Royal Charter changes

Art Fund Royal Charter and Byelaws

Detail on proposed amendments

Overview

The proposed amended governing documents shared include the following:

Royal Charter

This is a short document which sets out, in modern language, the purposes and key powers of Art Fund, and certain provisions pertaining to its property and charitable status. It is amended to provide the Board with the ability to delegate to sub committees and the management team and sets out how conflicts of interest will be managed.

Byelaws

The amended byelaws contain additional detail which should not go into the Charter, but where it is likely that the Privy Council and members would expect to be consulted before those provisions are amended in the future. This includes matters pertaining to members’ rights, and information about the essential functioning of Art Fund.

Further detail on amendments to key areas are outlined below.

Charitable objects/purposes

Amendments are proposed to Art Fund’s Charitable Objects/purposes and Powers to make these clearer, more distinct from one another and easier to read.

The amended charitable purposes fit within the fifteen purposes for which a charity can legally be set up and run, which are set out in the Charities Act 2011 and use terminology acceptable to the Charities Commission. They are reproduced below for ease:

4 Purposes

Art Fund exists for the following charitable purposes, for public benefit:

4.1. To promote art and culture, including (without limitation) by:

a. securing (or assisting others to secure) works of art, and objects of national and historical importance, for presentation or loan to public art collections in the United Kingdom and elsewhere, for public exhibition on such terms as the Trustees consider appropriate; and

b. increasing public access to art and culture.

4.2. To advance education in art and culture; and

4.3. To support the effectiveness of museums and other organisations concerned with the purposes set out in clauses 4.1 and 4.2.

Trustees and board meetings

We are increasing the quorum for Board of Trustee meetings. Currently, only 3 trustees must be present at a Board meeting to make the proceedings of that meeting valid. The amended governing documents will increase the number of trustees needing to be present to one third.

We are changing the maximum number of trustees Art Fund can have to 20 (rather than 25 as it is currently). The minimum number of trustees Art Fund requires will remain 10.

A provision relating to disqualification and removal of trustees is added, currently we have no power to do so .

Board meetings can be fully virtual under the changes, not just hybrid.

Under the current governing documents, trustees have been appointed by rotation, meaning that at every AGM, the one-third of trustees who have been serving for the longest time since they were last re-elected must retire. They are then immediately eligible to stand again for reappointed. This is an outdated and burdensome process. Under the updated charter, our trustees will be appointed for a fixed length of time (two terms of 4 years).

Theoretically at the moment trustees are appointed by the members at AGM but we are moving to trustees having power to appoint.

Will my rights as a member change substantively?

No, except the additional rights outlined. There are a few amendments in the membership section more broadly, because some of this information was outdated and the previous version of the Charter and Byelaws is quite old and didn’t anticipate a membership of our current breadth and size. However, your role or benefits as a member won’t change and the way you use your Art Pass (whether National, Student, Life or other) won’t change, the way our General Meetings operate for in-person attendees won’t change (except that we won’t need to reappoint trustees by rotation) and the way we send notices for those who prefer to receive these by post won’t change.

Other specific changes include:

• Provisions have been added to allow for advance votes and remote (online) attendance and voting at meetings which is not permitted under the current governing documents.

• Notice required for general meetings is increased to 14 ‘clear’ days (meaning calendar days, from the current 7 days to give members greater notice.

• The power to delay or postpone AGMs has been added. This is a standard provision since the Covid-19 pandemic (page 10, byelaw 4).

• We are increasing the quorum for general meetings. Currently, only 10 members must be present at a general meeting to make the proceedings of that meeting valid. The amended governing documents will increase the number of members needing to be present to 30.

• We are giving ourselves options to use modern technology in addition to our current practices; for example, we will be able to hold board meetings and AGMs in a hybrid way if we choose to, so that those who cannot attend in-person can join and vote virtually.

• Provisions have been added allowing for electronic communication with members. Note, we only ‘allow’ for this, it is not mandatory; a member who has not provided an email address would always be contacted by post (page 18, byelaw 20).

• The number of members who can call a general meeting is increased to 250 (currently 50) and a new associated process is set out.

General amendments

Dissolution: The amended governing documents contain a new dissolution clause. Such a clause is standard in a governing document and includes a process to surrender the charity and wind-up the Fund if required. To trigger this clause, it requires a recommendation of the Trustees and a 75% vote by members in favour at a General Meeting.

Language has been modernised to reflect current terminology throughout the amended governing document: references to the Executive Committee and Council have been removed, instead using references board of trustees, noting broadly that they are charged with the management of Art Fund.

The use of Art Fund’s seal to execute documents has been simplified.