Background
Our Society, the Royal Photographic Society of Great Britain (RPS), was founded in 1853 as the “Learned Society" for the art and science of photography. It is also registered as a charity with the Charity Commission. The existing model of governance under which we operate is provided by three instruments: the Royal Charter, awarded by HM the Queen on 27 July 2004, the By-Laws and the Rules.
Our Charter sets out the main purposes and structures of the organisation, whilst its day to day running is governed by our By-Laws and, on a more practical day-to-day level, by our Rules. Many years of incremental revision and change have over-complicated our By-Laws and Rules such that they have become difficult for many of us to understand, are inconsistent with modern standards and 'best practice' of governance, and leave much to individual interpretation. This can cause problems for the smooth running of the organisation.
Perhaps the most recent example of this was in the procedure and management of the 2019 Trustee Elections. The problems prompted several complaints from members and a most difficult transition from one Council to the next. In response, the current Council arranged for an independent review of the election process. A summary of this report can be found here. One of the most important recommendations from this review was that we undertake a review of our existing model of governance. After an open and rigorous tendering process, we engaged Mike Taylor (our former Chief Operating Officer) to carry out this work.
Governance Review 2020
Our Board of Trustees asked Janet Haines, Simon Hill (President Elect) and John Miskelly (Honorary Treasurer) to liaise between the Council, the Executive and Mike. The review has now been completed and Mike’s full report can be found here. John Miskelly has kindly provided a very useful summary of the report, which can be found here.
The Governance Review was an incredibly useful exercise in shaping our view of how our model of governance can be improved to ensure that the RPS becomes even more focussed on successfully fulfilling its charitable objects, and in providing a service and benefits to encourage and help each and every member in their pursuit and understanding of photography.
We have held several online Q&A sessions for members during the period between November 2020 and February 2021, and are very grateful to everyone who attended. The feedback from these sessions helped us to amend and refine the proposals.
All this work led to an Extraordinary General Meeting on 27 March 2021.
There was only one primary proposal for the EGM as follows:-
To adopt in their entirety the By Laws of the Royal Photographic Society of Great Britain (“the Society”) in the form hereby presented to Members for the purpose of voting on this adoption at an Extraordinary General Meeting of the Society held on 27 March 2021 called with due and proper Notice having been given
Further, that the Council (Board of Trustees) of the Society are authorised and directed to take any action necessary to effectuate the foregoing Resolution to adopt said By Laws, including, but not limited to, any minor amendments to the text that does not alter the meaning thereof, Certification of the adoption of the By Laws, placing the Certified Copy of said By Laws in the Minute Book of the Society, to retain a Copy for inspection at the principal office of the Society, and any other action that may be required by law or by the Privy Council.
A poll of all RPS Members was carried out independently by Mi-Voice, who also conduced a vote during the EGM meeting. 1,097 votes were cast, representing over 11% of the total membership.
Over 97% of those who voted did so in favour of the resolution, and it was therefore passed.
Summary of Changes
• A new Members’ Committee (replacing the Standing Committee) to advocate for the role of members and oversee the work of volunteer-led groups, with powers to hold the Board to account.
• An increase in the size of the Board of Trustees, with a greater proportion of directly-appointed trustees.
• A Nominations Committee appointed by the Board of Trustees and Members' Committee with responsibilities and powers clearly enshrined in the By-Laws.
• Adjustments to the requirements for EGMs and Members’ Resolutions to more easily enable the Members of the RPS to hold the Board to account, and a greater threshold for approval of By-Law changes.
• The potential to appoint Ambassadors to represent the RPS in various different ways.
Through this process, the RPS has elected to modernise its practices, benchmarking it against other leading organisations, and providing much-needed clarity and involvement for members.
The greatest strength of the Royal Photographic Society is its membership: the expertise, commitment and diversity of thousands of photographers around the world. For our organisation to thrive, we will now build upon that strength, ensuring that the best people are in positions of responsibility and that they - individually and collectively - can be held to account by the membership.
As we develop a far-reaching strategy for the future of the RPS, we can now be confident that our model of governance is robust and relevant. This will ensure that the organisation is placed to embrace future opportunities and challenges, bringing inspirational photography to even more people.