ASSOCIATION NEWS
BPCA members are being asked to vote on an updated set of Articles of Association and Rules at the BPCA Annual General Meeting (16 June 2023).
This page has been designed to give BPCA members everything they need to inform their vote.
Quick jump:
Documents to download
Governance documents have been made available to help members make informed decisions when voting.
What are the BPCA Articles of Association?
All companies must have Articles (or Articles of Association to give them their full name). It’s a legal document that details what the company is set up to do and how the company officers (in BPCA’s case, our Executive Board) must operate and run the company.
They act as a legally binding contract between the Association and its members.
They ensure the rights of the members and the Association itself are protected. They must comply with the Companies Act, which specifies the minimum they should cover.
The Articles can only be changed by the members as a special business item of a General Meeting.
What are the BPCA Rules?
The Rules (previously called Regulations) are for the management of the Association and expand on the Articles with the relevant detail. For example, they state how the appointment of Directors is conducted.
Rules are within the control of the Executive Board, which can make “minor amendments” to them in Board meetings if those changes are then notified to Members.
Substantive changes can only be made by the Members in a General Meeting.
Why are these documents important?
As a member-led organisation, BPCA must be transparent and demonstrate good governance.
The Articles and Rules are the most important governing documents of the Association. They and their supporting documents are typically thought of as a bit of a company manual, defining the business purpose, detailing how decisions are made and clarifying how certain tasks should be completed.
They set out:
- The aims or purposes of the Association
- How members are admitted
- The rights and obligations of members
- How the Executive Board is elected or appointed
- How general meetings of members and meetings of the Executive Board are convened and conducted
- How the Association is, in broad terms, to be governed
- How member's money can be spent or invested
- The strategy of the Association
- The Executive Board’s management of risk
- How the Executive Board is accountable to the members
- What happens to the Association's assets if it is ever wound up.
They’re also the vehicle a member would use if they have an issue about the governance of the Association.
Why does BPCA want to change these documents?
To do governance well, a good trade association seeks to review its governance arrangements before it’s hit by a crisis that necessitates drastic action and to ensure compliance with relevant laws, regulations and best practices.
It’s been a while (2013) since BPCA’s documents were reviewed.
Our governing documents weren’t broken, they complied with current laws and regulations, and they’ve not stopped the Association from achieving great things so far. However, as BPCA’s reach extends, our voice gets stronger, and the environment in which we operate changes, a review was required to ensure our growing Association has the agility it needs whilst ensuring members' interests remain protected.
What’s changed in the Articles and Rules?
In common with most trade associations, the approach was to adopt best practices by starting with the model articles (designed to be a catch-all) for a Company Limited by Guarantee as a template and some further supporting information from our legal advisors.
Those documents were compared to our existing governing documents to ensure we created a new set of documents for the Association that were compliant with Company law, futureproof (as far as possible) and fit for purpose.
To help you identify what’s changed, we’ve compiled an Overview of changes to BPCA Articles and Rules (2023) document.
New stuff included in the proposed Articles and Rules:
- Up to two non-members can be appointed to the Executive Board
- The quorum for members' meetings has changed to reflect a growing Association (this keeps members well-represented).
Stuff removed from the old Articles and Rules:
- We’ve dispensed with the mandated need to hold an Annual General Meeting (AGM)
- We’ve dispensed with the mandated need to have the statutory financial statements audited
- There is no longer a maximum size for the Executive Board (was previously 15), meaning we’ve adjusted the quorum for Board meetings to keep members protected
- Directors no longer need to retire each year by rotation; instead, we’ve introduced Terms of Office (effectively three years).
What if I have questions about these documents?
BPCA is holding two member Q&A events online to help members understand the changes to the Articles and Rules ahead of the vote.
| 4.30 pm, Thursday, 25 May 2023 (online) |
BOOK NOW |
| 8.30 am, Friday, 26 May 2023 (online) |
BOOK NOW |
Even if you don’t have any specific questions, please listen in to broaden your understanding of how the Association is governed.
We’ve also prepared some FAQs that hopefully have all the answers you’re looking for.
There’ll also be the opportunity to submit any questions in advance of the General Meeting, at which members will vote on the new Articles and Rules. We’ll email you more information about that, but we’d encourage you to get involved now and not wait.
Frequently asked questions
Quick jump:
- What are BPCA’s Objects?
- What is a Company Limited by Guarantee?
- Is BPCA a company or an Association?
- What is a General Meeting?
- Can only the Executive Board call a General Meeting?
- How many members need to attend for a General Meeting to be quorate and able to proceed?
- What’s the difference between an Annual General Meeting (AGM) and a General Meeting?
