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| ACCESS Participation often centres on meetings, and taking the time and effort to consider how meetings and information will be made accessible, will encourage people to attend meetings and help ensure that they feel it is worth coming back.
Source Christine Flecknoe. Accountability means knowing who is answerable to whom - often difficult in a partnership or network where paid staff have different employers, and activists a range of allegiances. When there is no formal organisational structure, accountability issues may be handled by clarifying roles and setting up temporary structures when you need to make decisions and take action. This a key issue for the practitioner managing a participation process. Accountability checklist:
A statement of the financial affairs of an organisation, usually comprising -
and either :
or
In either case, the accounts cover a specified period (the accounting reference period or a financial year) together with explanations, notes and any necessary supplementary information to help interpret the figures. The form and content of company accounts are specified in the Companies Acts. The term 'accounts' is commonly used for the annual statement of accounts produced at the end of each financial year, which are usually audited and presented for approval at the annual general meeting of the organisation. The purpose of all such accounts should be to provide a 'true and fair view' of the financial affairs of the organisation during, and at the end of, the period covered. The date on which, in each calendar year, the accounting reference period (financial year) of a company ends. The date can be chosen by the company within nine months of its incorporation: if not so chosen it will, in each year, be the last day of the month of incorporation. The financial year of a company under the Companies Acts, ie the period ending on the accounting reference date each year. Acting Together is one of the levels of the "Five Rung Ladder of Participation", adapted from Arnstein's Ladder of Participation. The level of participation of Acting Together may involve short-term collaboration or forming more permanent partnerships with other interests. It is appropriate:
This approach should not be used if:
Acting Together Checklist:
Action plans provide the answer to the question 'what do we do next?' They are 'to do' lists covering the what, who and when of next steps, and should be the result of workshops or other meetings where you make decisions during a participation process. Action planning After meetings draw up an action plan showing:
Literally, 'to put off until another day' - in practice, to suspend a meeting (or some part of the business of a meeting) for a particular period of time - or indefinitely (i.e. sine die). An adjourned meeting is a continuation of the original meeting and, unless new notice has been given, may only continue the unfinished business of the original meeting. Strictly, only a meeting which has commenced can be adjourned: a meeting which has not started may be either -
In the case of a company default provisions concerning the adjournment and reconvening of company meetings are set out in the Companies Acts. A meeting which has concluded its business should not be 'adjourned' but rather closed (e.g. if it is one of a continuing series) or dissolved (e.g. if it was convened for the single occasion only). There are any number of (more or less) valid reasons why a meeting may be adjourned, e.g. for lack of a quorum; for the taking of a poll; to allow tempers to cool; for the doing of deals; or because 'last orders' is being called in the next door bar. If you are working with any organisational structure, whether temporary of permanent, during the participation process you will need an administrative system which will involve some or all of the following:
Without some sort of system you can't find the information you need, maintain agreement on what has been agreed, work effectively with other interests. A person who has reached the age of legal majority (currently 18 years): a person under the age of 18 years is a minor. Although the age of legal majority is 18 years, the age at which a person is treated as being legally responsible for their actions (other than in relation to contracts and property) varies, dependent on the particular actions. The advantage of advertising when seeking to inform or involve people is that you completely control what and when your message appears. In addition a community newspaper will be grateful for revenue from advertising, and it opens up more local contacts. The task of producing an effective advertisement will certainly help clarify what you are trying to achieve. On the other hand advertisements, on their own, can appear over-formal and inflexible and are best used with other communication methods. See also Communication, Media, Networking. Literally, 'to be done' - a list of items of business to be considered at a meeting. See also notice. The agenda tells everyone what is to be discussed at a meeting. In order to help decide as a group what to cover in a meeting and draw up an agenda:
A person, whether paid or unpaid, acting with general or special authority on behalf of another person or a body. The person or body on whose behalf an agent acts is the 'principal'. An agent may be an employee, a member of an organisation or of its governing BODY, or independent. Both the appointment and powers of an agent may be explicit (e.g. by letter or recorded in the minutes of a meeting) or implicit (i.e. presumed from the actions of the persons concerned). The Directors of a company are for some purposes agents of the company. Therefore, when carrying out their duties as agents they must act not in their own interests nor in the interests of any body which may have nominated them, but in the interests of the company alone. The trustees of a charity and the members of the management committee of an unincorporated association, whilst in some respects acting as agents of the organisation, are in law treated as principals and not as agents of the members. That is, the law only recognises the individuals who make up the organisation. The principal (i.e. the person or organisation appointing the agent) is generally liable for the actions of the agent if -
Whilst the members of the governing body of an organisation with limited liability are normally protected against claims arising from the authorised actions of their agent, if made on them personally, those of an unincorporated association may be personally liable for claims which exceed the assets of the organisation. Aims are a written description of what a group or organisation is trying to achieve, and the objectives are the methods by which they may do that. Aims and Objectives are NOT the same as OBJECTS stated in the GOVERNING DOCUMENT Clarifying aims and objectives
Summarised from Getting Organised. The book Planning Together provides detailed advice on clarifying aims and planning group activity. See also Mission, Purpose, Vision. Apathy is the state of those people who don't want to get involved in what you are offering. Are they apathetic - or perhaps just not interested in the same issues you are? People have a right to decide their own interests and purpose, and their own level of participation. There's a fine line between creating awareness and telling people what they should have or do. What appears to be apathy may also be anxiety about becoming involved in something new and uncertain. Effective participation can be more about approach than technique. If you put yourself in other people's shoes, start where they are at, are open and honest, and avoid jargon, you should go a long way to gain people's involvement. The geographical area within which an organisation, particularly a charity, may legitimately act to further its objects whether small as (say) a neighbourhood or parish, or large as a county, a country, a continent - or the world. An organisation which acts outside its area of benefit may be ultra vires and its trustees in breach of trust just as much as an organisation which acts in any other way beyond its lawful powers. The area of benefit of a registered charity can be altered, with the recorded agreement of the majority of its members and the prior consent only with the authority of the charity commission. That part of the governing document of a company (the memorandum & Articles of Association) which sets out its structure and internal arrangements, e.g. membership, general meetings, voting, elections, appointment of directors & company secretary, the use of the seal (if any), accounts & audit, the serving of notices etc. The content and general form of the Articles of Association are set out in the Companies Acts. The Memorandum enshrines the fundamental nature of the company whilst the Articles contain the rules for its management. Either can be altered by a special resolution of the company, and the Articles can readily be kept up-to-date as the circumstances of the company change. A company which is also a registered charity would be wise to obtain the agreement of the charity commission before making any significant change to its Articles. All those things owned by or owing to an organisation (e.g. cash, property, rights etc) which have a money value and are available to be set against its liabilities - and usually shown as such in its balance sheet. [Also refer to Association Legal Form] There is no statutory definition of an association: one judge's definition is - "two or more persons bound together for one or more common purposes, not being business purposes, by mutual undertakings each having mutual duties and obligations, in an organisation which has rules which identify in whom control of it and its funds rests and on what terms and which can be joined or left at will." The essential features of this definition are -
Although associations vary in the degree of formality of their activities, a temporary social grouping would not be sufficient to establish an association - there being no intention of creating such continuing relationships. On the other hand the existence of written rules is (however desirable) not essential - provided the rules are 'identifiable' - eg from the actions of the group. The term does not define the legal status of an organisation which may be, for example, a club, company, society, trust, or an unincorporated association. Also, neither a members' club nor a partnership (both of which may be considered kinds of 'association' fit readily into this definition) Some of the main barriers to participation and partnerships lie in the attitudes people bring to the process. Residents may lack confidence or feel action is not their responsibility. Officials may see getting the job done quickly as a top priority, even if it doesn't meet the needs of all concerned. Councillors may feel their power is eroded by sharing decision-making with local people. Some of these attitudes are deeply rooted in people's self esteem or concerns about status, and will only change through a long process of personal development. Help people to get to know each other and broaden their ideas through workshops, and socials. See also Commitment, Ownership, Stakeholders. A periodical examination of accounts (and related matters) by an authorised person or body - the auditor (or auditors). The basic function of an audit is to provide an objective assessment of the accuracy and honesty of the organisation's accounting records. The extent of the matters to be enquired into and reported on by an auditor will vary according to the circumstances and terms of appointment. Although the term is usually applied to an 'external audit' - i.e. by an independent auditor, many large organisations also operate an 'internal audit' system run by members of their own staff. If the income of a charity does not exceed £100,000 in any year and in the two preceding years it may choose to have an independent examination as an alternative to an audit. Although the term audit is usually applied to the inspection and verification of an organisation's financial affairs, the derivative term 'social audit' is increasingly applied to an examination of an organisation's costs and benefits in relation to the social context in which it operates. Literally, 'a hearer' - in practice a person or body who carries out an audit - i.e. examines the accounts (and related matters) of an organisation either on behalf of that organisation or its members or on behalf of some other body, e.g. a funder, or a regulatory body such as the charity commission. In the case of a company the auditor must be a chartered or certified accountant with a qualification recognised in the United Kingdom and a member of one of the professional associations approved under the Companies Acts as a 'supervisory body' and in both personal and in business terms independent of the company. The auditor is usually formally appointed (and the remuneration fixed) by the annual general meeting - although in practice the appointment is usually made on the recommendation of the directors. In the case of a body which is not a company, the manner of appointment of auditors and the required qualifications in other organisations will depend upon the provisions of the governing document or, in the case of a charity, the provisions of the Charities Acts. See also independent examiner. In general, because the auditor of an organisation with members is safeguarding the interests of those members by examining the management of its financial affairs by the governing body, the auditors will be appointed by the Annual General Meeting. If the governing document calls for a 'professional auditor' then a person with appropriate qualifications must be appointed, although the requirements may be less stringent than those of the Companies Acts. If the requirement is for an 'independent auditor' then a person who has no business or personal connections with any member of the governing body must be appointed - and this degree of independence should be the minimum even if no requirement is laid down. This is particularly important in bodies without a wider membership, (e.g. many strict trusts) where the appointment is inevitably made by the governing body itself. In no circumstances should a member of the governing body act as its auditor. The outcome of an audit is usually expressed in a auditor's report attached to the accounts presented to the person or body commissioning the audit. A satisfactory auditor's report will state that the accounts give 'a true and fair view' of the affairs of the organisation. If the outcome of the audit is less than satisfactory, the auditor may give a 'qualified report' identifying the area of difficulty. When the audit has been completed and the auditor has reported the accounts are referred to as 'audited accounts'. For people to become involved in any process or project they need to be aware it is happening, see some benefit or relevance to themselves, and feel confident about their role. The three are closely linked - attempts to raise people's awareness will be more successful if they start by considering the interests of the audience, and what will be a comfortable way for people to respond. Start where people are - value their knowledge and experience. Advertising, leaflets, videos and exhibitions all have a part to play. Networking and personal contact may be more effective, particularly used with workshops techniques. See also Parish Maps, Starting where people are at, and Village Appraisals. That part of the accounts of an organisation setting out a statement of its affairs at a specified date. A balance sheet shows the assets and liabilities, debtors and creditors, and the effect on the finances of the organisation of the transactions shown in the income & expenditure (or receipts & payments) accounts since the date of the previous balance sheet. A balance sheet is an essential part of company accounts, and a necessary part of the accounts of any organisation with capital rather than only revenue funding. Literally 'a small ball used to cast a vote' - now applied to -
A ballot may be used as a voting method whenever rule or custom does not require, e.g. a show of hands or poll. A ballot is usually secret (but not necessarily - the papers may be named or numbered) and is often used as a voting method, particularly in elections, for that reason. (Using a small ball (ballotta) as a means of voting is very old. Each voter may place one ball in either of two urns - for or against, yes or no. Alternatively, each voter may choose a white (for/yes) or a black (against/no) ball and vote by placing one or the other in a single urn: hence the term 'to black-ball'.) When 10 people turn up to a public meeting which has been advertised for weeks the organisers blame apathy. However, people may be reluctant to get involved for all sorts of reasons:
The book Limbering Up offers a more detailed study of barriers. A good way to start planning a participation process is to throw up all the possible barriers you can think of, then work out how to overcome them. BARRIERS TO PARTNERSHIP WORKING These may include
Address these through a process to build trust. See also Agendas, Control, Communication, Partnership building. Those persons or bodies who receive benefit under the objects of a trust are the actual beneficiaries: all those eligible to receive benefit are the potential beneficiaries. More generally, any person or body benefiting or eligible or likely to benefit from an organisation's activities may be considered a beneficiary. The members of a (non-charitable) association, company, club, society and, more particularly, the members of a co-operative are the primary beneficiaries of its activities. Any goods or services given or received, whether in money or money's worth, and whether free (i.e. gratuitously) or as payment, or in return for payment (i.e. consideration). Questions of benefit are particularly important to the governing body of a charity. For example -
It is this general rule which prevents a charity having paid trustees in other than exceptional circumstances. By extension, it also normally prevents a paid employee and usually prevents a beneficiary of a charity from serving as a member of its governing body.
