Minutes of the NPC Constitutional Subcommittee meeting held in Birmingham
University Guild of Students on Sunday 22 January 2006
Peter Campbell (elected member)
Simon Felton (General Secretary)
James Groves (elected member)
Tim Roll-Pickering (Past Chairperson)
Marilyn Shanks (Chairperson)
It hadnt been possible to contact Maggie Chapman.
The meeting started at 12:45pm.
1) Constitutional Subcommittee reservists
At present, the sole Constitutional Subcommittee reservist (who could be called upon to serve on appeals hearings) is Crispin Allard. At the last
Constitutional Subcommittee meeting, the following people had been suggested:
Colin Beveridge (currently in Florida)
Jamie Darwen (had been asked no response as yet)
James Irvine (had been asked no response as yet)
It had been agreed not to approach past Chairpersons John Woodward or Rachel Yould for geographical reasons John was last heard of in the Antarctic, Rachel was last heard of in the Arctic!
It was agreed that Chris Neville-Smith (NPC Chairperson 2002-2004) be asked to serve. Tim phoned Chris, who accepted. Chris was thus appointed as a reservist.
It was agreed to approach (or re-approach, in some cases) the six names previously suggested. As an additional suggestion, Tim suggested that Ewan Gillon be asked this was agreed.
It was noted that Sue Barnes had agreed to be an additional reserve arbiter for the NPC (Tim had informed the Constitutional Subcommittee of Sues
agreement on 26/5/05) and thus it was agreed not to ask her to be a reservist.
It was observed that John Gray is difficult to contact Tim had tried (via Johns wifes company) but without success. James noted that the NPC is obliged to keep a record of his details, as hes a member. James suggested
Tim Brown; it was agreed to postpone approaching him until others had been asked.
The meeting agreed to prioritise Darwen, Gillon, Irvine and Lewis if they all said yes, this would give us six reservists (which would cover the case where all six members of the Constitutional Subcommittee had to declare an
interest and not take part).
2) Appeal against a Chairpersons ruling on the conduct of remote votes
Marilyn Shanks declared an interest, vacated the chair and played no active role in this agenda item. Tim took the chair.
Andre Oboler had challenged Marilyns ruling of 1 December 2005 relating to the conduct of a remote vote of the Management Subcommittee. Marilyn had
ruled that Andres declaration by email that Im not abstaining Im not voting WAS an express abstention and thus counted towards the quorum for
the remote vote (without Andres express abstention the vote would have been inquorate).
The Constitutional Subcommittee unanimously (Marilyn abstaining) upheld the Chairpersons ruling. Andre had made an express statement that he was not voting for or against. This is abstaining, according to its usual definition, and it was expressly stated, so it was an express abstention.
3) Inquiry into the draft minutes of the NPC OGM held on 13/11/05
Marilyn declared an interest and thus Tim continued to take the chair.
Dries Neirynck and (separately from Dries) David Bean and Andre Oboler had referred the content of Andres draft minutes of the last NPC OGM to the
Constitutional Subcommittee for its formal opinion on several matters, most of which had been mentioned by Andre in the body of the minutes and questioned by several members.
The three principal issues were:
(i) Tone especially Andres perceived criticisms of the Chairperson at certain points.
(ii) Sederunt Andre had been critical that new delegate members had not been explicitly put to the meeting for approval; he felt it was impossible to say who the delegate members at the meeting had been, and the number of approved delegate members at the meeting was so low that the meeting was arguably inquorate.
(iii) It seemed that one person (from ULU) had been appointed as a delegate member when ULU had not, at the time, paid or committed to pay its
affiliation fee for 2005/2006. As such, according to by-law 1.2.5, it should have had its right to nominate a delegate member suspended. It was noted
that ULU had paid its affiliation fee on 7 December 2005. There were two votes (both on item 4, the International Students Festival motion) where the margin was one vote or less, so the disputed delegates decision may have been decisive. All other votes passed or fell by more than one vote.
The Constitutional Subcommittee proceeded to go through Andres draft minutes line by line, amending them to what, in the Subcommittees opinion, were a true and accurate set of minutes. Specific decisions made by the Subcommittee (aside from correcting typos and the sederunt list) were:
(a) The failure to formally present new delegate members to the meeting for ratification was highly regretful. However the Chairperson had (using her delegated powers) appointed them as delegate members, and thus the new delegate members had the right to vote at the meeting (and counted towards the quorum) even though the Chairpersons decisions to appoint them had not
been formally ratified. By-law 1.4.1 states: A person who is granted Delegate Membership may exercise all the rights of Delegate Membership,
including the right to vote up to and including the General Meetings ratification of his/her membership. As such no serious harm had been done.
(b) Minutes should record what had taken place; they should not record what had not taken place. As such, minutes like nominations for associate
membership were not announced were superfluous.
(c) Minutes should not offer opinion as fact.
(d) The tone of minutes should be as neutral as possible.
The meeting adjourned for a break at 3pm and reconvened (minus Peter, who as elsewhere) at 3:15pm.
The Subcommittee moved on to discuss: (a) whether the ULU delegate should have been eligible to vote; and (b) if not, what the status was of decisions made by the meeting. It was agreed that, however one looked at the rules, the ULU nominee should not have been granted delegate member status. In mitigation, Marilyn pointed out that she had thought ULU had paid for 2005/2006, and no-one had challenged the disputed delegates voting rights at the meeting.