- Why does the Executive Board feel the Association no longer requires an Annual General Meeting (AGM)?
- What is Special Business at a General Meeting?
- How do I decide how to vote on the Articles and Rules? How do I know the changes are in my best interest as a member?
- Do the Articles override everything in the Companies Act 2006 that applies to the Association?
- What are the documents that support the Articles and Rules?
- What stops the Executive Board from changing the Rules without members’ permission?
- What’s the difference between minor and substantive amendments to the Rules?
- Why the change from “Regulations” to “Rules”?
- How do members know who can spend their money, and how is it controlled?
- Why don’t the Executive Board think BPCA’s statutory financial statements should be audited?
- Who actually runs the Association?
- What’s to stop the Executive Board from removing my voting rights?
- What’s to stop the Executive Board from winding up the Association?
- How does a member get to be on the Executive Board?
- Why do I have to fill in an application form if I want to be a Board member?
- Do Board members get paid?
- What determines whether there’s a vacancy on the Executive Board? What chance does a member have to be appointed?
- What if you only get one candidate for a Member Representative vacancy?
- Why would there be the need to appoint a non-member to the Executive Board?
- Why should a non-member on the Executive Board be able to make decisions on behalf of the members?
- How are the Executive Board accountable to members?
- Why don’t the directors retire by rotation anymore? Won’t that mean a director could hold their term forever and not give others a chance?
- What if I’ve got questions after reviewing the documents and reading the FAQs?
1. What are BPCA’s Objects?
The Association must act within the Objects set out in the Articles. There is no ranking of Objects; they simply set out the purpose(s) for which the Association exists and guides what the Association is and isn’t allowed to do in very broad terms.
It’s usual for a Company Limited by Guarantee (which BPCA is) to have a statement of Objects.
2. What is a Company Limited by Guarantee?
Most trade associations are Limited by Guarantee, meaning they are usually ‘not for profit’. It has no shares or shareholders but is owned by the members.
It means no surpluses are distributed to members as they are reinvested in the Association for their benefit through furthering the Objects (or purposes) of the Association.
The company has limited liability, which means that members of the Association have a guarantee that they are only liable for its debts to a maximum of £1.
3. Is BPCA a company or an Association?
It’s both!
BPCA is incorporated as a Company Limited by Guarantee and registered at Companies House. This is in common with the majority of trade associations.
4. What is a General Meeting?
A General Meeting is a non-routine meeting of the Association’s members called for a specific purpose. A General Meeting may be called by the Association's Executive Board or requisitioned by a certain number of members.
While we have several meetings of members at regular intervals (eg, Forums and Special Interest Groups), a General Meeting has to be formally called and notified to the members. General Meetings are for members only. At a General Meeting, a member can vote on agenda items in person or by proxy.
5. Can only the Executive Board call a General Meeting?
No. Members can also call General Meetings so you can always have your say.
Members' rights in this manner are set out in the Companies Act 2006 (these conditions are written into law that the Association cannot change).
6. How many members need to attend for a General Meeting to be quorate and able to proceed?
At least 20 members with the right to vote need to participate in voting at a General Meeting for the meeting to be quorate.
7. What’s the difference between an Annual General Meeting (AGM) and a General Meeting?
An AGM is an Annual General Meeting and must be held by a company every year to discuss various business matters.
A General Meeting is a non-routine meeting of the Association called for a specific purpose.
8. Why does the Executive Board feel the Association no longer requires an Annual General Meeting (AGM)?
The Companies Act 2006 does not require a company such as BPCA to hold an AGM.
We’ve been holding them because our current Articles state we must, and it’s historically been normal practice for a membership organisation.
However, AGMs are never well attended and, whilst important to members, the typical business scheduled for an AGM is very dry.
The Executive Board feels these can be better handled outside of that restrictive reporting structure, and they can be held more accountable with a commitment to a meeting of members annually, much earlier in each year (see FINAL DRAFT BPCA Rules (2023)). In practice, the Executive Board is committing to share much more information than an AGM would mandate.
| Instead of: |
The Executive Board commit to: |
| Asking members to adopt a set of statutory financial statements in an AGM… |
Providing statutory financial statements that are independently examined (as a minimum) and still presented to the membership each year |
| Having to wait for an AGM to appoint members to the Executive Board… |
Allowing members to fill vacancies as they arise, which removes the need for the Board to make interim appointments |
| Members having to authorise the Executive Board to appoint auditors and set their remuneration… |
As a minimum, ensuring the financial statements are subject to an Independent Examination undertaken by a suitably qualified UK professional |
Overall, this change means that members will hear from the Executive Board much more often on the issues that really matter to them, and their right to be heard in General Meetings is protected by the Companies Act.
