THE WEY & ARUN CANAL TRUST
THE PROPOSED NEW CONSTITUTION/ARTICLES
Introduction
- The year 2023 marks the fiftieth anniversary of the establishment of the Wey & Arun Canal Trust (“The Trust”). When it was originally set up, the founders arranged for it to be incorporated as a Limited Company and for it to be registered as a Charity. Because it was, and of course remains, a voluntary charitable organisation it was, as is normal, incorporated as a Company Limited by Guarantee.
- As such a company its constitution comprised its Memorandum and Articles of Association which were adopted by the founding members and officially registered with both the Registrar of Companies and the Charity Commission.
- The Memorandum and Articles of Association have served the Trust well during the last fifty years although it has been necessary, from time to time, to make several detailed changes. However, as is well known, much has changed in those fifty years, including changes in Company Law and in Charity Law, let alone the arrival of the electronic, digital age. When the Trust was established, nobody anticipated the internet, email, smart phones and the like. And the problems caused by the recent pandemic highlighted the fact that the Trust’s Memorandum and Articles of Association were ‘showing their age.’
- Thus in 2021 the Directors of the Trust, who are also the Trustees, decided that it was time for the Memorandum and Articles to be looked at to see how they could be revised to bring them up to date. The Directors also considered that it was appropriate to look at the Trust’s purposes, which are set out in the Memorandum of Association, to see how well they reflected the nature and extent of the Trust’s activities, as a charity, fifty years on.
- Because of changes in Company Law, what were originally called the Memorandum and Articles of a company, and which comprised two separate legal documents, are now simplified as simply its Articles.
- In their work to look at the need to update the Trust’s constitution, the Directors took the Charity Commission’s Model Articles as the basis for considering a redraft, reflecting as those Model Articles do, good practice in the charitable field. Thus, through a number of drafts, the Directors reached a consensus on the need for the Trust to bring itself up to date and adopt new, modern Articles, tailor made for the Trust and its activities. In doing so the Directors did not seek to make any radical changes to the way in which the Trust works, or to its expressed aims, but merely to modernise a somewhat antiquated structure which does not, for example, properly provide for today’s digital age.
- The draft of the proposed new Articles was then submitted to, and has been approved by, the Charity Commission, to the extent that such approval is required under Charity Law.
- The Directors therefore offer for the consideration of the members the proposed draft of the Trust’s new Articles. It is intended to present the draft for approval and adoption at the Trust’s AGM in 2023.
- The Directors are keen that members have every opportunity to review what is proposed and invite any views that members may have. They will be will be happy to provide whatever clarification or explanation is requested.
- The Notes below, which do not deal with the proposed new Articles exhaustively, are intended to assist in members’ understanding of the new Articles and to highlight areas where rather more important changes are proposed.
- Any communications should please initially be by email to support@weyandarun.co.uk with the subject heading ‘New Articles’ or by post to WACT, Surrey Office, Bridge End, Somerswey, Shalford, Guildford GU4 8EQ
Notes
The numbers in square brackets [ ] are references to the relevant paragraph in the draft of the proposed new Articles (click this link to open the document in a new window)
1. The charitable purposes (“objects”) have been extensively redrafted and extended [4]. They now refer expressly to the Wey & Arun, whereas previously the wording suggested that the Trust existed, at least nominally, for the maintenance of inland waterways generally. The objects also now recognise the wide range of charitable activities in which the Trust is engaged as part of its process of restoration, including recreation, the preservation of the environment, the protection of our heritage and education. It is intended that anyone reading the new objects will understand much more fully for what it is that the Trust exists.
2. The somewhat old-fashioned term “Council of Management” is no longer used, but instead there is “the Board” of directors/trustees [2].
3. Various amendments are made to permit documents to be served by electronic means and for meetings to take place traditionally (i.e., in person) or virtually or both virtually and in person [2] [46] [47]. Apart from a general modernisation to cater for the modern widespread use of email, texts etc. this is intended to assist in dealing with the problems highlighted by the recent pandemic - see more below.
4. Membership arrangements are unchanged and the Board may also still elect honorary members, a president, any number of vice presidents, and a patron or vice patron, none of whom may vote unless also a member [10]. There is a power for the Board to waive a member’s subscription for good reason [10.4]
5. To facilitate communication, notices are be sent to members at their address (including electronic address) ‘as notified’ to the Trust. The administrative difficulty arising from members failing to update their contact details is covered by a provision that if a member does not update their address, it is sufficient to use the originally notified address [48 + 2].
6. The possible period between AGMs has been extended from 15 to 18 months. During the recent pandemic it was necessary to specifically extend the period, and although 15 months is likely to be the usual maximum, this provides flexibility where it is needed [12.1]. There is no other requirement as to when the AGM should take place or when the Accounts should be presented other than that the Accounts must be presented to the next AGM after their completion [44.4]. These are matters for the Board to decide.
7. Greater flexibility in the format of AGMs is provided for where, in the Board’s view, it is necessary or appropriate that it be held wholly or partially by electronic means, so long as all members attending can exercise their rights to speak, communicate and vote [12.3].
8. Notice of meetings may now be given by a variety of electronic formats in accordance with modern practice [48.1].
9. The quorum at an AGM is raised to 10 (previously 7) members [15.2] Given that generally about 100 attend this does not seem an unreasonable number and follows common practice.
10. Voting at an AGM is by show of hands unless a poll is demanded (before or on announcing the result) by at least 10 members present (or by proxy) [19]. The arrangement for demanding a poll is thus simplified, as previously a poll could only be demanded after a show of hands “by 5 or more members present in person by the Chairman or by at least 3 members present in person or by a member present in person and representing one-tenth of the total voting rights at the meeting” (previous Art 24B).
11. A poll may be demanded as to whether there is to be an adjournment [19]. Previously a poll could not be demanded on this issue.
12. The provision for proxy notices is simplified [20].
13. As before, Directors are appointed by the members at the AGM (one third of existing directors resign and can be re-elected at the AGM, but others can also be put forward as directors in accordance with a timetable). In addition, the Directors can appoint a Director during the year, but such a Director must be proposed for election by members at the next AGM [31-33].
14. The minimum number of directors is 5 but there is no maximum and there is now a requirement that a director must be a member [27]. Previously there were to be not less than 2 nor more than 15 directors (previous Art 36).
15. A director must be a least 18 years old but there is now no maximum permitted age, although a director will cease to hold office if medically certified incapable of acting as a director for more than 3 months [26/34]. Previously there was a maximum age of 80 which would not now be permitted as it would breach the prohibition on age discrimination.
16. The quorum for a Board meeting is 2 [37] and decisions are by a majority as currently. Resolutions may be passed outside meetings by email [40] (currently e-votes must be ratified at the next meeting).
17. A Company Secretary may be appointed. Previously it was a requirement but in modern Company Law terms this is a largely meaningless office for an organisation such as the Trust. This is a separate issue from any decision by the Board to appoint a Minute Secretary or an Honorary Secretary since these appointees perform distinct functions which do not need to be provided for in the Articles.
18. There is now no formal requirement for a Treasurer although there remain requirements that the Board ensures the proper keeping of Accounting Records and the preparation of Accounts [44]. Financial management and control is now covered by an appropriate policy document.
19. In the sad, and hopefully very unlikely, event that it becomes necessary to dissolve the Trust it would become necessary to distribute the remaining assets after the completion of the dissolution. Because of the way in which the objects of the Trust are now described [4] any charity involved in inland waterways in the British Isles has been added as a possible additional destination of those remaining assets.[54]
December 2022
WACT Current Articles and Memorandum of Association