James floated the idea of the NPC adopting a clause to state that no defect in the qualification, nomination, appointment or election of any member shall invalidate the decisions of any meeting of the Committee. Many public and voluntary sector organisations have such a clause. Such a clause would safeguard against the NPC finding itself in situations like this again.
Peter returned at 3:20pm.
It was agreed to defer further discussion of this issue until later in the meeting, to enable proper discussion of the OSCRs consultation paper.
[The remainder of this item was actually discussed after item 4, between 5:20pm and 5:30pm.]
It was agreed that there was no dispute over whether the OGM was quorate (it would have been so without the disputed delegates participation) and there was no dispute over those decisions which had passed or failed by more than
one vote. However, there was a possible ambiguity over the decisions taken during item 4, as the vote on the amendment fell by one vote and the vote on the main motion was carried by the Chairs casting vote. The next OGM should
be informed of this. It would be up to the next OGM whether to:
(i) Allow the decisions to stand; or
(ii) Rescind the decisions and re-open discussion on the motion; or
(iii) Rescind the decisions and not re-open discussion on the motion.
James agreed to write up the revised minutes over the coming week and post them to the npc-executive list for comment and maybe further revision. There would then be further discussion as to which version of the minutes would be
presented to the next OGM. Ultimately it would be up to the next OGM to approve a version of the minutes as the official correct record.
NB: the Minutes Secretary has responsibility for presenting OGM minutes to the next OGM, the General Secretary has responsibility for preparing the agenda for each OGM and the Chairperson has responsibility for chairing each
4) OSCR consultation on the future regulation of Scottish charities
Marilyn retook the chair. The Constitutional Subcommittee went through the Office of the Scottish Charity Regulator (OSCR)s three current consultation papers on:
(i) Establishing an accurate register of charities in Scotland;
(ii) Meeting the charity test; and
(iii) Consents and notifications.
After the discussion on consultation paper (ii) was completed at 4:25pm, it was noted that BUGS closed at 4:30pm. The Subcommittee therefore decamped to The Goose pub nearby. Discussion restarted, on consultation paper (iii), at
Amongst the key points made by the Subcommittee were:
· There should be a formal annual statement of charities removed from the official register, which should be publicised, as well as a formal record of all such former charities. This could act as case law in establishing why
charities should be removed or banned.
· Intangible benefits are not necessarily of less merit than tangible benefits. Similarly indirect benefits and ancillary benefits are not necessarily of less merit than direct benefits. It was difficult to
directly compare benefits with disbenefits. The Subcommittee felt these discussions were highly philosophical and could not necessarily be used to
establish the level of public benefit offered by a charity.
· All anti-discrimination legislation should be taken into account when evaluating the benefits offered by a charity.
· All charities and prospective charities should provide a statement of activities to enable the OSCR to determine the level of public benefit
provided by the charity or prospective charity.
· Proper identity checks should be made on all trustees of a prospective charity before granting charitable status.
· For the rolling review of existing charities, the OSCRs order of priority in determining when to review each charity should be: the size of the
charity; the risks involved with the charity; the level of the charitys funds; and lastly the time since the last review. The OSCR should
specifically target: those charities which have not sent their annual returns to OSCR; and those charities which are otherwise not complying with
their legal obligations as a charity.
· The rolling review should include checks on charity trustees; the same information should be required by the OSCR as they seek from trustees of
· The cycle for the rolling review process should be 5 years for large charities and 10 years for small charities.
· There should be a record of rejected charity names together with the reasons for rejection.
· Charities wishing to amalgamate or wind up should be required to publicly publicise this intention. General publicity in the media should be published (and paid) by the OSCR.
· All changes to a charitys constitution should be considered by the OSCR, not just those which relate to the charitys purposes. It is often difficult to evaluate the impact which even a minor change may have on the charitys activities.
· When considering whether to give consent for the amalgamation or winding up of a charity, the OSCR should consider: why the charity wishes to wind up; what the purposes are of the organisation(s) the charity is amalgamating with or transferring its assets to; how the decision has been reached; and whether the decision has been reached properly.
· The OSCR should have the power to issue an injunction, preventing a charity from amalgamating or winding up, if it is likely that the OSCR will need more than 28 days before coming to a decision.
Simon Felton would write up the Constitutional Subcommittees opinions and submit them, as the NPCs official response, to the OSCR before the deadline of Friday 27 January.
At this point, the time being 5:20pm, the meeting returned to item 3, to finish discussion on the last OGM minutes. Marilyn vacated the chair, to be
replaced by Tim Roll-Pickering. Following the conclusion of discussions on item 3, at 5:30pm, Marilyn retook the chair.
Simon Felton left at 5:30pm.
5) Disciplinary by-law
Discussion on this item was postponed due to lack of time.
6) Date and venue of next meeting
The Subcommittee needed to meet at some point to formulate a disciplinary by-law. This could be after the next Management Subcommittee meeting or it could be after Julys Financial Subcommittee meeting (although this would probably be in London). The Subcommittee would decide later.
7) Any other business
The meeting closed at 5:40pm.
The minutes were taken by James Groves.