Chair of the Board of Trustees, Lynsey Smith writes –
On Tuesday 12th November all Stove members are invited to an Extraordinary General Meeting to discuss and vote on a single resolution – to update the Articles of Association (aka. the constitution) of The Stove, as recommended by the Board of Trustees.
So, why are we doing this? Back in September 2023, the board set up a working group to review the governance of the organisation including the Articles of Association.
The three key reasons behind taking a fresh look at how the organisation was working at board level was threefold:
- Awareness that certain relevant policies and legislation at national level had changed since we last reviewed our Articles of Association (2017) and we wanted to ensure our Articles were compliant with policies/legislation that could be relevant to The Stove.
- A desire for more joined-up working between the board of trustees and staff – particularly in the context of the evolving practice of The Stove and the need to diversify income sources (e.g. through earned income) to best utilise the skills offered by the board and facilitate greater speed of decision-making
- A desire to look at the working processes of the board more generally in the context of coming to the end of the first decade of The Stove’s existence.
The working group has carefully and thoroughly discussed issues and options for change, researched best practice examples and consulted with relevant organisations working in the field. Having agreed with the whole board that the changes we wished to make would require changes to the Articles of Association for The Stove we engaged the services of specialist charity lawyers Lindsays from Edinburgh. Lindsays have supported the board to best express the desired changes within best charitable practice and produced a new set of Articles of Association. The new Articles have now been assessed and passed by the Office of the Scottish Charity Regulator (OSCR) and formally adopted by The Stove Board of Trustees at their meeting of 2nd September 2024 to be recommended to the Stove membership as the Articles of Association for the Company at an extraordinary general meeting where members can vote on this recommendation.
The significant changes to the Articles of Association can be summarised as follows:
- Assertion of control of the company by the ‘community of benefit’. This has always been at the core of rules and working of The Stove and some slight changes are required by changes to Community Empowerment legislation to ensure we are fully compliant should we wish to use this legislation for example to initiate a Community Asset Transfer. Our area of community benefit is (and always has been) Dumfries and Galloway (D+G). The proposed change is to make it a rule of The Stove that a minimum of 75% of our membership is ordinarily resident in D+G. Currently 80% of our 637 members are resident in D+G.
- To add a fifth charitable object (NB ‘the Community’ refers to D+G):
- to promote the arts, including drama, dance, music, literature, poetry, painting, film making, photography and sculpture and other art forms and areas of artistic endeavour, and in particular (but without prejudice to the generality of that aim) with a view to the involvement of local communities within the Community;
- to collaborate and form partnerships with individuals or organisations to benefit the Community through the arts;
- to support community initiatives within the Community using the arts;
- to use the arts to promote the benefits of social welfare of the inhabitants of the Community, without regard to age, disability, gender reassignment, marriage and civil partnership, race, religion and belief, sex and sexual orientation; political, religious or other opinions; and
- to promote best practice and advance policy around creative community arts for the benefit of the Community.
This is to reflect the considerable work that The Stove is doing to advance the field of community arts practice at regional, national and international level and how this work benefits the region of D+G with new funding streams, commissions and career opportunities
- Change the term of tenure for Trustees. Currently there is no maximum term for people to serve as Trustees. The new Articles assert that Trustees can serve a maximum of two 4 year terms, should they wish to serve for a second 4 year term members would vote on this at the AGM. People could put themselves forward for election to the board of trustees having served two terms only following a full year after the conclusion of their second term.
- Provision for Executive Trustees to join the board. To support better joined up working between the board, the staff and members, the new Articles allow a limited number of Executive Trustees (staff members) to be board members. To get the best of both worlds (‘joined-up working’ and ‘community control’) very strict rules are in place to ensure all working processes of the board are, at all times, controlled by a majority of Non-Executive (voluntary) Trustees – for example the quorum for board meetings now includes the requirement for a majority of Non-Executive Trustees to be in attendance and conflict of interest processes are in place, meaning that staff can never be involved in decisions over their own employment etc.
- Clarification of process for members putting themselves forward to join the Board of Trustees. The new Articles make provision for members to suggest themselves as Trustees of The Stove at any time.
Having gone through a year of research, consideration and advice, The Board of Trustees unanimously recommends these changes to members of The Stove Network and we look forward to welcoming you to the General Meeting on 12th November. If you would like to attend, please RSVP by Friday 8th November so that we have an idea of numbers and can ensure we can accommodate everyone comfortably etc.
Best wishes
Lynsey Smith. Chair of the Board of Trustees