It is a basic requirement in the eyes of the law that a charity must be intended to serve 'some public purpose - something tending to the benefit of the community' (Cracknell, 1983, quoting Chitty J, 1895). This public purpose is the justification for the legal and taxation privileges granted to charities. The detail of the requirement for public benefit is complex, and varies between the 'heads of charity'. The benefits - and problems - of participation will be seen differently by the various interests involved. However, the general benefits often claimed include:
Besides these benefits of a better 'product' or outcome are the 'process' issues of helping develop people's confidence and skills. Benefits are most likely for all concerned when:
A gift of personal property made on death under a Will: also called a legacy. See also devise. The usual term for the directors of a company acting as a body, but often used indifferently for committees of various kinds. See also committee of directors. Literally, 'in good faith' - in practice, honestly and with no ulterior motive or intention. Also used, for example in relation to an organisation to mean genuine, as in 'bona fide co-operative'. See also industrial & provident society. The primary records of the financial affairs of an organisation, from which its accounts are derived. For a small organisation there may be only one book containing all records (cash and bank); for a larger organisation there may be cash book(s), ledger(s), journal(s) etc. A term of variable usage, but best reserved for a local group which is a subsidiary of a national, regional or district-wide organisation and which has no substantial independence, particularly in the areas of finance and policy. Any failure of duty on the part of the trustee or any other person in a similar fiduciary position, or the result of any such failure. A breach of trust may arise through either action or omission. It may arise from some abuse of power, or from some failure to carry out the general or particular duties of the office. The failure does not have to be either deliberate or dishonest. In all cases the person in breach is personally responsible to the beneficiaries and liable for any loss caused directly or indirectly to the trust's property or to the interests of the beneficiaries. Any profit made in breach of trust must be reimbursed to the trust, even though the trust may have suffered no actual loss. The courts have powers under various statutes to relieve trustees from the consequences of their breach of trust if they have acted reasonably and in good faith. Any organisation which aims to keep going in the long term needs a business or development plan. For a non-profit organisation the plan will balance the costs and income of three parts of its operation:
The business plan should cover at least three years and show how fundraising and any income earned from projects covers the core costs. A term applied to a rule, regulation or standing order made under powers, whether explicit or implied, contained in the governing document of an organisation. An English alternative to ex offico. Although campaigns may bring to mind banner-waving protesters, the term is also used to describe `any programme or series of actions instituted by one group of people with the aim of achieving a change in resources, or in the form of an organisation, or in a decision-making process, over which another group or groups of people have considerable control' when this is a bottom-up process (Christine Flecknoe). A campaign by local people to create, for example, a playground, could involve information-gathering, surveys, public meetings, exhibitions, festivals, lobbying, meetings with officials and many other activities. Campaigns are dynamic - they respond to events. As such they cannot be steered `top-down.' If you are initiating a participating process you may have to deal with campaigns which target your own organisation. Capacity-building is training and other methods to help people develop the confidence and skills necessary for them to achieve their purpose. The capacity people need depends both on their abilities and on the situation they face. You may feel capable of tackling one thing, yet feel completely differently about another task. For example, parents of young children campaigning for a play group might feel ill-equipped to write a technical report to a council committee. But how many chief executives could run a children's tea party? The most effective capacity building is likely to be through 'learning by doing' rather than formal training courses. In order to explore where a group lacks confidence and skills ask members to:
Summarised from Limbering Up, Exercise 11. The net worth of an organisation, i.e. the total value of its assets less any amount owing to its creditors. In the case of company limited by shares, the nominal value of its issued (paid-up) shares. A case study is a structured description of a project or organisation. If you are considering creating an organisation as part of a participation process, reading case studies of other projects may give you ideas for your own, although similarities are often difficult to see unless the case study is 'unpacked' around key issues. A vote (usually a second vote) which may be used by the chair of a meeting to break the deadlock if the votes for and against a motion are equal. In other bodies a casting vote may only be used if the rules governing the meeting explicitly provide for its use: the chair has no general or common law right to a casting vote. Example: In the case of an equality of votes whether on a show of hands or on a poll the Chairman of the meeting shall be entitled to a second or casting vote. Occasionally, the rules allow the chair a casting vote only and no vote in normal circumstances. Example: A Chairperson has no vote except that, in the case of an equality of votes, a Chairperson shall have a casting vote.
There is a traditional expectation that a casting vote should be used to maintain the existing state of affairs (status quo), but this is merely convention and a casting vote may legitimately be used (at the Chair's discretion) to introduce change. However, the duty of the Chair is to cast the vote in the best interests of the organisation. A vacancy in the membership of an appointed or elected body, or amongst its officers, arising between the occasions of normal appointment or election (e.g. between successive >annual general meetings). Such vacancies may only be filled, if at all, in conformity with the rules of the body. The document issued by the registrar of companies confirming the date of registration and incorporation of a private or public company. The person who 'takes the chair' or presides at any meeting. Most commonly one of the officers of an organisation. A Chair may be appointed for a specified period or for a single meeting, dependent on the rules of the body. The Chair may also act as representative or spokesperson for the organisation. Formerly exclusively Chairman or occasionally Chairlady but now also commonly rendered as Chairwoman, Chairperson or, simply, Chair. A legal term for a liability set against the assets of an organisation, eg a mortgage secured on land, or debentures secured on the assets of a company. [Also Refer to Company Legal Form] This is an organisational structure which combines the advantages of a company with charitable status. The appropriate legal form is a company limited by guarantee, where the members of the Board are not paid, and the objects are charitable. There are disadvantages of charitable status - see below. See also Charitable status, Companies. A charity is not a particular form of organisation, different from a company or community group. Both may be charities, if they are accepted and registered as such by the Charity Commissioners. (In Scotland and Northern Ireland registration is directly with the Inland Revenue.) To be registered as a charity an organisation must restrict its activities exclusively to one or more of the following objects:
The benefits of charitable status include exemption from corporation tax, capital gains, capital transfer tax, and at least 50% of the business rate or council tax. The VAT concessions are limited. Charitable status adds credibility to an organisation and enables it to apply to large charities for funding. In general charities can only make gifts to other charities. The greatest disadvantage of charitable status is that it restricts the political and campaigning activity of an organisation. On another front, if any income generating activity is not directly in support of the organisation's charitable objects it may be necessary to create an associated trading company. The National Council for Voluntary Organisations provides advice on charitable status. There is no legal definition of the term charity: the Charities Act 1993 blandly states at S96 - " 'charity' means any institution, corporate or not, which is established for charitable purposes....." and at S97 - " 'charitable purposes' means purposes which are exclusively charitable according to the law of England and Wales" The common starting point for understanding charity is the Preamble to the Statute of Charitable Uses of 1601 (now repealed). More useful for most purposes are the so called 'four heads of charity' which derive from an attempt in 1891 by a judge, Lord Macnaghten, to bring order to the confused and confusing situation which had by then developed. The four heads which he distinguished are
A 'registered charity' is one which has been entered on the Central Register of Charities maintained by the charity commission under S3 of the Charities Act 1993. Not all charities are registered, as the Act provides for a number of exceptions and exemptions for those charities which are regulated by other bodies and for those with very small incomes. It is the duty of its trustees to register an English or Welsh charity which is neither excepted nor exempt. However, there is provision for voluntary registration for some excepted (but NOT exempt) charities. The Central Register covers only England and Wales: there is no such register of charities in Northern Ireland or Scotland. CHARITY COMMISSION(ERS) (for England and Wales) A statutory body, now established under the Charities Act 1993, with the "general function of promoting the effective use of charitable resources by encouraging the development of better methods of administration, by giving trustees information or advice on any matter affecting the charity and by investigating and checking any abuses." The Charity Commission is also responsible for compiling and maintaining the Central Register of Charities - see charity. The Commission functions both as a department of government (its staff are civil servants and the Commissioners report to Parliament) and as a branch of the High Court (with which it has limited concurrent jurisdiction). The Commission does not itself have power to administer any charity. A clique is a small number of people seen by others to be acting together to exclude them from discussion or decisions. The members of the clique may see themselves as over-worked and the only ones who care about the group or organisation. Whoever is right (and it may be both), cliques can be a significant barriers to wider involvement. The clique would benefit from delegation and recruitment of other people to help. It may be possible to raise these issues at the start of a new project or participation process, run some workshops, and develop a new working group or steering group. [Also refer to Club in Organisational types] An association often (but not necessarily) for social or recreational purposes The term does not define the legal status of an organisation. Two kinds of club are distinguished in law: a members' club (where its property is held for the benefit of the members) and a proprietary club (where a proprietor operates the club for profit). The former may be an industrial & provident society or a company or an unincorporated association: the latter is most often a share company. A form of directly democratic (i.e. non-hierarchical) organisation in which the whole of the members comprise the governing body. Most commonly the term refers to an organisation managed by its workers. Commitment is the opposite of apathy, and is most likely when people can see some point in being involved. A cynical view is that people become interested when you can answer the question: What's in it for me? However, people do become involved for a wide range of reasons which go beyond personal gain - for example sociability, and feeling they are doing something worthwhile. The only way you can discover people's interests is by talking to them - which means networking and running workshops. Surveys may give you some starting points, but you won't gain people's commitment by quoting statistics at them. Before seeking commitment from community interests it is important to ensure you have the internal commitment of colleagues within your own organisation. See also Apathy, Attitudes, Networking, Ownership, Values. A formal, more or less permanent, group of persons appointed or elected as its members by or from a larger organisation and to which specified business is delegated. In some cases, typically the case with a Steering Committee, the 'committee' comprises the whole of the organisation. Some common examples are given below, but the names given to committees are often arbitrary and do not necessarily reflect their functions accurately. It is necessary to refer to the governing document and to any terms of reference, standing orders or other documents (including minutes) to determine the true nature of any committee. - AD HOC COMMITTEE: literally, a 'for this special purpose' committee and usually refers to a committee set up for a particular, limited task and not to a permanent or standing committee. - ADVISORY COMMITTEE: a committee without executive powers, i.e. a committee which can advise or recommend actions to some other body, but which cannot itself take those actions. - EXECUTIVE COMMITTEE: commonly either · the main committee of an organisation, often elected annually and charged with the general management of affairs during its period of office (see also governing body); or · a sub-committee of the main committee where that committee is too large or meets too infrequently to be an effective executive body. Often the officers form an executive sub-committee to act between meetings of the main committee - either formally constituted or de facto by default. Essentially a committee which executes (puts into effect) the policies of the larger organisation, and which is accountable for its actions to that organisation. - MANAGEMENT COMMITTEE: a title often used interchangeably with 'executive committee' (in smaller organisations often merely 'committee') for the main committee of an organisation which is charged with the general management of the organisation during its period of office (see also governing body). - STANDING COMMITTEE: any committee or sub-committee which has a continuing existence from year to year despite changing membership. All executive and general management committees are of this type, as are many sub-committees (eg Finance, or Finance & General Purposes Committee etc). Distinguished from ad hoc or other short-term committees. - STEERING COMMITTEE: a committee, often 'self-appointed' charged with guiding a new project or activity (often the creation of a new organisation) in the period between the inception of the idea and its formal establishment. An example of an ad hoc committee, which would wind-up its affairs when the formal basis of the new activity was established. - SUB-COMMITTEE: any committee (whatever name it is known by) which is appointed by or under the authority of, and responsible and reporting to, a committee with more general powers. - WORKING PARTY: a term sometimes applied to committees of various kinds, most usually sub-committees or ad hoc committees - COMMITTEE OF DIRECTORS: a 'committee of directors' is a sub-committee of the board of directors of a company. Committee Meetings checklist In order to improve your committee meetings, get members to agree to:
