Governance-FAQ

 

 

Yorkshire Quaker Governance Group

Questions asked by Friends

Questions have been grouped by subject in alphabetic order with responses shown
indented in italics.  Click on the list below to go straight to a subject.


Area meetings

Will AMs still happen?

Yes, but these will not be about charity
governance matters. AMs will focus on worship, witness, inreach and
outreach. For some of these subjects AMs will need to work with the
Trustees of the Charity.

How will the businesses run by Local Meetings
fit into the structure?

Local staff are currently employed by their
AM but the AM charities will be closed. Thus the staff will be
TUPE’d (with no change to their terms and conditions) across to the
Yorkshire Quakers charity. They will continue be supervised locally.
Employment policies will be agreed by the Trustees of the Charity in
consultation with those LMs that have staff and the staff will be
legally employed by the Charity.


Costs of running charity

How will we find this additional money?

The additional money (above the money
currently raised) could come from a combinations of donations and
mainly from better use of the considerable property assets. Some LMs
already use their premises well but others lack the resources to
enable them to maximise income. The combined assets of meeting
houses and other properties is substantial and ought to used for the
benefit of Yorkshire Quakers. Clearly the additional money needs to
be raised before it can be spent.

What is the £1.5m spent within the area
currently being spent on?

A detailed study needs to be done on the
income and expenditure of the seven AMs but it is not easy as
accounts are reported in different ways – for good historic reasons.
Expenditure includes donations to B
ritain Yearly Meeting,
outreach funding, grants for in-reach and staff costs. But the bulk
of expenditure seems to be on premises matters. These are generally
done when LMs discern the need but do not generally follow an AM
properties strategy. There ought to be opportunities for more
focused and sustainable expenditure on buildings.

How would the extra £100,000 be split between
the seven AMs? Would it be split equally?

If the extra costs were to support central
costs (staff and premises) then they would likely be split according
to proportions of membership numbers. This is a well tried and
tested method which has been used for decades. However there are
other ways of doing this; for example on the basis of income if some
area has high income but low membership numbers.

Can we have a breakdown of the £100,000?

This sum is the projected extra costs. It is early days so the
following is a very rough breakdown. There could be three areas of
new expenditure: (1) central staff to do the administrative tasks;
(2) financial arrangements, including staff and charges for software
and charges; (3) premises management using a combination of
professional advice and paid staff. Roughly there might be an even
split between the three areas.

Observing the
fact that the proposal thinks there will be increased ongoing costs,
has thought been given to potential cost savings to put into the
equation?

Good point. The Group adopted a relatively pessimistic approach to
assessing costs. There could be substantial cost savings in the
procurement of premises contracts. Integrated financial processes
should save a lot of the time currently spent by treasurers.


Decision making

What is the timescale for decision-making and
the change management process?

If the Area Meetings agree to merge their
charitable functions into the Yorkshire Quakers charity, then the
first stage will be to establish a group to implement the proposals.
This will probably consist of a representative of each of the AM and
QiY trustee bodies. An early task will be to seek funds from
participating Area Meetings so that legal advice can be taken and
financial management processes established.

An additional major piece of work would be
the drawing up of memoranda of understanding for the key areas of
compliance, finance, paid staff and property management.

The recommendation to go for an evolutionary
approach makes it difficult to say how long the merger process will
take. After the new charity constitution has been accepted by the
Charity Commission, the process of merging the current charities can
begin. Much will depend on how fast AMs want it to happen. However
there is a lot to be said for moving forward with due speed so as to
maintain momentum.

Considering past experience:

• The kind of decisions that needed to be
taken during the pandemic, nuanced, quick and changing. Would there
be enough connection to a big central body to do this well?

Quick decisions can be made by any size of
charity. Quaker decision making often prioritises discerning what is
right over quick decisions. In the case of the pandemic it was
obvious that decisions had to be made quickly. What does not look
good is if different parts of the same organisation make different
decisions, so coordination is important. Fortunately Britain Yearly
Meeting is able to provide advice in difficult situations.

• Lots of things delegated to the LM in
AM – would this be possible?

Yes. Delegation to Local Meetings will be
essential. But if staff are employed at the Yorkshire level, they
may well be able to assist in implementing local actions.

• Thinking about organisation culture,
change and development, how will this be held and discerned by the
new body?

We are fortunate in having Quakers in
Yorkshire with a long history of seeking a consensus across the
county. Thus there is already the embryonic Yorkshire Quaker culture
which understands Friends desires for good governance in a simplified
and sustainable manner.

• Big decisions in local area are seen
differently from a distance, e.g. Sheffield Central change to
business, would this be well met by a bigger organisation involving
people from further afield?

For any organisation with many devolved
components (in this case local meetings) there needs to be TRUST in
both directions. This is particularly the case when we are comprised
of volunteers who often have time constraints.

