The good news is that Republic has been growing in reach and profile over the past couple of years, well beyond where we've ever been before.
The monarchy is increasingly becoming a contentious issue and support for abolition is now up at around a third. Support for the royals has dropped a lot, often below half the country.
All this means we have to be keenly aware of any risks or pitfalls that might derail the campaign. That includes ensuring our internal rules and governance protect us from disruption or bad-faith actors wishing to cause trouble.
For instance, we are keenly aware there are a growing number of people on the far-right who are anti-monarchy. Republic has a clear set of principles that does not permit such people to join or be part of the campaign. Yet we have few real barriers to entry to the board of directors.
Recently there has also been some disagreement about the interpretation of the rules regarding elections to the board. While the board is happy that Republic has acted in good faith and in line with our existing constitution, it is necessary to clarify and improve our rules and help us avoid unnecessary disruption.
By adopting these simple amendments we strengthen the integrity of the organisation, protect Republic from disruptive elements and ensure members retain their rights to participate in the decision making of the organisation.
The board recommends a vote in favour of both motions.
These amendments are designed to:
- simplify and clarify the process of choosing board members and how they are then required to stand for re-election or retire.
- provide some limited checks and safeguards against disruptive elements joining the board, including those who would seek to deliberately undermine Republic's work.
- tidy up some small details for the sake of clarity and bringing the documents up to date.
Republic has two governing documents
Republic is technically made up of two organisations, a limited company and an unincorporated association. Only the board are members of the company, all Republic's members are members of the association. This provides some protection for our members and the company.
With this in mind there are two motions to vote on. Each motion covers a number of amendments, one to the Company Articles of Association (the constitution of the company) and the other covers amendments to the Constitution of the Association.
Both organisations are joined at the board level, as board members of the company must be committee members of the association and vice versa.
Motion 1: The EGM agrees to the amendments proposed to the Articles of Association of Republic Campaign Ltd.
Motion 2: The EGM agrees to the amendments proposed to the Constitution of Republic Campaign Association.
You can read the full copy of the Constitution and Articles, with proposed amendments in this pdf.
Proposed amendments to the Articles of Association of Republic Campaign Ltd:
1- Delete Article 2.6 (which defines the business of the AGM)
[Explainer: The AGM this article refers to is the AGM of the company, not the AGM that members attend later in the year. It is superfluous and confusing to duplicate this here when the members' AGM is dealt with in the Constitution of the association.]
2- Amend Article 3.2, which limits the size of the board, so that 'eighteen' is replaced with 'twelve'.
[Explainer: The board has had a long-standing policy of trying to keep the number of directors at around 10-12. It is proposed to formalise this as more than 12 directors is excessive and difficult to manage.]
3- Delete Article 3.4 (which deals with the rotation and re-election of directors)
[Explainer: The rotation of board members is dealt with in the Association's constitution and it is confusing and superfluous to duplicate it here. The membership of the board is defined more accurately in the next proposed amendment.]
4- Insert a new Article 3.4 which says "A director is appointed upon their election or co-option to the Executive Committee of the Association.
[Explainer: This reflects long-standing practice as elections and co-options are done as part of the Association.]
5- Add the following clauses to Article 3.6 (A person is ineligible for membership of the Board of directors):
3.6.2 if they have ceased to be a member of the board during the preceding 24 months.
3.6.2.1 but this Article does not apply if the person is recruited through cooption and has not been a director for more than six out of the preceding seven years.
3.6.3 if they are disqualified by the Act.
3.6.4 if they are disqualified by a resolution passed by at least seventy-five per cent of Directors present and voting at a meeting of the Directors including, without limitation, on the grounds there is a reasonable belief the person poses a risk to the integrity, reputation or operation of the Board or Company.
3.6.4.1 A resolution may only be passed if the Directors have invited the views of the person concerned and considered the matter in the light of any such views (but so that if any such views are not provided the Directors may pass a resolution under this Article).
3.6.6 if they hold another formal position within Republic other than member, whether voluntary or paid.
[Explainer: These clauses provide some protection against disruptive elements while leaving membership of the board open to members who wish to serve on the board in good faith.
The constitution already allows a vote of 75% of directors to remove someone from the board. This amendment allows a similar vote to stop someone joining the board who is likely to cause a serious risk to the organisation.
Republic already has a two-year rule for those who leave after serving their term limit. The board wishes to extend this to anyone who leaves, to minimise disruption and bad faith behaviour as well as ensure that people take seriously decisions to join and leave the board. The caveat allowing for co-option means the board can make allowances if there are good reasons for leaving (bereavement, illness etc). The board already has a policy in place allowing for maternity leave and breaks for serious illness.
The Act refers to whichever Companies Act is currently in force.]
