ARC Charity Incorporation – Proposed Constitution
Academic Registrars’ Council (ARC)
Charity Incorporation – Proposed Constitution
- At the ARC Council meeting in March 2022 the membership approved a proposal that ARC should be established as a Charitable Incorporated Organisation.
- A new constitution is now recommended to the membership by the ARC Executive
- The membership is invited to ratify the constitution proposed for the new charity.
- During 2021 the ARC Executive began a governance and constitutional review, with a view to incorporating ARC as a charity. This direction of travel was endorsed by the membership in March 2022 and the Executive engaged Dr Andrew West (former University Secretary at the University of Sheffield and former member of ARC) to support the review.
- The proposed constitution for the new Charitable Incorporated Organisation (CIO) can be found in Appendix 1. The text is based on a best practice template provided by the Charity Commission for England and Wales.
- The proposed text has benefited from input from Eversheds Sutherland, as ARC’s legal advisers.
- ARC Executive recommended to Council that they endorse incorporation as a CIO and delegate to the executive the final decisions on the detail of that incorporation. This was approved by over 2/3rd majority at a properly constituted Council meeting on 2nd September 2022.
- A draft constitution is now available for comment by any ARC member until 13th November 2022. Comments should be sent to firstname.lastname@example.org. The executive will respond to any comments received, sharing both question (anonymised) and response amongst the membership.
- Below we have laid out key aspects of the new constitution. For reference purposes the relevant clause/s in the proposed text can be found in square brackets after each point below:
- The charitable purpose (aka objects of the charity) is drawn from the Charity Commission’s model text for education-related charities, building on ARC’s existing statements of aims and objectives .
- The new charity will take over the assets and functions of ARC as it currently exists [4(a)].
- In its charitable form, ARC will retain an institutional membership arrangement, with a designated individual representing the relevant Higher Education Provider as currently [9.1(a) and 31].
- The new constitution includes scope for associate membership to ensure flexibility into the future [9.6].
- Formal meetings of the new charity will be conducted in line with the CIO constitution and there will be a need to designate sections of ARC meetings/agendas to make this clear – akin to existing practice .
- Charity trustees will be responsible for managing the affairs of the charity and Charity Commission best practice has been followed in proposing a small trustee body, with a combination of directly elected and co-opted trustees, to make for effective operation [12 and 13].
- Existing ARC officers will transition into the relevant inaugural trustee positions within the new charity and Ben Rogers will become the first Chair of the CIO [12.4].
- The charity trustees will establish an Executive Committee, constituting a forum for discussing the activities of the CIO and providing advice to the trustees on the operation of the charity. It is intended that membership of the Executive Committee will reflect existing arrangements, ie including all the Chairs of the ARC practitioner groups alongside the charity trustees .
- The Executive Committee will also fulfil the role of ‘nominations committee’ for ARC, such that the process of appointment to leadership positions in ARC (in future trustees of the new charity) will be akin to ARC’s existing arrangements .
- In due course a set of rules (or bye laws) may be developed to provide further operational detail in respect of matters referenced in the constitution, for example voting procedures. In line with the CIO constitution, any such rules will be approved by the trustees of the new charity .
- Any future changes to the new constitution will need to be approved by the membership and a 75% majority is required .
- In order to establish the CIO, a formal application will be made to the Charity Commission for England and Wales and we have confirmed this presents no difficulties for members of ARC based in other parts of the UK.
- The new charity will not come into existence until approved by the Charity Commission and the Commission may take some time to consider the application. The transitional arrangement, whereby existing ARC officers are to be trustees of the new charity, will ensure appropriate continuity when the new CIO becomes active.
- Operational support for the charity incorporation process will be provided by the AUA Office over the coming months, with continued support from Dr Andrew West as needs be. Progress reports will be provided to the membership.
- ARC will incur one-off costs associated with CIO incorporation and there will be ongoing annual costs related to Charity Commission reporting requirements. These can be accommodated within ARC’s established approach to budget/expenditure planning.
- A review of the new governance arrangements, once established, will be planned in due course.
You can download the draft constitution here: