The Board's statement of Reasons
To remove reference to gender in Chairman and Vice Chairman
Chairman and Vice Chair
Replace all references to Chairman and Vice Chairman in the Articles with the words Chair and Vice Chair respectively.
The Board consider is appropriate to remove reference to gender in titles within the Articles.
To remove the limitation on the ability for Honorary Members and Corporate Members to be Directors.
14 NUMBER OF DIRECTORS
(c) up to twelve further Members to be drawn from the Ordinary Members (i.e. not Honorary Members, Corporate Members or Student Members) and to be elected by the membership as a whole;
Article 14.1 (c) is substituted by the following:
(c) up to twelve further Members to be drawn from the Ordinary Members, Honorary Members or Corporate Members (ie not Student Members) and to be elected by the membership as a whole;
The Board considers that it is appropriate for either an Honorary Member or a Corporate Member to be a Director if they are elected by Members to serve as a Director. Currently Honorary Members are prevented from being Directors and members within public sector organisations need to be Ordinary Members and not Corporate Members which potentially discourages nominations from those within public sector organisations for election as Directors.
To remove the limitation on the ability for Honorary Members and Corporate Members to be Vice Chair or Chair (article 12.1).
12.1 The Chair and Vice Chair must be Ordinary Members of the Company (i.e. not Honorary Members, Corporate Members or Student Members) and have served on the Board of Directors.
Article 12.1 is substituted by the following:
The Chair and Vice Chair must be Ordinary Members, Honorary Members or Corporate Members (ie not Student Members) of the Company and have served on the Board of Directors.
The Board considers that the same reasoning which applies to Honorary or Corporate Members being Directors applies here.
The elected Vice Chair becomes chair elect upon taking post at the AGM following an election and becomes Chair at the following AGM.
12 CHAIR AND VICE CHAIR
12.1 The Chair and Vice Chair must be Ordinary Members Honorary Members or Corporate Members (ie not Student Members) of the Company and have served on the Board of Directors.
12.2 The Chair and Vice Chair shall take post from the Annual General Meeting of the Company at which they are elected and serve until the earlier of the next AGM or 14 months.
12.3 The outgoing Chair shall not be eligible for re-election as Chair for a period of one year following the end of his or her term of office in that position.
12.4 The Chair and Vice Chair shall be members of the Board of Directors.
12.5 If the numbers of votes for and against a proposal at a meeting of Directors are equal, the Chair (or other Director chairing) the meeting has a casting vote.
12.6 Article 12.5 shall not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the Articles, the chairman or other Director is not an Eligible Director for the purposes of that meeting (or part of a meeting).
12.7 If the Chair or Vice Chair is not participating in a Directors' meeting within ten minutes of the time at which it was to start, the participating Directors must appoint one of themselves to chair it.
Article 12.2 to be deleted and replaced with a new article 12.2 as follows:
12.2 The Vice Chair shall be elected at the Annual General Meeting as Chair elect and will serve as Vice Chair from that point until the next AGM. At that next AGM, the Vice Chair will be appointed as Chair.
New articles 12.8 and 12.9 to be inserted as follows:
12.8 If a Chair resigns during their term, the Vice Chair shall become Chair until the second Annual General Meeting after the election at which they were elected.
The Board will co-opt another Director to act as Vice Chair until the next Annual General Meeting at which meeting a Vice Chair will be elected.
If there is no Vice Chair then the Board shall co-opt another Director to act as Chair until the next Annual General Meeting at which meeting a Chair and Vice Chair will be elected.
12.9 If a Vice Chair resigns during their term, the Board shall co-opt another Director to fill the vacancy until the next Annual General Meeting at which meeting a Chair and Vice Chair will be elected.
Under the current regime, the Chair and Vice Chair are elected annually.
As the Chair is elected only shortly before the AGM this creates uncertainty and inhibits forward planning for the coming year. This means that the Chair can only feasibly take on projects that can be delivered within the term of office.
By creating certainty of office for the Vice Chair to ascend to Chair, it provides a partnership approach between Chair and Vice Chair, and preparatory work can take place for the coming year. It is increasingly important to have that strategic planning as the work of the CPA grows.
If a Vice Chair were to stand down during their term, then there would be an election for Chair for the forthcoming year at the same time as other Directors.
It should be understood that the Board considers that the change to article 12.2 will not affect the current Vice Chair, Rebecca Clutten, who although took post as Vice Chair at the last AGM, did not take that post as Chair-elect. An election for Chair will therefore take place in 2019 as usual.
The removal of the limitation on the number of persons a public sector organisation can nominate as Corporate Members.
21.6 Corporate Members
Any Public Sector Organisation, being a public or local authority (including any Central Government Department or agency), statutory agency (for example, the Environment Agency or Highways England), non-profit statutory undertaker or public trust shall have the right to nominate up to nine persons for admission as a Corporate Member of the Association PROVIDED THAT each such nominated person shall be:
Article 21.6 – remove the words “up to nine”.
The Board do not believe a limitation on the number of Corporate Members from a single organisation serves any purpose given an overall membership of circa 800. Instead it potentially limits the number of Members and subscriptions.
Restricting the number of Directors from a single organisation
New article 14.5 to be inserted as follows:
14.5 There shall be no more than five Directors from any single organisation at any time. (Organisation does not refer to profession).
There is no present concern with the make up of the Board and any single organisation having a strong voice within the Board. However the Board considers it appropriate to build this safeguard in for the future.