AGMs and charity membership

I was working with a community group last week and someone from the local CVS (council for voluntary services) who was supporting them spoke about AGMs, saying that there was no guidance about how to run them. I assured her that there was (and sent information via email the next day) but the first port of call has to be your constitution. It should perhaps be my theme song, 'Look to your governing document'. But of course some of our communities don't have a proper constitution just a trust deed that was written centuries ago where there may be no mention of an AGM.

I find that people can get quite confused about what an AGM is for and what gets done. The first confusion arises when people think that every charity has to have an AGM and the second confusion arises when it is thought that everyone attending gets a vote. Those of us attending the General Assembly AGM (business part of the Annual Meetings) know that not everyone has a vote - you have to have a voting card which you hold in your hand when you vote. Only members have votes - which means individual members of the GA and representatives of member organisations such as congregations and districts. Then there is the assumption that for example all trustees get re-elected ... and the answer is ? .... you guessed it! look to your governing document. Just because one organisation does it one way does not mean that yours does the same.

Membership can be a tricky concept. The members of a charity have their role defined in the governing document. Sometimes there are different types of members and sometimes there aren't. Following a review of membership issues the Charity Commission is planning to review its own guidance and perhaps write an example of a membership clause for constitutions. The report recommends that Trustees should:

• pay careful attention to the governance arrangements that relate to the charity’s members, in particular:
  • that the rights of each different type of member and their role within the charity are clearly set out;
  • that the role of corporate members is fully understood;
  • that effective means of communication with all members are in place;
  • that the membership list is kept up-to-date;
  • that the governance arrangements are regularly reviewed, including the number of members they have and the level at which a quorum is set;
• consider whether it is appropriate to include a clause in their governing document setting out the respective roles and responsibilities of members and consider whether any additional procedural documents would be beneficial;
• consider whether their membership is truly representative of the group it is designed to serve and, if not, consider ways of reaching those that are excluded;
• be aware of the potential benefits of mediation and, where appropriate, consider whether it might be a useful tool for resolving a disagreement within the charity.

It is important that if a charity has members that it should communicate with them and attempt to make us of them to add value to what the trustees do. Before this happens you have to know who they are and what they can do.

If your community has an old trust deed and is not in a position to adopt a new constitution it may be worth talking about membership and also about AGMs. You don't necessarily have to conclude your discussions quickly, just putting the issues on the table may be enough to generate a useful debate. What is important is that everyone knows if there are members, what their roles and responsibilities are and who are the members. Writing things down goes a long way to getting a shared understanding and can provide the basis for an on-going debate about these issues.

Putting values into practice

I have been working lately with a few quite small organisations. They want to grow or are just growing naturally as they get more members and they need to prove to themselves and to others that they are working with integrity. I am reminded by some of the conversations that I am having how people feel that they need to show to others that things are being done properly. They appreciate that others are happy with things as they are and that they trust them but there is something that is niggling them about making everything open and transparent.

Whilst we often do things in the charity world to show external bodies that we are doing things properly it is often our own concerns which drive us. I am the chair of an organisation which rents out units in an historic building to local businesses and charities. We then use the surplus to make grants and to maintain the building. We have a couple of units to rent out and have decided as a board on the new rent figure - our agent thinks that we can get more and is in negotiation with a prospective tenant. Of course getting more fits well with our charitable objectives but whilst I want to get this sorted quickly I also want to ensure that all the trustees are on board with the new rent figures and that they feel that their input is important. I could just decide with the vice-chair and the treasurer to expedite matters and agree a way forward with the agent. But I don't want to.

Sometimes it's that feeling of, 'I don't want to', which alerts us to an issue. I can feel a bit of concern from the agent that we are slowing things down but if all the trustees are to accept their responsibilities then they really do need to feel that their opinions matter and that they are indeed governing - not just observing others doing it.

Whilst governance is essentially a rational pursuit we do well to listen to our gut or that small voice in our head - to ensure that we behave in ways that are congruent with our values. Some actions may seem very small but they may actually be very big as they represent the triumph of values over expediency. Ultimately it is all about values.

Updated versions of its model Articles of Association, Constitution and Trust Deed.

The Charity Commission has launched updated versions of its model Articles of Association, Constitution and Trust Deed.

These model documents now have the same provisions for benefits and payments to trustees and those closely connected with them. These provisions are also consistent with the CIO model constitutions.

More information and links to these documents can be found here.