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Secretaries guidance (full version)

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Who is the Society Secretary?

Every Industrial and Provident Society must, by law, have a Secretary, so a supporters’ trust must have one.

The Society Secretary is an essential part of the Trust team and acts as the organisation’s guardian. The Secretary has the important role of monitoring the trust’s affairs and ensuring that matters are dealt with in accordance with the Rules, legislation, SD policies, good practice and to the benefit of the Members.

Note that legally, no-one under the age of 18 may be an officer of the Society (S20 IPSA 1965) and that includes the Secretary.

In the SD Model Rules, rule 30 sets out the functions to be performed by the Secretary.

The title of the Secretary should be Society Secretary and not Company Secretary, which can cause confusion because supporters trusts are not companies; they are governed by IPS Acts 1965-2002 and not the Companies Acts, although in many respects, a Secretary of a society and a company perform very similar roles within each of their respective organizations.

Responsibilities of a Secretary

The Secretary is there to give impartial advice, follow best practice and good governance and to act in the best interests of the Society. The Secretary receives the trust communications and is responsible to the Society Board, and between Board meetings, to the Chair.

The Secretary protects the members’ interests and ensures that the constitution is followed properly and that the trust is functioning properly. The Secretary should be the most familiar with the constitution to enable advice to be given to the Board and any issues about interpreting the constitution should always be resolved after hearing the advice of the Secretary first.

The Secretary should be the primary contact for Members and external organisations on behalf of the trust, although many trusts also appoint a Board Member to be the Press Relations officer. The Chair of the trust could also be the primary contact if preferred. Ultimately, what works for each trust might be different.

If the Secretary is of the opinion that the trust is not acting in the best interests of the members then they must remedy the situation. Obviously this can sometimes put the Secretary in a very difficult situation. The Secretary is able to use trust funds to get professional advice and can also write to all members voicing concerns if their opinion is that bad decisions are about to be made, have been made or that the rules are not being followed correctly. Obviously, the last of these is a drastic step, and this should be treated as a last resort after attempts to resolve the matter within the Board have failed.

Cobbetts Solicitors provide a free legal helpline to deal with legal queries and problems, the Secretary should be the trust representative to approach Cobbetts when necessary.

Under the law governing Industrial and Provident Societies, the members are the most important people. The Trust belongs to them, so the Secretary’s responsibility is to them, not the Board. The Board act in the name of the members, but where the Secretary feels that the Board is acting less in the interests of the trust than of members’, then they have to act.

If the Secretary writes to the members, members then have two choices outlined by the Secretary in the communication to Members. Members can ignore the advice, or they can take the action they are entitled to under the Constitution, such as calling a meeting to stop the board, or holding the board to account. As the members are the most important, if they choose not to worry about the issue, or take no action, then the law views that the Secretary has discharged their responsibility and can not be held accountable for what follows.

Appointing a Secretary

Trusts have often appointed someone who either works as a company secretary or who is retired from that job, as that person has the co-ordination and organisational skills needed. Others have appointed those with more of a legal background. Although the Secretary attends Board meetings, and is appointed by the Board, they have a slightly different position. As they may be called upon to remind the Board when they’re making an error, or in some cases, countermand the Board and communicate with members, it’s better if they don’t have a vote at Board meetings, so they aren’t compromised in any way. As their role is one of giving advice, the essential skills needed mean that it is SD recommended practice that the Secretary is appointed by the Board rather than elected by members.

Whilst The FSA do not have to be informed if the Secretary changes, it is recommended best practice to notify both the FSA and Supporters Direct of a change of name. If this change has any effect on the registered address for communications (See Core Responsibilities below) then the FSA will definitely need to know.

If the Board thinks one of them can do the job, then they can appoint them, but we advise trusts to let members know that there is a vacancy, and see if anyone in membership could do the job. Trusts should circulate a brief job specification so people can see what the role entails and whether they have the skills to do it job descriptions. The Board can then look at the applications they receive and decide.

The actual appointment is by means of a resolution approved by a majority of Board members voting at the meeting. To remove a Secretary, a resolution must be passed by the majority of the Board.


Being a Secretary

The Society Secretary has many statutory duties and it is good practice to develop a calendar of events to ensure that the responsibilities are discharged. Duties can be broken down into;

1. Ongoing 2. Annual 3. Occasional


Ongoing


Record keeping - Records should be kept of:

• Meetings, agendas and minutes. Board meetings and general meetings (See section 5.)

• Filing, submitting and registering documents at the FSA and SD including partial rule amendments, annual returns, SD Membership survey (See sections 5.2 and 5.3)

• Policy documents agreed by the trust such as the Election Rules and Board Membership policy as approved first by a general meeting of the trust (see Section 5.)

• Registers – Board members, Members Register and share Register as required by the IPS Acts and available for inspection

• Action plans and business plans prepared on behalf of the trust

• Calendar of trust events

• Calendar of secretaries’ event dates e.g. Date of AGM and relevant dates for procedural steps


Each trust should have a ring-binder or box file which has all the relevant documents needed by the Secretary. These will include:

• The rules of the trust (and any registered amendments)

• Forms sent to the FSA (keep copies for file purposes)

• Annual Accounts from the previous three years (the most recent to be on display within the registered office)

• Register of Board Members and their interests

• Minutes of meetings and agendas

• Register of Members and Share Register (these can differ when members do not renew their membership as the share in the trust reverts back to the trust and can be re-issued to a new member)

• Copies of all correspondence sent on behalf of the trust

• Any other important relevant document such as the result of searches of the Land Registry and Companies House

• Updating register of board members’ interests


Annual


The AGM (and other meetings)


• What’s involved in the AGM Secretaries guidance - appendix 1 - trust AGM excluding election of board Directors

• How do I call the AGM or a meeting

• What has to be in the notice?

