Changing your governing document – top tips for professional membership bodies

Professional bodies, learned societies, and Royal Colleges should regularly review their governing documents to make sure they are up to date. Sometimes organisations grow or change, and it’s important that your governing documents are accessible, user-friendly, and up to date for your organisation and members. Take a look at our quick checklist to see if your governance is fit for purpose.

If you do need to make changes, changing a governing document is usually straightforward, but here are some top tips to think about:

• Check whether your organisation has power to make the changes contemplated and what the process is e.g. who exercises the power.
• If your organisation has a membership, its likely your members will need to approve any changes. Consultation with members is usually recommended so that they are on board to support the changes. Consider how best to engage members and the timing carefully.
• Consider the structure of your organisation. Many professional membership bodies and learned societies are Royal Charter bodies. Amending a Royal Charter or byelaws will usually involve the Privy Council, which will mean making sure the necessary formalities are followed and will impact on the timing for making the changes.
• Check whether you need to consult or get the consent of any particular stakeholders connected to your organisation and consider timing for this.
• If your organisation is a charity, consider whether Charity Commission consent might be needed to make particular changes.

We can support you through changing your governing document from start to finish, from recommending changes, identifying the process and guiding you through the procedure, drafting the documentation and liaising with third parties like the Privy Council and Charity Commission. If your organisation needs further advice on any of the points outlined in this article, please get in touch with Laura Soley who would be happy to help.

The material in this article is provided for guidance and general information only and is not intended to constitute legal or other professional advice upon which you should rely. In particular, the information should not be used as a substitute for a full and proper consultation with a suitably qualified professional. Please do contact the Bates Wells team if you require further information.