I have recently become hon.treasurer of long-established "membership" charity with around 400 members nationwide, operating as an unincorporated association under a constitution. We are engaged in presenting and publicising a liberal Christian theology, open to rather than resisting insights from modern biblical scholarship, science and psychology.
For many years we have been governed by electing a council (one-third of members retiring at each AGM) – 30 members plus various officers ex officio. The Council meets twice a year and there is a Standing Committee of at least five plus officers, elected annually by the Council and having another three meetings a year. When the concept of Charity Trustees came in some years ago we apparently sought advice from the Charity Commission and ended up making a small constitutional amendment by which the Standing Committee became the trustees.
It has recently been realised that our constitution as it stands is flawed because it does not clearly give the Trustees/Standing Committee the final word in decisions. We do want to keep our Council, to advise on broad policy and to stop the trustees becoming out of touch with a broader cross section of the membership. We also consider that if all the council members became charity trustees that would be far too many.
Does anyone know of a charity with a similar two-tier governance structure whose constitution we could look at for inspiration, please?
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The Samaritans have a similar structure, and there's a case study published on the web:
http://www.personneltoday.com/38116.article
Obviously it would be informative to talk to a charity about the process it had gone through (a number of charities also have experience of reducing the size of their boards e.g. through merger). In terms of updating the constitution itself, however, it could be useful to look at any charity with an advisory council, which are more common. A quick look on Google highlighted Diabetes UK, Homeless Link and Coeliac UK. Try approaching these with your question and hopefully they'll be willing to share their experiences with you.
This also generates a series of questions about the constitutional role, purpose and remit of the Advisory Council. Any constitutional functions or powers (e.g. nominating trustees) would need to be included in the constitution itself. A purely advisory function could be set out in standing orders.
Hope that's helpful.
Claire
Yes, that is helpful – many thanks. We had already drafted a new constitution, but it will may be very useful, in discussions with a minority of members with misgivings, to be able to point to the Samaritans as a well-known body with an advisory council. It looks as though it has very similar purposes and powers to what we now propose for our council.
Thanks again,
Richard