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    Updating the Bye-laws

     

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  • Introduction to updating your Bye-laws

     

     

     

    UPDATE 1 - ADDITIONAL TEXT IN GREEN - NOTES FROM MEETING ON OCTOBER 15TH

    Next steps:

    Book in another meeting in a few weeks, to cover what we didn't get through at this meeting

    Nicola and Lucy to start drafting advice notes, and an overall paper for Council - Lucy to arrange to talk to Philip to understand the Society's custom and practice in the areas set out below.

     

    UPDATE 2 - Lucy and Philip discussed custom and practice on October 22nd. The purple button below takes you straight to the notes from this discussion.

     

    Update 3 - agreed at Nov 24 SG 3 -

    Agreed that as the Charter currently does not have a dissolution clause, nor any mention of the President-Elect, these points needed to be added in.

    What is the decision sought from the Steering Group?

     

    There is a lot to think about here - so I have tried to divide it up, to make it easier to absorb. The vast majority of the suggestions should be uncontentious, as they are all content identified by Birketts (and occasionally me!) which is normal to have in Bye-laws, and which is missing or are unclear in yours.

    There are some areas where the Steering Group, Council and staff will need to do some serious thinking - but most of these are already under consideration.

     

     

     

    I think the decision is in two parts:

     

    1. To agree to ask Birketts to provide legal drafts for "the easy bits" , in order to take this to Council in December. I'm not sure yet if the best way to present it is a table of proposed amendments and the corresponding legal drafts, or just to start annotating a version of your current Bye-laws. I'll have a think.
    2. To agree to work by correspondence over the next six weeks (not full time!) to come up with proposals (in plain English) for the "harder bits" to discuss at Council in December - NB no legal drafting required for this.

     

    You can give feedback at the bottom of this page.

    What about the Charter?  

    Update - agreed at Nov 24 SG 3 -

    Agreed that as the Charter currently does not have a dissolution clause, nor any mention of the President-Elect, these points needed to be added in.

     

    Previous text

    We have tried to leave the Charter untouched. However...

     

    The Society currently has no dissolution clause, ie instructions for how to distribute the assets if you close down. Although closing down is extremely unlikely, we should talk about adding this clause to the Charter.

    There is no mention of the President-Elect in the Charter, but this person is described as a member of Council in the Bye-Laws. We should talk about this too.

     

    The proposed amendments to the

    Bye-laws are set out below, in four groups.

  • 1) Very little discussion likely to be needed, and easy to draft

    Obviously, you never know when a topic will suddenly kick off and be more of an issue than predicted.

     

    All agreed - a few points need a conversation with Philip, so that Nicola and Lucy can draft amendments to the Bye-laws - and to identify any possible areas where there is no "answer" and we need to go to Council. Also, clarify the "name" of a meeting that isn't an Annual General Meeting - note that this is NOT an "Emergency" meeting

  • 2) Will need some discussion

     

    These topics aren't particularly difficult, but there is a range of options for Council to choose from. 

    Agreed as proposed, unless noted below (which may indicate a disagreement or a "build")

     

    On reducing/removing subs, create a power for Council to agree this on the recommendation of the Treasurer. (I suggest that this could be by email, with - unlike other Trustee resolutions - silence being assent. These decisions will not be important compared to the rest of the Society's business, so the Society could lower the bar needed for a yes)

     

     

    On the President's vote - strong recommendation from Nicola and Lucy that the President should vote in the first round, and have a casting vote (General Meetings AND Council meetings). Concern from some members of the SG that this was a unwanted and unnecessary change. ACTION - N&L to prepare an advice note for Council.

     

    On publishing minutes - add power to redact

     

     

  • 3) A range of opinions expected

     

    For these topics, there is probably a little bit more room for debate.

    Agreed with additions/exceptions below -

     

    On vacancies - yes, a person can replace themselves!

     

    On whether or not the Membership can remove a Trustee - advice from N&L that this should be a power; concern from some members of the Steering Group. ACTION - N&L to prepare an advice note for Council.

     

    On Honorary Auditors - the Steering Group felt that this was a useful role, and that its removal would cause much more disquiet amongst the Membership than any benefit gained. ACTION N&L to provide an advice note about minor tweaks to how this process works.

     

    On proxy voting - we discussed the pros and cons. Concern from some members about bloc voting from pressure groups, and about people not bothering to come to meetings. ACTION N&L to provide an advice note for Council

     

    On simple / super majorities: agreed NOT to include selling assets in the super-majority list. N&L to propose "normal" super-majorities.

     

    Emergency powers: strong recommendation from N&L to remove this and to rely on a) a smaller quorum and b) the ability to make decisions my email. The Steering Group felt that this power had been essential in recent years (albeit only used once and for a highly unusual situation) and should be retained. ACTION - N&L to provide advice note to Council.

