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National Executive Committee (NEC)

Report of theGovernance Structure Consultation

Working Group1

Presentation to AGM/ConferenceAugust 2017

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Ian McCannah - London Trustee‘Non-structural’ points raised during the Consultation

Graham Clark - Co-opted Trustee, ex-Scotland TrusteeThe Working Group’s Findings and Recommendations

Michaela Moody - Vice-Chairman, ex-East Midlands TrusteeProposed ‘structural’ changes to the Memorandum & Articles

The Consultation Working Group

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May 2008 – December 2015► Memorandum & Articles of Association approved in 2008► Articles in Third Age Matters; letters to the Trust Chairman

January 2016 – August 2016► Further articles in TAM concerning NEC’s ‘fitness for purpose’► NEC discussions on pros/cons of options for structural change► Presentation and Q&A session at 2016 AGM► Governance Structure Consultation Working Group set up

Historical Background

The Consultation Process

September 2016 – March 2017► Creation of a ‘Focus Group’ – 20 invited members

– 20 submissions

► On-line Questionnaire sent to all U3As– 477 returns received from 415 U3As

► TAM articles with ‘invitations to respond’ by e-mail– 32 responses

► Meetings with 22 regions/networks – 625 members from 349 U3As participated– 34 follow-up submissions

► Meeting with 14 current NEC trustees– 14 submissions 4

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NationalExecutiveCommittee

GovernanceStructureConsultationWorkingGroup

Report

June2017

► 38 pages

► Will be downloadable from U3A website

► Objective analysis

► 4 appendices; 375 quotations

► 2-page Management Summary

Summary of theMain Findings

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National Executive Committee

► Strong desire to retain the current regional ‘representational’ structure; but substantial minority for a smaller skills-based Board

► General belief that Board should contain ~16-18 members

► Support for reduction to one Vice-Chairman; removal of past-Chairman; and election of Officers for 3-year tenures

Advisory/Consultative Council

► Unwanted extra tier of governance; costly talking shop

► Preference for short-term advisory/consultative groups

► Skills/expertise from the membership should be brought into sub-Committees and Working Groups

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Regional Trustees (RTs)

► RT role too onerous and potentially conflicting; retain RTs’ ‘national’ governance and leadership roles

► Devolve ‘regional’ responsibilities, eg setting up new U3As, to Volunteers

► Strong support for RTs to remain elected regionally

► Little support for experiential application criteria or for skills-based selection, nomination or appointment processes

► General support for encouraging NEC continuity; option for RTs to be re-elected for a further two-year term

Regions

► Little concern over democratic/demographic deficits

► Even within the larger regions, no strong desire to alter the current ‘regional’ and ‘devolved country’ structure

► U3As in smaller regions are content with the current regional structure

► U3As in larger regions relate to their networks, not their region

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Networks

► Informal groupings of U3As that wish to develop organically, but need Trust support

► De facto, networks are part of the Trust’s structure but little desire to take on formal management or governance roles

► Desire for the Trust’s communication systems to be improved by creating a ‘network link’

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► The Working Group’s findings should be presented, and followed by a Q&A session, at a plenary session of the 2017 AGM/National Conference

► A full revision of the current Memorandum & Articles of Association should be undertaken, including the Working Group’s structure proposals. This should be notified to the 2017 AGM/National Conference. The revised ‘Articles of Association’ should be submitted to an EGM in Spring 2018

► The Working Group’s various ‘non-constitutional’ findings should be implemented

Recommendations of the NEC

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Proposed changes to the Memorandum and Articles of

the Third Age Trust

Why update and renew our Articles of Association and Memorandum?

