Extraordinary General Meeting
The Society held an Extraordinary General Meeting on Sunday 4th July, to receive a proposal from the Committee that the Society should adopt a new constitution, in order to allow the Society's incorporation as a Charitable Incorporated Organisation and registration with the Charity Commission.
The meeting ratified the result of an online secret ballot, which approved the proposal by 68 votes to 2, a majority in favour of 97%. The application to the Charity Commission will now go ahead and this page will be kept updated. If you have any queries about the process, please email firstname.lastname@example.org
The text of the proposed new Constitution may be found here.
Any charity which has over £5,000 income per year must register with the Charity Commission. The commission will take action to secure compliance if it identifies a charity which isn’t registered but should be. Last year the Society's income was £5,427. There has been some suggestion on social media that, by reducing its income next year, the Society could delay the need to register but this is not correct. Once the threshold has been triggered registration is mandatory, even if income then falls back below £5,000.
No - once the threshold for registration is crossed, a charity must apply to the Charity Commission, even if its income then falls back below the threshold.
The committee considered all the available options for the structure of a registered charity, including a charitable company limited by guarantee, a Charitable Incorporated Organisation (CIO), an unincorporated association, or a trust). The benefits of each type of charity are discussed here.
We discussed the way forward with the head of charity law at Wilson's LLP (the number two law firm in the UK for charity work) and agreed that the Association model of a CIO best meets the Society's needs.
A Charitable Incorporated Organisation (CIO) is the newest form of corporate structure for charitable organisations in the United Kingdom.
The main benefits of the form are that the charity has legal personality (the ability to enter contracts, sue and be sued, and to hold property in its own name - rather than in the name of its trustees), and its members - that is to say the full members of the Society, who will become voting members of the CIO - have limited liability (their liability in the event the charity becomes insolvent is limited or nil).
Historically these benefits were only available to limited companies, and many charities chose to incorporate as charitable companies limited by guarantee. However, this requires registration and filings with both Companies House and the Charity Commission, each of which has its own regulations and requirements. In contrast a CIO only needs to register and file accounts and returns with the Charity Commission. This aims to reduce bureaucracy for the charity while ensuring that it is properly regulated by the Charity Commission.
The committee believes that the CIO is most suited to an organization of the Society's current and projected size. It confers the benefits of corporate status without the overheads of company registration. While larger, commercial breed societies such as the Jacob, Beltex, Suffolk, and Charolais Sheep Societies - many of which have six-figure incomes - are registered companies, breed societies that are closer in size to the OSS - such as the Hebridean Sheep Society - are CIOs.
A registered charity must have a governing document, which is a set of rules that explains how the charity is run, its structure, name and purposes. The Charity Commission has clear guidelines on what must be in a governing document and provides templates for new charities to follow. We have been strongly advised to use the template for an 'Association Model' of CIO, with some minor adjustments to take into acocunt the nature of the Society. This will ensure that the newly-registered Society is fuilly compliant with charity law.
The new Constitution contains little that is new, but the wording has been changed to ensure that it meets the requirements of the Charity Commission. We would highlight:
- The objects of the Society have been recast to demonstrate the public benefit that is required of any charity:
- To advance the education of the public into the attributes and husbandry of Ouessant sheep, improving awareness of the breed and the welfare of its animals.
- The promotion of agriculture through the conservation and preservation of the Ouessant sheep as a distinctive and viable breed for the benefit of future generations.
- To provide a registration and breeding programme for Ouessant sheep and to encourage and promote the improvement of the Ouessant breed.
- The Society Committee will become a board of trustees of the Charity. The current committee will become the first trustees but must stand down at the first Annual General Meeting when new elections will be held. The board will then comprise:
- Ten elected Trustees, including the Chair, Secretary and Treasurer.
- One ex-officio trustee - the Registrar. The committee feels - and based on the experience of other Societies - that the technical requirements and expertise of the registrars post deserve a degree of continuity.
- After the first AGM, one third of elected trustees posts will come up for election each year, providing continuity of experience on the board.
- Categories of membership, the arrangements for board and general meetings, and voting will be largely unchanged. Explicit provision for virtual meetings and electronic voting has been made.
- A number of points of detail, such as the roles and responsibilities of the Society's officers, which are contained in the current Constitution are not included in the new Constitution. Instead, the Trustees will present a new set of rules and regulations for the operation of the Society at the first AGM.