Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015. Membership charities - leadership v. democracy? If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.

1. Organised by: Lead Partner:
Media Partner:
Sponsors:PM6: MEMBERSHIP CHARITIES:
LEADERSHIP V. DEMOCRACY?
2 NOVEMBER 2015
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2. LEADERSHIP V DEMOCRACY
• What is a membership charity?
A charity with a membership that goes wider than the board.
Two types of members – with our without constitutional voting rights.

3. 3
LEADERSHIP V DEMOCRACY
Autocracy Foundation
model a.k.a.
“oligarchy”
Association
model a.k.a.
“membership”
model

4. model a) model b)
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FOUNDATION MODELS
Trustees
Charity
Members
The same
people
Charity
Trustees
Member
(may not,
but could,
be a trustee)
LEADERSHIP V DEMOCRACY

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ASSOCIATION MODEL
Trustees
Charity
Members
Associate
Members/
Supporters

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• Unincorporated association
• CIO – Charitable Incorporated Organisation
• CLG – Company limited by guarantee
• Royal Charter Body
• Industrial & Provident Society
In all types of structures members may have greater or fewer rights
and responsibilities.
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ASSOCIATION MODEL - STRUCTURES

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• Language of “membership” can be confusing
• Affiliation/identification/participation – supporters, friends, alumni,
donors, volunteers
• Representative/democratic rights to: vote
appoint/remove trustees
attend general meetings
call meetings and put resolutions
• Sometimes different classes of members
- honorary, life etc.
- eligibility criteria (must be chartered architect to be full RIBA member)
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WHAT’S IN A NAME?

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• Organisational – external
• Organisational – part of family (but note that branches may be part
of same structure)
• Individuals – Amnesty, FOE, RSPCA
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TYPES OF MEMBERS

9. LEADERSHIP V DEMOCRACY
Constitutional/voting membership brings:
• A representative/democratic element to governance & a
campaigning platform for membership
• Greater likelihood of transparency & accountability?
• Greater potential to understand beneficiaries/grass roots
• A pool for recruitment of potential trustees
• Possible income generation from membership fees
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LEADERSHIP V DEMOCRACY

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• Risks of large membership → dissatisfaction leading to escalation
→ Charity Commission
• Focus on democracy at expense of mission (a diversion away from
purpose)
• Administrative costs
• Do supporters want rights? Lassitude can leave control to the
few/infiltrators
• Greater risk of factional disputes
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IS IT POSSIBLE TO DISPENSE WITH THE BAD & KEEP THE
GOOD?

11. LEADERSHIP V DEMOCRACY
• CLG/unincorporated association – is there a duty on members to
act in the best interests of the charity?
• CIO – constitutional duty
• Conflicts of interest (members as trustees)
- if elected by a constituency (e.g. a region) must still act in the
charity’s interest
- trustees must exercise independent judgement
(personal interests should not override)
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DUTIES OF MEMBERS

12. LEADERSHIP V DEMOCRACY
• Policies and codes of conduct
• Grievance procedure/mediation
• Professional code issues
• Suspension/expulsion
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DEALING WITH DIFFICULTIES

13. LEADERSHIP V DEMOCRACY
• Duty to act in the interests of the charity = duty to avoid conflict
of interest
• Disclose interest
• Manage interest
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CONFLICTS OF INTEREST POLICY

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• Moving from federated structure to one national body or,
conversely, empowering local organisations
• Move from all-elected board to hybrid (part elected, part co-
opted)
• Candidates for election to be approved by nominations
committee
• Converting voting members into non-voting “supporters”
• Clarifying circumstances in which members can be removed
• Use of dual structure – one membership, and one not
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CAN YOU CHANGE YOUR STRUCTURE?

15. LEADERSHIP V DEMOCRACY
Issues to consider, whether or not the organisation is democratic:
• Cultural issues:
– building trust between trustees and members
– professional bodies (separating governance from conduct
issues)
– encouraging participation to enable representation (and board
diversity)
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• Structural issues:
– ensuring members & trustees understand their role
– keeping your constitutional mechanisms up to date
- quorum at 10% or 100%
- procedures for appointing members
- proxy votes & mandating)
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• Administrative issues
– Keeping list of members up to date
– Charity Commission power to determine who the members are
– Clear procedures which are adhered to, to avoid abuse (e.g.
notices for AGMs)
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18. Lawrence Simanowitz
Partner
Charity & Social Enterprise Department
Bates Wells Braithwaite
l.simanowitz@bwbllp.com
020 7551 7796
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19. • 62 years old and well established charity
• Company limited by guarantee
• Federated structure of 201 branches – all independent charities
• Huge and passionate volunteer powered organisation (21,400)
• Volunteer led
• Central charity of 100 staff
LEADERSHIP V DEMOCRACY
SAMARITANS - A CASE STUDY

