RSA Governance - Please Read

The recommendations

The Chair and Deputy Chair (requires the concurrence of the AGM)

Two Treasurers (requires the concurrence of the AGM)

Up to ten Fellows co-opted by the Board (rather than six). Two members will continue to be co-opted from the Fellowship Council.

Discontinue the process of having elected Trustees.

Why?

The changes made to the Society’s constitution last year have given the Fellowship a powerful role to play in the governance of the Society. This in turn has reduced the need to have elected Trustees in order to maintain checks and balances. The key changes were:

the creation of the Fellowship Council with delegated powers to oversee Fellowship matters in place of the previous Advisory Council;

the co-option of two members of the Fellowship Council to the Board; and

the replacement of the previous Trustee-only NominationsCommittee with a Nominations Panel made up equally of Trustee and Fellowship Council nominees. The Nominations

Panel reviews and recommends appointments for co-opted Trustees and determines
whether prospective candidates are eligible for election as Trustees.

Additional arrangements to promote Fellowship engagement in governance are as follows:

The present Fellowship Council is half elected and half appointed, however, the intention is to increase the elected component (this is a matter which Trustees and Fellowship Council will work together to decide).

Two out of four members of the Audit and Risk Committee are being drawn from the Fellowship.

We have sought self-nomination from the Fellowship for future vacancies for co-opted Trustees and presently have a pool of candidates that will be reviewed by the Nominations Panel.

Turnout for Trustee elections has been low, especially in comparison with the significantly high turnout for the Fellowship Council election. The Fellowship Council elections were also more contested than the previous Trustee elections and they have been designed to ensure balanced Fellowship participation.

Elected Trustees have historically had an ambiguous status in terms of accountability to the wider Fellowship. The new Fellowship Council representatives on the Board are accountable to the Fellowship at large as they report directly to the Fellowship Council.

The changes will give the Board greater flexibility and further strengthen the links between the Fellowship Council and the Board. They will also ensure an appropriate diversity of skills on the Board as well as a balance between continuity and renewal.

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MOTION FROM JONATHAN ROLLASON

This motion calls for the Trustee Board to move to 100% Fellows elected and is being promoted by the Chair of the London Region Jonathan Rollason who emailed the following letter to Fellows in London Region on Friday:

Dear Fellow,

You may have seen the agenda for the postponed AGM. The AGM included a motion put forward by the Trustees to eliminate the elected Trustees.Your committee disagrees with that proposal and believes that will leave decision making with a non-elected body. We believe that this is fundamentally wrong, undemocratic and we do not know of any organisation thathas moved from elected to non-elected officers in the 21 century.

The majority of the committee believe that all the trustees should be wholly elected. If you agree we would be grateful if you would sign the motion below and return it to Matthew Taylor at 8 John Adam Street, London, WC2N 6EZ to reach him by Wednesday 6th October and please let us know if you intend to respond. In order for the motion to be added to the AGM we need 25 signatures.

MOTION TO MOVE TO A FULLY ELECTED BOARD OF TRUSTEES

We, the undersigned Fellows of the RSA, believe that the RSA should be run by the Fellows and that the Fellows, and the Fellows alone, should determine the strategy of the RSA. Staff at JAS should then implement that strategy. We, the undersigned Fellows reject the move to eliminate elected Trustees and replace these Trustees with appointed Trustees. We believe all Trustees should be elected. Furthermore we believe that any Fellow who has been a Fellow for 6 months or more should be allowed to stand for election.

We believe in democracy at the RSA.

We the undersigned approve the motion that all Trustees should be elected and that the Charter and Bye-laws be amended to reflect this change.

We request that this motion is raised at the AGM where it can be discussed and voted upon.

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MOTION FROM RUDI PLAUT

This motion has been drafted by Rudi Plaut and calls for a Governance Advisory Group.

The original "Notice of AGM" included (on a back page) the proposal that the Charter should be altered (Paragraph 5.2) so that all Trustees should in future be co-opted. Even the business of the AGM shall be "as the Board shall determine". Many Fellows have strongly objected to the proposal and to the way in which Fellows would therefore be deprived of all power to run their own Fellowship.

Although there are protestations that the Fellowship Council and the Nominations Committee have some power, in fact in neither body do elected Fellows have a majority over the co-opted members. Hence, even if the present protestations of good will are wholly accepted, there is every possibility that with the Charter and Bye Laws so alligned, that at some time in the future these powers would be mis-used.

Apart from a large number of Fellows wishing to make known their strong feelings about the proposals through motions to the AGM, which can only be supported, there is also a need to ensure that a clear way forward is agreed. This motion needs to include the whole governance of the RSA, as the motions passed last year now give the appearance of being a first instalment of a two-part stategy. It is felt that this matter should not be left open wholly in the hands of those responsible for the present position.

Therefore a motion has been framed and agreed by a good number of Fellows, so that the AGM can steer the way ahead and ensure that there is a full consultation of the Fellowship, culminating in a report to its AGM next year.

Below are two very similar motions. If the Board continues to put forward the motion as originally framed, then it needs to be amended so as to make it follow the proposed path. There cannot be

two motions which contradict each other; instead the amendment must be considered before the main motion in the usual way.

The second motion is in case the Board withdraw their motion, as that would make any amendment disappearautomatically. This second motion would then still stand.

Motion 1.

"This meeting is opposed to the Trustees’ proposals to change the Society’s Charter and Bye Laws. This meeting agrees instead to the appointment of a Governance Advisory Group which will consider the future governance of the Fellowship with a view to bringing recommendations to the 2011 AGM. This Advisory Group is to consist of: three present Trustees elected by them; three elected representatives of the Fellowship Council elected by the Council; three Regional Chairs chosen by an election amongst all Regional Chairs, and it may
in addition co-opt up to three further Fellows who do not belong to any of the afore mentioned groups, making a total of up to twelve Fellows. To arrive at their recommendations the Group is to seek the informed views of Fellows in all parts of the world with meetings, notices and articles as seems most effective and efficient to them. The Chair of the Board of Trustees is to be Chair of the Group or to appoint another member of the Group to that position."

Motion 2.

"This meeting agrees to the appointment of a Governance Advisory Group which will consider the future governance of the Fellowship with a view to bringing recommendations to the 2011 AGM. This Advisory Group is to consist of: three present Trustees elected by them; three elected representatives of the Fellowship Council elected by the Council; three Regional Chairs chosen by an election amongst all Regional Chairs, and it may in addition co-opt up to three further Fellows who do not belong to any of the afore mentioned groups, making a total of up to twelve Fellows. To arrive at their recommendations the Group is to seek the informed views of Fellows in all parts of the world with meetings, notices and articles as seems most effective and efficient to them. The Chair of the Board of Trustees is to be Chair of the Group or to appoint another member of the Group to that position."