Reminder for EGM and note on Education Unit

24th February 2016

Note from Board of Directors on the Education Unit and the Draft Constitution

24th February 2016
News Item

Dear Members

I write to remind you of the Extraordinary General Meeting of An Taisce - The National Trust for Ireland to vote on a resolution to adopt the Draft Constitution. The meeting takes place on Saturday 27th of February at 11:15 in Wood Quay Venue, Under Dublin City Council Offices, Wood Quay, Dublin 8 (not Tailors' Hall as advertised).

Please arrive early so that we can start on time and bring your membership card if you have it available.

Some members have requested clarification of the role of the Education Unit in the existing Articles and proposed Constitution. A note from the Board of Directors follows.

Kind Regards

James Leahy

Honorary Secretary

secretary@antaisce.org

on behalf of the Board of Directors

An Taisce - The National Trust for Ireland

References

An agenda was circulated by post to members in good standing a few weeks ago. In it was the Agenda, The Draft Constitution and a note from the solicitors FP Logue on it.

The An Taisce Who Are We? page lists the members of the Board of Directors, Council, Education Committee and subcommittees (http://www.antaisce.org/publications/who-are-an-taisce)

The current constitution is available at: http://www.antaisce.org/publications/memorandum-and-articles-association-taisce

Note from Board of Directors of An Taisce - The National Trust for Ireland on the Education Unit and the Draft Constitution

Existing Situation

An Taisce is a charity incorporated as a Company Limited by Guarantee. It is organised as a single company with operating units. Like any company it has a Board of Directors which has the legal responsibilities and powers outlined in the Companies Acts. The Board of Directors oversees the executive of An Taisce including employees and volunteers who manage and work in the operating units. It is important to note there is no change to this between the proposed and existing Constitution.

Given the nature of the operations of An Taisce, the Constitution has allowed for a Council appointed by the Members and Local Associations of An Taisce, which has been given certain governance duties as defined in the Articles of Association. It is important to note that such a Council does not have any fiduciary duties under the Companies Act which refers only to directors.

The Education Unit together with Head Office Unit, Advocacy Unit and Properties Unit, is one of four operating units of An Taisce. The Education Unit consists of employees and volunteers of An Taisce, but it is important to note that the Education Unit is not a separate legal entity and cannot employ people or sign contracts other than under the name of the company An Taisce – The National Trust for Ireland.

The Education Unit Committee is an Organisation Committee of An Taisce, as such committees are defined in the current Articles of Association. It currently operates by custom without terms of reference. Terms of reference may be drafted under either the existing Articles or the proposed Constitution for the Education Committee, as for the other committees of An Taisce. Council have requested that the committee draft Terms of Reference.

The Memorandum and Objects of An Taisce

The Constitution is the term for the Memorandum and Articles combined. The current review and proposals are only to change the provisions previously set out in the Articles of Association. The objects of An Taisce as currently contained in the memorandum of association have been carried forward as is.

A future project will review the Memorandum and suggestions for change are welcome.

Consultation Process

It is important for members to note that there has been a long and detailed consultation on the proposed Constitution.

The proposed Constitution has been developed over three years by the Council of An Taisce. Five members of the Education Unit Committee are members of the Council and have been involved in drafting the proposed Constitution throughout. There has been constant communication between them and the Education Unit in that respect. These members have significantly shaped the draft Constitution through their membership of Council.

In terms of communication with the Board of Directors, the Education Committee set up a Head Office / Education Unit Legal Sub-committee which the Honorary Secretary is a member of. It met on 3rd February 2015 and 17th February 2016. The Honorary Secretary also attended part of a meeting of the full Education Committee on 17th February 2016.

The Proposed Constitution

It is important for members to note that the draft Constitution does not deal specifically with any committee of An Taisce but instead provides generally for the governance of the company in line with best international practice and company and charity law. It includes provisions for the establishment of committees or advisory panels and it is envisaged that An Taisce will continue to use committees in many important aspects of its work. It is crucial to note, however, that the draft deals primarily with the non-executive side of the organisation.

There is sufficient flexibility in the draft Constitution to allow An Taisce to continue to operate successfully with a number of possible structures available to it.

The Education Unit’s position on the Constitution

The Education Unit Director confirmed the position of the Education Unit on the Constitution in a position paper on issues in general sent to the Board of Directors on 25th August 2015. For the Constitution it refers to a legal opinion from Kane Tuohy Solicitors which reviews possible legal structures. This letter, which was circulated to the Honorary Secretary on 19th November 2015, calls for consideration of placing the operations of the Education Unit in a subsidiary company of An Taisce.

This proposal would be possible under the proposed Constitution since it simply carries forward the provisions for subsidiary companies from the existing Articles (see the new Article 121). Under either set of articles an Education Unit Subsidiary can be set up. The governance of the subsidiary would then be set out in the Constitution of the new subsidiary.

The Honorary Secretary made a formal presentation of the proposed Constitution to the Head Office / Education Unit Legal Sub-committee of the Education Unit Committee on 17th February 2016 and then to the full Education Unit Committee afterwards.

No significant comments were received on the draft Constitution. It was agreed by both meetings to ask the Board of Directors to instruct the company solicitors FP Logue to consider the best legal structure for the organisation and address the risks referred to in the Kane Tuohy opinion.

The Board of Directors noted this and has agreed to instruct FP Logue. Given that the new Constitution will not alter the power to incorporate subsidiaries there is nothing to be gained by delaying matters until the review has concluded.

Summary

it is important to provide for flexibility in the long-term and ensure that while governing documents do provide for the governance of the membership-based charity, they also should not not create uncessary obstacles or constraints. The new constitution has been drafted with this in mind. Neither the existing or proposed Constitution specifically mention the Education Unit. This is sensible given the context where the Education Unit wishes to consider alternative structures. The Education Unit’s formal position is that it would like a subsidiary company arrangement to be considered. If the draft Constitution specicially referred to the Education Unit it would hamper the scope to consider this.

The review of the Constitution is a project that began a number of years ago and is independent of the review of the Education Unit structure which started following the Education Unit’s position paper in August 2015. The Education Unit has been consulted and involved throughout and the proposed draft Constitution neither changes the role of the Education Unit nor will affect any of the proposals from the Education Unit to review its structure.

The Board of Directors of An Taisce - The National Trust for Ireland on 23rd February 2016.