Changing founding documents

Fersiwn Cymraeg cliciwch yma

Much has changed in the fourteen years since our existing articles were adopted – in terms of the legislative framework (principally the Companies Act 2006 and the Charities Act 2011) but also in terms of how Citizens Advice work. In 2002 Citizens Advice provided initial advice over the phone to local people with face-to-face appointments at our centres where needed. It was understood that clients would ask for advice from a wider area and in particular, that as Bangor is the principal commercial centre for South Anglesey, clients would be drawn from this area in particular.

That is why the area of benefit was defined as Gwynedd & De Ynys Môn and the name changed from “Canolfannau Cynghori Gwynedd Citizens Advice Bureaux” to “Cyngor ar Bopeth Gwynedd & De Ynys Môn Citizens Advice Bureau”. We also received a regular financial contribution from Anglesey County Council at that time.

However, over the years, we have been able to help more and more people by pooling calls across England & Wales. In 2015-16, we helped 2,519 clients who lived in Gwynedd and 256 living on Ynys Môn – but the total number of clients we helped was 7,618. Conversely, 1,512 clients living in Gwynedd were helped by other members of the Citizens Advice Network. We have received Welsh Government funding for this initiative, which enabled us to employ two gateway assessors. That is why we are helping more people elsewhere in Wales than Gwynedd residents are being helped by other Bureaux.

Next year we hope to join with other Bureaux in North Wales to provide the Consumer Helpline service across England & Wales, including answering Welsh Language calls.

In the circumstances, it is no longer sensible for our “Charitable Object” to limit our activities to benefitting the community in Gwynedd and De Ynys Môn. Our charitable object should instead be to work “in particular, but without limitation, for the benefit of the community in Gwynedd and surrounding areas.”

This general change was recommended nationally in 2008 and requires consent of the Charity Commission. This consent has been requested and received.

It is also proposed that we change the name from “Cyngor ar Bopeth Gwynedd & De Ynys Môn Citizens Advice Bureau” to “Cyngor ar Bopeth Gwynedd Citizens Advice” to clarify the current reality and to avoid confusion with our neighbours on Ynys Môn with whom we work closely. In line with national changes in branding, we are also proposing that we drop “Bureaux” from the end of the title. The change in name will also need the Charity Commission’s consent but does not need to be secured in advance – they simply need confirmation that the new name will not cause confusion with the name of another existing charity.

There are further technical changes which Citizens Advice has made to the model articles of association as set out here. Clause 6.14 of the current Membership Agreement requires Citizens Advice approval to amend governing documents:

6.14 The Member agrees that if it incorporates, changes legal form, or sets up a new body it will use Citizens Advice model governing documents and use a standard name format ( annexe 2). Other bureaux should adopt the model if the opportunity arises. The Bureau must seek Citizens Advice approval for changes to the model documents.

Although there is no similar provision in the proposed new Membership Agreement, if it is agreed it will not be active until April 2017 and therefore we need to proceed on the basis that consent will be required.

There are two provisions in which we previously departed from the model documents:

  • Social Audit (included in our 2002 Articles)
  • Bar on former employees being members of the charity of members of the Trustee Board for a period of two years following their departure from the service (introduced at the AGM in 2004)

I have raised these issues with our Relationship Manager and she advises as follows:

The current Citizens Advice Impact resources, very much help demonstrate the impact of services and all members are encouraged to use the impact tools. While I fully see the benefit of a social audit I am just not clear why it might be expressly included in your M&A and what the advantage of having a clause of this nature might be. Because the Social Audit clause is not included in the model M&A Citizens Advice will need to approve the requirement under the current Membership Agreement.

Effective Trustee recruitment and selection processes should be followed, together with compliance with the model governing documents in terms of election of trustees. The original clause seems unduly prescriptive.

Some staff and volunteers are urging the Trustees to embrace staff and volunteer representatives as full members of the Board and/or admitted as members of the Charity (i.e. able to vote on appointments to the Trustee Board). I have sought advice on this as well and the response was as follows:

Having paid and unpaid staff as members of local Citizens Advice is not currently supported by Citizens Advice, I believe on the basis that it is not the most effective way to engage with volunteers, managing potential conflicts of interest limits the ability of the Trustee Board to provide strategic leadership and a risk of perceived compromise of governance structure that may have an adverse effect in a competitive environment.

If you intend to include volunteers as members then specific approval, under the current membership agreement, is required. The Charity Commission provide useful guidance on managing conflicts of interest in particular the risk of conflicts of duty and loyalty, even the perception of a conflict can be damaging to a Charity.

Citizens Advice recognises the valuable contribution volunteers make and does support volunteer engagement with organisation leadership. This is often through Volunteer Representative participating at the Trustee Board, with a clear role and terms of reference, though not in a voting / director capacity. As an alternative, holding Volunteer Forum meetings with Trustees or a nominated Trustee, to feed into the cycle of Trustee Board meetings, again with clear terms of reference. This can be helpful in circumstances when volunteers are spread across a number of service delivery points and there is challenge for any single volunteer representative to be able to fairly represent the views of all of the volunteers, without the role becoming too time consuming.

The Trustee Board is therefore recommending that the following revised Articles of Association are adopted at the AGM:

Revised draft Articles of Association

Changes from the Citizens Advice Model document

Further information

Existing Memorandum and Articles of Association for CAB Gwynedd

Model Articles of Association prepared by Citizens Advice

Explanation of changes to model articles