The Charity Commission recommends keeping a charity’s governing document under review to ensure that it is up to date and properly reflects what the charity does and how it operates

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Our governing documents

u Articles of Association (amended by Special Resolutions in May 2008 and September 2013)

u Memorandum of Association (as approved by General Meeting 0n 6 June 1989)were created under the Companies Act 1985

The Companies Act 2006

Revisions to the Companies Act 2006 have been brought into effect in several stages, the last of which was implemented on 1 October 2009:

u With effect from 1 October 2009, the memorandum and articles is an articles based document

u The objects and all operative provisions are in the articles of association

u The memorandum of association is now a document of purely historical significance

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Governance Committee

u In February 2016 the Governance Committee recommended a review of the Memorandum and Articles (M&A) of the Trust and their amalgamation into one document to align with current practice outlined in the Companies Act 2006

u It also highlighted those sections of the M&A which they felt should be amended, errors corrected and anomalies removed

u At the conclusion of the Working Group’s consultation, the WG included the Governance Committee recommendation in their Recommendations to the NEC

Proposed changes to the Trust’s Articles

u Remove ex-Chairman as ex-Officio (Article 36)u Elect Officers for 3 years rather than annually (Article 39)u Reduce the number of Vice Chairmen to one (Article 39)u Elect Regional Trustees for 3 years with the option for re-

election for a further two years. (Article 42)u Update the Trust's Memorandum and Articles, including

those clauses relating to its Charitable Objects

They should be amended or updated as follows:-

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Intention

u To create a small Working Party to investigate the proposed changes

u To present their proposals to the NEC for approval

u To present the NEC proposals to an Extra-ordinary General Meeting to be held in Spring 2018 for adoption by the membership

Constitution Working Group’sTerms of Reference

u To create a single articles document from the current Memorandum and Articles of Association of the Third Age Trust

u To remove all inconsistencies and anomalies from the existing documents

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Non structural points raised during the

Consultation Process

NetworksTo encourage, and support, the organic growth of Networks:-

u Create a national “Network Link” (defined as informal Networks, Clusters, Links and formal Regional Committees in small Regions) as part of a strategy to improve the flow of information between the Trust and its members

u The “Network Link” to access the NEC via a Trustee, possibly a VC?

u Network Chairs to be invited to an annual meeting, similar to the Subject Advisers meeting

Current communication ‘loop’The ‘Network Link’

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NEC Sub-Committees

u There is a deep reservoir of expertise within the membership of nearly 400,000

u The NEC has started to open up NEC sub-committees, and ad hoc Working Groups, to non-Trustees with the relevant skills and expertise, in areas such as Education, IT and Research. This will continue, primarily via adverts in TAM

National Office

u To increase National Office staffing in line with the growth of the movement and to support the work of NEC sub-committees and Working Groups

u In recent months, Sophie Welling (Advice & Volunteer Manager), Fran Walton (Education & Resources Manager), Kevin Traynor (Finance Manager), and Liz Drury (Communications Officer) have been appointed

u The Trust was encouraged to ensure that it gives advice rather than “instruction”

u The Committee Reference File was viewed positively

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Trustees

u Address the dual responsibility of Trustees

u Gradually delegate parts of the RTs’ current regional duties to Regional Committees / Networks / Volunteers, taking account of local circumstances, so that they can focus more on national governance, finance and leadership roles

u Over recent months, members have registered for training in the following areas – new U3As and workshops on a variety of U3A related matters including troubleshooting

Communication

u There was a consistent view that both internal and external communication could be more effective

u All National Office mailings to be sent by e-mail to members who have registered to receive them

u Establish web forums on specific topics. This is the future way to communicate with members

u Obtain more information on the annual Capitation Fee return

u An AGM session where Trustees are introduced, followed by a Q & A session

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Third Age Matters

u All members to receive a copy free of charge

u Comparisons were made with the National Trust. However, their annual fee is over £60. If the Trust provided TAM free to all members, the Capitation Fee would have to be increased by the Direct Mail Charge (£2.40) giving a Capitation Fee of almost £6

Education

u More emphasis on Education

u The Trust is providing advice on on-line learning platforms and on-line courses, such as MOOCs

u Trials are taking place on providing on-line courses for members who are not able to meet in traditional Interest Groups

u Encouragement is being given to U3As to establish links with their local Universities

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The Trust

u Trust events tend to be London focussed. More emphasis on Regional events

u Now that the previous three year plan – Going Forward – is complete, the Trust should have a 5 Year Plan

u The issue of "University" in our name was raised – more as a negative to recruitment than a positive

u The Trust has no plans to change the U3A name

u Have a CP every 5 years!