We are pleased to inform members that IfA has been invited to proceed to the next stage in the process of applying for a Royal Charter of Incorporation by submitting a formal Petition to the Privy Council.
In order for us to submit this application, Council will be taking a formal resolution to the 2013 AGM in October asking members to vote on the proposed Petition and revised proposed charter and by-laws. These will be prepared by our legal advisors and released on the website following the August Council meeting for members to read and consider.
Background
In accordance with IfA’s strategic plan, in 2010 members were consulted about the desirability of the Institute seeking a Royal Charter of Incorporation. Several articles in The Archaeologist have kept members abreast of progress.
Following positive indications from members in 2010 and 2011, and the motions passed at AGM by members to mandate Council to develop new constitutional documents, Council, its staff and legal team worked hard to prepare documents in the form of a draft Charter, by?laws and regulations. These were released for consultation in September 2012.
Preceding the 2012 AGM we held a consultation workshop informing members of the proposed changes to the governance structure and the reasons and benefits behind pursuing an application for charter. At this workshop we received a further mandate from the membership to submit an informal Petition to the Privy Council Advisors following final amendments to the draft documents following the consultation.
This informal application was submitted in February 2013 and we have now received an invitation to proceed to the next stage and submit a formal Petition for the grant of a Royal Charter from Her Majesty The Queen.
The draft charter, by-laws and documents will be fairly familiar to members as they are slightly amended versions of those consulted on last September, taking into account comments from this consultation and following further consideration by Council and the legal team.
The resolution to submit the formal Petition will require the support of 75% of the members who vote. The motion will be conditional: if it is carried the Institute will continue under its present constitution until and unless the Privy Council approves the application.
What is a Royal Charter of Incorporation?
A Royal Charter is a constitutional document formally incorporating a group of individuals (the members) into an organisation (the Institute), setting out the objects and responsibilities of the organisation, the rights of members and arrangements by which the body will be managed. It is akin to the Memorandum and Articles that the Institute presently has as a company limited by guarantee – indeed much of the text is virtually identical. The differences are:
• that the Charter is granted by the monarch as head of state, as a seal of approval on the organisation, and the members may not alter the Charter without the approval of the monarch (in effect the Privy Council Office)
• that the organisation may be granted the right to confer Chartered status on some of its members
A Royal Charter indicates
• state endorsement of the organisation
• permanence and stability
• recognition of pre?eminence in its field
• a legitimate and beneficial purpose for the public good
• a quasi?public body with Royal (state) oversight
Chartering the Institute would not only convey prestige upon the organisation and on the profession it represents, but also on its members. It would give them a stronger mark of professionalism, and that heightened esteem would bring influence and recognition in their dealings with others. It is this state recognition of a profession – especially if the individual is Chartered – that encourages the commissioning of work from members of the Chartered body.
What are the key changes in the proposed new governance arrangements?
The governing body with legal responsibility for the management of the organisation, presently Council, would be reduced in size from a maximum of 24 to 12 and retitled the Board of Directors. It would meet six times a year (to ensure compliance the by?law sets out a minimum of four meetings) rather than the present four (the Articles at present only require two meetings). Eight members would be elected from the membership, two would be special appointments quite possibly from outside the membership (eg directors with legal and financial expertise), and up to two would be members of staff of the Institute. At present Institute employees act as Sir Humphrey?style advisors rather than as formal directors, which is not considered transparent. The Board would be responsible for the operational management of the Institute and would maintain and when necessary update the regulations required by the by?laws. The exceptions to this would be that it could not substantively alter the Code of conduct without the approval of the Institute in General Meeting, and it could not alter its own terms of reference in the Board of Directors regulations without consulting the Advisory Council.
A new Advisory Council would be set up with c 40 members. Twenty would be elected by the members, and up to another 20 would be appointed by Groups. The Advisory Council would guide the Board on policy and strategy, give strong and clear advice on potentially contentious issues like the setting of recommended minimum salaries, advise on specialist and area issues through a more formal connection with Groups and Group committees. It would also act in the interests of the members as a safeguard on the Board, calling the Board to account and holding the power to call an EGM at which, in extremis, members of the Board could be dismissed by the membership. It would additionally act as the body which oversees formal appeals against decisions of the Board (against decisions of the Validation committee, Registered Organisations committee or Professional Conduct (formally Disciplinary) panels).
This model of constitution is now widespread in professional institutes and is likely to become the norm before long. It reflects the model commended by PARN, the Professional Associations Research Network, following detailed analysis of professional association governance in the UK and beyond. The model envisages expert staff managing the institute day to day, guided by an accountable, partially elected board of directors. Guiding the Board is a wider, representative Council, which is responsible for establishing and conveying the views of the membership as a whole. It is attractive for IfA as in recent years decisions have taken a long time, with double handling by the Executive committee and Council. Even more importantly Council members, mindful of their fiduciary duties as directors, have not had the time and space to consider and give detailed advice to staff on important policy matters – a potentially serious deficiency in these difficult times.