A device impressed by a stamping die upon documents (deeds, share certificates, warrants) on behalf of a company by its directors (or duly authorised officers) to signify the binding of the company by the terms of that document. No longer a legal requirement for companies, whose directors may now sign 'for and on behalf of' the company, but still a requirement for industrial & provident societies. Communication should be seen as a two-way process of sending and receiving messages, and as such the basis for all participation. Effective communication involves considering how your message will be received as well as how you send it: the meaning of any communication is the response you get. This meaning is influenced by how people see and judge you - their attitude - as well as the content of your message and the method you use. For that reason face to face may be more effective than glossy brochures or videos. The obvious barriers to communication are:
Communication checklist In planning your communication, have you:
See also Special events, Media, Presentations, Print, Vision. Community is a term so widely applied that it is in danger of losing any meaning, like 'members of the public'. Aren't we all? At worst it may be used by officials to mean anyone who is not 'us' - an undifferentiated mass of activists, organisations and uninvolved residents. Marilyn Taylor, in Signposts to Community Development, suggests it is more useful to think of a large number of over-lapping communities distinguished by the characteristics of their members, and the common interests which tie members together and give these characteristics a shared significance. The characteristics might be, for example:
Common characteristics do not necessarily mean people identify with each other as a community. The factors which give these characteristics a shared meaning are a cultural heritage, social relationships, common economic interests, or the basis for political power. Communities may be short or long term. Because individuals may belong to many different communities at the same time, different allegiances may people pull in different directions. There are likely to be competing and conflicting interests within communities. See also items below and Research, Stakeholders. A project or organisation where the impetus and control lies with community interests. Examples of organisations are community businesses and community co-operatives. Organisations like community technical aid centres, community trusts and development trusts may aim to serve community interests, but be controlled by governing bodies with a mix of community, public and private sector representation. Rather than attempting to categorise organisations as 'community' or not solely on the basis of membership, it may be useful to consider:
Community profiling is a social, environmental and economic description of an area which is used to inform local decision-making. The pack produced by the School for Advanced Urban Studies offers a 10-step approach which deals with how to form a group to undertake the profile, gather and analyse data, present it, and use the results for planning action. See also Parish Maps, Village Appraisals. Community Trusts are independent fund-raising and grant-making charitable trusts which serve a specific geographical area. If there is one in your area, they may be a useful source of information about community needs in the area, and may support community initiatives. Community trusts raise funds from a wide range of sources, especially those previously untapped, with the aim of establishing an endowment fund. Interest from this large sum of capital is used for grant-making in the area. Community Trusts should not be confused with community development trusts (see Development trusts) which are geared towards economic and environmental practical action. The Association for Community trusts and Foundations will provide more information. [Also refer to Company legal form] Usually (and as used throughout this text) an association formed as a corporate body to conduct business or other activities and registered under the Companies Acts, which provides for three kinds of company -
The first is the form commonly used for commercial trading companies; the third will rarely be met with at all. The second is the form commonly used by charities and other voluntary organisations for non-trading purposes - and also for trading when the ability to raise share capital is not required. The governing document of a company registered under the Companies Acts is its memorandum and articles of association. The term 'company' does not, of itself, offer a definition of the legal status of the organisation since its use is not restricted and the title is sometimes used by other types of organisation, including some not registered under the Companies (or any other) Acts and also to companies set up by, e.g. Royal Charter or private Act of Parliament. A private company incorporated under the Companies Acts in which the liability of the members is limited by the memorandum of association to a specified amount which they each agree to pay in the event of it winding up with insufficient assets to meet its liabilities. The amount guaranteed by each member is usually a nominal sum such as £1.00. It is commonly supposed that a company limited by guarantee must be not-for-profit, but this is not the case and the memorandum and articles of association may provide for trading for profit. A worker co-operative, for example, may be established as a company limited by guarantee with power to distribute profits. Every company registered under the Companies Acts must have a Company Secretary who may also be, but does not need to be, a director of the company. The secretary of a public company must be 'a person who appears to the directors to have the requisite knowledge and experience': there is no such formal requirement for the secretary of a private company The main task of the Secretary is to take responsibility for contracts of the company and to ensure that the company and its directors comply with the Companies Acts, particularly as regards meetings, resolutions, returns and notifications to the Registrar, minutes, registers of members etc, and the safe keeping of documents etc. In these matters the company secretary has joint responsibility with the directors. A partial settlement of debts by a legally binding mutual agreement between debtor and creditor, often found in references to the disqualification or ineligibility of persons to be directors or trustees. One of the major barriers to people's involvement is lack of confidence in joining in activities, groups or organisations which may be unfamiliar. In order to help:
Within any participation process there are likely to be conflicts because of people's underlying attitudes, the outcomes they are seeking, and the values they hold. The processes to resolve conflicts include consensus building, mediation and negotiation. Resource Manual for a Living Revolution suggests that for successful conflict resolution the following elements seem to be necessary:
See the books Constructive Conflict management, Getting to Yes, and material on the Resolve programme from the Environment Council. See also Consensus-building. Literally, 'to think or feel in common' - a method of arriving at a decision whereby the members of a body discuss each question until all are in agreement, or agree not to maintain an objection, thus avoiding the taking of a vote to determine a majority decision. Commonly adopted as the appropriate method in collectives, decision making by consensus is also the way many committees work in practice, formal votes being taken only rarely. Some organisations have a preference for consensus written into their governing instrument or regulations, with voting only included as an extreme last resort. Consensus building is a participation process where participants work together to try and reach a result which has benefits for both - a win/win outcome. It is an alternative to adversarial confrontation where one side is trying to gain supremacy - win/lose - or a compromise which neither side achieves what they want - lose/lose. The Environment Council runs a Resolve programme of consensus building and has published an Action Pack by Andrew Floyer Acland. The key elements of the process are:
Consensus in a group In order to help a large group make a decision: 1.The whole group defines the problem. 2.The whole group Brainstorms possible solutions, and identifies several for investigation. 3.The large group breaks into small groups, which review the problem and develop more detailed solutions. 4.Report back, look for consensus, identify remaining issues, repeat the process if necessary. Adapted from Resource Manual for a Living Revolution. 'Subject to such consents as may be required by law' is a common phrase, particularly in the governing instruments of charities which may need the consent of the Charity Commission for a number of actions - including alterations to some provisions of the governing instrument, the making of ex gratia payments, and some land transactions. Payment for a service, a supply of goods. A consideration given (usually in money or money's worth) by one party to another is an essential condition of most contracts. A governing document, best reserved as the title of that of an unincorporated association, but often (and unhelpfully) used in the general sense of any document or documents providing the constitutional basis of an organisation of any kind. Consultation is the level of participation at which people are offered some choices on what is to happen, but are not involved in developing additional options. It is appropriate where, for example:
Choose a different level - indicated in brackets - if:
Control in a participation process is determined by the extent to which any organisation or interest group can influence the outcome of the process. Different levels of participation reflect different levels of control: an organisation taking an information or consultation stance is retaining control, while one acting with others or supporting community initiatives will inevitably have less control. For this reason organisations - and often politicians - will stick to 'lower' levels of participation. The disadvantages of this approach are:
See also Consensus building, Empowerment, Outcomes, Power. To call together, to summon, to gather together, especially for a formal meeting. The convenor is one who convenes a meeting or other gathering. In Scotland often, and elsewhere occasionally, 'convenor' is also used to refer to the person who presides at the meeting, as its chair. An organisation established in conformity with internationally recognised co-operative principles, usually trading and always run primarily for the benefit of its members. The principal types of co-operative are worker co-ops; agricultural co-ops; housing co-ops; consumer co-ops; community co-ops; and credit unions. CO-OPT/CO-OPTED/CO-OPTEE/C0-OPTION A committee or other body often has specific power to add to its own membership by co-option, i.e. by itself appointing additional members, either to fill casual vacancies or to add to its numbers. The person so co-opted is a co-optee or co-opted member. There is no general power to co-opt in the absence of (or to a greater extent than) any specific powers in the governing document. The power to co-opt, when given, is usually limited, e.g. to fill vacancies only; or to add up to specified number or proportion of additional members; or to enable certain specific interests, skills or experience to be brought into the counsels of the organisation. Unless specifically restricted (e.g. 'without the power to vote') co-opted members are full members of the body for the period of their co-option, whether that period is determined by the terms of the specific power or is at the discretion of the body itself. An organisation (e.g. a company) is corporate when it is recognised by the law as having an existence, and rights and duties, separate from the individuals who comprise it at any time. It may also be called a body corporate, or incorporate or incorporated, which have identical meanings. Such bodies are often referred as to 'artificial persons' because they are treated in law for many purposes as though they were individual personalities. Examples other than companies include industrial & provident societies, local authorities (municipal corporations) and organisations established under royal charter or private Act of Parliament and any charity incorporated under the Charitable Trustees Incorporation Act 1872 - now Part VII of the Charities Act 1993. A corporate body can hold property, enter into contracts, and act at law in its own name - unlike an unincorporated association, which can only act through trustees or other individuals. A corporate body, e.g. -
A complex technique which in a simple form can be useful as a way of deciding between different options. Simple Cost/benefit analysis
Source Brian Batson A term commonly used without distinction for committee or board (and many other kinds of assembly) - but ideally reserved for a larger, deliberative, perhaps representative, body concerned with questions of overall policy. In an organisation with a large membership, such a body would be smaller (and therefore more readily consulted) than a general meeting yet could be larger (and therefore more representative) than would be desirable for an effective executive committee or management committee. Where appropriate the governing instrument may provide for the council to appoint the executive or management committee. A lease is usually prepared in two identical forms: one (the lease) is executed by the lessee alone, the other (the counterpart) by the lessor alone, and then the two are exchanged. A written promise, usually contained in a deed. Although, in principle, no particular form of words is necessary to constitute a covenant, a Deed of Covenant under which a donation to a charity is intended to attract tax relief to the benefit of the charity must, to be effective, be precisely worded and executed to the requirements of the Inland Revenue. Organisations are usually looking for credit, particularly if it leads to publicity to impress their funders and members. This can, of course, cause problems if the key parties in a participation process care more for column inches than achieving some common purpose. As a practitioner managing a process you are most likely to succeed if you:
See also Commitment, Consensus-building, Stakeholder analysis. A person or body to whom money is owed. See also debtor. [Also refer to Credit Union in Organisational Types] A voluntary financial co-operative for saving and borrowing, registered by the registrar of friendly societies under the Credit Union Act 1979. The principal features of a Credit Union (other than its voluntary management) are the 'common bond' such as residence in a particular neighbourhood, membership of a particular community or common employment or faith, which is a condition of membership established at the outset of each Credit Union; the statutory limitation on the rates of interest charged and paid; and the commitment to the education of the members in 'money management' - both personal and within the Credit Union itself. Participation takes time, but it also needs deadlines. Events and print are the most compelling because you have to perform or produce for someone else. As such they are among the most important milestones in a participation process. See also Timeline, Workload planning. Literally, 'there are due' - whilst in theory it may mean no more than a promise to repay, in normal use it refers to a document issued (usually by a company or industrial & provident society) recording the terms of a loan when specific assets are identified as security for the borrowed money. A person or body by whom money is owed. See also creditor. Deciding together is the level of participation at which different interests develop options and choose from them, but one party carries out the main actions. It is appropriate:
