Bye-laws review

The review has been led by a Working Group comprising the current President and Past President, past members of Council, the Chief Executive Officer of the Society, the previous Executive Secretary and a project manager. The group has met 32 times.

An independent Advisory Group of Fellows was also formed to support the Working Group by contributing ideas and critically reviewing emerging proposals and text, and Council was briefed regularly and consulted in sessions separate to regular Council meetings.

The Working Group has consulted widely with stakeholders within the Society including volunteers and staff. Internal stakeholders who were consulted include:

• Council
• Members of the Finance and Planning Committee
• Chairs of Standing Committees
• Past-Presidents of the Society
• Senior Leadership Team
• Regional Groups
• Early Career Network
• Professional and Scientific Interest Groups
• Affiliated Groups
• All Fellows of the Society were consulted in 2024

In addition, the group held wide-ranging discussions with other organisations that have undergone a comparable governance review in recent years, and has referred to guidance from the Charity Commission and to applicable charity law. It has also consulted an expert in charity governance, with the Privy Council Office, both informally and formally, and with Privy Council Advisors.

A consultation exercise was launched in 2024, and Fellows were invited to comment on drafts of the updated documents. The consultation process closed on 28 April 2024, and the working group considered each contribution and responded to each comment made. 5,329 Fellows opened and read the dedicated email on the subject.

There were 771 views of the consultation web page by 562 individuals and 81 written comments were received from 35 Fellows. These anonymised comments and the working group’s response to each are available for you to view here.

The Society has a hierarchy of governing documents, which define our governance structure. Fellows will be asked to provide their approval for the proposed redraft of the Royal Charter and of the Bye-laws.

Royal Charter

1. The Royal Charter was granted in 1825 and remains the Society’s primary instrument of governance. A Royal Charter is an instrument of incorporation, granted by the sovereign, which confers independent legal identity on an organisation and defines its objectives, constitution and powers to govern its own affairs.
2. A Supplemental Charter was granted in 2006.
3. Changes to the Royal Charter require Privy Council approval on behalf of the sovereign.

Bye-laws

1. The Royal Charter gives Council the authority to amend the Bye-laws and the Bye-laws themselves set out the process by which the Society’s Fellows are involved in this process.
2. The current Bye-laws were approved by Fellows in 2000.
3. In accordance with the current Bye-laws, all 23 Council members are Trustees of the Society.

Regulations

1. The Regulations provide further detail on the operation of the Society.
2. The Bye-laws give Council the authority to amend the Regulations.  

Once the work on the Royal Charter and Bye-laws in concluded, revision of the Regulations will commence so that the full suite of governance documents is consistent and up to date.

Both documents have been comprehensively revised and Fellows are invited to compare the documents side by side.

Most changes apply to details and do not in themselves represent major changes to the daily workings, management or governance of the Society, but add up to a set of rules that are simpler and easier to understand and implement, will improve efficiency, minimise unnecessary bureaucracy, and are more aligned with the way organisations operate in the modern world.

The most notable change is the reduction in the size of Council, which is discussed in more detail below. The Elections Committee is renamed the Nominations Committee and will make sure we are reaching out to ensure positions on Council, Standing and other committees are well publicised and available to a wide and diverse range of people, and that excellent candidates are identified. Fellows and other voting members of the Society will continue to be able to nominate whichever voting member they choose for positions on Council, and will continue to have the power to elect Council members, including the President. A provision has also been added so that an Advisory Panel can be set up to help advise Council on specific matters at the request of Council.

The Charity Governance Code was developed to help charities and trustees achieve high standards of governance. While not a legal or regulatory requirement, the Code draws upon the Charity Commission’s guidance. The Charity Commission has observer status in the steering group that developed the Code.

The Code states “A [trustee] board of at least five but no more than twelve trustees is typically considered good practice”.

Although not explicit on the recommended maximum size of a trustee board, Charity Commission guidance states that it is important to “keep your board small enough to arrange meetings easily and allow effective discussion and decision making”.

The Society’s Council currently comprises 23 trustees who are elected by the membership via the annual Council elections. A Council of 23 trustees far exceeds the good practice recommendations of the Charity Governance Code.

The Working Group found that the large number of trustees poses risks to effective and compliant operation of the Society because:

• A large group increases the time taken to cover agenda points, reducing the number of items that can be covered in each meeting.
• It is challenging to provide opportunities for all trustees to contribute to discussions; therefore, the benefits of the diversity of skills and experience in the Council may not be fully realised.
• It can be challenging to arrange quorate meetings of Council if decisions need to be made at short notice.
  For these reasons the proposed Bye-laws provide that Council will normally comprise twelve people, and no more than fourteen.

In accordance with the current Bye-laws, the following actions are now required for the proposed new Charter and Bye-laws to be approved:

1. A motion, signed on behalf of Council must be delivered to one of the Secretaries at the Society's premises at Burlington House. This step has been carried out and a copy of the letter can be found here.
2. Notice of the proposed changes must be displayed within two days of their signature or their receipt. This website constitutes display of the proposed changes, and they have also been put on display in the Society’s library.
3. Proposals shall then be read from the chair at two successive meetings at the Society’s premises at Burlington House.
4. Fellows shall be notified of the proposed changes by post. This is taking place by way of an inserted letter in Geoscientist magazine. If you are eligible to vote but do not receive Geoscientist magazine a letter will be sent separately. If you have not received the summer issue, or would like to notification to be posted to you separately, please contact secretary@geolsoc.org.uk
5. Written arguments for and against the changes are outlined in the 'What are the main changes?' section above, and in the 2024 Fellowship consultation exercise response document referred to above.
6. Proposed amendments to the draft Charter or Bye-laws require five or more Fellows to put their name to any amendment. Amendments will be subject to ballot alongside the main documents. Amendments should include the name and signature of at least five proposers, together with the membership number of each signatory. This must be delivered before 7 July 2025 by hand or by post, and addressed to 'The Secretaries, C/o Chief Executive, The Geological Society, Burlington House, Piccadilly, London W1J 0BG'.
7. If you are a Fellow of the Society, you will receive instructions on how to vote, and link to an electronic ballot, by email at the email address we normally contact you on. Please check your spam filter if you have not received it by 21 July. If you would prefer to receive a ballot paper by post, please contact secretary@geolsoc.org.uk
8. A Special General Meeting will be held winter 2025 to provide a vote confirming the results of the ballot by an absolute majority. This is to satisfy the requirements of the current bye-laws and participants will be expected to respect the results of the ballot. It should be noted that the Special General Meeting will be for that purpose only and no amendments will be taken at that meeting.
9. If the proposed Royal Charter and Bye-laws are approved by Fellows at that meeting, then a formal petition will be submitted to the Privy Council. Although the Privy Council has informally reviewed and approved our draft documents, they will then formally review the petition and may request further information or clarification if they wish.
10. Once approved, the Privy Council will issue a Supplemental Charter with the amendments.
11. We will then inform Fellows, members and stakeholders, as well as relevant regulatory bodies, and begin using the new Royal Charter and Bye-laws as our governing documents.