Getting it right as a Charity Company Secretary

1. Governance and Company
Secretary Forum
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2. Getting it right as a Charity
Company Secretary
London
6 November 2014
© Stone King LLP
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3. Today’s Plan
• Session one: Company Law Overview
• Session two: Articles of Association
• Session three: Role of the Company Secretary
• Session four: Companies House Filings – Practical Guide
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4. One - Company Law Overview
– Charitable companies are normally companies limited by
guarantee and do not allow distribution of profits to
Members
– Charities have Members and Trustees (who are normally
Directors)
– Charities are primarily governed by the Charities Act 2011
and the Companies Act 2006
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5. One – Members
• Similar to the role of Members in a share company
• No shares are issued
• Guarantee to pay a certain amount on a winding up (normally £1.00 or
£10.00)
• Membership not transferable
• No individual financial interests in the Charity
• Have control over the charity by passing resolutions
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6. One - Members
Members’ Rights
Approve major decisions such as:
• amending the articles of association
• changing the Charity name, except where delegated to director’s under
the articles
• removing a Trustee (by ordinary resolution and subject to certain
statutory procedures)
• may appoint Trustees if allowed under the Articles
• substantial property transactions
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7. One - Members
Members’ Rights cont.
The Members also have the general right to:
• vote at general meetings and pass written resolutions
• receive notice of general meetings
• receive a copy of the annual accounts
• requisition (force the Trustees to call) a general meeting
• circulate a written statement to Members
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8. Two – Members Resolutions
Members Special Resolution
at least 75% to pass
• Changing the name of the
Charity
• Adopting new Articles
• Direction to act or refrain
Members Ordinary Resolution
Over 50%
• Reappointment of the Auditors
• Noting the Accounts
• Remove a Trustee (subject to
statutory procedures)
NB: Members may approve accounts when laid before them at a General
Meeting but Trustees are ultimately responsible for their approval.
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9. One - Trustees
Trustees
• Terminology – Trustees are normally Directors of a charitable company
• Responsible for management and day to day running
• May delegate tasks subject to supervision (if articles allow)
• Exercise the powers of the Charity
• Comply with statutory duties
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10. One - Trustees
Trustees Decision Making
• In a meeting decisions are normally taken by a majority vote
• Decisions can also be taken by written resolution, the articles normally
require all of the Trustees to sign the resolution
• Decisions may be taken by other means as provided for in the articles
including by electronic means
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11. One - Typical Decisions
Members’ Decisions
• Amendment to the Articles of
Association
• Change of Charity name
• Removal of Trustees (subject to
some Companies Act
formalities)
Trustees’ Decisions
• Whether to enter into certain
contracts
• Whether to employ certain
persons
• Whether to make grants
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12. Two –Articles of Association
Memorandum or Articles?
• Changes under the 2006 Act
• Provisions of an existing memorandum (including the objects) are now
provisions of the Charity’s articles
• Charities are not required to amend their articles to reflect this change, but
they may do this if they wish.
• If they wish to amend their memorandum in the future they may do so by
amending their articles.
• If on amending articles, the provisions of the memorandum are not
incorporated, ensure they are attached to the back of the articles, otherwise
may be deemed to no longer apply
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13. Two – Articles
Important aspects of your Articles
Objects
– These are the Charity’s charitable purposes
– The Charity must not act outside of its objects
Powers
– The powers sets out how the Charity may achieve its objects and
should not ideally be included in the objects clause
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14. Two – Articles
Important aspects of your Articles
Members
– How members are appointed and removed
– Is there a requirement to hold an AGM each year, if so how much notice and how often
– Notice period for other meetings
– Quorum for Member’s meetings
– How a meeting may be requisitioned by the Members
– Who will be the chairman
– Notice period for proxy votes
– How may a poll be demanded
– Note that in relation to Member’s written resolutions, they will be deemed passed once have
requisite majority even if articles requires all Members to sign
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15. Two – Articles
Important aspects of your Articles
Trustees
– How Trustees are appointed and removed
– Minimum and maximum number of Trustees, and special offices
– Retirement by rotation
– Notice period for meetings and the power to requisition a meeting
– Quorum for Trustee’s meetings
– Who will be the chairman and does the chairman have a casting vote
– Can decisions be taken electronically and should they be taken unanimously
– Procedure where there are conflicts
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16. Three - Company Secretary’s Role
Role of the Company Secretary
• Do you need a Company Secretary?
• Who can be a Company Secretary?
• Duties of Company Secretary
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17. Three - Company Secretary’s Role
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Do you need a Company Secretary?
• No legal requirement to have a company secretary in law, unless your
articles require one
• If you do not officially appoint someone as company secretary at
Companies House then someone else nominated by the Trustees
needs to carry out the duties.
• Trustees are responsible to Companies House in the absence of a
formally appointed company secretary
• Under company law a natural person or corporate body may be a
company secretary

18. Three - Company Secretary’s Role
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Duties of Company Secretary
• The Companies Act does not set out the roles, duties or responsibilities
of a company secretary
• Generally a company secretary will be responsible for:
 Sending notices of Trustees’ and Members’ meetings
 Preparing the agenda for Trustees’ and Members’ meetings
 Ensuring that Trustees’ and Members’ meetings are carried out
properly
 Writing up the minutes (statutory requirement)
 Updating and maintaining company books
 Filing relevant forms at Companies House

19. Three - Company Secretary’s Role
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Responsibilities of Company Secretary
Be clear what is expected of you – will depend on internal
arrangements within your charity

20. Four – Forms
Companies House Forms
Purpose Form No.
Change of Accounting Reference Date AA01
Appointment of Director / Corporate Director AP01 / AP02
Appointment of Secretary / Corporate Secretary AP03 / AP04
Annual Return AR01
Change of Director’s Details /Corporate Director’s Details CH01 / CH02
Change of Secretary’s Details / Corporate Secretary’s Details CH03 / CH04
Termination of appointment of Director TM01
Termination of appointment of Secretary TM02
Forms can be downloaded from Companies House at the following link:
www.companieshouse.gov.uk/forms/formsOnline.shtml
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21. Four – Registers
COMPANY REGISTERS
• Requirement to keep company books at the registered office or Single
Alternative Inspection Location (SAIL) address.
• Company books include the following registers:
 register of members;
 register of directors;
 register of charges;
 register of directors’ residential addresses;
 register of secretaries, if appropriate; and
 other registers, if appropriate (including register of mortgages & register of
debentures).
• All registers are public, bar residential addresses
• Registers may be held electronically
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22. Four – WebFiling
WEBFILING
• Most CH filing can be completed online using their WebFiling system.
• You will need to register by following the instructions at the following link:
ewf.companieshouse.gov.uk/
• Simple 2-step registration process to apply for a Security Code (sent to you
by email) and Authentication Code (sent by post to the registered office
address)
• Authentication code = existing Company’s signature
• PROOF - PROtected Online Filing – prevents the filing of certain paper forms
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23. Alexandra Whittaker
Senior Associate Solicitor – Charity
Tel: 01225 326767
Email: aw@stoneking.co.uk
Caroline Leviss
Senior Associate Solicitor – Corporate and Commercial
Tel: 01225 326796
Email: crl@stoneking.co.uk
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