Choose a different level (suggestions in brackets) when:
Deciding together Checklist:
Decisions are about what to do next, and what to do in the longer term. They are difficult enough for individuals, more so for groups of people who may not know each other well. Decisions are easiest if you are clear about aims and objectives. However, it is possible to make progress without a clear sense of purpose, if you have options or ideas from which to choose, and criteria. You can then develop an action plan. Difficult decisions are problems. In order to solve problems and make decisions the following steps may be helpful - although life is seldom as logical. The Strategic Choice technique provides a more flexible, if complex, approach. Topics and techniques which may help are shown in brackets. Decision-making checklist
Adapted from Getting Organised and How to Solve Your Problems. The governing document of a trust, often referred to as a Trust Deed or Deed of Trust. A statement that certain property is to held on trust, by persons appointed as trustees, for the benefit of others (the beneficiaries). Usually in the form of a legal instrument which is duly executed. A legal document, eg a Trust Deed or Deed of Covenant, which is 'executed as a deed'. A 'supplemental deed' is a document executed in the same manner as an original deed and which adds to or changes some of its provisions. To judge, think, believe or decide on an issue, matter or question. Literally, 'in fact' - applied to some state of affairs which exists in practice, rather than as a right or principle. That amount by which the expenditure of a not-for-profit organisation exceeds its income in a given accounting period. See also surplus. To entrust or commit a power, duty or responsibility to another person (e.g. an agent or officer) or body (e.g. a sub-committee); and/or - a person so entrusted, e.g. a person (delegate) or persons (delegation) sent on behalf of one body, interest or organisation as its representative to another. It is the usual view that a 'delegate' must transmit the decisions and carry out the instructions of the appointing body. This is different from a representative who is expected or entitled to exercise personal judgement and discretion whilst bearing in mind the decisions and policies of the appointing body. For example, the constitutional position of Members of Parliament is, in these terms, that of a 'representative' rather than a 'delegate'. Rather than allowing the extent of any delegation to be inferred from the term used, it is preferable that the requirements should be set out by the appointing body. However, when the appointment is to the governing body of another organisation the duty of care of the person appointed is to act in the best interest of the body to which the appointment is made rather than that of the appointing body. Delegation is the action of delegating. Delegation is important in groups if they are to survive in the longer term. Although most groups revolve around the enthusiasm of a few people, unless they share the load they will burn out and/or others will see them as a clique. To encourage delegation:
See also Leadership. To transfer land by grant of a lease; also refers to the lease itself. The death of any person or (figuratively) organisation. Democracy literally means a form of government in which the people have a say in who should hold power and how it should be used. More commonly, it issued to mean people are involved in making decisions, whether by electing a representative government or being directly involved in the decision-making process. In the context of governance and participation, democratic principles has influenced the values and themes of governance structures across the spectrum of voluntary, community and social enterprise organisations. Many organisations have been established as member-based organisations, which elect their governing body to represent their interests in managing and delivering the aims of the organisation. A person appointed to act for another, either on a specific occasion or regularly during a specified period, in that person's absence or incapacity: see also vice (chair) etc. Sometimes 'alternate' is used in a similar sense. Also used in the sense of a delegate or representative. [Also refer to Development Trusts in Organisational Types] The Development Trusts Association defines Development Trusts as: "Community-based organisations working for the sustainable regeneration of their area through a mixture of economic, environmental and social initiatives. They are independent, not-for-profit bodies - often registered charities - which are committed to the involvement of local people in the process of regeneration and aim to be locally accountable in the work they do." Also known as community development trusts, they should not be confused with community trusts, which are fund-raising and grant-making bodies. Development Trusts are usually incorporated as a non-profit distributing company with several paid staff to work on projects. They often aim to develop an asset base to ensure their sustainability. The term is used here for full or part time staff devoted to the development of a project or process, using community development methods. Benefits of on-the-ground workers can be:
The potential pitfalls are:
To make a gift of real property under a Will: see bequest; also refers to the gift itself. A member of the board directing the affairs of a company - by whatever name known. The memorandum and articles of association of a company may refer to the people appointed to manage its affairs as 'management committee members' or 'trustees' or by some other title, but for the purposes of company law they are 'directors'. or, As a distinct alternative usage, - the principal (usually paid) officer of an organisation. The closing down and settling the affairs of, in particular, an unincorporated body by identifying all its assets, converting them into cash, settling its liabilities, and distributing any surplus remaining, by reference to the provisions of the governing document. In the case of a corporate body the process is usually referred to as winding up. In the case of a company or an industrial & provident society the procedures are governed by statute. In the case of a charity winding up or dissolution should be overseen by, or reported to, the charity commission. A variable payment, usually at annual or half-yearly intervals, made out of the profit of a trading company to its shareholders or other investors, usually proportionate to their investment. In a co-operative dividends may be paid in proportion the members' contributions to the business. See also interest. A gift, whether in cash or goods, given (donated) by a 'donor' (giver) to a recipient, beneficiary person or body. A donation may be a plain gift. Alternatively, it may be subject to a covenant, or in the form of an interest-free loan. A donation may also be subject to conditions, e.g. that certain other money is raised, or restricting its use to specific purposes. Choice - particularly the choosing of a person or persons for office, usually by the votes of the members of a body. Email or World Wide Web makes it simple (for those online) to engage in collaborative working or discussions without having to be in the same place, or on the phone, at the same time. Forums can be another tool of community involvement - but are no substitute for 'real' meetings. A person who is engaged to work for, and under the instructions of, an organisation (the employer) and usually, but not necessarily, for payment. Volunteers in an organisation may for many purposes (e.g. insurance) be treated as employees. Reference to employees generally as 'servants' is still often found in governing documents and elsewhere. Empowerment is a working style which aims to help people achieve their own purpose by increasing their confidence and capacity. Guidelines for empowerment If you aim to empower those involved in a participation process:
Enabling within a participation process is helping people achieve their purpose at agreed level of participation. It involves helping people understand, join in decision making, or participate actively in some initiative. Any capital sum which an organisation may hold, the interest on which may be income to the organisation. An endowment may be permanent, in which case only the income (but not the capital sum) may be expended: alternatively, power may exist to spend the capital and income without distinction. The endowment may be held in the form a of investments in, eg stocks and shares or in real property, i.e. land and buildings. Considering equal opportunities means thinking about and challenging situations in which people may not participate fully because of, for example, their disabilities, culture, gender, ethnicity, learning difficulties. Equal opportunities mean taking participation seriously. Checklist
Evaluation is checking whether you have succeeded, monitoring is checking how you are doing along the way. Both require criteria. The completion of a document in a manner which gives it legal validity, e.g. by a witnessed signature; by an authenticated SEAL; or by its being signed, sealed and delivered, or by other legal means. Formerly, every deed had to be executed by being 'signed, sealed and delivered': now, e.g. a Deed of Covenant or a Deed of Trust only requires to be 'signed as a deed' before a witness. Literally, 'as a favour' - a voluntary single payment made on moral grounds, without precedent or commitment and not under any legal obligation. See also honorarium. The trustees of a charity cannot in general "lawfully make voluntary payment out of charity funds in pursuance of a moral obligation" (Charity Commissioners, CC7 page 1) without the authority of the charity commission, from where guidance should be sought in the first instance. Exhibitions may be used to highlight an issue, report on a survey, or offer people some options. As such they provide information, and allow some consultation. Unless they are part of more substantial process they will not, in themselves, help people participate actively in making decisions. Exhibition guidelines
Literally, 'by virtue of that office' - an ex officio office holder or member of a committee is so because of some other office or position already held. For example, a local Mayor may ex officio be also president of some local organisations, and the chair of an organisation is often ex officio a member of all its committees and sub-committees. Example: The President and Honorary Officers shall be members of the Executive Committee ex officio. It may be necessary to seek professional advice on several fronts: for example, it is important to consult a solicitor when setting up a charitable company if you are to avoid problems and delays. The local Citizens Advice Bureau, and Council for Voluntary Service provide signposting to advisers. However, empowering participation processes are about finding out how to do things for yourself, and a good place to start is with the group you are working with. See also Skills Audit. As opposed to face-to-screen.. F2f is used particularly by online people to remind themselves that sometimes the best way to communicate is to put one head in front of another, preferably in a convivial environment. Facilitation is about helping others think through what they want and organise themselves to achieve it. The role of the practitioner - as someone managing a participation process - is frequently that of facilitator. Three books, listed in Useful Publications, provide detailed guidance on facilitating groups: Change and how to help it happen covers preparation, team building, equal opportunities, problem solving, and planning. Resource Manual for a Living Revolution includes a section on facilitation, problems that commonly arise, and tools frequently used at meetings. A Manual for Group Facilitators deals with the ethics of facilitation as well step-by-step guidelines, techniques and what may go wrong. A grouping of separate autonomous organisations, usually with aims and/or activities in common, for the purposes of co-ordination and co-operation, with the members relinquishing their autonomy to only a limited extent - if at all. A relationship involving confidence and trust, e.g. that of trustee to beneficiaries; of director to shareholders; of committee members to members of organisations. A person, such as a director or trustee who holds a position of trust in respect to some other person or a body and who is thereby obliged to act for the benefit of that other. The period of time covered by a set of accounts ending on specified date each year. In general the date of the financial year end of an organisation may be chosen by reference to the date of formation or first funding; to the accounting period of its funders; or to any other convenient factors, but -
and
In setting the date of the financial year end it is important to allow adequate time for the preparation and audit of the accounts before the date at which they are to be presented to the annual general meeting. The statutory financial year (to which public accounts are made up) ends on 31 March, but the fiscal year (for, e.g. capital gains, corporation and income taxes) ends on 5 April, each year. Relating to government finances, particularly tax revenue; - relating to financial matters generally. Focus groups are small groups of people who work through a particular issue in workshop sessions. An association established (often with an endowment) to promote certain (usually charitable) purposes. The term (perhaps more common in the USA) does not define of the legal status of an organisation which may be, for example a company, trust, or unincorporated association. An even simpler version of Cost/benefit analysis, also known as pros and cons. When, in decision making, you have more than one possible option which could provide a solution:
This guide suggests thinking about three dimensions of participation:
Please refer to Partnerships online useful website section on Framework for Participation for further information. FRAUDULENT TRADING/WRONGFUL TRADING Offences which may be committed by a company and its directors. Fraudulent trading means carrying on business -
Wrongful trading means carrying on business after it was known (or should have been known) that the company was likely to become insolvent. Wrongful trading need not involve any element of fraud. Both fraudulent and wrongful trading may sometimes be referred to as unlawful trading. An unincorporated association registered under the Friendly Societies Act 1974, usually established to make mutual provision for individual members in case of, e.g. sickness, accident, retirement, death, or to provide burial benefits. It is no longer possible to register a new Friendly Society. The Friendly Society movement has been largely overtaken by wider statutory provision and by commercial insurance and the Societies themselves suffer regulation without the corresponding benefits of incorporation. The most useful current reference source is 'Friendly Societies: A New Framework'. The Friendly Societies Act 1992 allows for the incorporation of 'true' Friendly Societies, i.e. those concerned with mutual insurance provision - but not for other types of body which may be registered under the Friendly Societies Act 1974, e.g. working men's clubs and charitable societies. In planning any fundraising consider:
Provide, e.g. equipment, materials, money etc.
