Proposed Changes to HDSB Constitution

Report to HDSB

Proposed Changes to HDSB Constitution

The Executive Committee and the Management Committee are recommending certain changes to the Constitution which are set out below together with the reasons for those recommendations

Budgeted Expenditure

First we suggest a new sub clause 4.7 for clarification (this already occurs in practice)

4.7 “All expenditure included in the annual budget shall be delegated to the Director

in consultation with the Chairman and the Hon Treasurer, virement between

existing budgets shall be delegated to the Executive Committee”.

Management Committee - reason for change

●Management Committee (MC) as constituted has no distinctive role.

●It tends to rubber stamp the decisions of the Executive Committee (EC) which is hardly surprising as it includes all EC Members.

●Though it does frequently ask pertinent questions of the brokers which is the area we believe should be developed.

Our Suggestion is: -

●MC to be reconstituted and renamed (at Clause 7) and to meet at least twice a year as the Trust and Finance Committee (T&FC).

●MC to retain 13 members.

●MC to remain as the Employing Committee

This would involve amending the Constitution with new Terms of Reference included in a new Clause 8 (see below)

8. TRUST & FINANCE COMMITTEE - TERMS OF REFERENCE

The Trust and Finance Committee (T&FC) having delegated day to day decision making powers to the Executive Committee (EC) (see Clause 25) has reserved the following powers to itself : -

8.1.1 the right and power to employ staff (appointments are made by the EC under the said Clause 25)

8.1.2 final authority to determine the Society’s annual budget and therefore requires:

1. The EC to set a draft budget each year
2. The EC to produce a budget review report no later than 6 months into each financial year which it will review within 21 days of receipt;

8.1.3 the right by special meeting to enquire into any proposal from the EC which might have significant financial consequences for the Society;

8.1.4final approval for all proposed expenditure NOT included in the appropriate budget over £5.000 (i.e. the level of approval to spend already given to the EC) save for “emergency expenditure” where the limit shall be £10,000 (see below)

8.2T&FC hereby declares that “emergency expenditure” is any relevant expenditure not exceeding the said sum of £10,000 when the Director, Chairman and Hon Treasurer are in full agreement that it is urgent and unavoidable

8.3T&FC may require on not more than two occasions in any year a meeting with the Society’s Brokers for an open question and answer session.

Services Committee

Our next suggestion is the creation of a Services Committee to look after the interests of new and existing members both to give them a greater voice and the right to have the concerns of members fully discussed and also to include representatives of the staff and the volunteers for the same reasons

Suggested new Clause 11

11.SERVICES COMMITTEE (SC) - TERMS OF REFERENCE

The SC is an advisory committee of not more than 12 persons and constituted to represent the interests of members in respect of all existing and proposed activities, events and services delivered or to be delivered to individual members separately or collectively and to hold the Director and Honorary Officers to account.

SC to meet at least twice a year, more frequently at the request of the chair or half of the membership.

Members will be elected at the AGM or may be co-opted if the figure falls below 10

SC shall include any Honorary President for the time being.

SC shall elect a chairman who should not be an Honorary Officer.

SC shall in the event of a dispute have the right to request a meeting within one month of that request with either the EC or the T&FC as appropriate.

SC shall at its usual meeting receive a report (written or oral) from the Director on all members’ activities, events and services and any proposed changes thereto and the Chairman and the Director will usually attend unless specifically not required.

SC shall require all agendas to include a question time in which to address questions to the Director and Honorary Officers as appropriate.

SC shall be entitled to suggest new activities, events and services for consideration by the EC & T&FC subject only to adequate budget provision being available whether by virement or fundraising.

For the avoidance of doubt “persons” shall include at least one member of the paid staff other than the Director and at least one volunteer but not more than two in each case and one health professional with appropriate skills provided there are such willing to serve, all other members of this committee shall be ordinary members of the Society presently in receipt of its services.

Cheque signatories

We also think that it is absurd that the Director is barred by the Constitution from signing cheques for authorised expenditure and so we are suggesting that the Director may also be one of the two signatories required which means current Clause 11.1 needs amending accordingly.

Delegation to the Executive Committee

We also think that it is essential that the current confused state of delegation to the Executive Committee is resolved by a formal amendment to the Constitution and we are suggesting a new Clause 25 as follows:-

New Clause 25

25.EXECUTIVE COMMITTEE – DELEGATED POWERS

Pursuant to Clause 7.9 hereof T&FC (as formerly constituted as the

Management Committee) had delegated and subsequently reaffirmed that

delegation (Minute 6.8 of the 20th January 2010) all day to day decisions to the

EC which previously and specifically included the power to review salaries

(Minute 4.5 of the 21st March 2007) and for the avoidance of doubt hereby

confirms that the EC shall have the power to appoint staffand approve non-

budgeted expenditure up to £5,000 (see Clause 8.1.4).

Next Steps

Clearly all this means that the Constitution must be re-drafted and renumbered (a re-draft is attached) and if approved by the full membership, at the relevant meeting by at least two thirds of the members present submitted to the Charity Commission for their information pursuant to current Clause 18.4.

P M Walsh (Hon Sec) on behalf of the Executive and Management Committees

05/02/2015