EGM to approve amendments to ACEVO’s articles of association

12 July, 1.45pm - 2pm, Haysmacintyre, 10 Queen Street Place, London, EC4R 1AG (immediately following the London and SE CEO Forum)

The ACEVO board of trustees is convening an EGM (Extraordinary General Meeting) of ACEVO full members to change the rules by which we select our chair, as part of a review of the chair succession plan. Our current chair is nearing the end of the maximum six year term so we need to change the rules now to take effect at the next AGM (Annual General Meeting), due on 6 December.

Currently ACEVO’s articles of association provide that the chair must be selected from among the current elected trustees only. The board would like to widen this pool of potential candidates to all full and associate ACEVO members. This is in order to give us the best possible range of candidates to choose from, among ACEVO’s members.

When the position of chair becomes available, eligible members will be invited to apply for the role to a nominations panel comprising current trustees (and the chief executive in an advisory capacity). The successful candidate will be approved by the full board and a proposal to co-opt them as chair will be presented to members at the next ACEVO AGM.

If you would like to attend the EGM only and not the London and SE Forum that precedes it, please email events@acevo.org.uk, so we can make the venue aware of your attendance.

Resolution for EGM

The resolution to be approved at the EGM is:

That the amendments to ACEVO’s articles of association regarding the appointment of the chair be approved and accepted.

Proposed amendments

You can download a PDF showing the amendments to the articles as tracked changes here.

The proposed amendments to the articles are as follows:

  1. Trustees: To avoid confusion between members of the board and members of ACEVO, the words “member(s) of the board” are to be replaced by the word “trustee(s)”
  2. Powers of the board: to add to the powers of the board stated in clause 34 provisions permitting the board to devise rules, regulations and standing orders.

The existing powers are

34. Powers of the Board

34.1 The Board may subject to such consents as the law requires use all the powers of the Association to:

(a) borrow money;

(b) mortgage or charge its property or any part of it;

(c) issue debentures, debenture stock or other securities, whether outright or as security for any debt, liability or obligation of the Association or any charitable third party;

(d) to resolve pursuant to these Articles to effect indemnity insurance notwithstanding their interest in such a policy;

The proposal is to add the following four subclauses:

(e) to make standing orders consistent with the Articles and the Companies Act to govern proceedings at general meetings;

(f) to make rules consistent with the Articles and the Companies Act to govern their proceedings and proceedings of committees;

(g) to make regulations consistent with the Articles and the Companies Act to govern the administration of the Charity and the use of its seal (if any);

(h) to establish procedures to assist the resolution of disputes or differences within the Charity.

3. The make-up of the board. The proposal is to change the wording of clause 41.1a) to

The Board shall consist of:

a) not more than 12 trustees to be elected from among and by the Full Members at the Annual General Meeting, by post or e-mail (the elected trustees)

4. Co-option of members of the board: The proposal is to change the wording of clause 45

45. Co-option of Trustees

45.1 The Board may co-opt any individual as additional members of the Board but no more than three individuals may be co-opted. Each co-optee may hold office for up to three years, after which they may stand for election to the Board or may continue to be co-opted for a further period of three years. A co-optee may hold office for a maximum of six years in total. A co-optee need not be a member of the Association, unless such co-optee is also the person who has been appointed as the Chairperson.  The Chairperson must be either a Full Member or an Associate Member.

5. Ending of the board membership: Change clause 46.1 (h) to

h)  is a Full Member and ceases to be a Full Member (unless the person is also the Chairperson); or

6. Honorary officers. Change the wording of clause 48 to:

48. Honorary Officers

48.1 At the first Board meeting following the adoption of the Articles and at each Board meeting following the expiry of the term of the Chairperson, Vice Chair or any other honorary officers as the Association shall from time to time decide (Other Officer) the Board shall appoint a Chairperson, Vice Chair and (if required) Other Officer who shall hold office from the conclusion of that meeting. 

48.2 The appointment of the Chairperson shall terminate upon the earliest of:

(a) his or her termination of appointment as a trustee or as a co-optee, if applicable;

(b) the end of his or her term as an Elected trustee or as a co-optee, if applicable; or

(c) the expiry of the sixth year that he or she has held office as the Chairperson whether also an Elected trustee or a co-optee, whichever is applicable.

48.3 The appointment of each of the Vice Chair and Other Officer shall respectively terminate upon the earliest of:

(a) his or her termination of appointment as a member of the Board;

(b) the end of his or her term as an Elected trustee; or

(c) the expiry of the sixth year that he or she has held office as Vice Chair or Other Officer.

48.4 The Treasurer shall be appointed by the Board for a period of twelve months initially and re-appointed on an annual basis. The Treasurer may hold office for a maximum of six years. The Treasurer need not be a member of the Association.

48.5 The Chairperson and other honorary officers shall be ex officio members of the Board and any committee of the Board.

7. Delete Clause 50 which repeats what is already covered in Clause 48.

8. Change Clause 51 – Quorum of the board and renumber the clause to:

50Quorum of the Board

50.1 The quorum must be at least one third of the membership of the Board (including any co-opted members of the Board) or three members of the Board, whichever is the greater. A general meeting of the Association may fix a higher quorum necessary for business to be done at a Board meeting

9. Renumber subsequent clauses.

Voting by proxy

If you wish to vote by proxy on the resolution, please contact the company secretary Paul Bugden no less than 48 hour before the AGM (which will take place at 2pm on Thursday 12 July) by email at paul.bugden@acevo.org.uk or in writing to the ACEVO office at 150 Fenchurch St, London EC3M 6BB with the following completed statement:

 “I, ……., of ………., being a full member of ACEVO, hereby appoint …….. of ………, or failing him/her, ………… of …….., as my proxy to vote in my name and on my behalf at the general meeting of the charity, to be held on 12 July 2018 and at any adjournment thereof.

Signed on ……… 20…..”.

If you wish to instruct your proxy on how to act, please complete and send the following statement:

“I, ……., of ………., being a full member of ACEVO, hereby appoint …….. of ………, or failing him/her, ………… of …….., as my proxy to vote in my name and on my behalf at the general meeting of the charity, to be held on 12 July 2018 and at any adjournment thereof.

This form is to be used in respect of the resolutions mentioned below as follows:

Resolution No.1 *for *against

*Strike out whichever is not desired.

Unless otherwise instructed, the proxy may vote as s/he thinks fit or abstain from voting.

Signed this ……… day of ……….. 20…….”.