Proposed changes to governing documents

18th September 2017

During our recent quality mark assessment with Mind, some recommendations were made for small changes to our memorandum and articles about the structure of our trustee board. The memorandum and articles provide the legal framework for how our charity is governed.

Below is the notice of proposed amendments. Members will vote at the AGM on 10th October.


THAT the articles of association of the charity be amended by:- 

1. Deleting article 3.2 and replacing it with the following new article 3.2: “There must not be fewer than three Trustees, but subject to Article 3.8, there must not be any more than nine Trustees.” 

2. Deleting article 3.5 and replacing it with the following new article 3.5: “3.5.1. All elected Trustees must retire at the AGM which takes place on or after the third anniversary of their election but may offer themselves for re-election; 

3.5.2. All co-opted Trustees must retire at each AGM but may offer themselves for election or further co-option.” 

3. Deleting article 3.7 and replacing it with the following new article 3.7: “The Trustees may at any time co-opt any individual duly qualified to be appointed as a Trustee to fill a vacancy in their number or as an additional Trustee, not a co-opted Trustee hold office only until the next AGM and the total number of co-optees at any one time shall not be more than the number of elected Trustees.”

4. Deleting article 4.10 and replacing it with the following new article 4.10: “The Trustees may appoint any individual (including an associate member) to be a non-voting observer or adviser at their meetings and for such period as the Trustees may think fit. 

Under resolutions numbered 1, 2, 3 & 4 above, the Charity is proposing to make changes to it’s existing articles of association. The changes introduced by the amended articles of association are: 

1. Introducing a maximum number of trustees (9), there currently being no maximum. 

2. Extending the period of office of trustees from 1 year to 3 years for elected trustees, this securing some continuity in the trusteeship of the charity because at present if all trustees retire at each and every AGM and are not re-elected or co-opted then potentially the charity is left without trustees. 

3. Changing the required ratio of elected trustees to co-opted trustees from 2:1 to 1:1.

4. Clearing up some ambiguity about non-voting observers at trustee meetings within article 4.10. This article is intended to provide for officially appointed observers for a specific purpose/meeting and not an alternative method of appointing co-opted trustees.  

A copy of the Company's existing articles of association and the proposed new articles of association marked to show all the changes will be available for inspection during normal business hours (excluding Saturdays, Sundays and bank holidays) at the Company's registered office from the date of this notice of meeting until the close of the meeting. The proposed new articles of association will also be available for inspection at the annual general meeting at least 15 minutes prior to the start of the meeting and up until the close of the meeting. 

Board of Trustees – 18.09.2017