The next Annual General Meeting (AGM) of the Forest School Association (FSA) will be held on Saturday 22nd May 2021, via an online Zoom meeting between 11:00 and 12:00.
The decision to hold the AGM online has been taken because of continuing uncertainty over what will be the COVID restrictions on that date. In addition, this approach has the potential to help us reach many more members and the environmental, cost, and time-saving benefits of reducing travel are obvious.
Any FSA member is welcome to attend the meeting but please note that Trainee Members are not eligible to vote in the election. We should be grateful if you could help us plan for numbers by registering your intention to attend as soon as possible through this link …
Places are limited to 500.
The primary purpose of the AGM is to elect new directors in line with our constitution and charity commission guidelines. It is also an opportunity for directors to report on activities conducted in the past year and on future plans. The annual directors’ statement and accounts will be made available to members ahead of time and members are encouraged to ask any questions that they may have about these. Members who are unable to attend the meeting in person can ask questions for directors’ consideration by emailing …
[email protected] with the subject heading. ‘Question for directors, AGM 2021’
Members have the right to appoint a proxy under section 324 of the Companies Act 2006 and article 22. If you wish to appoint a proxy please email …
[email protected] with the subject heading ‘Appointment of proxy at AGM 2021’ stating your full name and address and the name and address of your proxy.
Election of New Directors
Introduction
According to our constitution, one third of our directors must stand down each year. If no directors wish to step down voluntarily then these should be the longest serving directors.
“one-third of the directors or, if their number is not three or a multiple of three, the number nearest to one-third, must retire from office.”
There are a total of 12 places on the board. At time of writing we have 10 directors:
Louise Ambrose
Lewis Ames
Sara Collins, (Deputy Chair)
Jon Cree, (Treasurer)
Sarah Lawfull
Matt Harding
Lily Horseman, (Chair)
Geoff Mason, (Company Secretary)
Jo Phillips
Froo Signore
Therefore, 3 directors must stand down at the end of the AGM. As the longest-serving directors (since standing for election) Sarah Lawfull, Geoff Mason and Froo Signore have volunteered to re-stand for election.
Therefore, there are likely to be at least 5 places available on the board by the AGM (existing directors formally stand down at the end of the AGM).
According to our constitution directors are elected by ordinary resolution (a vote). This may happen at the AGM but we always hold an electronic vote to ensure that the maximum number of eligible members can participate. The result is then announced at the AGM.
Director recruitment and selection
The FSA became a charity in 2014. According to the charity commission ‘charities have a responsibility to ensure that prospective trustees understand the responsibilities they are taking on and can be relied on to carry them out responsibly. They must be adequately vetted’.
So, while our constitution says that the membership must vote on the appointment of new directors, if the FSA wishes to have charitable status then it must be able to demonstrate effective vetting of new directors. Therefore, prospective candidates must have the full confidence of the current board (who have legal responsibility for the good running of the organisation) before they will be put forward to stand for election.
To gain board confidence and approval to stand in the election candidates must submit to the following:
- Application form expressing interest in taking on the role and a declaration from the prospective trustee that they are not disqualified from acting as a charity trustee.
- A search against the Individual Insolvency Register.
- A search against the register of disqualified directors.
- A search against the register of all persons who have been removed as a charity trustee either by the commission or by an Order of the High Court since 1 January 1993.
- Providing satisfactory references
- Interview via Skype with existing Trustees
Company accounts and a position statement will be made available to candidates prior to interview to ensure that they have an understanding of the charity’s position and are in a position to ask questions. However, current trustees must be satisfied that prospective trustees understand the responsibilities they are taking on and can be relied on to carry them out responsibly. Feedback will be given to prospective trustees after the interviews.
New stage in the process for candidates this year
In September 2020 the FSA board agreed to introduce a probation period of one year prior to candidates committing to going forward for election to the Board. This will be a ‘get to know each other year’. Candidates who pass the initial due diligence checks (stages 1-6) will be co-opted to the board and serve as advisors for this period. They will have full speaking and attendance rights and will act as a member of the board with the privileges and responsibilities that pertain to a member of the board. However, as they will not be full board members (registered at Companies House) or trustees (registered with the Charities Commission) they will not have the legal liability that full board member/trustee status entails. Therefore, they will not have board voting rights. This probation period will allow candidates to learn how the FSA board works and ensure a good fit before they commit to a longer period. There will be a number of review points during the year. Co-opted advisors will be required to sign a confidentiality agreement with the FSA.
We invite members to consider whether or not they may wish to put themselves forward to stand as a director/trustee.
Candidates should submit electronic application forms before 30th April 2021 so that we have time to undertake the necessary checks and arrange interviews before the AGM.
Application form: FSA-director-application-form-2021
Duties of a director – Companies House
Duties of a trustee – Charities Commission
Details of the voting process to follow but it is expected to be similar to last year. Voting will start on 4th May 2021 and end on 21st May.
