When the Canal Society converted from being a members’ club to a limited company in 1977, it adopted a Memorandum and a set of Articles of Association which have remained unchanged since that time. Revisions to company law and to the way in which the Society governs its affairs has led to a review being undertaken of the Society’s constitution by the Governance working group comprising Celia Griffiths, David Wall, Martin Leech, Debbie Broughall and Philip Riley. The working group has now prepared a new draft set of Articles (see below).
The Articles document includes a redefinition of the Objects of the Society, which reflect better our current activities and focus and, in order to obtain Charity Commission approval, must comply with certain CC guidelines. The proposed revised Objects are set out below.
This news article has been posted to give members the opportunity to review the proposed Articles and Objects. To assist with this a Q&A is provided below. If members have any questions or comments, please contact Martin Leech by clicking here.
Draft Society Revised Charitable Objects
The Directors of the Society have approved the following revised Objects and are published here for review by the membership. These are subject to the approval of the Charity Commission:
The Charity’s objects are restricted specifically, in each case only for the public benefit to:
- advance the heritage of the counties of Surrey and Hampshire by the protection, maintenance, restoration and improvement of the Canal as a navigable waterway to enable it to contribute to the industrial heritage of those counties and the wider region;
- advance the education of the public on the role of the canal system in general and of the Canal in particular on the promotion of social and economic development and as a historically important heritage and environmentally diverse asset;
- promote for the benefit of the inhabitants of communities in the area surrounding the Canal and of the public at large recreation or other leisure time occupations through the provision of access to the Canal and its environs to improve the condition of life of those inhabitants; and
- promote for the benefit of the inhabitants of communities in the area surrounding the Canal social inclusion by providing opportunities for volunteering and community engagement in activities that further the above objects.
Revised Articles of Association
The proposed draft of the revised Articles (dated January 2022) can be found here.
For reference purposes, the Memorandum and Articles currently in force (registered in 1977) can be found here.
Questions and Answers
Articles of Association – What are they?
Every charity must have a constitution or governing document that states the charity’s purposes and rules for conducting its affairs. It is a legal document and includes matters such as how it carries out its purposes (its “powers”), and holding meetings, appointing directors, membership rules and finances. If the charity is also a charitable company (which the Society is), the constitution is defined in the Articles of Association document. The Articles must be submitted with a special resolution to a members Annual General Meeting where a three-quarters majority is required to approve them before they are registered at Companies House.
Charitable Objects – What are they?
The Objects of a Charity define its aims and purposes, the reasons why the Charity exists. The Objects are contained in the governing document or Articles. Charitable Objects have to be approved by the Charity Commission, and must fall within one or more strictly defined categories of charitable purposes. They must also be wholly for the public benefit.
Why we have decided to change the Society’s Objects and Articles now?
The Society’s Articles of Association (and accompanying Memorandum that identifies the founders) were registered in early 1977, and have not changed since. The directors of the Society have agreed that they should be updated to reflect present day practices and current company law. They have also agreed that the Society’s Objects should be modified to more closely reflect our current activities and focus.
In addition, it has also been decided to change the Society’s formal name to “The Basingstoke Canal Society” (for many years our working name), and of course that name will need to appear in the Articles.
Upon what have we based our updated Articles?
On the advice of our lawyer, our Articles document is based upon a tried and tested template produced by Practical Law, a reputable organisation that provides guidance and other resources for the legal profession. It is approximately 30 pages long, and we have adopted more than 95 percent of the standard text.
How are the Society’s Objects changing?
The Society was originally set up to restore and promote the Basingstoke Canal and other canals, and so that at the time preserving heritage was its primary aim. (The current Objects are set out below). Heritage aspects remain an important focus, for example through work party projects and maintenance and boat operations. However the Society has over recent years confined its interest to the Basingstoke Canal but also broadened it to include the Canal as an educational, health and well-being asset, and providing an opportunity for volunteering and community involvement. We have decided to amend our Objects accordingly and have submitted them for approval by the Charity Commission.
What are the other principle changes introduced in the proposed new Articles?
With the adoption of the Practical Law template, the current Articles text will be completely replaced. Many of the provisions within the new text are broadly similar to those currently in force. However, apart from the Objects, there are some other amendments in the new version which the directors have agreed to adopt, as follows:
– The longest serving one third of the Society directors, rather than all of them, will resign and an election for the vacancies held at each Annual General Meeting (this is common practice in many other organisations). The upper age limit for directors has also been dropped;
– Extended, wide-ranging powers to implement our Objects;
– More flexibility to define our own membership classes, benefits and rules;
– More rigorous requirements regarding reimbursements of directors, and their entering into contracts to provide services to the Society;
– Reduction of the minimum notice for a general meeting from 20 to 14 days (common with many other organisations);
– Provision for tele- and videoconferencing at meetings.
Though not significantly changed in the new version, there is a capability to add and amend rules (provided these do not conflict with the Articles) which will in due course be exercised by the directors and the resulting more detailed provisions brought before the membership for approval. The areas that may be covered include: membership rules, financial controls, conflicts of interest and chairman length of term.
How will our new Objects and Articles be put into effect?
Once the Charity Commission have gone through the approval process for our proposed amended Objects and a couple of other updates, the directors will present the new Articles to a members’ general meeting, along with a special resolution proposing that they be adopted. This will occur at the May 2022 AGM. The members present will be asked to approve the document, and it shall be deemed to be approved if 75% majority vote in favour. If the Charity Commission approval does not happen before the meeting, then the membership motion will be subject to that taking place subsequently. Following all approvals, the Articles will be lodged with Companies House after which they will come into force.
Another special resolution will be presented at the AGM to propose the Society name change and will be voted on separately.
The current Society Charitable Objects (dated 1977)
TO ADVOCATE IN THE NATIONAL INTEREST THE USE, MAINTENANCE AND DEVELOPMENT OF THE INLAND WATERWAYS OF THE BRITISH ISLES AND, IN PARTICULAR, OF THE BASINGSTOKE CANAL,TO ADVOCATE AND PROMOTE THE RESTORATION TO GOOD ORDER AND CONDITION AND THE MAINTENANCE IN GOOD ORDER AND CONDITION OF THE BASINGSTOKE CANAL AND EVERY OTHER WATERWAY AND TO PROMOTE THE FURTHER USE OF EVERY SUCH WATERWAY BY BOTH COMMERCIAL AND PLEASURE TRAFFIC.