20. • Moved from a Board of 235 in 2005/6 to Board of 15 trustees
• Created Council of Samaritans (235 volunteers)
• 13 regions, spanning UK and RoI
• Council has the right to remove the Board
• Chair of Board is Chair of Council
• All other trustees are not members of Council
LEADERSHIP V DEMOCRACY
SAMARITANS GOVERNANCE

21. • 2009-2015 strategy designed to help organisation explore its
potential
• Previous five years had been very challenging
• 5 CEOs; new governance arrangements; loss of focus; founders
death
• The strategy gave us a platform to move forward and realise our
potential
• Real leadership v democracy tensions
LEADERSHIP V DEMOCRACY
SAMARITANS JOURNEY 2009-2015

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We used the 2009-2015 strategy to;
• establish strong leadership from within the organisation
• listen to the ‘members’, even when we had differing ideas and
views and then demonstrated we had heard
• developed a bank of evidence to back up future plans
• celebrated our success collectively
• openly discussed the challenges
• made decisions and were accountable for them
WHAT DID WE DO?

23. • Strategic objectives were aspirational
• To achieve these we need to work more coherently and pull in the
same direction
• Tested ways of working against best practice and found wanting (in
our culture, governance, finance, processes and structures)
• Risks of not changing
LEADERSHIP V DEMOCRACY
WHY WE NEEDED TO CHANGE OUR WAYS OF WORKING TO
MEET CALLER NEEDS

24. • Living by shared values
• Common direction based on shared priorities
• Clear decision making
• Joined up fundraising plans
• Systems to measure, monitor and improve the service
• Adhering to federation policy and positions
LEADERSHIP V DEMOCRACY
EXAMPLES OF CRITICAL SUCCESS FACTORS FOR A
FEDERATION

25. • Swifter decision making
• Support volunteers and branches better
• Raise more funds to invest more in the service
• Clarify roles and responsibilities – volunteers/staff
• Slicker processes
• Common direction based on shared priorities and values
• Innovation
LEADERSHIP V DEMOCRACY
EXAMPLES OF WHERE WE NEEDED TO IMPROVE

26. • One organisation – two ways of belonging
• Streamlining governance and clarifying roles and responsibilities
• Adjusting financial model and building revenue development plan
• Focusing on innovation and improving the service
• Working together as one organisation
LEADERSHIP V DEMOCRACY
KEY COMPONENTS OF THE CHANGE

27. • Common currency – meeting the needs of the caller
• Linking all changes to the caller
• Answering the ‘so what’ and ‘why’ questions again and again and again
• Continuous communication and engagement – massive effort in both
time and resources
LEADERSHIP V DEMOCRACY
THE HEARTS & MINDS CHALLENGE

28. Samaritans Vision: to reduce suicide through
• Improving quality and consistency of service
• Improving access to our services
• Stronger external influence and connections
• Improved collection and use of evidence
LEADERSHIP V DEMOCRACY
THE 2015-21 STRATEGY IN A NUTSHELL

29. • Leaders, ultimately accountable for the charity
• Working closely with CEO and senior team to bring clarity and
credibility to the leadership
• To establish the ‘one organisation plan’ – set strategic direction
• Focus on big picture and the services/mission
• Ensure realistic financial plans in place
• Clarity about what you are not going to be doing and why!
LEADERSHIP V DEMOCRACY
THE ROLE OF TRUSTEES

30. • Set a plan for winning hearts and minds (cultural competencies &
differences)
• Communicate clearly about the future in right language
• Be prepared to change course, modify thinking
• Gather others around you who can support your endeavours
• Be transparent and honest as people genuinely appreciate this
approach albeit it may not feel it at the time!
LEADERSHIP V DEMOCRACY
THE ROLE OF TRUSTEES

31. • Change is a long haul and requires determination and clarity of
end destination is key
• Importance of openness, belief and inspiration
• ‘Can do’ people
• The service/mission has to be the driver(foundations/point of
reference)
• Work with organisation’s culture...don’t fight it
• Silos are a disaster
• Don’t get bogged down in the weeds
LEADERSHIP V DEMOCRACY
LESSONS FOR ME

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LAWRIE’S OBSERVATIONS

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Q&A