BONC Constitution → Articles of Association (AoA) Gap Analysis (Draft)
What’s changing and why
Since March 2024, BONC has been registered as a company limited by guarantee. By law, every company registered with Companies House must have Articles of Association, which set out who is in charge, how decisions are made, and what members can and cannot do. In short, it a legal rulebook.
Previously, BONC operated under a constitution revised in 2017, but this did not carry any legal standing. That constitution now serves as a historic reference. To preserve its spirit and values, we are introducing a set of operational guidebook and policies to guide our day-to-day activities.
At the same time, BONC has grown — we have expanded our programmes, strengthened our outreach, and leased a community hall. This hall is not only for the Nepali community but is also intended as a space for the wider Burnt Oak community. Together, these steps represent a broader effort to modernise, formalise, and strengthen our organisation for the future.
Definition of a Member
A member is any person whose name is entered in the company’s official Register of Members.
Being a member gives them governance rights (e.g. to attend general meetings, vote on key decisions, approve directors’ appointments, and approve changes to the Articles).
Each member agrees to contribute a £1 guarantee if the company is ever wound up (liquidated).
In BONC’s case, all 200 lifetime payers are company members under the Articles, which means they each have a vote and a formal role in the organisation’s governance.
Recommendations
1. Put the lifetime fee, benefits, and conduct rules in a Membership By-law (not in the AoA).
2. Choose Option single voting class to honour the 200 lifetime members’ expectations.
3. Keep the AoA minimal and put all mechanics in a operational guide book.
Steps
1. Insert actual clause numbers/titles from BONC’s AoA and old constitution into the table (gap analysis) above.
2. Decide which items require AoA amendments vs what goes in the operational handbook.
3. Approve priority policies (Safeguarding, Hall Management, H&S, Conflicts, Data Protection).
4. Pass Board resolutions to adopt the operational handbook
5. Publish a short ad-memoir explaining key changes: old constitution now historic; AoA is legal binding; Operational handbook for the lower level details .
We’re also considering whether registering as a charity could strengthen BONC. We’ll walk through the pros (e.g., public trust, Gift Aid, access to some grants, clearer asset protection) and the cons (e.g., extra reporting, trustee duties, limits on political activity, admin overhead) and gather views before any decision is made.
AGM agenda item to approve Articles of Association amendments and formally ratify the operational handbook via special resolution, followed by communication of the agreed changes.
Legal steps: Amend and File