Proposed changes to Board structure & Articles of Association

Proposed changes to Board structure & Articles of Association

If you dialled in to the Board Phone in last month you will know that there are some changes being proposed to the Board structure & Articles of Association – the two go hand in hand.

The driver for change is to create a long-term solution which allows the Board structure to be more flexible and which will enable the Board to react quickly to the changing needs of the organisation. We also looked at succession planning: we have introduced a Vice-Chairperson and a 1 year special term to enable us to stagger the terms of appointments so we can avoid all directors retiring at the same time, or to appoint someone to shadow a Director in the last year of their term e.g. we could appoint a 1 year Director to shadow the Director responsible for development and performance who is due to retire at the next AGM. Finally we have a introduced period of time between an AGM and the Director taking over the role. A Director will take up their post on 1st May following an AGM – this will allow more time for proper handovers rather the immediate change over as we currently have. The President’s role will remain as is but you will have the option of appointing a President or not. 

The diagram below shows committees that a director might oversee – there can be more or less committees depending on what each director needs. This is also flexible: if one director has too much work, then a committee can be moved to another director or a new director can be appointed and committees re-balanced according to the needs of the organisation. None of this requires changes to Articles in future and allows us to re-balance the workload and expand or contract as the needs of the organisation change over time. Much of what has been done is semantics, the nuts and bolts of what we do will not change, but we will no longer be constrained by rigid role titles.

Diagram: Proposed Board Structure 2020

In addition to reflecting the structure changes and tidying up some typos and inconsistencies, the lawyers amalgamated the Articles of Association with the Model Articles into a single document so that we do not have to flick between documents to follow cross-references. The lawyers have been doing this for a number of NGBs and it made sense for us to do the same when updating the Articles to reflect the new structure. This is why they have increased in size.