9. What is Special Business at a General Meeting?
A Special Resolution is required to alter the Articles of Association.
A Special Resolution requires a majority of not less than 75% of voting members in attendance (in person or by proxy) to pass the resolution, as opposed to the usual simple majority (eg 50% plus one).
10. How do I decide how to vote on the Articles and Rules? How do I know the changes are in my best interest as a member?
The Executive Board is proposing the new Articles and Rules, which have been drafted in good faith and, in their opinion, for the benefit of the Association and the members.
The simplest test for that is to ask yourself, having read the documents - as a reasonable person, would I have come to the same decision?
If the answer’s YES – then you should feel confident to vote to adopt the new Articles and Rules.
If the answer’s NO – then please contact us and let us answer any questions or concerns you have.
11. Do the Articles override everything in the Companies Act 2006 that applies to the Association?
Whatever the Articles say, they’re still governed by the law (including the Companies Act 2006). Usually, the Companies Act overrides any conflicting provisions in the Articles.
In other words, if the Executive Board didn’t like the Companies Act 2006, they couldn’t simply write the Articles to avoid compliance. They can clarify certain things; for example, confirming a minimum Board size of nine.
That’s compared to the Companies Act 2006, which only requires a minimum Board size of two which wouldn’t be in members' best interests and couldn’t possibly be representative.
12. What are the documents that support the Articles and Rules?
We’ve prepared a BPCA Hierarchy of Governance and Accountability to help members understand what’s in place to ensure good decisions are made on their behalf.
13. What stops the Executive Board from changing the Rules without members’ permission?
The Rules are within the control of the Executive Board, which can make “minor amendments” to them in Board meetings if those changes are notified to members.
Any substantive changes can only be made by the members in a General Meeting.
14. What’s the difference between minor and substantive amendments to the Rules?
A substantive change is when:
- The change would have major or practical importance across the membership or
- The number of changes being made simultaneously is considerable.
A substantive Rule would define the rights of members and duties of the Executive Board instead of giving the procedure by which that Rule is enforced. For example, the Executive Board could change the term of office for a director or the number of continuous terms that could be served, but they couldn’t change how directors are appointed.
15. Why the change from “Regulations” to “Rules”?
There’s no legal reason (or any legal consequences) to change the terminology from “Regulations” to “Rules”. The new Rules sit exactly where the old Regulations did in our Hierarchy of Governance and Accountability. “Rules” is the more widely used modern term.
16. How do members know who can spend their money, and how is it controlled?
The BPCA Finance Working Group of the Executive Board deals with matters relating to the governance of BPCA’s finances. They are responsible for oversight of the policies that set out how the Association's finances are managed.
They have produced the following documents to help show how member money is protected:
The Financial Governance Policy summarises the Executive Board’s policies for investments and members' reserves, in other words, what they do with anything that is unspent.
17. Why don’t the Executive Board think BPCA’s statutory financial statements should be audited?
A company of the Association’s size is not legally required to undertake an audit unless it is set out in their Articles (which it has been previously).
BPCA is a small company, and the audit cost (primarily designed for much larger complex concerns) has been disproportionate to the benefit.
An audit and an independent examination both constitute an external review carried out by an independent person.
An audit has to be undertaken by a regulated body; an independent examination does not.
However, in the FINAL DRAFT BPCA Rules (2023), the Executive Board has committed to appointing an independent examiner from a suitably qualified UK professional.
For the time being, there is no intention of immediately stopping an audit from being undertaken, but the feeling was this shouldn't be a mandated cost to the Association indefinitely.
18. Who actually runs the Association?
BPCA is a member-led organisation, and in the absence of shareholders, is ‘owned’ by its members. The Association is run day-to-day by the Executive Board, who are appointed from the membership.
The Executive Board control matters of governance. For example, they decide things like budget approval, strategic planning, approval of rule changes (unless substantive), and setting a Code of Conduct, among various other organisational matters (see Hierarchy of Governance and Accountability).
Members can contribute to those decisions via participation in members' meetings, Committees and Working Groups. Member consultation is undertaken as required for decisions that need to be made in members' best interests eg, retention of glue board use for professionals, qualification framework for the sector, bird licensing, and access to BPCA Registered.
19. What’s to stop the Executive Board from removing my voting rights?
BPCA is a member-led organisation. In the absence of shareholders, the Association is run day-to-day by the Executive Board, who are appointed from the membership.
Voting is an important means by which members can make their voices heard. This puts the ultimate power in the hands of the many pest control companies that benefit from and keeps the Association running day-to-day.
