On Saturday, December 11th 2021, there will be a historic opportunity to shape the future of YesCymru. What sort of an organisation do we want to see leading the fight for Welsh independence?
-> For FAQs about the EGM, click here
-> There is information about what a company limited by guarantee is here and why Articles of Association are needed for this structure here and information about Bye-laws here
-> The motion that will go to the EGM can be found here
WHAT IS THE EGM?
The EGM is an Extraordinary General Meeting. An EGM is any meeting of the membership which is called by Yescymru groups or membership outside of the scheduled annual general meeting.
WHY IS AN EGM NEEDED?
Because of the significant growth of YesCymru, structures and legal frameworks are now needed to replace the current ones which were more suited to a small community organisation. In order to do this, a new constitution is needed. The Gweithgor has been working tirelessly with lawyers to produce a legal framework that they believe is fit for a mass of movement of nearly 18,000 members.
WHAT WILL HAPPEN AT THE EGM?
At the EGM the members will discuss, debate, and then vote on the proposals that have been drawn up by the Gweithgor. Details and an agenda and specific proposals will be sent to members ahead of the EGM.
WHAT WILL HAPPEN AFTER THE EGM?
If the proposals to create a new structure are accepted, YesCymru can quickly move to electing a new governing body and get back to campaigning for an independent Wales.
If the proposals to create a new structure are rejected, it will be possible to elect a new Central Committee under the current Constitution.
WHO CAN ATTEND THE EGM?
Only members can attend the EGM. It’s vital that the members take ownership of the future of the movement by voting on those constitutional changes on December 11th. Without you, there is no movement. All members can register to be at the EGM by following this link.
WHERE WILL THE EGM HAPPEN?
The meeting will be held online, you will need to register to attend, and we'll send you a link for the EGM nearer the date.
Online voting will be open from 8am on December 10th and will close during the EGM on December 11th so don’t worry if you can’t make it to the event you can still vote on the proposals.
WHEN WILL THE EGM HAPPEN?
The EGM will take place on December 11th 2021 online between 10.00-13.00
You can download the Simple EGM Guide here.
Incorporating as a Company Limited by Guarantee
What is a Company Limited by Guarantee?
A Company Limited by Guarantee is completely different to a commercial company (limited by shares with shareholders and dividends etc.) They are normally set up under company law to run charitable enterprises, sports clubs, co-operatives and ‘not for profit’ and community organisations. Increasingly a number of grassroots campaign organisations have elected to adopt this form of governance. And for very good reasons.
Companies limited by guarantee
- Limited by guarantee companies have their own legal personality, separate from the members. This gives the members the protection of ‘limited liability’ in law, so they only have liability for the amount of their guarantee – usually £1.
- They invest any profits they generate back into the company – as opposed to distributing these as dividend payments to shareholders.
Why is the Gweithgor proposing incorporation as a Company Limited by Guarantee?
YesCymru has grown from a small group of individuals interested in promoting Annibyniaeth i Gymru to a broad-based grassroots organisation with many thousands of members from all over Wales and outside campaigning to make the dream of an independent Wales a reality at last. An unincorporated organisation, with only a very basic and sometimes ineffective constitution is simply no longer fit for the purpose today, let alone in 5, 10, or 15 year’s time. A YesCymru Cyf. Company limited by guarantee will set the organisation up for years to come and cater for growth and more and more members, with ‘best practice’ governance structures.
Articles of Association
To become a Company Limited by Guarantee, Articles of Association will need to be created. The proposed Articles of Association for YesCymru Cyf can be found here
What are Articles of Association?
Articles of Association are a document that set out the basic management and administrative structure of a company. They regulate the internal affairs of a company including, for example, the governance structures, the financial structures, the structure of the board of directors and the structures and procedures needed to satisfy company law and Companies House. They are the solid legal foundation upon which the organisation is built.
