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Proposed new Royal Charter and Bye-laws

Since March 2022, the Society has been reviewing its key governing documents – its Royal Charter and Bye-laws. This was at the request of the Society’s trustees, known as its Council, to ensure that these documents are fit for modern purpose, reflect best practice and are in line with current legislation.

Read more in 'The governing documents' below.

Your vote

If you are a Fellow of the Society, during the summer you will be asked to vote to support the new Royal Charter and approve the new Bye-laws prior to those being sent the Privy Council Office, for formal adoption. You will receive your ballot paper by email. If you are concerned that you might not receive it, or would prefer to vote by post, please contact secretary@geolsoc.org.uk
  
There will then be a Special General Meeting (SGM) in winter 2025 for the ballot to be ratified, in accordance with our current bye-laws. Notification of the SGM date will be provided at least two months in advance.

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:

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.

Having been received in 1825, the Royal Charter is a document of historic significance to the Society. However, the style of the Royal Charter is archaic which presents challenges in its interpretation and thus use as a modern governing document.

The fundamentals of our governance structure are defined in the Royal Charter. However, the structure that was determined in the 19th century, and which includes named individuals, is not considered fit for purpose in the 21st century.

The amended Royal Charter has been subject to an external review and has been developed in conjunction with an adviser recommended by The Privy Council Office. Some of the language remains old fashioned, due to conventions required of a Royal document. The most significant change is that the new draft does not require Council to be made up of 23 members. The size of Council is now set by the Bye-laws rather than the Charter.

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.

The last review of the Bye-laws by officers of the Society was more than 20 years ago. The current Bye-laws are no longer fully compliant with current legislation and do not reflect modern organisational standards and practices.

The revised Bye-laws have been streamlined with an emphasis on the use of plain English to ensure ease of use and clarity of responsibilities and liabilities for stakeholders.

The revised Bye-laws have been subject to external review including by a specialist in charity governance.

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.

A message from the President

Dear Fellows,

We updated you on 28 October 2024 regarding the progress made by the Council-instigated working group to review the Society's Royal Charter and Bye-laws with a view to ensure both documents are fit for modern purpose, reflect best practice and are in line with current legislation.

Drafts of the Supplemental Royal Charter and Bye-laws were approved by Council at the end of September 2024 and, following advice by the Privy Council, one further amend was made, which was approved at the November 2024 Council. In January, the final drafts were then submitted to Privy Council Advisors for a fuller review. This is now complete without further amendments.

In May, communications will go out via Geoscientist to direct Fellows to the final drafts and details of the formal procedures and next steps. This will include a ballot followed by the call of a Special General Meeting for the Fellowship’s final approval late November or December.

If Fellows approve these drafts, they will be submitted to the King to be formally sealed. Our thanks for your support to date, and we look forward to your participation in the next stage of the process.

With best wishes,

Jon Gluyas
President

A message from the President

Dear Fellows,

You may be aware that a Council-instigated working group has been reviewing the Society's Royal Charter and Bye-laws with a view to ensuring that these two documents are fit for modern purpose, reflect best practice and are in line with current legislation. Earlier in the year, a consultation exercise was launched and Fellows were invited to comment on drafts of the updated documents. The consultation process closed on 28 April and the working group has now had time to consider and respond to each comment made.

In total, 5,329 Fellows opened and read the dedicated email on the subject sent in March by my predecessor, Ruth Allington. There were 771 views of the consultation webpage by 562 individuals and we received a total of 81 written comments from 35 Fellows. These anonymised comments and the working group's response to each are available for you to view here.

The next step in the process is for updated drafts of the Royal Charter and Bye-laws to be considered by Fellows and for a Special General Meeting to be called for final approval. The details of the procedures and timetable for these stages will be communicated to Fellows later in the year.

My sincere thanks to those of you who have participated in the process to date.

With best wishes,

Jon Gluyas
President

Letter from the President

Dear Fellows,

In 2022, Council announced its intention to review its Bye-laws, adding the Royal Charter to this process some 10 months later. These two documents are foundational to the successful operation and governance of the Geological Society, setting out both our purpose and objects in law, and the ground rules governing the way we work. The intention of the review has been to ensure that these documents of governance are fit for modern purpose, reflect best practices and are in line with current legislation. Note also that it will be necessary to review the Society's Regulations (which govern our day to day activities) and the operation of our Standing Committees in the light of any approved changes to the Royal Charter and Bye-laws.

