We are pleased to announce that our long overdue governance reform is proceeding well and has now been finalised.
Yesterday 30th November, fourteen clear days’ notice was given to the existing members of an Emergency General Meeting, which will take place on Sunday 16th December. This notice included the required resolutions to implement the governance reforms. This process takes place in line with the requirements of the current Constitution.
Overview of changes
The final documents are available below, and while we have made every effort to provide an overview of key changes here, given that the new arrangement was created from the ground up, care should be taken to review the documents as well.
Closed to open membership
The most fundamental change is that we are moving from a closed, single tier organisation, to an open, membership led, multi-tier organisation. While the legal form of the charity itself is not changing (it is and will remain a Scottish Charitable Incorporated Organisation), this is a fundamental shift in control from a group of four, to a group of limitless size. Anyone meeting the criteria (essentially any adult who agrees with the objectives of the charity) can become a member.
The current selection process for the board is that each member is appointed by the other members.
The new process is that an Appointments Committee, whose membership is in the majority elected from the Pride Forum, will make skills based trustee board appointments.
In the current model, there is no representative structure at all.
In the new model, there is a defined, elected Pride Forum of representatives from across our community, to provide direction and hold the organisation accountable.
Currently all activity is carried out by the SCIO. This means that the SCIO carries unlimited risk associated with each festival.
In the new structure, a trading subsidiary is established to handle each festival. This results in clear governance – with separate management of each organisation – reduced risk and clarity over corporation tax liability.
Controls, checks and balances
The current model has virtually no structure in terms of checks and balances on the Board. There are no financial controls or procedures, and virtually no policies in place.
In the new model:
- A comprehensive set of financial controls are in place
- The term length of any trustee is limited rather than unlimited
- The membership are ultimately in control of the organisation, through directions to the board and/or removal of trustees.
- Independent audit of accounts is now mandatory.
- Remuneration of a trustee for any role, in any Pride organisation, is expressly prohibited, unlike the previous situation where trustees were paid on an unclear basis for festival roles.
- Procedures are formalised in a number of areas including:
- Appointments/electionsWhistleblowingSocial media
- Equality and diversity
Below are the finalised documents that are expected to be resolved at the EGM.
Consultation and response
The attached document outlines the consultation undertaken, the points raised and how these have been addressed.
While a great deal of work has already been done, more remains. The outline of the plan remains similar to the Action Plan previously published:
- A board skills gap analysis is underway to inform the recruitment of new trustees
- Applications for membership will open online this weekend
- Pride Forum nominations will open online this weekend
- Sunday 16th December: our first open Annual General Meeting will take place
- Shortly after this, open trustee recruitment will begin with promotion through the normal third sector channels and through our own media properties. Applications received will be collated for attention of the Appointments Committee.
- The wholly owned trading subsidiary will be incorporated and its volunteer event management team recruited from the existing volunteer pool, and an open recruitment process.
- Around 20th December: the new Pride Forum will meet for the first time, and amongst other duties will select the Appointments Committee who will then meet for the first time and begin reviewing applications.
- New trustee appointments are at the discretion of the Appointments Committee, but are anticipated to be made around 15th January.
Frequently asked questions
We have collated answers to some of the more frequently asked questions throughout this process, and will add to this resource as more questions are asked.
|Who are the current trustees?||Chris Lang, David Sinclair, and Billy McNamara|
|Have OSCR consented to the governance reform?||OSCR do not give or withhold consent to such changes. OSCR will be informed of the changes within three months of being passed, which is a legal requirement.|
|What is OSCR’s position towards the charity?||The trustees have reported all notifiable events to OSCR as required. We have also been in communication with the regulator several times over the last few months. While OSCR are fully aware of the charity’s situation, OSCR have provided no specific advice nor imposed any requirements on the organisation at this time.|
|What is the Police’s position towards the charity?||Police Scotland and Greater Manchester Police are currently investigating two separate cases of alleged financial misconduct carried out by a previous staff member of the charity. There is no investigation by any police force into the charity itself or any current personnel. At this stage, and at request of the police we cannot comment any further.|
|Is HMRC investigatingthe charity?||No. Our accountant is currently working with HMRC to resolve queries relating to VAT and Gift Aid in relation to last year’s festival. There is no investigation in progress, and HMRC have not exercised any powers with regards to the charity.|
|Are the charity’s accounts up to date?||Yes, up to date accounts are available on our website, and are filed with OSCR. The next accounts are not due for over six months, although we aim to publish them for scrutiny by the AGM if at all possible.|
|Why is the governance reform subject to such a tight timetable?||The timetable for the governance reform has indeed been shorter than we would ideally have liked. The reason for this is to give effect to the wishes of the community. At our public meeting, the overwhelming response from the community was that a more open governance model was needed, and that an open AGM must be held before Christmas 2018.|
The current constitution (which does not allow an open AGM) requires two fourteen-day periods for calling the meetings required to give effect to the governance reform. In order to facilitate any public scrutiny, we are therefore forced into a quicker timetable than we would like.
|Why do the “charitable purposes” differ so much from the Mission, Vision and Values?||The charitable purposes are chosen from a fixed list set out in legislation, and are a legal requirement.|
The MVV are a policy statement of intent bespoke to Pride Glasgow.
|What if I disagree with the new structure? Is it final?||Governance is an ongoing strategic concern for the charity. While the major structural overhaul of the organisation has now been finalised in order to be approved, this is only the beginning of the long term changes. Members will now have the power to propose changes to the constitution directly. You can do this at an AGM, or call a special members meeting at any time.|