Confusion reigned at the Guild Council meeting on 7 December after concerns were raised about the legitimacy of the Guild’s constitution.
The articles of association currently in circulation with trustees and councillors are not available on the Companies House website. This has led to concerns that they have not been reported.
The last articles to be uploaded to Companies House were in 2010, when the Guild was first incorporated as a company. Although sources have suggested that amendments were made in 2014, these amendments are not accessible on the Companies House website.
During the Guild Council meeting, queries were raised about which articles of association the Guild was currently operating under, and if there was any record that they had been passed via a special resolution. The Chair responded that such questions needed to be referred to the Trustee Board.
When asked which version of the articles of association the Trustee Board was operating under, no answer was given.
The Chair ultimately closed the meeting, arguing that as the issue was “legally” questionable it needed to be referred to the Trustee Board.
“In terms of procedure, the Guild has really outdone itself with this one. They’ve abysmally failed by not filing those memorandum and articles of association with Companies House.”
The issue has sparked anger amongst councillors. One anonymous Guild councillor claimed that it was a symptom of a “wider underlying issue with student democracy at present.
“The current situation is a mess. There are wild inconsistencies within Guild procedure [and] an apparent disdain for student engagement, potentially caused by the Guild attitude at present.
“I think it’s illustrative of a general issue the Guild has in communicating by making rules and procedures so opaque that it undermines the ability of even engaged students to influence Guild policy.”
Another argued: “In terms of procedure, the Guild has really outdone itself with this one. They’ve abysmally failed by not filing those memorandum and articles of association with Companies House.”
Speaking in response to the claims, a spokesperson for the Guild stated: “We are aware of some confusion that occurred at today’s Guild Council. We are working with the elected Chair and other representatives to improve their understanding of the applicable governing documents so that the students are empowered to make the decisions in line with these documents.
“The differences between the articles of association filed with Companies House, and other draft versions that are in circulation have no material impact on the ability of Guild Council to perform their role within the governance of the Guild.”
The spokesperson also raised queries about the accusations levelled by the councillors: “[Their] comments are presented without evidence and we would encourage them to engage in a constructive way to resolve any perceived issues, rather than trying to frustrate the work of their peers in improving the governance of the organisation, which was the main agenda item of today’s meeting.”
It is currently unknown as to whether the amended articles of association were uploaded to the Companies House website and are simply unable to view.
Exeposé has reached out to Companies House for further clarification about the current registration status of the Guild and the repercussions of unreported amendments. At the time of printing, they were unable to comment.
Companies House is the UK’s official company registrar working alongside the government. As the specific regulations for a company’s operation, articles of association are integral components in a company’s constitution.
Official guidelines from Companies House state that any changes to the constitution must be sent to the them along with a copy of the articles of association and any newly passed resolutions. These must be sent within 15 days of their being passed.
Originally published in print on 10 December 2018.
