1.Membership of the Charity
Advice UK
RULES
February 2005
1.Membership of the Charity
1.1There will be 5 classes of membership:
Full
Provisional
Applicant
Registrant(inoperative)
Associate(inoperative)
1.2The rights attaching to these classes will be as follows:
Full member
Entry in the register of Members. Full voting rights. Access to all services.
Provisional member
Entry in the register of Members. No voting rights. Access to some member services and all non-member services.
Applicant member
Entry in the register of Applicant members. No voting rights. Access to some member services and all non-member services.
Registrant
Entry in the register of Registered organisations. No voting rights. Access to non-member services only.
Associate
Entry in the register of Associate members. No voting rights. Access to Associate and non-member services.
1.3Eligibility for each class will be as follows:
Full member
Organisations only that have demonstrated compliance with membership criteria (see 1.4 below), been approved by the Directors and been entered in the register of members.
Provisional member
Organisations only that have demonstrated compliance with membership criteria but have yet to be approved by the Directors for entry into the register of members.
Applicant member
Organisations only that have applied in the required form but have not yet demonstrated compliance with membership criteria.
Registrant
Organisations only that would be suitable applicants for membership and have registered as potential beneficiaries of capacity-building support.
Associate
Organisations and individuals.
1.4Criteria for Full Membership
These will be as determined from time to time by the Board of Trustees / Directors. The current criteria require that applicant organisations must:
- Be providing advice and/or information as a significant part of their work
- Be providing advice that is free, independent and confidential
- Be accountable to the community they serve with an appropriate constitution
- Have professional indemnity insurance cover
- Have a complaints procedure
- Be pursuing an equal opportunities policy
2.Composition of the Board of Trustees / Directors
2.1The Board will consist of no more than 20 Trustee / Directors (who in the Memorandum and Articles and in this document are referred to as Directors).
2.2Directors will be appointed in two ways - some will be elected by Member organisations and others will be co-opted by the Board or appointed by the Charity in General Meeting. Both categories will have the same full powers and duties of Director.
2.3There will be up to 12 places on the Board for Directors elected by Members as follows:
9Directors for the regions of England
1Director for Scotland
1Director for Wales
1Director for Northern Ireland
2.4Vacancies among the 12 places for Directors elected by Members may be filled by co-option (see 3.2.2 below).
2.5There will be up to 8 places on the Board for people co-opted as Independent Directors. Anyone so appointed must not be an employee or a trustee/committee member/director of a Member organisation.
3.Appointment of Directors (Articles Clauses 27 and 28)
3.1Directors elected by members
3.1.1For the purpose of electing Directors there will be 12 constituencies coterminous with the current EU regional boundaries for the UK.
3.1.2In each calendar year the Board will determine which existing member-elected Directors are to retire by rotation (Articles - Clause 25) and will produce a list of the constituencies affected. They will add to the list any constituency from where there is no co-opted Director appointed under 3.2.2 below and any other(s) where there is to be a vacancy due to an elected Director giving notice of their resignation or a co-opted Director being required by the Board to stand down. The Board will also produce an election timetable. This information will be notified to every full member and an election declared in each of the listed constituencies.
3.1.3In those constituencies where an election has been declared, every full member will be invited to nominate a person to serve as a Director and will be given at least 42 days to make a nomination.
3.1.4Following the close of nominations every full member in constituencies where an election is being held will be notified of all nominations. In any constituency where there is only one nomination the nominee will be deemed elected and the members in that constituency so informed. In any constituency where there is more than one nomination, every full member will be issued with a ballot paper and be given at least 14 clear days to cast their vote.
3.1.5Following the close of polling the Directors will inform all members of the results of all the elections within 35 days.
3.1.6Retiring Directors standing for re-election who are not re-elected will cease to be Directors at the date on which the result of the election is notified to nominees. Newly elected nominees will become Directors at the date on which they sign the register of Directors.
3.1.7Directors elected by Members in the above way will retire in rotation in accordance with clauses 25 and 26 of the Articles and will be eligible for re-election.
3.2Directors co-opted by the Board or appointed by the Charity in General Meeting
3.2.1a)The Board will maintain an assessment of the skills, knowledge, experience and perspectives required by the Directors in aggregate in order to best ensure effective governance of the charity. They will also maintain an assessment of the degree to which the requirement is currently met.
b)In considering the co-option of any person to act as a Director the Board will have regard to how they would compliment or improve the balance and range of skills, knowledge, experience and perspectives currently present on the Board.
3.2.2Directors co-opted by the Board to fill casual vacancies:
a)If at any time there are fewer than 12 member-elected Directors the Board may fill the vacancy or vacancies by co-opting as a Director any representative of a member organisation who is willing to stand.
b)Directors co-opted in this way will serve for no longer than three years but must retire earlier if the other Directors so decide in order to either declare an election in a constituency or to create a vacancy for an alternative co-opted Director. They will not be taken into account when determining those Directors to retire in rotation. They will be eligible for further periods of co-option by the Board should a vacancy or vacancies among the 12 elected places still exist following elections.
3.2.3Independent Directors:
a)At any time the Board may co-opt any eligible person (see 2.5 above) who is willing to serve as an Independent Director.
b)Directors co-opted in this way will not be taken into account when determining those Directors to retire in rotation. They will normally serve a first term of three years but must retire earlier if the other Directors so decide in order to provide for effective rotation of Independent Directors. If required to retire for this reason they must be recommended for re-appointment at the AGM.
3.2.4Directors appointed by the Charity in General Meeting:
a)At any time the Charity in General Meeting may appoint or re-appoint any person who is willing to act to be a Director (Articles Clause 30) so long as that person is either recommended by the Board or is appointed in accordance with Clauses 31 and 32 of the Articles. Directors appointed or re-appointed in this way will retire in rotation in accordance with Clauses 25 and 26 of the Articles and, if willing to act for a further term and subject to the approval of the other Directors, will be eligible for re-appointment.