This post is necessary as the only means available to me for initiating discussion among parents on the new constitution for the School in its new formation as a charity. A separate post will be produced for explaining why the process that the School committee has proposed in inadequate for meaningful discussion, but over here I am only focussing on the specifics of the proposed constitution.

I am doing this with the best intentions, and with the only purpose to create a constitution that will be appropriate for our School and will ensure long term stability and security.

It will be a long post, I am afraid, so get a cup of tea, get your copy of the constitution, deep breath and let’s dive in.

TL;DR

Issues of concern in the current constitution:

  • trustees can make profit from the School
  • trustees remain in position for 20 years with only 1 year break
  • trustees can choose new trustees as they please
  • only 2 trustees can make decisions for everyone
  • trustees can kick out parent members
  • people outside the school can be members and trustees
  • 16 year olds can become trustees
  • 5% of members can make decisions for everyone

These are alarming articles in the current consitution. Please read it with a critical mind. Think how best the School can be protected. People and priorities change, so we cannot assume best practices for ever. The constitution can change if we decide that it needs changing.

Introduction

The constitution that the School Committee has shared with the parents is written by taking a ready-made template from the Charity Commission and making changes to the parts of the template that changes are allowed. Therefore, I am dividing my comments into two categories:

  1. those that apply to the template text that is not meant to change and
  2. those that apply to the text that has been produced by the Committe while filling in the template.

The point of this division is to:

  1. Identify the problems introduced by choosing the framework of the Charity Commission for the School in category 1. To make changes there would require a proper review from the Charity Commission;
  2. Identify issues emerging from the text chosen by the Committee in category 2. To make changes there would only require a vote in the AGM.

After explaining these issues, I will also produce a list of bullet points outlining areas of concern that the proposed constitution does not cover.

The purpose of the constitution for a charity is to protect it from possible malevolent future actors. Please consider the following under the perspective of protecting the School for years to come.

Comments applicable to the fixed text

4. Powers; 5. Application of income and property; 6. Benefits and payments to charity trustees and connected persons

4 (4) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of that clause;

6 (2) (a) A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.

Problem: This needs clarification. All trustees are beneficiaries (they are all parents), so when a trustee receives the benefit by default, how can the rest of the trustees who receive the same benefit also by default, not benefit by it.

Alternative proposal: No alternative proposal.

(b) A charity trustee or connected person may enter into a contract for the supply of services and/or goods to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011. (c) A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate). (d) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

Problem: The above articles allow trustees or connected persons to make money from the charity. In relation to article (b): the idea of the charity is that people volunteer their time. If the time required is beyond what a member can offer, then the work needs to be spread across other members. Once a contractual agreement is in place, there is conflict of interest between the trustee making money and the parents paying fees to cover that payment. For articles (c) and (d), the problem is even worse since the trustee or connected person does not offer any of their time, but simply contributes capital and receives a return. This can lead to a highly problematic situation where trustees who have accumulating capital make profit from the parents’ fee contributions.

The words “reasonable” and “proper” are meaningless in this context as the rules of the market depend on many external parameters. Trustees making profit from the charity is problematic even if the profit is “reasonable” by some measure. The conflict of interest is obvious when these articles are in place.

Alternative proposal: Remove these articles, or re-write them to exclude trustees or connected persons to profit from the School.

9 (1) (a) Eligibility

Membership of the CIO is open to anyone who is interested in furthering its purposes, and who, by applying for membership, has indicated his, her or its agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause. A member may be an individual, a corporate body, or [an individual or corporate body representing] an organisation which is not incorporated.

Problem: This article allows people external to the School to become members and therefore have a vote on matters of the School. There is also no limit to the number of external members and therefore this can lead to a situation where the main beneficiaries (e.g. parents and children) will be a minority and their interest will not represented.

Alternative proposal: Make the membership of the School charity for parents only. Specifically reword these articles as:

Membership of the CIO is open exclusively to any parent of the School, who, by applying for membership, has indicated his or her agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.

The second paragraph should be removed as it would no longer be applicable.

9 (1) (b) Admission procedure

The charity trustees:

(iii) may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so;

(iv) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within [21 days] of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and

(v) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.

Problem: These articles give the authority to the small number of trustees to refuse a parent from becoming a member. This is problematic since the parent will not be able to contribute to the decision making process within the School which are likely to affect their child. The trustees should not be able to exclude parents from membership. All parents whose children attend the School, should be possible to be members. I would argue that they should, in fact, be required to be members.

Alternative proposal: Paragraphs (iii), (iv) and (v) to be removed.

4 Termination of membership

(a) (i): the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist;

Problem: Based on my previous proposal, membership for organisations is not applicable.

Alternative proposal: Only keep “the member dies”.

(a) (iv): the charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership, and pass a resolution to that effect

Problem: This article clearly states that the small number of trustees can remove a parent from the charity. This is highly problematic since parents will not have a voice on decisions made about their children. A situation where a parent is removed would likely result in the child of that parent to stop attending the School. Therefore this article potentially harms the main beneficiaries of the School.