The Articles of Association form the basic regulations of the organisation and are unlikely to need to be changed frequently. They require a 75% majority in a general meeting to be amended. Legal advice may also be needed to ensure any new wording of the articles still comply with company law.
Everyday operational matters and situations may change frequently and rapidly so most of the day-to-day rules, policies and guidelines are included in the Bye-laws. (See below for more information on Bye-Laws)
What is the legal status of the Articles of Association?
The Articles of Association are a legal document made in accordance with company law. They specify the company’s name, define the company’s purpose and contain regulations for a company's operation.
How were the Gweithgor's Articles of Association drafted?
Articles of Association are often in a standard from prescribed by company law. But because YesCymru is a broad-based popular grassroots organisation the Gweithgor wrote it's own Articles of Association with legal advice from one of Wales’ premier independent law firms.
The Gweithgor received over 200 proposals for reform from groups and individuals. The draft Articles of Association are based on those proposals.
How would the content of the Articles of Association affect the ordinary members of YesCymru?
In practice, members wouldn't see a lot of difference. We would still be members of our groups and be able to continue to campaign locally in the same way. But new governing bodies and structures will be in place.
What are the Byelaws?
The second part of a new constitution would take the form of a complete suite of bye-laws. These are the rule-book for the smooth running of a company. If the Articles of Association are the skeleton of a constitution, the Bye-laws are the meat on those bones. They take on a different form to Articles of Association, they are less ‘legalistic’ in their tone, and take on a variety of tasks.
Some are ‘Rules’ whilst others are policies, codes of practice, terms of reference and guidelines. Bye-laws can be made up of a variety of documents relating to anything from Equality, Diversity and Inclusion, Safeguarding, Disciplinary Procedures; Social Media Guidelines; Directors’ Code of Conduct, Language Policy, Digital Democracy and much more.
What is the legal status of the Byelaws?
Bye-laws are different to the Articles of Association. The Articles of Association need to comply legally with company law, whereas the Bye-laws are viewed as internal rules for the day-to-day running of a company and relate to such things as matters of policy.
How were the proposed Byelaws drafted?
Unlike the Articles of Association Bye-laws do not need to follow a prescribed form, and do not need the same level of legal compliance as Articles of Association.
The Bye-laws drafted in the Gweithgor process are very specific to the needs of YesCymru.
How would the Byelaws affect the ordinary members of YesCymru?
The Bye-laws would provide detailed policies, terms of reference and rules containing additional governance and regulatory guidance on many aspects of the day to day operation of YesCymru and aim to set and uphold the highest ethical standards and best practice in governance, conduct and campaigning.
Can they be amended in the future?
Unlike Articles of Association, Bye-laws, by their very nature need to be more flexible so YesCymru can respond swiftly to changing circumstances and standards.
The proposed bye-laws could be amended by a simple majority in a meeting of the members or the proposed National Governing Body. We will not necessarily need legal advice to amend the bye-laws, and the wording does not need to comply strictly with company law and we may draw on gold standard models from other sources.
Therefore they won't be voted on in the EGM, but the Gweithgor has prepared Bye-laws that it will recommend to a new governing body. The proposed Bye-laws can be seen here.
The Proposed New Structure
The proposed structure can be seen here.
What are the proposed new national governance structures of YesCymru?
The main difference would be on a national level, and would see the formation of a new National Governing Body which would be directly elected by the members of YesCymru. This body would form the board of directors of YesCymru as the organisation would become a Company Limited by Guarantee. Board members would be represented equally from all the Senedd regions of Wales, as well as having a representation from outside of Wales. Several subcommittees would aid the National Governing Body in carrying out its tasks and would include an Audit and Risk Assurance Committee (ARAC). The National Governing Body's scope of work would include policy, strategy and administration and would be responsible for any staff employed by YesCymru, including the appointment of a possible CEO.