Games and simulations offer some of the most effective techniques for helping people to `play through' the issues and understand the interests of the different stakeholders. A meeting of, or open to, all the members of an organisation, usually able to exercise the full powers of that organisation, subject to its rules. - ANNUAL GENERAL MEETING: a general meeting of an organisation held at specified intervals (usually one year or, often, 'once in each calendar year but at intervals not exceeding fifteen months') for specified business, which in the case of a company must include routine business). - EXTRAORDINARY GENERAL MEETING: a general meeting of an organisation convened according to its rules, usually only for purposes specified in the notice. - ORDINARY GENERAL MEETING: a regular, scheduled, general meeting of an organisation convened according to its rules and held in addition to the Annual General Meeting. - SPECIAL GENERAL MEETING: an alternative term in the case of non-companies, for extraordinary general meeting. Governance is the term used to refer to how an organisation establishes structures, procedures and policies to ensure it delivers it's aims, remains accountable to it's stakeholders and complies within appropriate legislation. That body of people, by whatever name (e.g. board, council, committee etc) which has responsibility for the administration, management and policy of an organisation. The document, whatever its title (e.g. constitution, deed, charter, memorandum & articles of association, regulations, rules etc) setting out purposes for which it is established and how and by whom it is to be managed. Any governing document should include provisions for the following, as a minimum -
Many other matters of management and procedure may be included (eg holding of property in the case of unincorporated associations) but its contents should preferably be restricted to fundamental matters not liable to frequent change, and exclude matters which are likely to require frequent adjustment, eg specific amounts of subscription etc. See also regulations and standing orders. Free, without charge, payment or consideration. Understanding groups is important in participation processes because:
The most effective longer-term groups are those where people share a common purpose and can provide support for each other, recognising that each person brings different skills, ideas and attitudes. See two of the books in the Useful publications section: A payment made by way of reward, for a nominally free or voluntary service, notionally ex gratia but which may by custom or precedent have become a regular expectation attached to the duties or office. Alternatively, a reward genuinely ex gratia given in recognition of voluntary or exceptional service over and above the normal expectations attached to a duty or office and in circumstances where payment could not have been expected. The trustees of a charity cannot in general "lawfully make voluntary payment out of charity funds in pursuance of a moral obligation" (Charity Commissioners, CC7 page 1) without the authority of the charity commission, from where guidance should be sought in the first instance. There is also a general rule that charity trustees may not themselves benefit from their trusteeship - unless (exceptionally) such benefit is specifically permitted by the governing document. An honorarium paid ex gratia to a trustee could be such a benefit, and authority should be sought from the charity commission. Unpaid, voluntary: usually referring to the (elected) officers of an organisation, e.g. chair, treasurer, secretary. The term 'housing association' includes both philanthropic housing associations and self-help housing co-operatives. To qualify for registration with the Housing Corporation under the provisions of the Housing Associations Act 1975, a body must be either -
A charitable housing association must be either registered with the charity commission or registered with the Registrar of Friendly Societies as 'a society for the benefit of the community' under the Industrial & Provident Societies Acts. A housing association by another name, if it complies with the provisions of the Housing Act 1957 and the Housing Associations Act 1985: otherwise of uncertain meaning. Meaning or implying. Example: Words importing persons shall include corporations. A statement detailing the income received by (or due to) and expenditures paid by (or due from) a body during a specified accounting period: see also receipts & payments account. An income and expenditure account is concerned with all money relating to the period, whether or not actually paid or received during the period; a receipts and payments account is concerned only with money which actually changes hands during the period. Protected/protection against future damage, liability or loss. Where an individual member of the governing body of an unincorporated association has become personally liable on behalf of the association s/he may be indemnified, i.e. entitled to be recompensed out of its funds - but a clear rule to this effect in its constitution is desirable, rather then relying on a general expectation. Example: The members of the Committee of the Association shall be entitled to be indemnified out of the property of the Association for any liability properly incurred by them severally or jointly on behalf of the Association provided that nothing in this clause shall entitle any member or members to any indemnity against liability arising through negligence or fraud or similar actions on their part. Example: Subject to the provisions of the Act every trustee or other officer or auditor of the Charity shall be indemnified out of the assets of the Charity against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Charity. INDEPENDENT EXAMINER/INDEPENDENT EXAMINATION An independent examiner is defined in the Charities Act 1992 as "an independent person who is reasonably believed by the trustees to have the requisite ability and practical experience to carry out a competent examination of the accounts". Charities whose gross income does not exceed £100,000 in any year (and in the two preceding years) may choose to have their accounts independently examined as an alternative to an audit. At the time of writing, regulations to be made under the Act by the Secretary of State, and which are expected to indicate appropriate requirements for independent examiners, are yet to be published. INDUSTRIAL & PROVIDENT SOCIETY A corporate body formed under the provisions of the Industrial & Provident Societies Acts 1965-1978 and registered with its Registrar (the Registrar of Friendly Societies). Organisations so registered are either bona fide co-operatives, or societies trading for the benefit of the community, the latter often being charitable in nature. The governing document is called 'the Rules'. Of a person or body
Information is the level of participation which offers least involvement - it is more an essential basis for real participation at `higher' levels than participatory in itself. It is appropriate where, for example:
Choose a different level if:
CHECKLIST: · Consider what frame of mind your audience is in - for example, what do they expect or know already? · Try a simple presentation on colleagues or a less informed audience before you prepare materials · Use language and ideas which your audience will find familiar · Be clear about why you are just informing rather than consulting Information systems are the means by which you organise the collection, storage and dissemination of information. These may include your internal administrative systems, the letters you write, print you produce, meetings you hold. The methods may include the use of information technology.
A basic system: A basic information system for participation might include:
See Administrative system. Literally, 'in kind' -i.e. specifically, without substitution. Formerly, in law, used to indicate payment was to be made in the actual coin specified. Now often used in reference to payments to emphasise that the payment is to be in (coin or paper) money. Generally an association by another name: however, unincorporated institutions falling within terms of the Literary & Scientific Institutions Act 1854 (i.e. those established to promote science, literature or the fine arts, or to provide adult instruction, libraries, museums or art galleries) are a special case. The term does not define the legal status of an organisation which may be, e.g. a club, company, trust or unincorporated association. A formal written document (such as a deed or Will or governing document) giving evidence of, e.g. duties, rights or obligations. Groups undertaking any significant activities should check their requirements for insurance. For example:
Consult another voluntary organisation or an insurance broker, and assign responsibility for maintaining insurance cover. See the book Voluntary but not Amateur. A claim, duty, right or share in something. Persons in a position of trust who may be faced with a conflict of interest are usually expected to declare their interest in the matter under consideration and take no part in the decisions affecting that interest. An alternative term to dividend commonly used in co-operative societies to refer to payments made in respect of shares held. An Act of Parliament defining terms used in other Acts of Parliament, e.g. - England; month; person; United Kingdom; writing etc. Sometimes invoked in governing documents as an authority for their interpretation, but of rather limited value in that context. Example: The Interpretation Act 1978 shall apply for the interpretation of this Instrument as it applies to the interpretation of an Act of Parliament.
Literally, 'between or amongst themselves' - usually referring to an agreement between the people concerned without the use of decision-making procedure (such as a ballot); or the intervention of a third-party (such as an arbitrator). Example: Two members - to be decided by ballot in the absence of agreement inter se - shall retire each year.