Alternative proposal: Delete (iv) and instead add a new paragraph to say: “the child beneficiary whose parent is a member leaves the School.”

(b): Before the charity trustees […] if the member so chooses.

Problem: based on the previous comments section (b) would no longer be applicable.

Alternative proposal: delete section (b).

10 (3) Taking ordinary decisions by written resolution without a general meeting; 11 (2) Calling general meetings

10 (3) (e) (i): The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material; 11 (2) (e): A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.

Problem: The words “frivolous”, “vexatious” and “defamatory material” are not defined. If there are widely accepted legal definitions for these terms, they need to be included. If not, then the specific definition needs to be articulated. Not defining these terms in this article would allow the small number of trustees to block any vote on resolutions called by members using the excuse of “frivolous”, “vexatious” or “defamatory material” by using any definition they choose.

Alternative proposal: Either define these terms or remove (e) (i) altogether. Same applies to 11(2) (e).

11 (5) Quorum at general meetings

(c): If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.

Problem: This article allows the meetings called by members to be treated differently and much more strictly than other meetings. It is unfair to follow different criteria for quorum based on who called the meeting. The voice of members will be infrequently heard and calling a meeting would be the only way to put items in the agenda that otherwise would not be discussed. Treating these meetings differently means discriminating against parents who wish to raise valid, in their view, issues. It is unlikely that such meetings will be called frequently anyway.

Alternative proposal: Delete section (c).

12 (2) Eligibility for trusteeship

(b): No individual may be appointed as a charity trustee of the CIO: if he or she is under the age of 16 years; or

Problem: This article allows children (under 18) to become charity trustees. This is highly problematic for many reason but primarily because: a) a child does not have the required experience and maturity to make decisions about other children and b) it is unfair towards the child for the charity to ask the child to take responsibility for running the School. This is completely unacceptable.

Alternative proposal: Increase the age limit for a trustee to at least 18 years old.

13 (5) Appointment of charity trustees

The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in…

Problem: This article allows the trustees to appoint new trustees without consulting with the parents. These trustees will have decision-making powers over matter of the School without being elected by the parents.

Alternative proposal: Delete this segment so that the article reads as follows: “The members may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in…”

15 (1) Retirement and removal of trustees

Problem: There is no paragraph to specify that a trustee is removed if their child is no longer at the School and therefore they seize to be a parent member of the charity.

19 (3) (a) Procedures at trustee meetings

No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is two charity trustees, or the number nearest to one third of the total number ofcharity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.

Problem: This article allows the quorum of the trustees to be one third of the total or two trustees. This means that a decision can be taken by say the chair and the treasurer alone which is not a healthy position to adopt. The small number of trustees means that it should be possible for them to meet and decide properly after discussion and therefore reaching a significant quorum should not be a problem. Allowing such a small quorum encourages trustees not to turn up for meetings given that decisions are being made anyway and risks the decision making process being monopolised by one or two trustees.

Alternative proposal: Make the quorum at least more than half, i.e. for a 5 member board, at least 3 trustees present. This is still rather small but perhaps acceptable, although I would argue for a larger quorum.

28 (1) Amendment of constitution

(1) This constitution can only be amended: (a) by resolution agreed in writing by all members of the CIO; or (b) by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the CIO.

Problem: It is unclear why a different method of passing a resolution requires a different majority.

29 2 (a, b) Voluntary winding up or dissolution

(a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied. (b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.

Problem: These articles allow the trustees to control the remaining assets of the charity in the event that this is dissolved. We cannot know in advance the value of the charity assets or the reason for dissolution. It is possible that the charity will have significant assets in place. The then trustees must not be allowed to unfairly benefit from these.

Alternative proposal: Make the provision a requirement. So paragraph (a) will read: “Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, must contain a provision directing how any remaining assets of the CIO shall be applied.” Then delete paragraph (b).

Comments applicable to the Committee’s text

1. Name

The Committee has chosen the name “The Hellenic Centre of Wales” as the formal name of the charity. “The Greek School of Wales” is an additional name for the charity.

Problem: Using the name “The Hellenic Centre of Wales” points to a much broader range of activities. This means that the School will become only one of the many activities of the charity and therefore this introduces a risk of the School taking second stage to other activities in the future. This is a charity for the School and the School should be the main name of the charity.

Alternative proposal: Only keep “The Greek School of Wales” as the name of the charity.

4. Powers; 5. Application of income and property; 6. Benefits and payments to charity trustees and connected persons

4 (4) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of that clause;

5 (2) [None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO or connected person. This does not prevent a member or connected person who is not also a charity trustee:

(e) receiving interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate);

Problem: The above articles allow parents to lend money to the charity. This is problematic for two reaosns: a) it encourages confilct of interest because it gives the opportunity for parents to make money from the charity and b) it risks community conflicts as the rest of the parents paying fees will inevitably contribute to the profit made by the parent lending money.

