Reform and Governance

SANHS REFORM AND GOVERNANCE - ROLE OF THE ADVISORY COUNCIL

 1.                  Background

Members will be aware from recent meetings and statements made by the Chairman and officers at the AGM on 14 May 2011 that a review of the Society's governance has been under way for several months.   Out of a variety of discussions, workshops and meetings reviewing the 2006 Constitution and the 2002 Rules of the Society has come to a broad consensus in favour of:

1.1       Principles

-  keeping things simple, encouraging flexibility and removing layers of governance

-  adopting a structure which captures grassroots views and responds to members

-  finding a way to provide scrutiny and advice on future direction

-  building on our partnering relationship with the SCC (and other organisations)

-  recognising that we have limited resources with which to manage and operate the Society

1.2       Trustee Board

-  bringing Committee chairs on to the Board with full participatory rights but no vote

-  allocating functional responsibilities to individual Trustees

-  limiting the period for which a Trustee can hold office consecutively to 6 or 7 years

 

1.3       Committees

-  re-instating the Finance and General Purposes Committee where Chairs of Committees or their representatives, have vote

1.4       General Meetings

-  holding regular General Meetings with a 'fun' element to gain member feedback and discuss specific issues

1.5       Advisory Council

-  reaching a decision on the need for and role of the Council

1.6       Constitution and Charitable Objects

-  making minor changes (eg to cover heritage assets, etc) to the wording of our charitable objects

2.         Changes already made by the Board

At their meeting on 23 June the Board were able to approve and subsequently implement four of these measures which did not require a change to the Society's 2006 Constitution:

  (1)  Committee Chairs to attend all Board Meetings

  (2)  Trustees to have specific individual Functional Responsibilities

  (3)  The Finance and General Purposes Committee to be re-established, and

  (4)  A programme of General Meetings to be arranged, incorporating a noted speaker or an entertaining field trip.

3.         The Advisory Council

No firm recommendation has yet been made on "the need for and role of the Advisory Council" nor on the related issue of how "to provide scrutiny and advice on future direction."  This paper aims to provoke discussion at the Bath General Meeting on these two questions.  Any proposed changes to the 2006 Constitution relating to the Advisory Council which result from this discussion would need to be presented at next year's AGM for approval.

Under current arrangements the Advisory Council - comprising our President and Vice-Presidents, members of the Board, the Holding Trustees, Honorary officers of the Society, key SCC Heritage Service officers, and up to 10 co-opted SANHS members - advise the Trustees on matters of substance, priority and future direction.  The Council is chaired by the Chairman of the Society and the Agenda is normally set by the Trustees.  Meetings are held usually twice a year but have tended to be poorly attended and, although the Council has voting powers, its decisions and recommendations are not binding on the Board of Trustees.

Recent actions by the Board have led to some of the Advisory Council's business being conducted in other regular Society fora.  Firstly, the terms of reference for the freshly re-instated F&GP  include an oversight function with a requirement to report to the Board on performance and risk.  It may be thought that this fulfils one of the functions - scrutiny - required of an Advisory Council?  Secondly, regular meeting have been set up by the Society's Executive Officers with Somerset County Council Heritage officers to monitor areas of joint working and the conduct of the 'partnership' between SANHS and the SCC.  Thirdly, the introduction of regular General Meetings with a standing Agenda item of "Points from the floor", combined with the launch of the new SANHS website blog facility, facilitates interaction between the membership and the Board.

As stated earlier, none of the meetings over the past months have come to any conclusion on 'the need for and role of the Advisory Council'.  That said, there has been no support for continuing the Advisory Council in its present form.  While some progress has been made in adopting the principles set out at the beginning of this paper, the question on how to provide advice on future direction has not been addressed fully.  It is apparent that the Advisory Council has failed to meet this challenge in the past and the Society is currently without any strategic direction or set of priorities which can be used to determine priorities for resource allocation.  A small Working Group to draw up a strategic plan is being considered which would bring proposals to the November Board.

3.         Points for discussion

 The meeting is invited to consider, inter alia, the following questions:
 

·         How should strategic direction be provided?

·         Are the arrangements as now instituted sufficient to achieve independent oversight of the Society's activities?

·         Will the revised arrangements create an effective link between the membership and the Board?

·         Should the Advisory Council be abolished?