Sometimes it is helpful to view issues on
which decisions are necessary both from a local and from a wider,
strategic perspective. The Yorkshire-wide charity can add value in
that way.

How willing are we to ‘let go’ of our
control over financial, property, legal and employment matters to a
central body?

When an AM charity is merged into the new
charity, the new charity will hold the responsibility for financial,
property, legal and employment matters. Decisions on these matters
would need to involve LMs where the matter affects them. But the new
charity will not be able (nor would it want to) afford an absolute
veto on decisions by LMs. The charity will need to have control to
discharge its legal functions. For example: if an LM employs someone
for x hours a week at £y then that will be in the budget. The LM
should not be able to increase either the hours or the pay beyond a
fairly narrow margin without authorisation from the charity.
Otherwise, by the end of the year the out-turn might be miles away
from the budget and it will then be the Trustees who are responsible.

If the change goes ahead, how long might it
take to implement practical changes e.g. in employment hours of a
member of staff? How far will Local Meetings be able to control
their own staff?

With an evolutionary approach, change will
be phased over a few years. Any changes to employment conditions has
to follow the laws for employment. In general this means agreeing
with employees any changes before they can be implemented.

There will need to be clear delegation of operational matters to the LM/AM to
keep things running smoothly. If Local Meetings are currently able
to control their own staff by delegated authority from AM trustees,
this is likely to continue.

There will be a charity budget (probably divided up by both local meetings and
activities). There has to be control over the level of variances
that can be authorised at LM level. Thus there should be delegation
within financial limits. There is also the need to ensure good
cash-flow, although this is easier for a larger charity.


Finance

Will there be a sharing of funds across the
whole area? Is this appropriate?

We need to distinguish between funds that
are there at the point of merger and funds raised/accrued post merger.

In terms of existing funds then there is an
argument that they need to be retained for the use of the LM/Area
where they came from although that, too, is not a given. We may find
instances where a local meeting is getting so small that it is no
longer viable but that there are new groupings forming elsewhere who
need funding to get off the ground. Then the issue is whether to
retain funds raised through (say) the sale of a Meeting House (where
that meeting no longer functions) for the use of a Meeting in that
locality, rather than to support other groups who are vibrant but
short of funds.

For funds raised post-merger, contributions
by meetings and Friends might be for use by the whole charity, or
they might be designated for use in a specified way or specified
project.

What about endowment funds – how will that
work – will it all go into one big pot?

An endowment fund is one where the original
donors stated that the capital cannot be spent and must be preserved
with the interest on investment used for a stated purpose. It does
not matter which group of trustees is responsible for the endowments.
All trustees have to protect the endowment and only use the interest
for the stated purpose. Thus endowment funds currently overseen by
AM Trustees (or Quakers in Yorkshire trustees) would continue for
their stated purpose.

If someone leaves a legacy can this go to their
local meeting rather than the Yorkshire charity?

Yes. The wishes of legatees are paramount
and must be followed. This is fundamental to inheritance law and no
charity can use legacies for purposes that the donor did not wish.

How
would share-based investments be managed?

The combined portfolio of equity (share-based) investments will be
substantial. Quakers in Yorkshire and some AMs already use an
ethical investment management company to oversee their investments.
This approach is expected to continue and it would be up to the
trustees to choose investment manager who would invest according to
an ethical investment policy. There is substantial experience in QiY
(and also BYM) of effective ethical investment policies.


Hub for charity

Will the hub have a physical base?

It would be possible to have a physical hub
if need arises and this would be for the new trustee group to decide.
It could complement the Yearly Meeting hub in Leeds which has proved
a valuable base for staff. The location would need to take account
of accessibility from the whole region.


Learning from others

Are we learning from the experience of the
Wales merger?

Yes. The Governance Group has had a number
contacts with Welsh Quakers, including zoom meetings with their
Treasurer. It is intended to use the constitution of Quakers in
Wales and the Marshes, which has been approved by the Charity
Commission. Contacts also been maintained with Friends in London and
Scotland who are both considering similar merger proposals.


Membership

Why
is there nothing explicit about Membership?

Apologies for not including a note about membership in the Proposals. Currently
membership of the Religious Society of Friends in Britain (Quakers)
consists in membership of a component Area Meeting. This will
continue. Membership and membership processes would not be affected
by the creation of a single charity.. This is as stated in Quaker
Faith & Practice 11.04: “
An individual becomes a member of their area meeting, and through it of
Britain Yearly Meeting, by a simple process agreed and adopted by the
area meeting. Variety and flexibility in procedures are needed to
reflect individual and local circumstances. Each area meeting will
develop one or more of such procedures.”

Who will manage membership processes? We note
that the membership will be of the central body but that Area
Meetings (AMs) will make decisions about membership.

