Adam Donnan
April 2019

Modernising governance: explaining changes to the Articles

This article is to explain the governance changes that make up the Special Resolutions on this year’s ballot paper. 

The 2017 strategic review identified ‘outstanding governance’ as one of the five key drivers that underpinned our organisational model. Trustees determined that, whilst the culture and effectiveness of our governance committees were very good, the Charity Objects and governing documents needed updating to align with the latest Charity Commission guidance.

The proposed Articles of Association (pdf) are based on the model documents supplied by the Charity Commission. The powers of Trustees, benefits, conflicts of interest, indemnity and other standard sections do not waiver from these model documents, and are largely unchanged from the previous Articles, except where the Charity Commission had updated and sharpened its guidance.

The major changes that we need to draw your attention to are detailed below. The numbers refer to their numbering in the document. If you wish to compare documents, you can download the existing Memorandum & Articles.

Please note that, as the IES is both a charity and a company, Trustees and Directors is used interchangeably, as is Board and Council.

3 Objective
As detailed in my blog from July 2017, the Trustees determined that our current Object, "to educate the public in the environmental sciences", no longer accurately represents the work of the Institution.  From that point, we started using the tagline “'Standing up for science, scientists and the natural world” and set the aim of changing our Charitable Objects with the Charity Commission.  The Commission requires charitable purposes to fit within one of their fourteen ‘description of purposes’. I’ve heard, but have been unable to confirm, that when the IES registered as a Charity in 1970s, protection of the environment was not considered a charitable purpose. In order to fit our mission, the Trustees determined that we should be registered under two purposes: ‘the advancement of environmental protection and improvement’ and ‘the advancement of education’.

The Commission recommends fitting the Object to the purposes in a fairly formulaic way. The Trustees have agreed a new Object that fits this recommended structure: “to promote a scientific approach to understanding and ensuring the conservation, protection and improvement of the physical and natural environment. This will be achieved through advancing environmental science in education, the professions and the public.” We believe that this is a better descriptor of the activities we currently undertake and hope to undertake in the future.

The second part of this section deals with a list of aims in pursuance of the Object. These have been condensed from the old Articles and a few additional aims added (b and d) to adequately cover all the aims outlined in the strategy.

10 Members
The old Articles determined that only Council Members and Vice Presidents could scrutinise applications for IES Membership. This may have been a sensible stipulation when the IES was a smaller organisation, but given the IES processed 719 new applications last year – it is not the best use of our Trustees’ time! The new Articles allow Council to delegate these powers to an Application Review Panel of suitably trained individuals. Appeals remain with the Council.

23 Directors
The size of the IES Council (14-20) was far bigger than the size recommended by the Charity Commission (8-12). The IES Council has evolved from a representative committee (both in sector and field) with wide ranging technical input into the work of the office, to a body looking after the legal, financial and fiduciary duties of the organisation, with the day-to-day management remitted to the office and technical input remitted to committees. The size and composition of the Board therefore needs to adjust to reflect this change of duties. The new Articles reduce the size of the Board to between 8 and 14 Trustees.

25, 26, 27 & 28 Appointment, Terms in Office of Appointed & Elected Directors
Whilst the old Articles allowed for Elected Directors to co-opt other Directors, the new Articles formalise this into two types of director: Elected and Appointed.

Elected Directors come from the IES membership. There must always be a minimum of 8 Elected Directors.

Appointed Directors serve two functions: allowing the Board to recruit individuals with skills that may lay outside the membership, such as financial, legal or marketing; and to appoint members to the Board whose functions on other committees – such as IAQM or CHES – require them to sit on the Board. There can be a maximum of 4 Appointed Trustees on the Board and any time and they are appointed by the Elected Trustees only. This means there will always be at least two Elected Trustees for every Appointed Trustee, ensuring that IES members remain in the majority on the Board. 

The new Articles also codify our practice of limiting Elected Directors to two terms of three years.

32 Delegation of Powers
This expands the powers of delegation beyond just committees to include, sub-committees, individual Directors or staff. This reflects the more flexible scheme of delegation required of a larger and more agile organisation. The principle that the Directors can delegate powers but not responsibilities is firmly enshrined in all our governance documents.

Other minor changes

  • 11 Classes of membership - Moving the individual descriptions of member rights and obligations to the byelaws to allow classes of membership to be more easily created or modified as the Institution evolves. Voting rights are still enshrined in the Articles.
  • 12 Termination of membership - Minor changes made to allow the grace period for memberships to be determined by Council and to align with our updated disciplinary policy.
  • 17 & 31 Chairing General Meetings and Chair - Vice Chair role added and limits to Chair’s term in office codified.
  • 29 Disqualification and removal of Directors - Strengthens powers to remove Directors who don’t show up to meetings.
  • 30 Proceeding of Directors - Quorum increased from a third to a half of Directors in reflection of the smaller size of the Board.

Support these changes
If you have any questions about the changes, please feel free to contact the office.

Changes in governance are always difficult, but members should be assured that the changes were discussed in detail at numerous Trustee meetings and strongly embody model guidance and best practice. We believe that these new Articles will mean that the Board can continue to deliver outstanding governance in pursuit of our mission. The Trustee and staff urge you to vote ‘For’ the new Object and Articles by returning your proxy vote (pdf) or voting online through the Members’ Area

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