A new Governing Document for the BAA
2015 March 22
Enclosed with this Journal, members will find a draft of a revised Memorandum, Articles of Association and By-laws for the Association, which will be offered by Council for your approval at a Special General Meeting to be held on 2015 May 27 (see page 121).
Our existing ‘Mem & Arts’, the ‘pink book’ that is sent to all new members, was last revised in 1988, with a minor date change in 1998. Since then of course the world has changed immensely, and a few years ago Council set up a ‘By-laws Committee’ to review and revise the existing Governing Document to take account of these changes. This committee presented its first report in April last year, and last June your Council began a thorough and detailed discussion both online and at its meetings, including a full Council meeting in November devoted solely to debating and deciding the best overall structure for the governance of the BAA in the 21st century. The final result, presented here, was agreed unanimously at a well-attended meeting of the Council on 2015 January 31. This document will, if approved by the members, represent the biggest reform of the governance of the Association in its 125-year history.
Summary of the changes
The fundamental purpose and objectives of the Association of course remain as they were intended by the founding Members who signed the Memorandum of Association in 1911 (those at the original founding in 1890 were similar), but we have slightly modernised the Memorandum. One particular change required was a clarification of the fact that though members and Trustees may not directly profit from the Association (which as well as a Company Limited by Guarantee is also a registered charity), they are not disbarred from receiving prizes and grants (such as the Ridley Grants) from the Association.
In the Articles of Association and By-laws, the text has been shortened and rearranged into a more logical order, removing duplication of content and redundant Victorian legalisms. Responsibilities that derive from the Association’s status (since 1962) as a charitable body have been incorporated, in accordance with modern best practice. Some merely administrative details that could be subject to minor change in future, such as the exact procedure for organising the postal ballot for Council, are removed, as are outdated gender-specific terminology, and references to the now-defunct Branches of the Association.
The following other significant changes are also made:
a) Creation of a new ‘Board of Trustees’
Under the old Articles & By-laws, the trustees of the Charity were the full Council of the Association (including the Section Directors), comprising some 30 individuals, including several who are unable regularly to attend Council meetings due to distance or time constraints. As well as being unwieldy as a practical administrative body, we are advised by the Charity Commission, to whom we are responsible, that a Board of this size is unsatisfactory for several reasons. Under the new Governance therefore, a new ‘Board of Trustees’ is created, consisting of the President, the Vice-President (who is, ex officio, the previous President), the Treasurer, the Business Secretary, and five further Trustees, all of whom are elected annually by the Association’s members. The Board of Trustees ‘shall have control over, and management of, all financial and administrative affairs… of the Association’.
b) Redefinition of the Council
As has always been the case, the Council of the Association ‘shall regulate and organise the scientific and public activities of the Association and the services to the members’, subject to the financial and administrative control exerted by the Board of Trustees. However, the former situation of all Council members also being Trustees, with significant formal responsibilities, has in the past prevented otherwise very suitable individuals from accepting a Council position. This restriction is now removed. We have also taken the opportunity to regularise the position of Postholders, who now become full members of Council of equivalent standing to Section Directors. In addition to the five elected Trustees, five additional Association members will also be elected to the Council, so that the total number of elected Trustees + Council members remains the same as before.
c) Introduction of ‘rolling subscriptions’
At present, as members will know, your subscription becomes due for renewal in August, regardless of when in the year you joined – though few are aware that this is actually written into the BAA’s constitution. The limitation clearly reflects the historical situation of subscription processing being entirely manual, and with the introduction of a suitable computer system, can now be removed. New members joining in March will renew in March, and so on. For existing members, however, the August renewal remains!
d) Provision for electronic publications, decision-making and elections
Just a gleam in our eye in 1988, e-mail and the Internet are now a fact of life. Provision for possible future advances is now included in the By-laws.
We look forward to seeing as many members as possible at the Special General Meeting on May 27, when you will be asked to vote to bring these Articles and By-laws into effect. The first election for the Board of Trustees and the new Council will take place in October this year.
Hazel McGee, President