Literally, 'between persons who are alive' - eg a donation or gift of property made whilst the donor is alive, as distinct from property devised or bequeathed at death by Will. JOINTLY & SEVERALLY/SEPARATELY The members of the governing body of an unincorporated association (or any other organisation without limited liability) may have personal liability for its debts when these are not met by the organisation itself. Their liability is both 'joint' i.e. as a group, and 'several' i.e. as individuals. The practical effect if this is that a creditor can take action against any one member of the governing body, any group of its members, or all of its members, for debts incurred on behalf of the organisation by the governing body, by any of its members, or by other persons acting with its authority. In the case of debts properly incurred on behalf of the organisation the member or members sought to be made liable would expect to be indemnified out of the funds of the organisation, to the extent of those funds, but would remain liable for any unmet debt. A member of an organisation under a specified age, usually 18 years, currently the legal age of majority, i.e. the age at which a person becomes an adult. As a minor in law (or infant, the terms are interchangeable) a junior member cannot usually exercise the full rights of membership. Junior members are usually denied the right to vote and to serve on the governing body, in particular, a minor may not be a trustee of any charity and any such appointment is void. The geographical or legal extent of the powers of any judicial, legislative, regulatory or supervisory body. Some simple form of printed material will almost certainly be necessary in a participation process - but will not be enough alone to gain people's involvement. There is no substitute for knocking on doors or networking. If the participation process is lengthy, it may be worth considering a regular newsletter or bulletin to report back on surveys, meetings and other activities. Levels of participation are the different degrees of involvement offered to others by whoever is starting or managing a participation process. · Information; · Consultation; · Deciding Together; · Acting Together; and · Supporting. Methods for tackling problems and making progress are listed under each one. No one level is necessarily better than another - each may be appropriate in different circumstances. However they do represent different balances of control between the different interests. Empowerment may be seen as helping people reach the higher levels - provided that is what they want to do. The state of being legally answerable, obliged or responsible, whether for acts, debts or omissions. Those matters for which a person or body is liable. The state of being liable (i.e. accountable in law) only within previously specified limits, e.g. to the extent of a shareholding or guarantee in the case of a member of a company. Every person or body has unlimited liability for their acts, debts or omissions unless prior steps have been taken to limit that liability, either generally (e.g. by incorporation with limited liability) or specifically e.g. by terms in a contract or governing instrument). Listening is important at all stages of the participation process:
See also Communication. That amount by which a trading organisation's expenditure exceeds its income in a given accounting period. See also deficit. The greater number, i.e. more than half, e.g. of those present and casting a vote at a meeting or in a ballot or poll. The majority required for the passing of any resolution may be specified in the governing document (or elsewhere, eg legislation in the case of a company) as, say, two-thirds or three-fourths: i.e. at least two-thirds or three-quarters of those voting must be in favour of the motion. If not so specified, in common law a "bare numerical preponderancy" i.e. a simple majority of at least one more vote one side that on the other, is sufficient to determine the question. In the case of equality of votes, there may be provision for a casting vote. Also, the condition of being an adult, i.e. currently a person over the age 18 years, the age of legal majority. A person under the age of 18 years is in law a minor (or infant, the terms are interchangeable). Malfeasance is the doing of an unlawful act, especially by a public official. Misfeasance is either the improper or negligent doing of an act which is lawful in itself, e.g. a legal act done in an illegal way. An assembly of (at least two) persons. Business meetings of organisations are usually governed by rules contained in the governing document or in regulations or standing orders specific to that meeting or kind of meeting. Meetings of certain kinds of organisations may be regulated by statute law (e.g. companies) and common law may extend to the regulation of those meetings the purpose of which 'is either the consideration of matters of general public concern, or the administration of material affairs affecting local or private interests held in common by members of those assemblies.' (Shaw) For common law purposes, meetings have been defined as -
Meetings are at the heart of participation processes, whether social get-togethers, committees , workshops, or public meetings. Meetings checklist For effective meetings, consider: · The style of the meeting. If it is to be a creative workshop rather than a committee, make sure people know that in advance. · An accessible venue (public transport, disabled access). · Child care (crèche, financial assistance). · What information and notice is appropriate beforehand. In general, provide papers with options for formal meetings, but only an outline of the aims for a workshop so that people are spontaneous. · Any aids you will need: charts, projectors etc. · The layout of the room, and scope for breaking into small groups. Avoid a platform and lecture-style seating if possible. · Good management of the meeting itself : see committees, public meetings, workshops. Follow up to make sure that action has been taken and to inform people of the outcome. Those persons who are subscribers to the governing document or rules of a group or organisation and have been accepted by the group or organisation as participants in its affairs. Membership may be attained in various ways, dependent upon the governing document or rules, e.g. conferred by invitation; granted upon application; acquired (or available) as of right by residence or other qualifications, and may be conditional, e.g. on the payment of a fee or subscription. Each member of a company is required by law to agree in writing to becoming a member, and companies are required to keep a register of members showing when they became members and when they ceased to be members. Each member of an industrial & provident society must buy or hold at least one share in the society. The members of a company and of an industrial & provident society and of most unincorporated associations are ultimately the owners of the organisation. This is also the case in a members' club but not in the case of a proprietary club, where the 'members' are merely customers. Membership of an organisation is a contract between the individual member and the organisation itself (if corporate), or between its members, one with another, in the case of an unincorporated association. The terms of the contract are the provisions of the governing document, if any - but may be inferred from the actions of the members if no such document exists. That part of the governing document of a company (the Memorandum & articles of Association) which sets out the type of company; its name; whether the registered office is to be located in England and Wales, or Scotland; its objects and powers; the terms of the guarantee or shareholding and whether or not it may distribute profits, as appropriate; and the provisions governing its winding up. The content and general form of the Memorandum of Association are set out in the Companies Acts. The Memorandum enshrines the fundamental nature of the company and the Articles contain the rules for its management. Either can be altered by a special resolution of the company, but the Memorandum is more difficult to alter: more of its content is prescribed by the Companies Acts and, in particular, the objects (and certain other provisions) of company which is also a registered charity can only be changed with the approval of the charity commission. The methods for participation featured in this guide fall under three main heads: Any person under the age of 18 years is currently in law a Minor (or infant, the terms are interchangeable) and deemed not fully capable of managing their own affairs. In particular, most contracts entered into by minors are either unenforceable or 'voidable' i.e. minors (or their representatives) can repudiate them. Arising from the general position of minors, although there is no general legal bar (and there are specific exceptions, see below) there is a presumption against a person under 18 years being a full (voting) member of an organisation. If membership of minors is required it will usually need to be as a separate, junior, class without the normal right to vote. Similarly, there is an inference that it is inappropriate for a person not fully capable of managing their own affairs to be a member of a governing body responsible for managing the affairs of others. Therefore, if a junior class of members is to be represented on the governing body its representative, if with the power to vote should, in general, be adult. Exceptions to the above include -
The formal record of any meeting recording, as an essential minimum, the date of the meeting; the names of those present; and the decisions made. Other details which are commonly recorded are, e.g. the names of the chair and other officers present; the general nature of the discussion. In large or public meetings the number (or an estimate of the number) may be a sufficient record, rather than the names of all those present. Minutes should be signed by the Chair of the meeting at which they are taken, or the Chair of the meeting (usually the next meeting in the series) at which they are approved. If any minute is incorrect the agreed alteration should be noted (and initialled) on the minutes at the time of approval (and recorded in the minutes of the meeting at which the alteration is made). The minutes should then be kept safe but accessible and secure from tampering. The traditional bound Minute Book is now often replaced by a loose leaf file, in which case each page of minutes should be numbered consecutively and each page should be initialled by the signing Chair. MOTION A motion proposed from the chair does not, by custom, require a seconder. Literally, 'after making the necessary changes' - in the sense that, e.g. the rules set out for one kind of meeting may be applied to another kind mutatis mutandis, i.e. with the necessary (implicitly minor) changes - a labour saving drafting device to be used with caution, and only after thinking through the full implications. Example: Clauses 11.3 and 11.4 hereof shall apply mutatis mutandis in the case of a Special Public Meeting as to the Annual Public Meeting. Negotiation is 'a back-and-forth' communication designed to reach an agreement when you and the other side have some interests that are shared and others that are opposed.' (Getting to Yes).
Literally, 'to name' - e.g. to put forward the name of a person for membership of some organisation or body. Usually a nomination for election also requires 'seconding' i.e. a second person (a seconder) to support the nomination of the person (the nominee) - and also the agreement of the nominee. Nominate is also used in the sense of appoint where, e.g. a person or body has the right to nominate (or appoint) a person or persons as members of another body. For example, the membership of a committee may include (as well as elected members) members appointed (or nominated) by some outside body. Alternatively, not-for-profit, non-profit distributing, non-profit-making - terms used commonly and indiscriminately to describe an organisation which either -
Although in practice both conditions will often apply (e.g. to all charities) an associated trading company may be 'for profit' but with power to 'distribute' only to the charity, probably under a covenant (e.g. a fund raising subsidiary). Alternatively, the associated trading company may be 'not-for-profit' if established primarily to provide a service (e.g. a campaigning subsidiary).
The document issued giving the date, time, place and business of a meeting, but which may include other information about the meeting. The notice may also be the agenda for the meeting; and, alternatively, The form and period of notice required for a meeting is usually set out in the governing document of an organisation or in rules governing a meeting, but may be established by custom or usage. Failure to abide by the set procedure may mean that the meeting is not duly convened and hence invalid. - special notice: the Companies Acts require special periods of notice to be given to the members of a company for certain types of general meeting and resolution. NOVATION The statement, usually included in the GOVERNING DOCUMENT, of the purposes for which an organisation is established, also referred to as 'aims and objects' or 'purposes' etc. In the case of a CHARITY the objects must be wholly charitable: in other cases the objects may include any purpose which is not itself illegal. The POWERS of an organisation may only be used to further its stated objects, whether these cover a wide range or are narrowly defined. A person who may be entitled or invited to attend a MEETING to observe the proceedings but without entitlement to participate further unless permitted to do so by the CHAIR. A person holding a position within an organisation, either -
OFFICIAL CUSTODIAN (FOR CHARITIES) An officer of the CHARITY COMMISSION established as a CORPORATION sole to hold (but not to manage) investments and land on behalf of the trustees of charities. The functions of the Official Custodian have been reduced by the Charities Act 1992. Most investments (other than land) are being returned to the charity trustees in a process known as 'divestment'. The Official Custodian will continue to hold investments in land and will also hold other investments when required to do so for their protection. The stake that people have in an idea, a project or an organisation is fundamental to their commitment. `Not invented here' is a powerful block to gaining people's involvement - whether they are councillors, officers, professionals, business people or residents. For that reason early brainstorming workshops, where everyone has a chance to contribute ideas, are important. Participation is used here to describe a process by which individuals, groups and organisations are consulted about or have the opportunity to become actively involved in a project or programme of activity. A person or body who 'takes part' - especially one who is a 'party' to an agreement or contract. For example, a buyer and a seller; a lender and a hirer; and employer and an employee are each a 'party' to their respective agreements. A person who aids, sponsors or supports, e.g. a charity, either financially or by lending his/her name to be emblazoned on the letterhead etc, as a means of enhancing the clout, credibility or standing of the organisation. Concerning, or relating to, money. Thus 'pecuniary BENEFIT' is a monetary one, or one which can be valued in money terms. That part, if any, of the property of a CHARITY which, either under the terms of the trusts of the charity (usually expressed in its GOVERNING DOCUMENT) or by virtue of the terms upon which it was received, cannot be spent. Only the income arising from a permanent endowment may be spent - and then only in accordance with the terms of the endowment. A permanent endowment may consist of land or buildings, investments or cash (and is sometimes referred to, unhelpfully, as CAPITAL). A permanent endowment is a particular kind of restricted fund, i.e. a fund subject to restrictions imposed by the donor and binding on the TRUSTEEs: all other charitable funds are unrestricted (i.e. expendable by the trustees on the general purposes of the charity) although some may be designated funds, i.e. earmarked for specific purposes at the discretion of the trustees. Refers to an individual, as a member of a group or organisation, as distinct from the body of which the individual may be a member, e.g. personal LIABILITY is a liability laid on the individual rather than the group or organisation - see also JOINTLY & SEVERALLY/SEPARATELY. Refers also to 'goods and chattels' e.g. 'personal PROPERTY' which is property other than (strictly freehold) land. Planning for Real is a powerful technique for involving individuals and groups in decisions about their neighbourhood, a site or building by producing a three-dimensional model. The Neighbourhood Initiatives Foundation has produced a pack for the three-stage process:
Small groups concerned with specific issues re-arrange suggestions and negotiate with other groups. An action plan is produced. Planning for Real and similar model-based techniques can be very effective in involving people because they allow 'hands on' responses, do not rely on written material, and give everyone a say. If the technique is to be used honestly - rather than to create false expectations - it is important that:
See also Design Game, Structures and the book Creating Involvement for a longer discussion. POLL All persons present at the meeting, (or in the case of poll conducted at some later time, all those persons who were entitled to be present and vote), may participate in a poll. In a poll (unlike a SHOW OF HANDS) a person may (if the GOVERNING INSTRUMENT permits) cast more than one vote when acting, e.g. as a PROXY, or in a PERSONAL and also a REPRESENTATIVE capacity. In common law a poll may, (unless excluded or otherwise provided for by the rules governing the meeting), be demanded by any one member on any question, either instead of, e.g. a show of hands or if the outcome of the original vote is uncertain or challenged. A poll must be demanded immediately and if possible should be taken immediately (if necessary by adjourning the meeting). The taking of the poll may, however, be deferred to another time and place. Even if the poll is taken at that same meeting, the meeting may go on to deal with other business before or during the taking of the poll. It is the responsibility of the CHAIR to see that the poll is conducted properly. The result of the poll is regarded as the decision of the meeting at which it was demanded. Those actions which an organisation has authority to carry out in furtherance of its OBJECTS. Clauses in GOVERNING DOCUMENTs specifying 'powers' vary from the non- existent, (because it may be inferred that all the powers necessary are available under the general law); to a general 'catch-all' clause. Example: To further the Objects, but for no other purpose, the Society shall have the power to do all lawful things necessary for their attainment. Some governing documents contain a lengthy listing of many separate powers but usually concluding with a version of the 'catch-all' provision. Example: To do all other lawful things necessary for the furtherance of the Objects. Powers clauses may differentiate between those exercisable by the GOVERNING BODY and those pertaining to the MEMBERS in GENERAL MEETING. The powers of some organisations and their governing bodies, in particular the TRUSTEEs of charities and the DIRECTORs of companies, are circumscribed by statute and, particularly in the case of charities, certain powers relating to holding and disposing of land and investments are only available if explicitly granted by the governing document and may even then subject to the supervision of the CHARITY COMMISSION. Literally, the person who presides at meetings, etc. An OFFICER, almost invariably HONORARY, in an organisation, often (but not necessarily) largely ceremonial and carrying only nominal duties, sometimes held EX OFFICIO, i.e. by virtue of the holding of some other (perhaps civic) office. The advice in this guide is based on the following principles:
Print is not always the most effective means of communication, but it is important everything of importance is written down and appropriate material is freely available. Among the print methods you may use are:
Checklist In preparing print consider:
That amount by which a TRADING organisation's INCOME exceeds its EXPENDITURE in a given ACCOUNTING PERIOD. See also SURPLUS. Generally available for use or distribution at the discretion of the organisation, but in the case of a trading company associated with a CHARITY the profit will in most cases have been COVENENTed to the charity. In the case of NOT-FOR-PROFIT organisations the term SURPLUS is more commonly used for any excess of income over expenditure. Generally, to encourage the existence of, or further the progress of, some activity, aim, purpose or OBJECT. - In particular 'promoters' refers to those persons who set out to establish a CHARITY, COMPANY or other organisation. That which can be owned and sold: legally of two kinds -
PROXY Such authority may be general (e.g. covering all questions at a particular meeting, or at any meeting) or restricted (e.g. to certain questions or certain meetings only). The term 'proxy' is used also to refer to the agent exercising the authority. In the case of a COMPANY limited by shares, proxy voting is permitted by the Companies Acts unless specifically excluded by the ARTICLES OF ASSOCIATION. In companies limited by guarantee, there is no right to a proxy vote unless such a right is included in the Articles. With all other bodies as well, proxy votes may only be cast if the rules governing the meeting explicitly provide for their use: there is no common law right to vote by proxy. The rules governing the use of proxy votes must be carefully followed. A proxy may only cast one vote on a SHOW OF HANDS (even though also entitled to a vote in their own right) but may cast both PERSONAL and proxy votes in a POLL. The authority conferred by a proxy may be revoked at any time before it is exercised. Used to introduce a qualifying provision following a general statement (see also SAVE/SAVING THAT and SUBJECT TO) - often capitalised for emphasis. Example: To raise funds and to invite and receive contributions provided that in raising funds the Charity shall not undertake any substantial trading activities and shall conform to any relevant statutory regulations.
