AGM 2017 changes to the constitution
The proposed new constitution
Like all charities the National Deaf Children’s Society must have a written constitution which sets out what the charity is for and how the charity is to run itself. The constitution needs to be updated periodically to keep it up to date with charity and company law and to make sure it helps us deliver our vision. In special resolutions (5 and 6) we will be asking members to vote for a new constitution.
This page explains how the draft Memorandum and Articles of Association constitution 311 kb) (2017) are different from the current constitution (77 kb) (2008) and explains why we want to make these changes.
What is our constitution?
The constitution of the National Deaf Children’s Society is in two parts – a Memorandum and Articles of Association. The Memorandum is a formal statement recording the names of the original subscribers when the charity was set up in its current form.
The Articles set out what the charity is for (called the ‘objects’) and the powers that the charity has to achieve those objects. It also describes how the National Deaf Children’s Society organises itself in terms of appointing Trustees, operating its Board, organising general meetings, communicating with members, and managing the relationships with local groups.
In the past the objects and powers were included in the Memorandum. One of the changes made this year is to move them from the Memorandum into the Articles. This change is required for all organisations by the Companies Act 2006. We are asking you to approve this change in Special Resolution 6.
Why change the constitution?
Our constitution has not been changed since 2008. Large charities like the National Deaf Children’s Society have to keep their constitution relevant to the changing needs of our members and changes in technology, healthcare, audiology, education etc. The launch of our new strategy makes it the right time to bring the constitution up to date and incorporate some legal and regulatory changes. The new Articles aim to follow current best practice by providing a strong framework for the charity’s work.
What has changed in the new constitution?
The new constitution is an update and not a radical change. However, the Articles in the new constitution change several specific provisions in the current Articles:
1. Clarifying our purpose (previously in the Memorandum; draft new Articles 4 and 5)
The wording of the objects and powers have been updated to make it clear that we work with deaf young people as well as deaf children. This supports the work set out in our new strategy.
2. The way we communicate and engage with you (current Articles 41, 42 and 94; draft new Articles 21, 22 and 48)
The current constitution only lists National Councils as a way of consulting with members. We would like to make a commitment to a broader annual programme of consultation activities. This recognises the many opportunities for you to influence our work through surveys, focus groups and social media etc.
We would like to change the reference to ‘regional groups’ to ‘member groups’ as, in addition to Local Groups, member groups may form with members from across the UK who share specific interests.
We would also like to make changes to the section on how we communicate with you. This recognises that many of you prefer email, websites and other online/ digital tools for finding and receiving information. These changes will support the vision in our strategy for using digital technologies to help more people. The changes will also help us to reduce some of our costs. At the same time we will continue to respect your preferences and your right to tell us how you want to receive information from us.
3. How our Annual and other general meetings are run (current Articles 45, 51 and 72; draft new Articles 24, 29 and 35)
We would like the constitution to allow us to use electronic and advance voting online. This is extremely important to us as it will (i) make it easier for all members to vote and take part in how we are run and (ii) reduce the costs of administering the AGM. Any member who prefers to receive a printed AGM pack and return a postal form will still be able to do so. And members will, of course, still be welcome to turn up to the AGM and vote in person or to appoint a proxy to vote for them.
We have also made some changes to simplify some of the requirements about the way AGMs and similar meetings are managed. This includes:
- changing the threshold for the number of members it takes to call a General Meeting from 50 members to 5% of the membership as we now have other, more appropriate, ways of engaging and discussing issues with smaller groups of members (current Article 4; draft new Article 24).
- reducing detail on how a poll (a count of votes) is taken at a meeting (current Articles 54-59; draft new Article 32) removing detail on written resolutions (current Article 73). A written resolution is a resolution passed by members of a company without holding a meeting. This may be useful on occasion if it is more convenient to obtain members’ approval in this way rather than wait for the next scheduled AGM or call a general meeting. The written resolution procedure is set out in the Companies Act 2006. It is not very practical for an organisation with a large membership and will only be used in exceptional circumstances.
These changes will shorten and simplify the constitution without affecting your rights or our obligations.
4. Our trustees and how our Board works (current Articles 15, 22 and 24; draft new Articles 12, 13.5 and 13.7)
We want to make best use of our trustees’ time and make sure that the trustee board has the vision and skills we need to keep us focused on your needs and make sure we spend our money wisely.
We would like to change the rules on the membership of the Trustee Board so that, instead of 8 elected and 4 co-opted trustees, the constitution would simply require ‘a majority of elected Trustees’ who are parents of deaf children and young people under the age of 25. We have been fortunate to find highly skilled members who do a great job overseeing the service delivery and campaigning work of the National Deaf Children’s Society. But sometimes we need skills or knowledge in specialist areas (e.g. financial management, social care or international development) and it can be difficult to find members with these specific skills to join the Board.
This change will make sure we have trustees with the necessary skills while making sure that parents of deaf children and young people remain at the heart of the governance of the National Deaf Children’s Society by having a majority of Elected Trustees. The Chair of the Board will continue to be the parent of a deaf child under the age of 25.
We would also like to change what the constitution says about how trustees are recruited. Following the recommendations of the Charity Commission, we would like all new trustees to come through the same recruitment process to make sure that they have the strategic vision, commitment, skills and knowledge to govern and lead our charity. In practice we have been doing this for several years and we would like to take this opportunity to formalise it in our constitution.
5. Other changes
We have also made a number of other smaller changes to comply with regulation and to update wording, simplify and clarify the constitution. We have:
- Removed reference to how things were done before 2008.
- Included reference to the Office of the Scottish Charity Regulator and legislation in Scotland to recognise that our work in Scotland has to comply with to Scottish regulation.
- Moved “supporter member” from a class of Associate member to a separate category to recognise the different nature of our relationship with people who donate regularly (although family members can also be supporter members) (current Article 13; draft new Article 10)
- Renamed the National Deaf Children’s Society Rules as ‘Regulations’ to emphasise their relationship with the constitution. The Regulations set out more detail to supplement the Articles.
- Moved detail on how a proxy voting form might be laid out (current Article 64) to the Regulations.