Voting rights and procedures will always be well documented by membership category and communicated to members. If there were to be any substantive change to existing categories or the rights of existing categories would be significantly impacted by introducing new categories, then such decisions would be made in consultation with the members whose rights are protected in law.
20. What’s to stop the Executive Board from winding up the Association?
The Association would only be wound up voluntarily if a Special Business item at a General Meeting was passed, meaning member approval is required.
On winding up, the Articles ensure that any money left after settling debts and liabilities can only be transferred to another body with objects similar to BPCA's.
21. How does a member get to be on the Executive Board?
This is covered in Rule 2 (see FINAL DRAFT BPCA Rules (2023)), and you can keep an eye on member communications for upcoming vacancies.
22. Why do I have to fill in an application form if I want to be a Board member?
The commitment to the Executive Board is significant, and the members must be assured that the right people are appointed with the skill sets needed.
You’ll have much more work to do once you’re on the Board than filling in an application form, so this is the start of your commitment to the wider membership.
In addition, as company directors, Executive Board members must comply with legal requirements under the Companies Act. The application form provides additional comfort to the Association that any applicant is not disqualified from acting as a company director, and if appointed, the applicant will comply with their obligations under the Companies Act.
23. Do Board members get paid?
Members can be assured that there is no current intention for ANY Executive Board roles to be remunerated. However, as amendments are being made to the Articles, it was thought prudent for the power to be included at this point, given a significant review has been undertaken to ensure the Articles are brought in line with current laws, regulations and good practices, and to future proof as much as possible.
24. What determines whether there’s a vacancy on the Executive Board? What chance does a member have to be appointed?
Rule 5 sets out as and when Member Representative vacancies will arise (see FINAL DRAFT BPCA Rules (2023)).
There will be occasions that either naturally present themselves or result from governance reviews undertaken, meaning the Board numbers need to increase to fill gaps or increase the skill sets required.
On all those occasions, every eligible member will have the chance to put forward a Member Representative to be nominated for appointment by a membership ballot.
25. What if you only get one candidate for a Member Representative vacancy?
The Executive Board would ensure the application form had been properly completed and the sole candidate was eligible to stand (as with any nomination received).
The situation would then be as it is now for uncontested vacancies ie no member vote would be required in the event of a single applicant for a single vacancy. The candidate appointed would be notified to the membership.
26. Why would there be the need to appoint a non-member to the Executive Board?
As a growing Association in an increasingly complex environment (particularly concerning public affairs and legislation), there may be occasions when we’re unable to find the skill set required within the membership. The position of Treasurer is an excellent example of this.
Additionally, it’s not uncommon that members with the skill sets needed just don’t have time to commit to the Executive Board, and a non-committed member of the Board doesn’t help anyone.
Our sector also has many stakeholders that may benefit the members from having a voice. They’re often big players in their own field and need more incentive to be actively involved.
For these reasons, the Executive Board may occasionally look to appoint from beyond the membership.
27. Why should a non-member on the Executive Board be able to make decisions on behalf of the members?
The Articles and Rules are written so that there can only be a maximum of two Non-member Representatives on the Executive Board. This means they could never be the majority voice in a quorate Board meeting, so members remain in control.
28. How are the Executive Board accountable to members?
This is explained in Rule 7 - Governance and Accountability (see FINAL DRAFT BPCA Rules (2023)).
29. Why don’t the directors retire by rotation anymore? Won’t that mean a director could hold their term forever and not give others a chance?
No. A director’s Terms of Office is set out in Rule 5 (see FINAL DRAFT BPCA Rules (2023)).
The existing retirement by rotation requirement, combined with the increasing number of Committees and current restriction on the size of the Executive Board, meant good directors were barely getting their feet under the table before facing re-election at an AGM.
An ever-changing Board is problematic in practical terms for good succession planning and delivery of a strategy spanning more than one year.
Performance management means a non-performing director doesn’t get to hang around on the Executive Board, so the Terms of Office (Rule 5) in place of the requirement to retire by rotation serves the membership much better.
30. What if I’ve got questions after reviewing the documents and reading the FAQs?
BPCA is holding two member Q&A events online to help members understand the changes to the Articles and Rules ahead of the vote.
| 4.30 pm, Thursday, 25 May 2023 (online) |
BOOK NOW |
| 8.30 am, Friday, 26 May 2023 (online) |
BOOK NOW |
Even if you don’t have any specific questions, please listen in to broaden your understanding of how the Association is governed.
There’ll also be the opportunity to submit questions before the General Meeting, at which members will vote on the new Articles and Rules. We’ll email you more information about that, but we’d encourage you to get involved now and not wait.
You can always contact BPCA’s Chief Executive, Operations Manager or Executive Board directly.