Sometimes in the form 'provided always' or 'provided always that' - but serving the same purpose. A company limited by shares and which states in its MEMORANDUM OF ASSOCIATION that it is a public company. Any other company is a private company, e.g. a COMPANY LIMITED BY GUARANTEE. Although widely used, public meetings are not the most effective method of involving people. While they may be useful giving information, and gaining support around a clear-cut issue, they are poor vehicles for debate and decision-making. Classic public meetings with a platform party can easily be dominated by a small number of people, and become stage sets for confrontation. Checklist If you do hold a public meeting:
Literally 'of whom' - used to indicate the number or proportion of the MEMBERS of a body required to be present in order that it can formally meet or legally act. The number or proportion is usually laid down in the GOVERNING INSTRUMENT. - QUORATE - of a meeting, indicating that sufficient members are present to constitute a quorum. - INQUORATE - of a meeting, indicating that insufficient members are present to constitute a quorum. 'Quorate' and 'inquorate' are recent derivatives of 'quorum' first recorded in 1969 and 1974 respectively, whilst 'quorum' itself has been in use since 1455 (OED). All are generally treated as English words. The adoption or confirmation by a body of actions taken or decisions made, with or without prior authority, by another body or person on its behalf. To make real, in the sense of converting assets in the form of, e.g. goods, promises or shares, into money: to realise the value of, i.e. to replace such an asset with its equivalent value in money. A statement detailing the monies actually received and payments actually made by an organisation during a specified ACCOUNTING PERIOD: see also INCOME & EXPENDITURE ACCOUNT. A receipts and payments account is concerned only with money which actually changes hands during the period, whereas an income and expenditure account is concerned with all money relating to the period, whether or not actually changing hands during the period. The official address of a COMPANY or of an INDUSTRIAL & PROVIDENT SOCIETY. The address, required to be registered with the REGISTRAR OF COMPANIES or of FRIENDLY SOCIETIES, as appropriate to which communications with the company or society may be sent. The registered office is not necessarily a place where the company or society does business (for example, the registered office of a commercial company is often the office of its solicitor or accountant) although certain documents must usually be kept there, e.g. the register of members. In exceptionally sensitive cases, e.g. a women's refuge, a PO Box Number may be accepted as the registered office address. A COMPANY is required to keep registers of its MEMBERS; of its DIRECTORS and SECRETARIES; and of CHARGES on its property.
REGISTRAR OF COMPANIES
REGISTRY OF FRIENDLY SOCIETIES Although established originally as the regulatory body for FRIENDLY SOCIETIES, the Registry's role has been extended to include the registration and supervision of INDUSTRIAL & PROVIDENT SOCIETIES and of CREDIT UNIONs. Sometimes used as the title of what is in fact the GOVERNING DOCUMENT of an organisation (as is RULES in the case of an INDUSTRIAL & PROVIDENT SOCIETY) but otherwise usually refers to separate provisions for the management or operation of the organisation, made under general or specific POWERS contained in the governing document. See also BYE-LAW/BYLAW/BYELAW and STANDING ORDERS. Matters often covered by regulations include: details of the admission of members; details of election procedure; the behaviour of members; the use of equipment and/or premises etc. Payment for work or service. The conventional way to address accountability is to elect or appoint people from different interest groups to the partnership or other structure. This may not be appropriate where the focus is on delivering a number of short-term projects through a network approach. Instead aim for community involvement to ensure those interested have a say and/or play a part. A person appointed to act on behalf of organisation, e.g. organisations which are themselves members of another organisation are usually required to appoint a representative to act on their behalf in exercising the rights of membership. It is usually held that the representative of an organisation is entitled (or expected) to exercise judgment and discretion on its behalf, as distinct from a DELEGATE who may be instructed by the organisation how to act or vote. For example, the constitutional position of Members of Parliament is, in these terms, that of a 'representative' rather than a 'delegate'. Rather than allowing the authority of a representative to be inferred from the term used, it is preferable that the explicit requirements should be set out by the appointing body. However, when the appointment is to the GOVERNING BODY of another organisation the duty of care of the person appointed is to act in the best interest of the body to which the appointment is made rather than that of the appointing body. One tenth of the MEMBERS of a COMPANY who have the right to VOTE have the statutory right to require its DIRECTORs to CONVENE an Extraordinary GENERAL MEETING by giving NOTICE in accordance with the requirements of the Companies Acts. The 'requisitionists' are those members who, on a specific occasion, exercise their right to 'requisition' a meeting. A corresponding provision, giving a body of members of an ASSOCIATION the right to require the convening of a Special GENERAL MEETING, is often found in the GOVERNING DOCUMENT of UNINCORPORATED ASSOCIATIONS. Funds accumulated by an organisation, whether by retaining sums from previous PROFIT or otherwise, and set aside for investment, the finance of development or expansion, or as provision against future leaner years. A CHARITY in particular is not entitled simply to accumulate 'reserves' unless they are genuinely held for a specific purpose. The first duty of a charity is to use its resources to further its OBJECTS or the welfare of its BENEFICIARIES. The formal decision made by the MAJORITY of the MEMBERS present at a meeting on a MOTION proposed, and (usually) SECONDED, to the meeting. - ELECTIVE RESOLUTION: a resolution of a GENERAL MEETING of COMPANY which under the Companies Acts enables a company to dispense with certain requirements of the Acts. The notice to be given (21 days) and the required majority in favour (100%) are controlled by the Acts. - EXTRAORDINARY RESOLUTION: a RESOLUTION of a GENERAL MEETING of a COMPANY required under the Companies Acts for certain types of decision. The notice to be given (14 days) and the required majority in favour (3/4) are controlled by the Acts. - ORDINARY RESOLUTION: a RESOLUTION of a GENERAL MEETING of a COMPANY required under the Companies Acts for all the common business decisions, of which notice of the meeting only, not of the resolution, is required and only a simple majority in favour is necessary. - SPECIAL RESOLUTION: a RESOLUTION of a GENERAL MEETING of a COMPANY required under the Companies Acts for certain types of decision. The notice to be given (21 days) and the required majority in favour (3/4) are controlled by the Acts.
In a participation process you may need two sets of resources: first the skills, money and equipment to run the process, and second, the resources for any project or organisation that develops from the process. Income received (or due to be received) in an ACCOUNTING PERIOD. It is distinguished from CAPITAL or PERMANENT ENDOWMENT, because it is available to be spent for the purposes of an organisation. One of the many benefits of working in a group is to be able to share responsibilities with different people undertaking different parts of the work. You may all want to have an equal say, but even groups that work as collectives find it easier to have different individuals taking responsibility for co-ordinating a particular area of work. Whilst every organisation has different needs and different roles, the following checklist may be useful. Group roles checklist
You may want to rotate some of these roles around the group. The business which is usually transacted at an ANNUAL GENERAL MEETING (particularly of a COMPANY), which may comprise consideration of the ACCOUNTS and BALANCE SHEET, reports of the DIRECTORs and AUDITORs, the appointment of the auditors and the fixing of their remuneration, and the ELECTION of,e.g.Directors if required. The GOVERNING DOCUMENT of an INDUSTRIAL & PROVIDENT SOCIETY or of a FRIENDLY SOCIETY. See also REGULATIONS. Used to introduce an exception following a general statement (see also PROVIDED THAT and SUBJECT TO) - often capitalised for emphasis. Example: Each member shall have one vote only, SAVING THAT in the event of an equality of votes the Chair may exercise a second, or casting vote.
SCHEME Originally, and still, a wax impression attached to a document in order to authenticate it - but also refers to -
In most cases a MOTION put to a meeting or the NOMINATION of a candidate for election will require a second person to indicate support for the proposal, i.e. to 'second' it. Until it is 'seconded' the CHAIR will normally not put the proposal to the meeting. Proposals made from the CHAIR, and motions and nominations made by the GOVERNING BODY of an organisations are commonly exceptions to the need for 'seconding'. The person (usually one of the HONORARY OFFICERs) who commonly transacts business on behalf of an organisation, with duties which may include, e.g. dealing with correspondence, taking MINUTES of meetings, compiling agendas, issuing NOTICEs and keeping the organisation's records. See also COMPANY SECRETARY.
SECURITY
SHADOW DIRECTOR The total amount of money for which a company may issue its shares. Shares may be fully paid (>i.e. the total nominal value is paid); partly paid (i.e. only some of the nominal value has been paid); or totally unpaid (i.e. unissued). A method of taking the VOTE at a meeting in response to the Chair's request in some such form as 'All those in favour (or against) please signify (by raising their right hands)'. In common law (but subject to the rules of the particular meeting) every person present at a meeting is entitled to one vote. The decision of the meeting is declared by the Chair on the basis of a (more or less accurate) count of the hands shown. If the outcome is unclear or challenged a POLL may in common law be demanded (but again subject to the rules of the meeting). In a show of hands, only persons present may vote, and then only in their own right, even though they may be attending both in their own right and in a REPRESENTATIVE or PROXY capacity. The way in which a DEED may be EXECUTED:
Essentially, actions done and statements made in such a manner as to clearly indicate an intention to be bound by the terms of the document. DEEDs of COVENANT and TRUST deeds no longer need to be executed in this way, but merely 'signed as a deed' and witnessed. Literally, 'without day' i.e. indefinitely - used to indicate that no date has been set. For example, a meeting is ADJOURNedsine die if no date is fixed for its resumption. You may need to look no further than your own group for the expertise you need for your project or campaign. Auditing skills In order to find out what talent you have:
3 Pull your ideas together, and for each item list:
An ASSOCIATION often (but not always) for educational or recreational purposes. The term does not define of the legal status of an organisation which may be, for example a CLUB, COMPANY, TRUST, or UNINCORPORATED ASSOCIATION.
