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RPS House 3

EGM 2021

Following a careful governance review and consultations with members, we are proposing important updates to the RPS's bylaws

Notice of an Extraordinary General Meeting (EGM)

The Council of the Royal Photographic Society hereby gives notice of an EGM to be held on Saturday 27 March 2021 at 11:00 GMT. This meeting will be held online by video conference.

The general business of the meeting will be to approve proposed amendments to the RPS By Laws.

“This EGM, to approve our new By Laws, is one of our most important meetings of recent years. Council has created a far-reaching strategy for the future direction of our Society; a strategy that provides greater benefit and influence to our Members and which increases the diversity and reach of our work to ensure that ‘photography is for everyone’. The new By Laws are an essential part of this work and I urge every Member to attend this EGM and play their part in charting an exciting new future for our Society.”

Simon Hill HonFRPS President

To read the full proposed By Laws go HERE  

Resolution 

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.

Finally, to approve an amendment to Clauses 3 and 10 of our Royal Charter, granted 27 July 2004, in such manner as may be prescribed by the Privy Council, in order to properly provide for the Society to be empowered to grant the designation of Chartered Photographer as provided for in the Regulations thereof as and when such Regulations are approved by the Privy Council.

Attending the EGM and voting

From 5 March to 25 March 2021, an online poll is being conducted for us by the independent voting organisation Mi-Voice.  On March 5th you will receive an email from the RPS giving you the details about voting.  Within a few hours you will then receive an email directly from Mi-Voice, which will include an invitation to book for the EGM on 27 March.

Please check your junk and spam folders if you have not received an email from Mi-Voice by 7 March. If you have definitely not received the email, please contact Mi-Voice at support@mi-voice.com or by telephone +44 (0)2380 763 987.

If you wish to vote at the EGM itself, rather than in advance, it is very important that you indicate this on the Mi-Voice voting site. Otherwise you will not be able to vote at the EGM.

You may also choose to vote in advance so to facilitate this the Mi-Voice voting site gives you the choice.  All valid votes, whether made in advance or on the day will be counted, so you can be assured your vote counts.  Advance voting closes on 25 March 2021 at 11.00 GMT.   

Whilst the votes are being counted we are delighted to announce that there will be a 15 minute photographic presentation:

Colouring the world. The Robert Bird autochrome collection. 

Michael Pritchard will show and discuss a remarkable body of early colour photography made by a former member, which has been given to the RPS.

Unable to vote online?

A paper voting form is available from Mi-Voice by either calling +44 (0)2380 763 987 or emailing support@mi-voice.com  These must be returned to Mi-Voice to reach them by no later than 25 March 2021 at 11.00 GMT.

Attending the EGM

On 26 March 2021 you will receive an email with the Zoom meeting link. When you join the meeting please be sure that the name that appears on Zoom is identical to your registered RPS membership details.  This will be used to validate your entry in to the EGM and unless it matches precisely then you will not be able to enter the meeting. No technical support will be available to you on the day.

If you have chosen to vote during the EGM, the email you will receive will also have your individual details for voting at the EGM on 27 March 2021 at 11.00 GMT.  So do have this on your computer and available for when you are invited to vote during the meeting.  

Member online meeting presentation

In February Trustees organised a Q&A session to enable members to understand why the new By Laws are essential to the future of the RPS.  This provides an overview of the changes, highlights the key improvements that better empower members, and shows how the new By Laws support the new Strategic Plan that will be announced in a few weeks.

President Simon Hill HonFRPS made the presentation, which can be viewed HERE

 

Governance

FAQs raised at the Q&A meetings for members in February 2021

What is the difference between RepCom and MemCom?

RepCom is the Representative Committee and MemCom is the Members’ Committee. 

Fundamentally RepCom is a ‘think tank’ and the Members’ Committee (currently called the Standing Committee) is operational. 

