https://doi.org/10.36866/pn.103.6

Although The Society was established 140 years ago, in 1876, its primary constitution (which also included a Memorandum of Association until 2011) was formed in 1937 upon incorporation as a limited company. These articles have been regularly updated, most recently in 2011 as a result of the 2006 Companies Act. The Society has a responsibility to ensure that its governance not only accords with current legislation and best practice but is fit for purpose in facilitating the proper and smooth running of its operations.

Following the new strategic plan, an external review was commissioned in 2013 to report on The Society’s governance structure. Oversight of the review and the subsequent recommendations was delegated, by Council, to a Governance Review Steering Group comprising Phil Aaronson, Sue Deuchars, Lucy Donaldson, Blair Grubb, Lucia Silvilotti, Rachel Tribe and initially chaired by Jonathan Ashmore (President) and then succeeded by David Eisner (Deputy President) from July 2014. The external review was conducted by Anne Moynihan, a specialist charity governance consultant. Considerable assistance from Keith Lawrie, the Learned Societies’ Liaison Officer for The Foundation for Science and Technology, was also received in respect of constitutional changes.

The Steering Group has, to date, met five times and has drafted the changes which will be put to the voting members for approval at the 2016 AGM. The current and revised Articles can be found at http://www.physoc.org/AGM-notice2016. The rest of this article describes the more important changes.

Simplification of the Articles

The Society’s wider constitution comprises, in order of precedence, the Articles, the Domestic Rules and the Standing Orders. Changing the Articles requires approval by 75% of voting members. By modern standards, the Articles are overly long. The proposed changes reduce the length by half and transfer some of the information to Regulations, the appropriate place for secondary matters.

Empowering the AGM

In the past, voting members had the right to raise motions to be discussed at the Annual General Meeting. This has not occurred in recent years and it was felt important to restore it. From 2017, voting members will be invited to submit such motions.

Reduction in size of Council

Council is currently made up of 18 Trustees, all of whom are Society members. Two points were made in this context. (i) It was suggested
that a smaller Council might operate more efficiently. Indeed there were suggestions to reduce the size of Council to 12. A counterargument, however, is that the various Committees of Council (Meetings, Policy, etc.) which carry out much of The Society’s work draw much of their membership from Council. It was felt that a large reduction in size of Council would result in fewer Trustees being available to join these Committees. In the end, the compromise proposal is to reduce Council to 15 member Trustees. (ii) It has been argued that Council would benefit from adding some Trustees who are not members but bring other skills. For many years the Finance Committee has included one or two people who are not members of The Society but bring financial skills. By the same token, it might be useful for Council, itself, to include people with, for example, legal, financial or HR backgrounds. The number of such non-member Trustees is being limited to a maximum of two so that member Trustees remain in the majority.

Role of Affiliates

For many years, two elected Affiliate Representatives have been permanent invitees on Council. As the business of Council has evolved to more strategic discussions and there is a desire to reduce the size of the meetings, it is felt that this convention should discontinue. We value engagement with Affiliates at committee level and will also explore the establishment of formal Affiliate grouping that can help direct The Society’s strategy at this level.

Change of Executive Committee to Chairs Committee

The Executive Committee comprises the President, Deputy President, Honorary Treasurer and the chairs of the major committees. It was felt important to emphasise that this committee is not the body that takes decisions for The Society and that Council has ultimate responsibility and power. The Executive Committee will therefore be renamed as ‘Chairs Committee’ with oversight and coordination responsibilities. Another change is that the Chair of Membership and Grants Committee, who is not currently a member of the Executive Committee, will be a member of the Chairs Committee.

Adoption of revised articles

The revision will be presented at the 2016 AGM in Dublin. Approval of the new Articles will require the approval of 75% of the members voting.

More information about The Society’s governance structure, including the most recent committee organogram, can be found at www.physoc.org/governance