Advice UK
RULES
February 2005
1.
Membership of the Charity
1.1
There will be 5 classes of membership:
Full
Provisional
Applicant
Registrant
Associate
1.2
(inoperative)
(inoperative)
The rights attaching to these classes will be as follows:
Full member
Entry in the register of Members. Full voting rights. Access to all services.
Provisional member
Entry in the register of Members. No voting rights. Access to some member services and
all non-member services.
Applicant member
Entry in the register of Applicant members. No voting rights. Access to some member
services and all non-member services.
Registrant
Entry in the register of Registered organisations. No voting rights. Access to nonmember services only.
Associate
Entry in the register of Associate members. No voting rights. Access to Associate and
non-member services.
1.3
Eligibility for each class will be as follows:
Full member
Organisations only that have demonstrated compliance with membership criteria (see 1.4
below), been approved by the Directors and been entered in the register of members.
Provisional member
Organisations only that have demonstrated compliance with membership criteria but
have yet to be approved by the Directors for entry into the register of members.
Applicant member
Organisations only that have applied in the required form but have not yet demonstrated
compliance with membership criteria.
Registrant
Organisations only that would be suitable applicants for membership and have registered
as potential beneficiaries of capacity-building support.
Associate
Organisations and individuals.
1.4
Criteria for Full Membership
These will be as determined from time to time by the Board of Trustees / Directors. The
current criteria require that applicant organisations must:

Be providing advice and/or information as a significant part of their work

Be providing advice that is free, independent and confidential

Be accountable to the community they serve with an appropriate constitution

Have professional indemnity insurance cover

Have a complaints procedure

Be pursuing an equal opportunities policy
2.
Composition of the Board of Trustees / Directors
2.1
The Board will consist of no more than 20 Trustee / Directors (who in the Memorandum
and Articles and in this document are referred to as Directors).
2.2
Directors will be appointed in two ways - some will be elected by Member organisations
and others will be co-opted by the Board or appointed by the Charity in General Meeting.
Both categories will have the same full powers and duties of Director.
2.3
There will be up to 12 places on the Board for Directors elected by Members as follows:
9
1
1
1
Directors for the regions of England
Director for Scotland
Director for Wales
Director for Northern Ireland
2.4
Vacancies among the 12 places for Directors elected by Members may be filled by cooption (see 3.2.2 below).
2.5
There will be up to 8 places on the Board for people co-opted as Independent Directors.
Anyone so appointed must not be an employee or a trustee/committee member/director
of a Member organisation.
3.
Appointment of Directors (Articles Clauses 27 and 28)
3.1
Directors elected by members
3.1.1 For the purpose of electing Directors there will be 12 constituencies coterminous with the
current EU regional boundaries for the UK.
3.1.2 In each calendar year the Board will determine which existing member-elected Directors
are to retire by rotation (Articles - Clause 25) and will produce a list of the constituencies
affected. They will add to the list any constituency from where there is no co-opted
Director appointed under 3.2.2 below and any other(s) where there is to be a vacancy
due to an elected Director giving notice of their resignation or a co-opted Director being
required by the Board to stand down. The Board will also produce an election timetable.
This information will be notified to every full member and an election declared in each of
the listed constituencies.
3.1.3 In those constituencies where an election has been declared, every full member will be
invited to nominate a person to serve as a Director and will be given at least 42 days to
make a nomination.
3.1.4 Following the close of nominations every full member in constituencies where an election
is being held will be notified of all nominations. In any constituency where there is only
one nomination the nominee will be deemed elected and the members in that
constituency so informed. In any constituency where there is more than one nomination,
every full member will be issued with a ballot paper and be given at least 14 clear days
to cast their vote.
3.1.5 Following the close of polling the Directors will inform all members of the results of all the
elections within 35 days.
3.1.6 Retiring Directors standing for re-election who are not re-elected will cease to be
Directors at the date on which the result of the election is notified to nominees. Newly
elected nominees will become Directors at the date on which they sign the register of
Directors.
3.1.7 Directors elected by Members in the above way will retire in rotation in accordance with
clauses 25 and 26 of the Articles and will be eligible for re-election.
3.2
Directors co-opted by the Board or appointed by the Charity in General Meeting
3.2.1 a)
b)
The Board will maintain an assessment of the skills, knowledge, experience and
perspectives required by the Directors in aggregate in order to best ensure effective
governance of the charity. They will also maintain an assessment of the degree to
which the requirement is currently met.
In considering the co-option of any person to act as a Director the Board will have
regard to how they would compliment or improve the balance and range of skills,
knowledge, experience and perspectives currently present on the Board.
3.2.2 Directors co-opted by the Board to fill casual vacancies:
a)
If at any time there are fewer than 12 member-elected Directors the Board may fill
the vacancy or vacancies by co-opting as a Director any representative of a member
organisation who is willing to stand.
b)
Directors co-opted in this way will serve for no longer than three years but must
retire earlier if the other Directors so decide in order to either declare an election in a
constituency or to create a vacancy for an alternative co-opted Director. They will
not be taken into account when determining those Directors to retire in rotation.
They will be eligible for further periods of co-option by the Board should a vacancy
or vacancies among the 12 elected places still exist following elections.
3.2.3 Independent Directors:
a)
At any time the Board may co-opt any eligible person (see 2.5 above) who is willing
to serve as an Independent Director.
b)
Directors co-opted in this way will not be taken into account when determining those
Directors to retire in rotation. They will normally serve a first term of three years but
must retire earlier if the other Directors so decide in order to provide for effective
rotation of Independent Directors. If required to retire for this reason they must be
recommended for re-appointment at the AGM.
3.2.4 Directors appointed by the Charity in General Meeting:
a)
At any time the Charity in General Meeting may appoint or re-appoint any person
who is willing to act to be a Director (Articles Clause 30) so long as that person is
either recommended by the Board or is appointed in accordance with Clauses 31
and 32 of the Articles. Directors appointed or re-appointed in this way will retire in
rotation in accordance with Clauses 25 and 26 of the Articles and, if willing to act for
a further term and subject to the approval of the other Directors, will be eligible for
re-appointment.