1. Charity Governance 2017 Proposed new Articles

2. 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”

3. 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

4. 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

5. 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

6. 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

7. 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

8. 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