6- In Article 3.7, which deals with co-options, delete ', but a co-opted Director holds office only until the next AGM.'
[Explainer: This puts all directors on an equal footing and simplifies the process of determining which directors are up for election at each AGM.]
7- In Article 4.3, (which deals with board decision making), add ', including email, ' after 'agreed by the Directors' [Explainer: this confirms long-standing practice.]
8- In Article 5.3, (which deals with delegation of authority), insert 'The CEO or' before 'committees consisting of...' [Explainer: This confirms long-standing practice.]
9- Amend the numbering of Articles where necessary.
Proposed amendments to the Constitution of Republic Campaign Association:
1- Add a new Clause 5.2: 'A person may only vote or propose a motion or amendment at a general meeting if they have been a member for more than sixty days.'
[Explainer: There have been occasions in the past where people have joined a day or two before the deadline for motions and have submitted a motion only to leave the membership after the AGM. This is designed to ensure AGM business is dealt with by members who are serious about supporting Republic.]
2- Delete the current Clause 5.2 (which sets the deadline for notifying business of an AGM) and insert a new Clause 5.3 that reads:
5.2 Notices and notifications should meet the following deadlines:
5.2.1 At least sixty days notice of a General Meeting must be given
5.2.2 A deadline for the submission of nominations and motions will be set by the
Executive Committee. This deadline must be no fewer than forty days prior to the
General Meeting.
5.2.3 Written notice to the members specifying the business to be transacted should
be given at least twenty-one days prior to the General Meeting.
[Explainer: These deadlines are already in the constitution but are dealt with in various different clauses. It is proposed we simplify this by putting them all into this one clause.]
3- In Clause 5.6 (which deals with Executive Committee decision making) insert '(or online)' after the two incidences where it says 'by post'.
[Explainer: This confirms existing practice in which 'post' is taken to include email.]
4- In Clause 5.7 (which sets the deadline for holding an AGM) delete 'which all Members are entitled to attend. At least 60 days' notice of the AGM must be given.
[Explainer: This is all dealt with in previous clauses and amendments.]
5- In Clause 5.8.3 (which includes elections in the business of an AGM) replace 'to replace those retiring from office under Clause 6.4, and to fill other vacancies' with 'as required'.
[Explainer: This simplifies the wording while the details are contained elsewhere.]
6- In Clause 5.8.4 (which includes motions in the AGM agenda) insert after 'on the agenda' the line 'in line with Standing Orders, at the behest of the Executive Committee or...' and delete ', which must be no fewer than forty days prior to the AGM'.
[Explainer: This confirms current practice and removes a deadline dealt with elsewhere.
7- In Clause 6.3 (which provides for annual elections to the Executive Committee) insert after 'Any member' the line 'eligible to serve on the board of the Company...' and delete ', but so that the deadline is no more than 60 days and no fewer than forty days prior to the AGM.'
[Explainer: This confirms current practice and removes reference to a deadline dealt with elsewhere.]
8- Replace the current Clause 6.4, (which deals with the rotation of elections to the board), with:
'At each election one third (or the number nearest one third) of the Executive Committee must face re-election or retire. The one third will be composed of those who have served the longest since last being co-opted or elected. The Chair will inform the Executive Committee which directors must face re-election or retire at the next election no fewer than sixty days prior to the AGM.
[Explainer: This clarifies the process for determining who is up for re-election or retirement at each AGM. If the number of directors is twelve then each year the four people who have served longest since last being elected or co-opted will be expected to either retire or stand for re-election. Current practice has worked for some time, but recently there has been some confusion and disagreement on the interpretation of the rules. These amendments leave no room for doubt and simplify the process.]
9- In Clause 6.6 delete 'but a co-opted Executive Committee member holds office only until the next AGM.'
[Explainer: This means all directors/EC members will have equal standing and will all be counted in the rotation of elections described in the new Clause 6.4. The aim of the constitution has always been to ensure only a third of directors can be changed in any one year, and these changes will ensure that's the case.]
10- In Clause 7.2 add after 'at the time' the line 'or five, whichever is greater'. [Explainer: This reflects the wording in the Company Articles.]
11- In Clause 7.3, after 'agreed by the Executive Committee' insert ', including email,'. [Explainer: This confirms long-standing practice.]
12- In Clause 7.5 delete
'but a resolution which is in writing and signed by all Members of the Executive Committee is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature'
[Explainer: This is superfluous and out-dated given the use of email.]
13- In Clause 8.2, (which deals with delegation of authority), after 'functions to' insert 'the CEO of the Company or to' [This confirms long-standing practice.]
14- In Clause 14.1 add an additional definition: 'board' means the Board of Directors of Republic Campaign Ltd
[Explainer: This simply clarifies a point that is already implied in the constitution.]
15- Amend the numbering of Clauses where necessary
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