Stakeholders are those who have an interest in what you are or may be doing, because they will be affected or may have some influence. For example:
A tax payable on certain legal documents (e.g. conveyances, Deeds of Trust) which may be either at a fixed rate or ad valorem - i.e. proportionate to the value of the transaction represented in the document. There are time limits within which documents must be stamped and un-stamped or inadequately stamped documents may not be legally enforceable. Stamp Duty is collected by the Inland Revenue under the terms of successive Finance Acts. The term used for REGULATIONS or rules governing, in particular, the conduct of meetings, but sometimes used to refer to rules covering other areas of an organisation's activities. Standing Orders for meetings are usually adopted by the meeting itself and might, for example, provide for matters such as
They may also provide for many other matters of procedure, but must be consistent with the provisions of the GOVERNING DOCUMENT.
If you really want to involve as many people as possible, you have to go to them rather than expect them to come to you. That means: Going to their place rather than yours - homes, clubs, pubs, churches, mosques, Chambers of Commerce. Starting with other people's concerns rather than your own.
Literally 'the present state of affairs' - status quo; 'the state of affairs at some past time' - status quo ante: a common Latinism, often misused and best avoided, even at the cost of a few additional words. Referring to the body of law deriving its authority from Acts of Parliament, as distinct from common law, which is that deriving authority through the courts from custom, usage, practice and precedent. Referring to bodies established by statute and/or having statutory powers, including central government departments, local government, and quasi-governmental agencies.
People need to experience some benefit or encouragement if they are to stay involved. The study Limbering Up found people stopped being involved because of:
They were encouraged by:
Used to introduce a qualification to a general statement (see also PROVIDED THAT and SAVE/ SAVING THAT) - often capitalised for emphasis. Example: SUBJECT TO such consents as may be required by law to sell, lease or otherwise dispose of or mortgage any such real or personal estate.
Those persons who 'subscribe' - i.e. give a donation to, an appeal, cause or organisation. Those persons who 'subscribe' - i.e. sign, a MEMORANDUM & ARTICLES OF ASSOCIATION as being 'desirous' of setting-up a COMPANY, and thus becoming its first members. In the case of a company limited by shares the subscribers could be the first shareholders; in the case of company limited by guarantee they would be the first guarantors. Literally, 'of his own right' - used to describe the status of a person who is adult and is legally capable of managing their own affairs. By contrast, a MINOR, (and a person of 'unsound mind') is not sui juris, i.e. is judged incapable of managing their own affairs and, in consequence, those of others. That amount by which the INCOME of a NOT-FOR-PROFIT organisation exceeds its EXPENDITURE in a given ACCOUNTING PERIOD. See also PROFIT. Surveys provide an important starting point for participation processes. Whether they enable people to participate significantly in decision making, and subsequent action, depends very much on the way they are done:
See the book Creating Involvement for discussion of these and other survey techniques. See also Parish Maps, Priority Search, Village Appraisals. SWOT stands for Strengths, Weaknesses, Opportunities and Threats. It's a good technique to start planning a partnership. Using SWOT When you are clear what your aim is:
A statement of the purposes and powers of a subsidiary body, e.g. COMMITTEE, sub-committee, working party etc. Terms of Reference are usually determined by the appointing body and might provide for any of the matters normally included in either a CONSTITUTION or in STANDING ORDERS, as may be appropriate in the particular circumstances. A bit of legalistic jargon which is used for brevity to refer to the document within which the words themselves appear. For example, 'these presents' might be used in the MEMORANDUM AND ARTICLES OF ASSOCIATION of a COMPANY to avoid repetition of the whole title. Literally, 'wrong, injustice' - a wrongful act or omission (other than a wrong which is only a breach of contract) for which the remedy is a common law action for damages. The term 'tortious' refers to an act or omission having the nature of a tort. Business activity relating to the exchange of goods or services for a CONSIDERATION, usually money - and usually with the intention of making a PROFIT or SURPLUS. The GOVERNING DOCUMENT of a CHARITY often contains a proviso excluding 'permanent trading in the raising of funds' but charities may properly engage in trade in the following circumstances -
The interpretation is that a small amount of 'occasional trading' may be permissible, but that if 'trading' becomes more than a minor, ancillary, part of a charity's fund raising activities it will not be acceptable. Such a proviso against 'trading' does not prevent a charity making reasonable charges for the services which it legitimately provides in furtherance of its OBJECTS. Neither does it preclude the sale of goods given to the charity, which is regarded not as 'trading' but as simply an action to REALISE the value of, ie to turn into money, gifts of goods. The whole area of 'charity trading' is complex and specialist advice should be sought before embarking on other than occasional fund-raising activities. Refers to a SECURITY in a form such as 'bearer bonds', 'bearer shares' or other 'negotiable instruments' which are of value in the hands of the person holding them without either notification to the person liable thereon, or registration with the COMPANY as is the case with ordinary share holdings etc. The person (usually one of the HONORARY OFFICERs) who manages an organisation's financial affairs and records, and the preparation of its ACCOUNTS on behalf of its GOVERNING BODY. A body CORPORATE enabled by statute to conduct trustee business, usually a PUBLIC COMPANY, but also includes the Treasury Solicitor, the Attorney General and the Public Trustee each of which is a 'CORPORATION sole'. Trust is a term rather loosely used for different types of organisations. When lawyers use 'Trust' they may mean a legal arrangement created through a Trust deed in which trustees are bound to use funds provided by a benefactor to assist beneficiaries. Trust is also used in the title of various partnership organisations like Development Trusts and community trusts. Here it does not a have a strict legal meaning, but usually implies that the organisation is a charitable company or has charitable purposes. Generally, one who holds and/or manages (or who shares in the holding and/or managing of) property for another person or persons or for a charitable purpose. The following specific kinds of trustee may be distinguished : - CHARITY TRUSTEES: defined in the Charities Act 1993 at S97 thus - "the persons having the general control and management of the administration of a charity" -i.e. the members of its GOVERNING BODY - the general or main COMMITTEE or its equivalent. - CUSTODIAN TRUSTEE: an office under the Public Trustee Act 1906, usually a TRUST CORPORATION or public official who may, for greater security and convenience have custody of property on behalf of another - see also HOLDING TRUSTEES. - HOLDING TRUSTEES: persons usually appointed by, but not being members of, the GOVERNING BODY of an UNINCORPORATED ASSOCIATION merely to hold property on its behalf, the responsibilities for the management of the property remaining with the appointing body. - JUDICIAL TRUSTEE: a trustee (in practice the Public Trustee) appointed by a court and who is thereby an officer of the court. - PUBLIC TRUSTEE: an office established as a CORPORATION sole to act as custodian, judicial or ordinary trustee, either alone or with others. The Public Trustee has a duty to administer small estates (except for good reason) - but is barred from administering charitable or religious trusts. All those ASSETS, whether in money or money's worth (investments, property etc) held by TRUSTEEs in TRUST under the terms of, and for the purposes specified in, the GOVERNING INSTRUMENT. Literally, 'beyond legal authority' - said of an action or decision by or on behalf of an body which was not properly within its powers to do or take. Such actions may incur LIABILITY on the part of the body or persons involved - even where liability is, in general, limited. (The converse - i.e. 'within legal authority' - is intra vires.) An INSTRUMENT which is merely signed, or signed and witnessed, to signify the agreement of one or more PARTY - as distinct from its being UNDER SEAL. See also SIGNED, SEALED AND DELIVERED. An INSTRUMENT to which is affixed, e.g. the SEAL of a COMPANY (or other body) to signify the agreement of one or more PARTY - as distinct from being UNDER HAND. See also SIGNED, SEALED AND DELIVERED. An unincorporated association of persons bound together by identifiable rules and having identifiable MEMBERS but which is not a CORPORATE body. An unincorporated association has no legal existence apart from the members of which it is composed. No separate legal organisation comes into existence on the formation of an unincorporated association: there are, however, legal consequences,e.g. -
Membership of an association provides no protection to the individual and may, in practice, expose the member (particularly a member who is a member of its GOVERNING BODY) to additional LIABILITY - for example to PERSONAL LIABILITY for a contract entered into on behalf of the association. Values are statements of what we consider important. Since they may be emotive, political, and difficult to express, they are frequently hidden. However it is difficult to understand each other or reach agreement if we are unclear about values. For example, council officers faced with a tight project timetable may be frustrated by a community group which insists on numerous meetings, held in the evenings, leading to the appointment of a representative steering group. The officers value cost-effective delivery of 'product' acceptable to their political masters and the Government; the group values openness and democratic process. In groups where there may be underlying differences of values it is often most productive to concentrate first on what there is in common by discussing outcomes - what you would like to happen at the end of the day - and how you can get there. To put into legal possession (but not necessarily ownership) of, e.g. authority, honours, PROPERTY. Literally, 'serving in the place of' - one whose duties include taking the place of another in that person's absence. Often used synonymously with DEPUTY, e.g. Deputy Chair. This is a technique promoted by ACRE - Action for Communities in Rural England - through which local people use surveys to take stock of village life and encourage action by both volunteers and local authorities. A format has been established for local residents to carry out surveys of the services and facilities in rural areas, and there is computer software available. ACRE suggest a 12 stage process to use this:
Contact ACRE for further information. By choice, freely: implying action without compulsion, obligation or (usually) reward. An indication of choice or opinion on a question: the means by which the opinion or decision of a meeting is determined by counting the demonstrated or recorded opinions of the persons present to discover the MAJORITY view. Votes may be cast by, e.g. BALLOT (as in a General Election), POLL (of which the Parliamentary 'division' is a kind) or (perhaps most commonly) SHOW OF HANDS, and (also as in Parliament) by voice - Ayes and Noes in the Commons, Contents and Not Contents in the Lords: see also CONSENSUS. Closing down and settling the affairs of, in particular, a CORPORATE body by identifying all its ASSETS, converting them into cash, settling its LIABILITIES, and distributing any surplus remaining, by reference to the requirements of the MEMORANDUM & ARTICLES of ASSOCIATION and the Companies Acts, or the RULES and the Industrial & Provident Societies Acts, as appropriate. In the case of an UNINCORPORATED body the process is usually referred to as DISSOLUTION and should follow the provisions of the GOVERNING DOCUMENT. If the governing document contains no provision for dissolution it may be necessary to amend it to add the necessary powers. In the case of a CHARITY, the winding up or dissolution should be overseen by, or reported to, the CHARITY COMMISSION. If the governing document contains no provision for dissolution it may be necessary to apply to the Charity Commission for a SCHEME. A bit of legal jargon: a phrase which is used to enable parties to propose terms (e.g. of a proposed contract or in settlement of a dispute) without either loss of rights or admission of liability. A document so headed is not admissible in evidence in any court action without the consent of both parties. A working group is a small group set up with a specific task to complete, with members chosen for their appropriate skills. Working groups are a good way of making sure interested people can get involved and make a contribution. In setting up working groups:
Workshops are meetings at which a small group, perhaps aided by a facilitator, explore issues, develop ideas and make decisions. They are the less formal and creative counterpart to public meetings and committees. Workshop guidelines When running a workshop session:
Source Charles Ritchie, CORU.
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