     

     

  • 4) Substantial debate anticipated

    Lots of different views likely! And these three topics are all up to you - there isn't a standard answer.

    Agreed to clarify nominations and elections - conversation with Philip needed.

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    Custom and practice - Lucy and Philip discussion

    There are a few areas where the Bye-laws are not clear, but the Society's custom and practice is. The notes below set out what we need the Bye-laws to say.

    Is everyone on Council a Fellow?

    Confirmation - yes, everyone is a Fellow.

    Membership categories more generally

    The only Membership category is "Fellow". There is no such thing as a Member who is not yet a Fellow.

    However, there is a category of "Honorary Fellow". This is an honour awarded by the Society. The Hon Fellow does not have to pay anything.

     

    Rights of Honorary Fellows - very limited. They can't stand for any position on Council, vote in elections for positions on Council, attend General Meetings or (obviously) vote at General Meetings.

     

    Rights of Fellows - can stand for any position on Council, vote in elections for any position on Council, attend General Meetings and vote at General Meetings.

     

    Minor complexity to be aware of: Sometimes a Fellow is made an Honorary Fellow. If this happens, they keep the rights they had as a Fellow if they keep on paying their subs - ie these rights are not removed.

     

    Second minor complexity - there is a concept of an "Associate Fellow" which seems to be the same as Hon Fellow - do we need to get rid of this? is it any use to the Society? is anyone still an Associate Fellow?

    Notice of the AGM and other General Meetings

    Obviously, the Society knows the date and location of the AGM many months before it happens. So custom and practice is that this publicised as early as possible. It is on the second Friday in May.

     

    More formally, this is the timeline:

     

    1. Two weeks before, on the Friday, the agenda and papers are sent out. Please note - this is 14 days' notice, not 14 clear days' notice.
    2. However, the Trustees' Annual Report, including the Accounts, is not sent out with the main agenda and paper pack, but is made available on the website about a week later. At this point, the TAR is not yet finally signed off by Council. This happens at the Council meeting on the morning of the day of the AGM - the AGM is in the afternoon.
    3. At the AGM, attendees are asked to approve the TAR (not to note it).

     

    Two questions to discuss with Nicola -

     

    1. Is providing the TAR only a week before abiding by the 14-day notice period? Or do we need to make a special exemption that the TAR is only provided seven days before?
    2. It is the Trustees who must take responsibility for the TAR. So should attendees be asked simply to note it, rather than approve it?

     

     

    Is everyone on Council a Councillor?

    Yes - Councillor does not mean "someone who is a trustee but not a VP, Sec, etc" - everyone is a Councillor and also a Member of Council.

     

     

     

    What is the process for nominations, elections and appointments?

     

    Who is eligible for what position?  

    Any Fellow can stand for anything (except Honorary Fellows who pay no subs, and people who are at the end of their max term)

     

    How is that person nominated or self-nominated?

    The request for nominations goes to all the email addresses for Fellows but not Hon Fellows (unless they also pay subs - prob because they were a "normal Fellow" before). Two supporters are needed, and the candidate has to say that they want to do it (ie no-one can be nominated against their will). HFs can’t support unless they also pay subs.

     

    What do candidates have to provide? (eg statement of why they’d be good for the job).

    They have to get nominations in by the final Friday before the end of November, so that Council can consider candidates at the December meeting. Candidates don’t have to submit a statement or anything, but PD is going to ask for a CV this time. There is no process to create a shortlist, as there are just not that many candidates! Any weeding out at Council is only weeding out because of technical issues.

     

    SUGGESTION - Candidates are asked to draft a short statement (600 words) saying why they'd be good for the role, in time for the December Council meeting. (NB note that science CVs are usually not very helpful for working out why someone would be a good trustee!)

     

    Voting - who can vote?

    Everyone who pays subs (ie Fellows and Hon Fellows who pay) can vote for all positions.

     

    Voting system

    This is run online by MyVoice.

    Everyone gets an email with a ballot. (except HFs who don't pay subs)

    There are no rules against self promotion

    Closes at midday before the AGM.

    FPTP not STV, but there needs to be a way of filling four A posts and four G posts with the top scoring people. (ie if an A person scores higher than the top G person, the G person gets the first G place on Council)

     

    Announcements

    Results are announced at the AGM by the scrutineer. The number of votes is also read out. (Candidates are warned about this from the beginning)

    Candidates do not know if they are successful or not until the meeting.

    SUGGESTION - tell candidates the day before if they are successful or not, so that it's slightly kinder.

     

     

    Things to be resolved

    How to manage people with no internet access?

    Scrutinees - no need any more for counting paper ballots, so apart from announcing the results, what is their role, how do they add value?

    What if there is a tie? SUGGESTION: draw lots

     

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    Lucy will receive all the feedback, and then compile and share all comments.

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