Information page for MEMBERS
(12th June)
Results from the EGM 7th June
Dear Members,
Thank you for your patience, interest, and active support of the Gardens Trust in its efforts to modernise and improve the workings of the Governing Board of Trustees. A particular thank you goes to those who managed to take part in any of the Member consultations and the EGM on 7th June 2024.
After more than 12 months of work, support from experts, discussions and consultations with all Members and other stakeholders, the results of the votes show a very clear majority of ordinary Members and Founder Members in favour of the Resolutions.
It is clear that Members support the refresh and the boost that the new structures and new Trustees will give to the efficient governance of the Gardens.
Please see the figures from the formal vote further below.
But…
While the decision of the Membership and most of the Trustees is clear, the Trust has received an objection from a Trustee who wishes to evoke a veto power (i.e. the ‘golden vote’ which the 6 Founder Members were given in 2008).
The person objects to the loss of ‘Founder member protections and director representation’ which are part of the new Articles (the new Articles allow for one Member, one vote – as per good practice under current charity law).
The objector provides no reasons why overturning your votes would be in the best interests of the Trust.
Under the existing (2008) Articles however, the Trust is obliged to consider this request.
What happens next?
It means that the implementation of the decisions voted in by majority on 7th June 2024 will have to be delayed while the veto request is considered.
This may also delay the publication of accounts, thus also delaying funding applications, the AGM, the recruitment of new Trustees (who are waiting in the wings) and the setting up of the Stakeholder Group.
We apologise for this and will inform you of the actions and outcomes of this issue as soon as we can.
If you have any further queries please contact us via cbhallgardens@gmail.com
Signed on behalf of the Trustees 12th June
The results of the EGM vote (includes proxy votes)
Resolution 1: To accept the updating of the Articles to comply with current charity law
- 65 for
- 4 against
- 2 abstained
Resolution 2: To set up a new Stakeholder Group
- 73 for
- 0 against
Resolution 3: To accept current trustees; Ted Richards, Helen Johnson and Marj Bridle to act as ‘caretaker ‘ Trustees until the AGM
- 68 for
- 0 against
- 1 vote withheld (by proxy)
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here below is the information pre EGM
An Extraordinary General Meeting (EGM) of Members of Castle Bromwich Hall and Gardens Trust is to be held at the Gardens on Friday 7th June at 5.30pm
This is to accept the proposals for changes to the legal Articles which have been recommended by the recent external review.
What’s it about
Regular reviews and revisions of charity governance structures are both good practice and part of legally required due diligence.
In 2023 a long overdue review was commissioned from Hilary Barnard, a national expert in charity and heritage charity governance. He reviewed both our written governance documents and took into account the need for a better functioning Board. The review suggested amendments to comply with recent legal changes and the needs of modern charities in fundraising, dealing with VAT and other business trading issues.
Having now consulted fully and extensively with the Charities Commission, experts in the field, members and founder members, it is proposed to accept all the recommended changes to the Articles.
These changes bring the Trust in line with current law, democratising and modernising the structure, allowing it to move forward with confidence, hopefully be more attractive to funders and to new, skilled, Trustees who can guide the Trust into the future.
All these changes are in the best interest of the Trust.
In a nutshell
See attached for full list of recommendations (link below)
- The Articles will now be based on the recommended Model Articles published by the Charity Commission.
- There are no changes to who can be a Member of the Company/Charity.
- The original Memorandum and Charitable Objects from 1985 (when the Trust started) remain the same.
- How Trustees are appointed, their length of service and rotation is brought into line with current charity practice, making all Trustees equal to each other.
- A new Stakeholder Group will be set up to ensure we keep in touch with, and listen to, all external interested parties.
How it works
This meeting is only about the change in the Articles.
There will be a chance to discuss the future of the Gardens and what we do – but that will be after the formal part of the meeting.
Members (who are all members of the Charity and the Company Ltd by Guarantee) each have one vote.
If you are unable to make the meeting, you are able to make a ‘proxy vote’ on the form attached
There are three resolutions:
- To accept the new updated Articles
- To set up a new Stakeholder Group
- To accept current trustees; Ted Richards, Helen Johnson and Marj Bridle to act as ‘caretaker Trustees’ until the AGM.
Next steps.
If passed, the new Articles come into play straight away (the Annual General Meeting in July would therefore be with the new procedures).
The new Stakeholder Group (see terms of reference and dates attached) would be convened.
Caretaker Trustees will continue to support the Trust and make transitional arrangements until the AGM.
Attachments
Here are all the necessary papers for the EGM. Click on the links below to see them online
(you can print them out if desired, paper copies will be available on the day)
- New Articles 27-5-24 formatted for ease of reading
- Memorandum and articles 2008 (current)
- CBHGT Stakeholder Group Terms of Reference May 2024
- Castle Bromwich governance report August 2023 FINAL post consultation
- Summary of recommendations from the 2023 Review
Forms to lodge your vote via proxy
- Form of Proxy 2024 pdf
- Castle Bromwich Gardens Trust EGM proxy form 2024 Word
- Link to Online Proxy Form (to be used INSTEAD of printed form , if desired)
Thank you for your continued support of the Gardens Trust, we look forward to seeing you at the meeting and working alongside you for the best future for the Trust,
Yours sincerely
Trustees of the Governance Working Group