Annual General Meeting

The HBA Annual General Meeting will be held on Saturday 30th March 2019, at the Best Western Stoke-on-Trent Moat House Hotel, Etruria Hall, Festival Way, Stoke-on-Trent, ST1 5BQ, during our National Conference. Attendance at the meeting is open to representatives of all Full Member stations, and to Associate Members, without charge.

At the meeting, Trustee elections will take place, and the Trustees will propose two motions:

to convert HBA from its current charitable company form into a Charitable Incorporated Organisation (CIO), as previously discussed and consulted on; and
to adopt new charitable objects, which align with the model charitable objects for hospital, health & wellbeing broadcasting organisations agreed with the UK's charity regulators in 2015.

Further details on the rationale behind these motions is provided below.

Trustee Elections

The Trustee Board currently consists of:

Chairman of Trustees:

Grant McNaughton

Elected Trustees:

Nigel Dallard (Board Secretary), Darran Huish, Graham Medhurst (Vice Chair), Ian Pinnell, (1 x vacancy)

Appointed Trustees:

Mike Sarre (Treasurer), (2 x vacancies)

The roles within the Trustee Board of Vice Chair, Board Secretary, and Treasurer are appointed by the Trustees from within the Elected Trustees, or by the recruitment of Appointed Trustees. The latter positions are to allow the Trustees to appoint people with specific skills and/or knowledge that will benefit the governance of the Association, from inside or outside the hospital broadcasting community.

At this AGM, the terms of office of Grant McNaughton and Nigel Dallard expire. The vacant Elected Trustee position is also automatically subject to election.

Nominations for these Trustee positions are now invited. The nomination form is available below. Nominations must be received by the Secretary by Saturday 2^nd March 2019.

Grant has indicated that he intends to seek re-election as Chairman. Nigel is currently considering whether or not to seek re-election as a Trustee. This leaves one, possibly two, Elected Trustee positions subject to election unopposed by an existing Trustee, and nominations are particularly sought from candidates who feel that they will bring new skills, knowledge or perspective to the Trustee Board.

The Trustee positions carry the responsibilities of both Company Director and Charity Trustee, and all nominees must be a “fit and proper” person for appointment as both.

Detailed role descriptions are available below. If you would like more information about what the role entails, please contact the Secretary or any of the Trustees without obligation.

Please note, Trustee Board meetings are currently usually held in Central London on the third Saturday of January, March, May, July, September, and November, starting at 11am.

Converting HBA to a CIO and updating its charitable objects

This intention was socialised at the Informal Meeting following the AGM during Conference 2018, at which time no-one raised any concerns, and there were a number of comments along the lines of "just do it". A subsequent email consultation in September 2018 provided the same results. As explained in that email consultation, the rationale behind these changes are as follows:

Conversion to a CIO

The major benefits of converting HBA to a CIO are:

removal of the burden of dual regulation under both Charity and Company Law;
allowing HBA to produce simplified, Receipts and Payments accounts:
reducing the amount (and therefore cost) cost of professional help needed to produce company-style Accruals accounts; and
making the accounts easier to understand to hospital broadcasters, like yourself, who are probably not used to scrutinising commpany-style accounts.

Unlike the case when unincorporated charities convert, the existing charity will remain, and we will retain our existing charity registration number, bank accounts, etc. All that will happen is that HBA will legally cease to be a company. The trustees are proposing that HBA adopt a CIO consitution based on HBA's model CIO constitution for member stations, which has been used by a number of stations when converting to a CIO, and which is itself based on the Charity Commission's generic model. The basic governance structure and operational model of the charity remains the same. The current role of President, as it is entirely honorary, with no statutary duty, is not included in the proposed constitution, but will be retained through enactment by the Trustees of Rules or Byelaws, as permitted by the constitution.

If you have any questions or comments on the proposed constitution, or the ramifications of HBA converting to a CIO, please address them to the Secretary by Saturday 2nd March 2019 so that the Trustees can consider them and, if necessary, amend the draft constitution ahead of the statutory 14 clear days notice period for the AGM.

Updating HBA's charitable objects

The time of re-registration as a CIO is also an appropriate time to consider HBA's charitable objects and bring them up-to-date.

In 2015, HBA engaged with the Charity Commission regarding updating the model charitable objects for hospital broadcasting organisations. As a result of that engagement, the model objects which we encourage our members to adopt were updated to the following:

the relief of sickness, poor health and old age amongst people living in [stipulated area] by providing a local broadcasting service for hospitals, residential homes and similar institutions, and for patients receiving community care; and
the advancement of health and prevention or relief of sickness for the public benefit through the promotion of the benefits of living a healthy lifestyle, and the importance of maintaining good personal mental and physical health by (mainly, but not exclusively) the means of broadcasting health education messages to people living in [stipulated area].

It is apparent that the second of these model objects is not reflected in HBA’s own current charitable objects (which can be found in our current governing document, the Memorandum & Articles of Association, attached below. We have also looked at the charitable objects of a large number of other umbrella organisations, noting some striking differences. HBA’s charitable objects are:

comparatively very wordy; and
very specific in clauses (i) through (ix), and then includes a catch-all clause (x).
The other charities’ objects:
tend to be much shorter;
avoid too much specificity;
where they appear to have been updated recently, typically reference “public benefit”;
often “promote” charities and/or their effectiveness and efficiency; and also
often support, organise and facilitate cooperation.

The Trustees are therefore intending to propose new charitable objects as set out in the proposal document attached below. To accommodate the Charity Commission's requirements that the change of legal form and change of objects are done separately, the Trustees will first propose conversion to a CIO with the existing charitable objects, and then propose changing the charitable objects.

If you have any questions or comments on the proposed charitable objects, please address them to the Secretary by Saturday 2nd March 2019 so that the Trustees can consider them and, if necessary, amend the draft constitution ahead of the statutory 14 clear days notice period for the AGM.

Members' Motions

If you wish to put forward a motion for consideration at the AGM, please forward it, signed by a representative of two member stations, to the Secretary by Saturday 2nd March 2019.

Formal Notice of Meeting

The formal notice of meeting, along with the agenda, the nominations for election, an Appointed Representative/Proxy nomination card, and the Trustees’ Annual Report and Accounts will be dispatched and published here around three weeks before the meeting.