Charity Governance 2017 Proposed new Articles

Historic background May 2012 – Special Resolution passed at an Extraordinary General Meeting of Bristol Aero Collection (BAC) Created two classes of Membership Ordinary Member without voting rights Executive Members with voting rights Subsequent ‘merger’ of The Concorde Trust into BAC and renamed as “Bristol Aero Collection Trust”

The Need for Change Articles not amended to reflect the Resolution passed at the EGM and post 2012 custom and practice Charities Commission - new Charity Governance Code Focus on broad accountability to the general public Increased accountability of Trustees Further need to adopt best practice Heritage Lottery Fund commitments Arts Council England Accreditation commitments Requirement for significant future fundraising campaigns

Proposed Changes for ratification at EGMs Merge the two classes of Membership (Executive and Ordinary) into a new single Voting Membership Class Membership – no annual fee but annual confirmation of wish to remain a Member

Proposed Changes for Ratification at AGM Number of Trustees to be restricted to a maximum of 12 and a minimum of 5, with relevant skills, experience and diversity. Nominations to be a Trustee - channelled through a Nominations Committee, with the option for independent representation on the Committee. Approved Nominations submitted for approval by Members at the next AGM. Trustees - Fixed terms of office (3 years) with rotation and reselection every 3 years plus a compulsory gap year at the end of 9 years. Officers (Chair, Deputy Chair, Secretary and Treasurer) appointed by the Board

Implementing Changes (1) In October the Board approves the new Articles and the 2017 Annual Report & Accounts Separate letters will be sent to each class of Member with: Reasons for the proposed changes Notices of separate EGMs and Notice of the Annual General Meeting Details of resolutions and proxy voting forms Summary Annual Report and Accounts Copies of the Articles and Report & Accounts will be available to Members on www.aerospacebristol.org/statutory-information

Implementing the Changes (2) Separate class Extraordinary General Meetings in November with Resolutions requiring 75% approval Immediately after the EGMs, all new and existing voting Members will be asked to attend the Annual General Meeting to: Approve changes to the Trust’s Articles of Association Receive the Annual Report and Accounts Articles to be filed with the Charities Commission and Companies House within 15 days

Overall Outcomes Clarify, update and adopt ‘Best Practice’ in a new set of Articles Provide the basis for engaging with a broad base of Members, representative of the Charity’s beneficiaries and in line with its public service remit Strengthen the composition and operation of the Board Establish strong Charity Governance to ensure the future success of the Bristol Aero Collection Trust