Alternative proposal: Remove 5 (2) (e) as it is optional anyway.

9 (2) Transfer of membership

Membership of the CIO cannot be transferred to anyone else [except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until the CIO has received written notification of the transfer].

Problem: This article allows a corporate member to pass on their membership to someone else. This would not be applicable since, based on my previous proposals, only parents can be members of the charity.

Alternative proposal: Remove the optional text in square brackets.

11 (5) Quorum at general meetings

(b): Subject to the following provisions, the quorum for general meetings shall be the greater of [5]% or [three] members. An organisation represented by a person present at the meeting in accordance with sub-clause (7) of this clause, is counted as being present in person.

Problem: This article allows normal decision making to be taking place by the 5% of members or three members only. This is a tiny proportion of the membership and it is unreasonable to think that any decision by that proportion will be representative of the parents. The presence of the trustees alone will typically reach quorum for the meeting which again defies the point of the general meeting as the ultimate decision making body of the charity.

Alternative proposal: Set to the largest of he following two options: at least 30% of the membership or at least 15 members (i.e. max 7 trustees and at least 8 parent members).

12 (2) Eligibility for trusteeship

(d): At least one of the trustees of the CIO must be 18 years of age or over. If there is no trustee aged at least 18 years, the remaining trustees may only act to call a meeting of the charity trustees, or appoint a new charity trustee.

Problem: This would no longer be applicable following the increase of the age limit for trustees to 18.

Alternative proposal: Remove section (d).

A new section is required here to ensure that only members can become trustees, i.e. trustees can only be parents of the School. Trustees may also be allowed at an advisory capacity but without having voting rights.

12 (3) Number of trustees

(a) There must be at least [three] charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

Problem: Having only three trustees is a problem as they all will have to occupy the basic committee positions of chair, secretary, treasurer, etc. Therefore any decision making within the committee can be done with few people and there is high risk for bad practice patterns to evolve without anyone realising.

Alternative proposal: Increase the number of trustees to five (5). Five trustees is a healthier number as it allows redundancy of duties. The monitoring of activity can then be done by trustee members withough core roles which is more effective and more transparent.

16 Reappointment of charity trustees

Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for reappointment. [A charity trustee who has served for [ten] consecutive terms may not be reappointed for an [eleventh] consecutive term but may be reappointed after an interval of at least [one year].]

Problem: The selected lengths of term and interval are completely unreasonable. If they are kept as proposed, it will mean that the same trustees will be allowed to run the charity for 20 consecutive years with only a break of one year. Below I outline some of the reasons why this is a bad idea:

  • Idea stagnation: Trustees having such long tenures will lead to stagnation of ideas. Regularly replacing trustees brings new viewpoints, and approaches to the charity and the School. This diversity can inspire innovation and help the charity adapt to the inevitable changing circumstances.
  • Group-think: Long-tenured trustees might become too comfortable with existing practices, leading to complacency or resistance to change. This will be particularly problematic as the older trustees will be more experienced and adopt an entitlement position of their opinions being always right. A rotating board reduces the risk of group-think, fostering more critical and creative decision-making.
  • Lack of accountability: A small number of long-tenured trustees increases the risk of lack of accountability. Regular turnover of trustees ensures that no individual or small group becomes overly dominant. This helps maintain balanced decision-making and enhances the overall governance of the organization.
  • Lack of community engagement: Long-tenured trustees means that other members of the community are excluded from trustee roles. Trustees who know their roles are time-limited often work harder and stay more engaged during their tenure because they know it is for a fixed period of time. Regular turnover of trustees means that a wider proportion of the community gets the benefit of the experience of being a trustee.
  • Trustee burnout: Serving as a trustee/committee member is very demanding. Regular turnover ensures that individuals do not become overburdened. It is unreasonable to expect that anyone will stay for 10 consecutive years as a trustee.

The argument in support of such long tenures is that the trustees will have to be voted at the AGM, each year, so, in theory, the members can vote out trustees in favour of other trustees. The reality, however, judging from my experience over the past 10 years of involvement with the School, is very different. Each year it has been very difficult to bing new parents to the committee. If existing trustees are constantly candidates for the following year, it is almost certain that members will be reluctant to put themselves forward and the same trustees are inevitably re-elected. Therefore although this argument in theory is valid, in practice, it is almost irrelevant.

Alternative proposal: Make the maximum term for a trustee 3 years and the minimum interval 5 years. This means that a parent who wishes to be a trustee can do so even twice during their child attending the School.

Areas not covered by the current constitution

The following areas are not discussed in the current version of the constitution:

  • Fee structure and limits on what the charity can charge as fees
  • Relationships with other charities and the conditions under which the charity can receive money
  • Constraints in the expenditure (monthly limit of spending) and donations to other charities
  • Framework of relations with other schools
  • Framework for inheriting the savings of the School in its previous incarnation (I remind to people that there has not been an AGM to dissolve the old School structure according to the old constitution)

and possibly many more that as a community we have not had the opportunity to think about.

The Greek Leek