Those attending the RepCom meetings will be the Chairs of all the various high level committees such as Education, Awards, Finance, Science, Distinctions plus one member as a representative of Special Interest Groups (SIGs), one for Regions and and one to represent Chapter/International members.

At RepCom meetings we have topic(s) to debate and discuss.  These are often suggested by the Board, where they invite feedback, such as when we were putting together the proposed new By-Laws.  Also members of RepCom can suggest topics that they feel it is pertinent for the Board to consider and discuss. Three Trustees attend these meetings, one being the Chair, one being the Hon Treasurer and then one further Trustee.  The CEO and Volunteer Manager are invited to attend RepCom meetings. 

MemCom is made up of the Chair (or another  chosen representative) from each SIG, Region and one for International members.  Topics for discussion are likely to be more in line with issues that are directly relevant to the smooth operation of the various groups.  There would also be some neighbourly support from one group to another and the sharing of best practise.  A Trustee attends these meeting, as can the CEO and Volunteer Manager. 

Why does the President serve 2 years and Trustees 3?

The proposed new ByLaws state the President (P) should be elected, and they will be in this post for 2 years.  He /she may then stand for a further 2 years if re-elected.  With Elected Trustees serving terms of 3 years, this creates a situation where there is some continuity. 

Let look at a practical example to illustrate this. Suppose the elected P only serves 2 years and stands down – with the Trustees having another 1 year left to serve, it gives continuity of whatever initiatives they are working on at that time.  If the P is re-elected and remains for the additional 2 years, he/she will have a new Board of Elected Trustees, one year in to their term of three years. 

By making the P a 2+2 terms, and giving the members the opportunity to vote them in or out, it enables those Presidents who are doing a good job, to serve a longer period to achieve their programmes of change.  Equally if they are not proving to be a good enough, then the member’s will be able to remove them after 2 years by not voting them back in.

Maximum terms for Trustees and President

The maximum term of office is 6 years, however if the President assumes office at the beginning of their 6th year, then By-Law 9.4 allows for the President to complete their term of 2 years, ie they serve for 7 years by exception. In this instance, it does not allow them to extend for a further 2 years. 

What happens if the President or any Trustees stand down during their term?

If the President stands down during their term of office they cease to be a Trustee.  Same for a Trustee.  Individuals can re-stand as a Trustee after a break of 2 years.

If the President resigns then an EGM will be called to elect their replacement.  In the interim period, the Deputy Chair of the Board will be their temporary replacement. 

If an ordinary Trustee resigns that leaves a place that can be filled with a co-opted Trustee.  Such an individual would be in post only until the next AGM.

Why have you dropped the idea of having a separate Chair of the Board and President?

We listened to the feedback from the members at both the members online meeting in December 2020 and other meetings with volunteers.  Too many did not favour this change in tradition.

However, it is fair to say that in keeping it as one role, this is a huge task for any individual and as we have seen over recent years, this has the potential to take a toll on their health.  It should also be noted that the two aspects of the post require two very different skill sets.  This may justify further consideration in the future, but for 2021, we intend to retain the combined post of President and Chair of the Board within one elected individual.

Are we doing away with Rules?

Yes.  The new proposed By-Laws encompasses elements that are currently within the RPS Rules.  Other elements will go into the Regulations and Terms of Reference (ToRs) that each group or committee will have. 

Only the By-Laws will ultimately need to go to the Privy Council for their approval.  Regulations and ToRs are within our own control. 

This should simplify the process in the future and enable us to make changes more quickly, in line with the ever changing world we live in. 

Is the Deputy Chair of the Board voted for by the members?

No.  The Board of Trustees will decide amongst themselves who will hold this post.  It needs to be a Trustee that they consider has both the skills to chair meetings and has the respect of all members.   There is no set period for an individual to hold this post, so this will be decided by the Board in due course, with periodic reviews as set by the Regulations.

If you have a question that relates to the proposed new By Laws, then do email janet.haines@rps.org – we will answer your question and add it to the FAQ above if it is relevant to all members.