In this context, the word ‘member’ is being used in two ways: First to
mean Member of the Religious Society of Friends which is through Area
Meetings (see above). Second to mean member of the Charitable
Incorporated Organisation to be called Yorkshire Quakers. The
proposal is tor that the members of Yorkshire Quakers will be the
Members of the Area Meetings. The processing of Membership
(applying, acceptance, transfers, resignations, death recording) will
not change and will still be done by Area Meetings. The Register of
Membership kept by Area Meetings will need to be available to
Yorkshire Quakers.


Models for change

Was there any thought to looking at different
ways of organising the number of AMs and/or different geographic
connections e.g. beyond the Yorkshire border?

Slimming down the number of AMs was
considered, e.g. to three, but this was not taken forward. This was
partly because the decision to merge and the effort involved would be
similar to the current proposals and partly because the benefits of a
larger charity are manifest by merging into one Yorkshire wide
charity.

Is there no intermediate model, for instance
stay as we are with for example a Yorkshire expert?

An intermediate model is feasible and could
have been done any time, but it has not happened except for a few
sharing of roles across AMs. The current AMs are simply not large
enough to get the benefit of shared professional expertise.


Premises

How would premises management work?

Ownership would be central, working with
local premises committees for on-the-ground practical management.
There are more details of the proposed premises management at:
https://quakersinyorkshire.org.uk/governance-links/

How do we deal with urgent repairs?

The decision making process is strategic,
operational and task. We’re still at the strategic stage and this
is an operational matter. But it’s very likely urgent repairs would
be delegated to a local level.

Could the assessment of the accessibility of
buildings become a responsibility of Yorkshire trustees?

Formally, trustees are responsible for the
accessibility of buildings, but in practice it is local premises
committees who know their building and are best placed to say what
needs doing. Thus it is going to be a partnership arrangement
between a Yorkshire wide-body who can provide professional premises
support to local meetings. LM’s would be expected to produce a
budget for regular maintenance work.

Will lettings be managed locally.

There is a balance to be struck between what
is best done locally and what might be optimised if done centrally.
Lettings includes: (1) marketing the space (locally or online); (2)
taking bookings (which can be done anywhere online or even by phone);
(3) invoicing (probably best done centrally); (4) and engaging with
building users (best done locally – i.e. opening up, showing them
around etc and dealing with issues that arise on the day).


Quakers in Yorkshire

Will the current Quakers in Yorkshire charity
be part of this or will it be a brand new charity?

The proposals is for Quakers in Yorkshire
(QiY) to be incorporated into the new charity. This enables the QiY
current committees to be used by the new charity. It could also mean
that the General Meetings of the Charitable Incorporated Organisation
use the QiY quarterly meetings.


Quaker schools

What would be the relationship of members to
the Quaker schools?

Currently Quakers in Yorkshire (QiY) is the
Responsible Body for Bootham and The Mount schools and ultimately
‘owns’ the schools. The proposal is for QiY to be incorporated
into Yorkshire Quakers so the responsibility for Bootham and The
Mount would transfer to Yorkshire Quakers. The other two Quaker
schools in Yorkshire (Ackworth School and Breckenbrough school ) are
independently run schools. Although in the case of Breckenbrough
school, QiY appoints its governors.


Trustees

Are we confident that there will be Friends
able and willing to serve in these new roles which will be at a more
strategic level than current AM trustee roles?

The Quaker community in Yorkshire is blessed
with a wide range of talent and experience. Currently we have about
70 Friends serving in trustee roles. These roles would disappear to
be replaced by the 9 to 18 Yorkshire Quaker Trustees. So the pool of
Friends potentially available is quite large. Also the new charity
is large enough to employ staff who can undertake much of the day to
day tasks, particularly with respect to financial and property
management.

How would local trustees fit into the new
process? Current trustees have a lot of experience, how will they
pass this on?

In this context ‘local trustees’ is
taken to mean AM Trustees. They do indeed have a lot of experience
and it will be sensible to seek to use this experience for the new
single charity. It is envisaged that a zoom group of current
trustees will be created to aid in this process.

It is hoped that at least some of the
Yorkshire Quakers trustees can be found by nominating existing AM
trustees.

If
part of the point of a CIO is that it removes personal financial
liability for trustees, who *is* liable should anything go wrong?

The organisation as a body is liable if something goes wrong. This is
mirroring the situation in companies. The directors of a company are
not personally liable if the company fails because each company is a
legal entity which can own assets. Individual directors can still be
held liable if their personal actions lead to something going wrong.
Before the 2011 Charity Act, charities could achieve this corporate
liability by registering as Charitable Companies which combine
d
being a charity and a company but means abiding by both charity law
and company law. The Charitable Incorporated Organisation (CIO) was
introduced by the 2006 Charities Act to allow charities to obtain the
benefits of incorporation with reporting to only the Charity
Commission.


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