Since its inception in 2006, Transition Tynedale has had a very relaxed, open and inclusive attitude to its internal organisation, placing the responsibility for effecting change on every individual involved in the movement. Over time, it has become apparent that a more defined structure is needed within our organisation
The organisation structure needs somehow to achieve the following:
- Encouraging participation, from as wide a catchment as possible
- Offering different ways to participate so that the local community can get involved without having to wholly subscribe to Transition values
- Supporting everyone who volunteers for TT; from those who help for 1-2 hours once in a while, to those who do some kind of TT volunteer work virtually every week to those who take responsibility for the decisions and actions of the organisation
- Enabling the organisation to grow
- Being responsible and accountable, particularly for incoming and outgoing money
- Limiting our legal liability so that individuals are not put at risk
- Recognising that everyone in TT is a volunteer
We currently have the following:
- A large (300+) group of people who have subscribed to our email newsletter/update.
- Monthly open meetings. People on the TT mailing list are pro-actively invited. The public may also attend. The same people do not attend each month, but attendance is typically 10-25 people and typically 40-100% of these are regular TT volunteers who are heavily involved in TT activities. The monthly meeting is facilitated each time by a different volunteer. The agenda is determined on the night by those who come, but typically involves
- Updates from various ‘TT projects’,
- Updates from related projects.
- Volunteers typically give and receive advice, guidance and help with decisions.
- A legal entity formed as a Company Limited by Guarantee. There are 6 Directors of the Company, elected at the last Annual Meeting in 2011. The Members of the Company are also the Directors as set out in the Articles of Association. The Directors have formally met three times since incorporation
- A Chair, Treasurer and Secretary
- Various sub-groups and project groups, who organise meetings and take decisions and actions specific to their particular groups and projects.
- A ‘core’ mailing list, which is comprised of TT volunteers who have expressed an interest in helping make decisions and take actions that arise between the monthly meetings about TT in general.
- A series of group & project mailing lists, which enables sub-groups of TT volunteers to communicate and take decisions and actions that arise.
Membership of the mailing lists is visible only to 1-2 TT volunteers (who maintain the lists), although individuals on the list can unsubscribe at any point.
Decisions are taken:
- By individuals running their own projects/activities independently. E.g. 1 person is organising a trip to Incredible Edible Todmorden and will decide the date, time, transport, communication, agenda etc
- By groups running their own projects/activities. E.g. the Energy Working Group organising the 2013 Energy Fair
- By the Directors as a Board e.g. authorising expenditure, maintaining insurance
- By the ‘core’ email list e.g. who will respond to an email received through the TT website asking to talk to TT about x,y,z
- By whoever turns up to the monthly open meeting. E.g. should we run a market stall in a particular month and if so, who will help and what will be the theme(s)?
Risks of our Current Structure
The following have been identified as risks in the way we currently operate:
- Only Directors are Members of the Company and so only they are protected by law.
- TT volunteers who make decisions on behalf of the Company may be judged as Shadow Directors in a legal dispute. This means that they may be held responsible personally for the decision.
- Although the Directors are responsible for TT’s contractual obligations, there is no process or structure in place to support them in this effort. This means that TT activity undertaken without the Board’s knowledge or authorisation, is seen as the Directors’ responsibility nonetheless.
The current Board of Directors has consulted with Social Enterprise Coach Anne Lawson from Northumberland County Council in an attempt to resolve the issues and risks highlighted above.
And so, we propose the following structural changes to Transition Tynedale:
- Create a wider Membership of Transition Tynedale Limited, so that we have formal TT members with Rights.
- Publicise the possibility of becoming a TT Member. At first inviting people on the TT mailing list to apply.
- The key right of a Member is the ability to Vote on Company business
- Anyone can apply to the Board of Directors to become a Member.
- Membership can be terminated on written request (electronic is ok).
- Members will be liable to £1 each should the Company go into liquidation.
- See here for a more detailed proposal on the Rights of TT Members
- Publicise the role of Directors of the Board within TT.
- Any Member will be eligible to become a Director
- Directors to serve fixed terms and rotate on a regular basis.
- Responsibilities will include:
- Abide by contractual obligations of all won Grants
- Abide by contractual obligations of Insurance
- Ensure Risk Assessments are carried out
- Authorise new Member applications and maintain a register of Members
- Responsibilities may be delegated to Members under clearly stated Terms of Reference.
- See here for the proposed Risk Assessment pro-forma.
- See here for the proposed Terms of Reference.
- See here for more detailed information on the Responsibilities of TT Directors
- There is still a place in TT for people who decide not to become a Member. However, non-Members would be excluded from activities that would put the Company as a whole at risk.
- Anyone can subscribe to any of the Email lists
- Anyone can view the website
- Anyone can attend open meetings, such as the monthly Core meeting.
- Anyone can attend and participate in our public events
You can read a summary of the proposed changes to our Articles here
If you would like to have your say on the structure of Transition Tynedale, come along to the Structures Meeting at Prospect House on 26th March at 7:30pm.
We will not just be discussing the proposed structural changes above. In fact we as Directors hope that we’ve done a good enough job in researching our options that there isn’t too much to resolve in that regard. We could be wrong of course!
For the rest of the evening, we can tackle the more interesting subject of how we can fulfil our primary objectives as a Transition group within Tynedale. You might like to address what our objectives actually are. Or how we can most effectively fulfil them. Or how we can open Transition Tynedale to a wider audience. I don’t think there are any limits to what is in this discussion, so bring along your questions, your ideas and your enthusiasm. Rakesh has undertaken a study of TT and its effectiveness, and he will make a presentation of his findings to start the ball rolling.
Interested in more background on the roots of TT and its evolution? Read on…
TT began life as an unincorporated association, with a constitution drawn up by the nine people who were the first members of TT. This was simple, flexible, cheap and easy. TT then grew, with more people volunteering, sub-groups being formed and multiple projects taking place. We took out an insurance policy to cover for liability for typical activities e.g. organising public events.
In 2012 TT incorporated as a company limited by guarantee. It was decided at the time that the Directors would also be the members (and vice-versa) because attendance at monthly TT meetings was still reasonably small and very fluid and we wanted administrative simplicity. We didn’t want to charge people to be members, and we didn’t want to have to maintain a membership list separate from the TT mailing list. If a few people volunteered to take overall accountability for key decisions and these few people were the few regular attendees this was felt to be the simplest, most effective way of achieving legal protection.
The other options we considered and rejected at the time were:
- Charity – rejected primarily because of the greater administrative burden that comes with being a charity, but also because there might potentially be difficulties with some of the activities TT might wish to undertake e.g. on-selling Transition books
- Cooperative – rejected because this is more appropriate where a group of people have one more focused activity that they share, whereas TT is an umbrella for all sorts of activities; and also because a Cooperative structure was viewed as more cumbersome with more admin than a straight company limited by guarantee. Cooperative structure was also rejected as it is harder to fund raise from grant giving bodies, according to Anne: There’s more risk their grant could ‘leak out’.
- Community Interest Company – rejected because the admin burden is more than for a regular company and the extra advantages afforded to CICs were not deemed relevant to TT activities (e.g. ability to raise capital investment and lock assets so they can’t be distributed to members etc)
And so, hopefully by the end of March 26th, we will have resolved some long standing issues, and be able to enter a new phase of transition with a firm footing. Good luck everyone.