A working group chaired by Jessica Smith (former Trustee and former Vice-President, Regional Groups) and including myself, the Society's CEO, former Council members and former and current members of staff have been undertaking this review, reporting regularly to the Society's Trustees. The resulting documents have the support of Council and are now being made available to Fellows for review and comment.

The Fellowship consultation will run from 8 March to 28 April 2024 after which it will close and all comments received will be reviewed. A full response to all the comments received will be made to Fellows and any necessary revisions that are approved by Council will be incorporated. Following Council approval the final versions of the new Bye-laws and Royal Charter will then be proposed for adoption at a Special General Meeting on a date to be announced.

The revised Royal Charter and Bye-laws, and an explanation of the proposed changes to our governance, are set out in a document accessible via the link at the bottom of this letter. Please take time to read the full document which sets out the reasoning behind the proposed changes.

You can submit comments using the form accessible via the link at the bottom of this letter. Anyone wishing to make more extensive comments can send them as an attachment to byelaws.review@geolsoc.org.uk. In order for us to be able to take your comments into account please ensure that you include your full name and Fellowship number.

We do hope that as many as possible of you will take the time to read the documents and provide us with your views and comments.

With best wishes,

Ruth Allington
President of the Geological Society, on behalf of Council

Relevant links:

 

byelaws review committee

Members of the Bye-laws review group meeting in Burlington House. From left: Simon Thompson, Neal Marriott, David Norbury, Dave Jones (on screen), Jessica Smith (project Chair), Ruth Allington, Martin Griffin. Missing from the photograph: Richard Hughes.

Fellows will be familiar with the ongoing Bye-laws review. As a reminder, the review was instigated in 2022 to modernise the governance of the Society, ensure we follow best practice as set out by the Charity Commission and that we fulfil all our legal obligations. The Bye-laws working group has continued to make solid progress over the winter months, in particular:

  • Workshops have been held with Council members to more fully understand their motivation for volunteering and any ideas they have for governance reform.
  • An advisory group has been established and is providing valuable input during the re-drafting process.
  • Contact has been made with the Privy Council Office in relation to including the Royal Charter in the review (see below for details).
  • Discussions have been held with other organisations which have either amended their Bye-laws, or which operate under different governance structure, to better understand the strengths and weaknesses of different models.
  • It is planned to seek advice from external sources with expertise in charity governance. 

Most importantly, Council considered progress at its meeting on 1 February 2023 and agreed that in order to move the review forward in the most effective manner, the Royal Charter should be included in the review. They agreed an amendment to the terms of reference which can be found here. Our current Charter dates back to 1825 and, with the exception of a limited amendment in 2006, has remained unchanged since. The Charter is the primary instrument of our governance, from which the Bye-laws are derived, but it is out of line with current best practice. Furthermore, its style and language are opaque and do not paint a picture of a modern, forward-looking Society.

The inclusion of the review of the Royal Charter may slow progress a little and a full Fellowship consultation is not now likely in the first half of 2024. A full update on the review will be provided at the Society's AGM scheduled for Wednesday 14 June 2023.


Over the summer and early autumn period, the Bye-laws review group has met several times and an advisory group recruited from amongst the Fellowship. Early progress has been reported to Council and the focus has been on ensuring that our Bye-laws are fit for modern purpose and in line with current legislation and best practice. Work will continue in the coming months and in 2023 there will be a consultation exercise in which all Fellows will be invited to comment.

 

Fellows will be aware that the Geological Society has a long and illustrious history. It was founded in 1807 and in 1825 was granted its Royal Charter of Incorporation, with a supplemental charter granted in 2006. Today it is a registered charity and its instruments of governance include its Royal Charter, its Bye-laws and its regulations.

The Bye-laws are a key instrument of governance, setting out many of the rules under which the Society operates. The current Bye-laws, though, are over 20 years old and in that period much has changed, both within the Society and in the external environment within which it operates.

Council has approved a review of the Bye-laws aimed at ensuring that the Society's key instrument of governance reflects modern organisational standards, and that we have the flexibility needed to operate in a rapidly evolving and unpredictable world. A working group has been formed and its initial work will be to propose revisions which will then be the subject of a Fellowship consultation. This working group will be supported by an advisory group drawn more widely from the Fellowship.

The terms of reference and working group membership can be found here. The current Bye-laws can be found at https://www.geolsoc.org.uk/byelaws and Fellows' comments on the review or the Bye-laws themselves can be sent to byelaws.review@geolsoc.org.uk. If you wish to join the advisory group please contact this same address.

Jessica Smith, former Council member, Chair of the Bye-laws working group.