Like all organisations, professional membership bodies and learned societies should regularly review their governance and governing documents to make sure they are up to date and fit for purpose.

Some of the key things to think about are:

Purposes – are the purposes of your organisation still suitable? You will want to consider whether they reflect the current strategy and aims of your organisation.

The size and make up of the governing body – is it too large to take effective decisions? Do any third parties have rights to appoint members of the governing body and, if so, are they actively exercising those rights or do you need to take steps to engage them? If you have particular office-holders e.g. a President or Treasurer, are the provisions, such as terms of office and election process still suitable?

Powers – does your governing body have all the powers it needs to properly run your organisation?

Members – do you know who all your members are? Are membership categories, subscriptions, rights and responsibilities clear? Is there a clear and transparent process for admitting and – if necessary – removing members? Having robust processes can help to minimise any possible issues or disputes with members.

Meetings – are there provisions allowing virtual, hybrid and/or multi-location members meetings? Holding members’ meetings in more flexible ways can help to increase member participation and engagement.

Notices – likewise, can you contact members and stakeholders electronically? If your governing document still provides for notices by post, this can be costly to the organisation.

Conflicts of interest – do you have up to date conflicts of interest procedures and policies?

Committees – are committees still fit for purpose and are there suitable terms of reference in place?

Policies and procedures – does your organisation have suitable policies and procedures in place? What you need will depend on the nature of the organisation, but commonly include risk management, investment, safeguarding, investment and conflicts policies among others.

Code of conduct – do you have a code of conduct in place for the governing body, members, volunteers etc.?

We can help with carrying out a governance review of your governing documents, policies and procedures and make recommendations for changes. Get in touch with Laura Soley if you have any questions.

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.