46 C O N T E X T 1 7 1 : M A R C H 2 0 2 2 Director’s cut Resolutions for a new year Writing this in January 2022, the nominations for the IHBC’s new board of trustees, who are to be appointed at the February AGM and sitting soon after, are in hand, with papers drafted and the agenda firmed up.With that in the past, a reprise of how we got to where we are may be useful. As conservation professionals, we fully appreciate that what we are doing to prepare for the future has been shaped by the past. In the context of our governance modernisation, as led by the Articles of Association adopted in 2020, past progress centres on a suite of formal board resolutions reviewed and enshrined by our trustees in September and October 2021. Not to put too fine a point on it, adopting those resolutions was possibly the most important act since our formation as the IHBC. We adopted the framework of new governance with the articles in 2020.Yet, as can be seen everywhere from democracy in America to chartering in the UK, the easy thing is to adopt a fineseeming, model constitution. The challenge is to make it work. On 22 September 2021, a letter from the IHBC’s chair and president to branches and members committed the board to continuing the IHBC’s modernisation by ‘concluding arrangements to inform our future governance, specifically the planned byelaws to underpin our current Articles of Association’. To deliver on this commitment, the board established, through the new resolutions noted above, specific arrangements under the new articles to enable the tiers of governance old and new, of council and branches, committees, working groups, volunteers and members, to explore new working arrangements, without losing the lessons of more recent practice or undermining the new articles. These commitments were enacted through the formal resolutions reviewed and adopted by the board across the autumn of 2021. They were considered central to our future, outlining as they did just how the organisation could move forward while complying both with the new constitution and our corporate ambitions. They established at once the critical failsafes to tie down the legal duties of the trustees, and the spurs to the ongoing ‘experimental evolution’ that, under the IHBC+ programme, had underpinned our modernisation to date. As such, these resolutions were designed to inform our byelaws and evaluate any new underlying protocols and guidance. The background to the final list of resolutions showed just how flexible we needed to be to continue to secure successful outcomes.While the first list of resolutions, four in total, was agreed in principle by the board on 2 September, trustees were asked to formally adopt five at their October meeting. The additional, and critical, resolution was added following a review undertaken by officers in between the board meetings. That new resolution formally authorised the attendance of the IHBC’s president at all board meetings, with permission to report on and speak to any matters considered relevant. This was significant not because of any suggestion that such rights, implicit in the articles, might be refused. Rather, the resolution ensured that, if the right to speak was inclined to be refused, it could not be. That right is critical because the new constitution depends on the board, as ruling authority with clear constraints in law, being fully advised of the opinion of council, as the constitutional representative of branches and members. Council’s advice, to be effective, should be unfettered by the practical niceties of matters such as resource and risk management, so the president, as the voice of council, must have a fundamental right to communicate council’s opinion directly to the board, which remains the charity’s final authority. This additional resolution secures that this constitutional control valve operates as any valve should, before a threat becomes a crisis. The other resolutions introduced similarly weighty controls, at once limiting risk and facilitating development. Paraphrased, they require the board to: • Agree a light-touch but proportionate oversight of the underlying tiers of governance, while encouraging all to ‘take responsibility’ in their leadership, with trustees appointed to liaise on behalf of the board as needed. • Promote council’s own leadership in creating ‘an inclusive forum for IHBC representation and development’, shaped by both branches and members and in line with the new constitution. • Underpin the board’s proactive delegation of non-core operations by formalising a general capacity to review or intervene through delegated authorities where appropriate.
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