2025 revisions to Articles of Association
Special Resolution: The proposed revisions to the John Muir Trust's Articles of Association in 2025 are summarised below.
Background
In 2020-21 the Trust undertook a major overhaul of its Articles of Association. As part of that process an extensive Member consultation exercise produced useful input. The revised Articles were approved at an EGM held immediately following the 2021 AGM.
At that EGM, it was recognised that, with such a major change, there could well be a need to amend some of the Articles in the light of the Trust’s experience of working with them. In addition, a number of points were raised by Members that could not be taken on board in the 2021 revision, due to their late submission. Moreover, once the maximum size of the Board had tapered down to 15 (up to 12 Elected plus up to three Co-opted Trustees), the Articles relating to the tapering should be removed. As this tapering process would be completed by the 2025 AGM, the Board decided that would be an appropriate time also to make any amendments to the Articles it considered necessary in light of its experience of working with them.
As the new Articles have not raised any serious difficulties, no major changes are proposed. Hence the revised Articles presented for approval are largely minimal amendments to remove possible ambiguities and to deal with a few Article-related issues that have arisen since 2021.
Changes made to the 2021 Articles of Association
1) Article 5.1.1 (c) and later Articles where Group Membership is mentioned
With the agreement of over 75% of Corporate Members, the Corporate Member category has been abolished. As the conditions of Group Membership are identical to those of Corporate Membership ‘Corporate’ has been replaced by ‘Group’ throughout the Articles.
2) Articles 5.3.1, 5.3.2 and 5.3.3
The current Articles say that the Board must approve all applications for membership. Although this power has been delegated (Article 7.3.1 refers) legal advice indicates that we should specify the process in the Articles. Accordingly, the revision allocates the approval to the Company Secretary (Article 5.3.2), though the Board retains the power to refuse (Article 5.3.3).
3) Article 6.8.5
The current Articles include (sub-paragraphs (a) and (b)) text that refers to Trustee candidatures. As Article 6.8 refers to voting at General Meetings, this text is considered to be out of place and so has been moved to more appropriate Articles. No change in procedure results from these rearrangements of text.
4) Articles 7.4.1, 7.4.2, 7.4.3, 8.1.1 and 8.1.2
The text relating to the tapering down of the Board size from 2021 to 2025 has been removed.
5) Article 8.2.2
For avoidance of doubt, although the other Articles imply this, the number of three-year terms of office that become available every year is specifically stated to be four.
6) Article 8.3.1
This requirement (which is required of Trustees standing for election – Article 8.2.6 refers) – also refers to Co-opted Trustees.
7) Article 8.4.1
The current Article 8.4 does not allow a casual vacancy to be filled at an AGM subsequent to the one following that by which the casual vacancy was created. This revised wording corrects this. Furthermore, following legal advice on the interpretation of the current Article, the wording has been changed to make clear that filling a casual vacancy (which would, as now, be through the normal Trustee election process) is a decision to be made by the Board.
8) Article 8.5.8
This specifically gives being in breach of the Code of Conduct as a reason for considering a Trustee to cease to be a Trustee.
9) Schedule 4
The wording has been modified to clarify the Trustee election process. There is no change to the process itself.
In addition to the above, a few minor text changes have been made for clarification or to make meanings clearer. These have no effect on the Articles themselves.