• How do we ensure members have the chance to submit motions?

• We’ve received two motions both on the same issue. What do we do?

• How do we do proxy votes?


Elections


• How do we do elections

• How do we solicit nominations

• How do we handle the elections?

• How do we do the ballot paper?

• How do we deal with complaints?


The Annual Return and Accounts


• How do we do the annual return?

• What if we don’t do it?

• What if we don’t have accounts?

• What if we can’t find an auditor?


Occasional


Rule changes and the FSA (see section 5.3)

Enquiries from members to inspect documents (see Section 5)

Dealing with member requested meetings as well as those called by the trust

Board including open forums and events

Trust suggestion box

Watching postings on message boards for any trust related content (positive or negative)


Managing meetings


• Board meetings – Manage the whole process. Prepare the Agenda and check with the Trust Chair and Board Members for items, and ensure that any additional documents are circulated before hand. Check the venue, accessibility, availability, confidentiality, disturbance potential, noise levels. Standing orders for Board Meeting procedures may help with condensing meetings to a reasonable length of time Appendix 7 - Secretaries Guidance - Standing order for meetings of the board

• General meetings – Manage the whole process. Consult the Board members on the Agenda items. Consult the membership for motions to the AGM Appendix 2 - Secretaries Guidance - template AGM notice. Check accessibility and note SD Model Rules Rule 39. For meetings generally, note SD Model Rules 32. to 55. Prepare all documentation including voting cards issued to Members

• Elections – Manage the whole process in consultation with the Election Working Committee. Prepare the nomination for election form Appendix 2 - Secretaries Guidance - template AGM notice check and collate candidate’s addresses (manifestoes), prepare ballot papers and/or voting cards (or show of hands)

• Good practice would be to make the meetings lively, interesting and of a reasonable time length. Open forums, suggestion boxes and perhaps fundraising activities may lighten the meeting.


Delegation of Duties


Being a Secretary, as with other positions of the Board, is time consuming and at times can be onerous. The Secretary does not have to undertake all of the tasks personally and can delegate duties such as membership to a specific Membership Secretary or membership team, or production of a newsletter to a publicity team who keep members informed. The Secretary can also have an associate secretary to help deal with issues and attend meetings. If the Secretary does delegate and/or have an associate secretary they are still ultimately responsible for all the Secretary’s responsibilities by law and under the Rules. The secretary must ensure that anyone undertaking delegated duties completes them correctly and within the boundaries of the constitution (do not act Ultra Vires – ie. outside of the powers of the Society Board).

So, if a trust did delegate production of the newsletter to another group, they can produce it but the Secretary should have sight of the final draft to check it is OK. With membership, it is impossible for the Secretary to oversee all the work of a membership secretary, but they should have an agreed system in place by which memberships are processed, and regularly check that the system is being followed.

The Secretary is responsible for compliance and is therefore liable to prosecution under the IPS Acts if all reasonable steps have not been taken to comply with legislation and the Society’s Rules and any breaches remedied as quickly as possible.


Core Corporate Governance Responsibilities and Best Practices

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Membership Communications

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Financial Matters

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Constitutional

Image:Secretariesnew1.JPG Image:Secretariesnew2.JPG


Additional Duties

• Development and training of Trust Board Members

• Trust representation at SD regional meetings, national conference and SD AGM

• Be aware of, review and monitor changes in law, FSA requirements and updates, SD policies and good governance procedures

• The Secretary must maintain a statement of other property such as members loans or loan stock and these must be kept at the registered office

• Maintain a register of particulars of all mortgages, charges and liens on the assets of a Trust (including any land holdings) must be notified to the FSA within 21 days along with a certified copy of the document creating the charge

Links

FSA IPS Pages

For a shortcut, go to the FSA homepage, [1] Click in the white box, “small firms” and then click on mutual societies which takes you to; [2] Click on “industrial & provident societies” which takes you to; [3] Where all the necessary forms will be found to download, complete, then print off for signature (and where necessary, statutory declaration sworn).

Supporters Direct Assistance

Constitutional matters, email: [jacqui.forster@supporters-direct.org]

Cobbetts Solicitors

Legal helpline for supporters trusts in membership of Supporters Direct: 0845 165 5500. See [4] for more details

Co-operatives UK

[5] Host networking events for IPS Secretaries in membership of Co-operatives UK

Appendices

Secretaries guidance - appendix 1 - trust AGM excluding election of board Directors

Appendix 2 - Secretaries Guidance - template AGM notice

Appendix 3 - Secretaries guidance - Model AGM agenda

Appendix 5 - Secretaries Guidance - Model Proxy Form

Appendix 4 - Secretaries Guidance - Model motion

Appendix 6 - Secretaries Guidance - Model Board Agenda

Appendix 7 - Secretaries Guidance - Standing order for meetings of the board