There would also be a second governance body at a national level - the Council of Deputies. This body would be elected from representatives of the YesCymru groups and would also represent equally the population of Wales through all of its our regions, as well as the wider diaspora. The Council of Deputies would form a link between the groups and the NGB and would communicate campaign strategy and the membership’s views to the National Governing Body.
What is the proposed structure for YesCymru groups ?
At a local level groups would not see a great change. All groups would retain their autonomy, and be free to carry on with their campaigning, much the same as before. Groups would be categorised as follows:
• Geographic Groups - these would be the local groups that would represent a local area
• Protected Groups - these would be groups protected under the Equality Act (2010) and represent all protected characteristics
• Thematic Groups - groups in this category would consist of special interest groups
Furthermore, Groups would fall into one of two categories - Accredited and Associated. Accredited status replaces the current constituted status, and the associate status replaces the un-constituted status.
Geographic and Protected Groups would also send delegates to form 5 Regional Councils, based on the Senedd regions. Each Regional Council would also have representation on the Council of Deputies.
The Role of a Director
How would the roles of the proposed new National Governing Body elected members differ from the role of the current Central Committee members?
The Gweithgor proposal that the current Central Committee is replaced by a National Governing Body whoch would become the board of directors for YesCymru Cyf - a Company Limited by Guarantee.
Their roles would be clearly defined in Company Law.
Board decisions can only be justified by the best interests of the company, not on the basis of what works best for anyone else, such as particular executives, or other organisational entities. But directors should be broad minded in the way that they evaluate those interests – paying regard to other stakeholders rather than adopting a narrow operational perspective.
How would the portfolios of the directors vary from the Central Committee members’ portfolios?
In the proposed Articles of Association the only defined role is the Chair. Under Section 272 of the Companies Act (2006) there is no requirement for any defined roles.
This gives YesCymru the opportunity to structure the new National Governing Body as it sees fit. It is possibe to to assign a multitude of roles to board members as it sees fit. These roles might include Vice Chair, Secretary and Treasurer and so on, but also a Campaigns Officer, Media Officer, Groups Liaison Officer, Spokesperson and so on.
Both Company Law and the proposed constitution are permissive in their wording, allowing flexibility for the 1structure.
However in the proposed Byelaws there is provision for one further defined role - a permanent portfolio position of an Elected Member with specific responsibility for Group and Membership liaison, growth and development.
Would the duties of directors to comply with company law increased workload and cause potential stress and burnout?
There will not be much additional work but there will be some changes. There will a legal obligation to keep detailed minutes of the National Governing Body meetings to provide a record of the board’s decision-making process. By law, these minutes must be kept for 10 years.
However the permissive nature of the structure allows more National Governing Body members to take on defined roles. In addition the structure encourages the establishment of sub-committees and task-specific groups to be created to aid the NGB in their roles. These sub-groups allows the NGB to draw upon expertise within the general membership to efficiently move YesCymru forward.
Would the new directors need any particular skills or qualifications in order to take up a role on the National Governing Body?
To be able to put one’s name forward for election to the NGB the support of 10 other members in good standing is needed, as well as a written application outlining background and qualifications/experience.
They would also need to have been a full member of YesCymru for at least 3 months.
Some directors in certain operational roles such as the Treasurer or any safeguarding roles would need to go through background checks before taking up a role.
Candidates could not apply to be a director of YesCymru if they are subject to an ongoing criminal investigation.
A specific qualification is not needed to become a director of YesCymru and sit on the National Governing Body, but candidates would be expected to show that they have the relevant experience needed to hold such a role. They must show that they have regard to -
• the likely consequences of any decision they make on the long term future of YesCymru
• the interests of YesCymru’s employees
• the desire of YesCymru to maintain a reputation for high standards in its internal operations and its external campaign strategy
• the need to act fairly in dealing with the relationship between members of the organisation and each other.
Useful information on the role of directors can be found here: https://www.gov.uk/guidance/being-a-company-director