Glenn Torpy, Graham Roe, Chris Atkin, Paul Bailey.