Position Statement on the Legal structure of SI Network – a comment for discussion

I was pleased to get a response from the Chair to my concerns that there had been no Annual Conference available (an earlier request) to share the latest research and network with the membership, along with a General Meeting, which the current Articles of Association require, annually.

 Clarification of the legal structure of SI Network, and notice of adoption of up to date Articles of Association for a company limited by guarantee

03 Nov 2017 16:14Suzanne Leyland (Administrator)

To Members of the Sensory Integration Network (UK & Ireland):

I have asked that this Position Statement outlining the status of our organisation be put on our website, in order to inform all our membership as to how this organisation’s governance is structured.

Chair: Board of Directors, Sensory Integration Network UK & Ireland

Date: 3 November 2017

Position statement

Clarification of the legal structure of SI Network, and notice of adoption of up to date Articles of Association for a company limited by guarantee

Background

In 2004, as a growing not-for-profit organisation promoting quality education in Ayres Sensory Integration, SI Network adopted the legal structure of a private company, limited by guarantee. It remains in this format today. The name of that company is Sensory Integration Network (U.K. and Ireland) Limited  (“the Company”).

SI Network has a large, active and highly valued membership: these people are members of our network and not legal members of the Company per se.

In compliance with good governance practices, SI Network has reviewed its governing body*  and has adopted appropriate modern Articles of Association**  suitable for a company of this nature.

Position Outline

  • As we have grown as an organisation and responded to new challenges***, we have reviewed the management requirements to ensure that the roles cover the necessary mix of academic and business skills to take the company forward.
  • The revised structure is made up of the Company’s Board of Directors -Chair, Postgraduate Education, Research, Membership, and Business Operations.
  • The legal members of the Company are the five directors of the Company under the new structure. These corporate legal roles should not be confused with SI Network’s highly valued network memberships who are not legal members of the company.
  • Annual General Meetings have for some time now no longer been required to be held under company’s legislation and to the extent that they are held would be attended by the full Board, which are the legal members of the Company, only.
  • In order to clarify the roles and obligations of the Board and legal members of the Company, the Board of Directors adopted new Articles of Association for a company based largely upon the model articles for a company limited by guarantee, under The 2006 Companies Act. These Articles of Association comply with all legal requirements expected of a not-for-profit organisation.
  • We have created this simpler, clearer structure to allow SI Network to continue to thrive and evolve in response to the needs of our network membership, whilst complying with good governance best practice.

*Governing Body – made up of the directors who have a legal responsibility for the company and ensure it carries out its activities properly

**Articles of Association –  rules which set out how the company is run, governed and owned.

***This refers to changes in the range of providers and in the funding sources of training.

Below was my reply and comments

  • 04 Nov 2017 18:42| Ros Urwin
    I am really concerned that such fundamental changes, to include updating the Articles of Association of the SI Network, have been done with no reference or intended consultation with the SI Network members.
    I strongly disagree with the Position statement first assumption that:
    ……”we have reviewed the management requirements to ensure that the roles cover the necessary mix of academic and business skills to take the company forward.” NOOOOO Not academic mix with business skills. Where are the occupational therapists and clinicians to help shape and inform the future direction of the Network? The Board appoint the Universities to bid for the Module postgraduate programme on a three year cycle, as required – the relationship has been that the “academics” work in partnership with the Board. The Board invited a Business representative to support the Board in its decisions. The Directors have a limited term of office, being required to stand for re-election after 3 years.
    I cannot see the new Articles of Association on Companies House website – therefore these announcements and changes are not currently available to the membership.
    I am particularly concerned that these changes have been announced during a period when there have been no occupational therapists on the Board of Directors since 1 April 2017 (the Articles state there should be a minimum of 5 directors) and that these decisions have been taken by 2 Speech and Language therapists/academics (who are not SI practitioners), a physiotherapist (who is an Advanced Si Practitioner) and a business manager – with the Chair, having the casting vote?
    I am very sorry to see these announcements – I have petitioned quietly for the last year asking for when the SI Network would be holding a legal AGM. There has not been one since 2014 (Unless the `Articles of Association” are changed – which the SI Network’s ones have not since 2011), the position is (you can see the link below the following statement):
    Must a company hold general meetings?
    There is now no statutory requirement for a private company to hold any general meetings, not even an Annual General Meeting. This change was introduced when Part 13 (sec281 – sec361) of the Companies Act 2006 came into effect on 1st. October 2007. Before that, all companies were required to hold an Annual general Meeting, though since the 1989 Act came into effect it has been possible for private companies to opt out if holding AGMs, by passing a (now defunct) elective resolution.Some companies’ articles will require them to hold an AGM and any such provision will continue to be binding on the company until the articles are amended. A company may hold an AGM even though not bound to by the Act or its articles.
    The former statutory requirement to lay accounts before the general meeting has been replaced by a provision requiring them to be sent to the members: CA 2006, sec423 – sec425.http://www.companylawclub.co.uk/must-a-company-hold-general-meetingsI am very pleased to see that the Network are holding an Annual Conference; which I had hoped would become ‘annual’ again (not had one since 2014 post 2015 ESiC).
    I hope it will return to being a members’ Network for the members, responsive to all those who are passionate about Ayres’ Sensory Integration.
    Ros Urwin
    Previous Director Postgraduate Education (SI Network 2012-2015)