Frequently asked questions 

We have drawn these questions from those we received before our last EGM, as well as new questions arising from our membership engagement meetings. If there is a question not included below that you would like asked, please email and we will reply to you plus add the Q&A below. 

Why is this an urgent issue? Why can’t the College stay as it is? 

We do need to move at a pace because at the moment we are not compliant with our own governing rules and this has several effects. 

Firstly, it means that we are therefore not compliant with charity law and that places us at risk with our own regulator, the Charity Commission. The Commission is aware of the issues we are trying to address and understands our situation but agrees that it is serious and wish to see resolution as soon as possible. 

Secondly, the misalignment in our governing rules means that our Trustees cannot legally make decisions they need to make because one rule contradicts another. Remember that our Trustees are individually and personally legally responsible for ensuring the College carries out its charitable objectives and so this places them at risk personally.  

Thirdly, the inconsistencies mean that the College Council, sub-Boards and staff group have problems in delivering the work we need to do because of the complex and inefficient decision-making this causes, which distracts from our core work and is time-consuming and costly to resolve.  

And finally, the longer we let the situation carry on, the more we compound the problem – for example at the moment an inconsistency in the rules says that Council members automatically become members of the Board of Trustees, with personal legal responsibilities. This puts future elected members at risk of a known issue, which is not right. 

The College is a charity, and we have to follow Charity Commission rules 

We take it for granted that everyone knows the College is a charity, but we realise now that it’s not necessarily widely known. In fact, all the Medical Royal Colleges are charities. There are some financial benefits to being a charity, which are to our advantage. However, because we are here to benefit the public, via the professionalism, skills and knowledge of our membership, and that we are not here to make a profit, the charity model is clearly the most appropriate. 

All charities are regulated by the Charity Commission, and so as a charity we need to abide by its rules. We have self-referred to the Charity Commission as our own governing rules are out of alignment and this presents a risk to us. The Charity Commission understands we have some changes to make and is being patient, but we know we need to address the inconsistencies soonest. 

What does it mean for the College to be a charity? 

Some of our members have asked us this question, and the answer is perhaps best summarised by the following statement from the Charity Commission’s website, here

To be a charity in England and Wales, your organisation must satisfy the definition of a charity in the Charities Act. The Charities Act says that a ‘charity’ is an institution which 

  • is established for charitable purposes only, and 

  • is subject to the control of the High Court’s charity law jurisdiction 

Are other Medical Royal Colleges facing this issue? 

The problems we have with our governance are our own and arose due to inconsistencies we have made in earlier iterations of our governing documents. As far as we are aware, no other College has the same problem, although many Colleges are currently undergoing reviews or updates of their governance processes. 

What is the problem the College needs to address? 

There are a number of factors behind our developing proposals: 

  • Alignment of Board of Trustees and Council with charity law  

  • Ensuring the College membership has appropriate powers 

  • Representation for key membership groups 

  • The size and composition of our Board of Trustees and Council  

Importantly, our governing rules are at odds with each other, which means that we are unsafe legally in making decisions. We have had to report ourselves to the Charity Commission about this, and while they are empathetic in understanding that we have multiple factors to resolve, they are urging us to move at pace to resolve them.  

In benchmarking with similar organisations, we also know that the College’s membership lacks several rights that they would have in most other charities – for example, the right to remove a Trustee, to vote by proxy if they cannot attend a membership meeting, and to speak freely at membership meetings. The aim of the College’s new proposals is to correct those points. 

Representation of key groups is important, so that the College remains relevant to all our specialties. But which representation on which group is a key factor.  

This leads into the final point – one of needing to reduce the size of the Board of Trustees. At present, the College’s Board of Trustees has 29 people and we have found this is too large to function effectively. Trustees need to have time to discuss business-critical issues around finance, risk, reputation and assurance every time they meet and with so many people around the table, it is very difficult to do that effectively. 

We did start this piece of work with a review and changes to the Charter and Ordinances agreed at the AGM in 2018. These changes created our existing separate Board of Trustees, and while it was intended to make the Board smaller than Council, that has not happened. 

The earlier review, started in 2017 and agreed by the membership at AGM in 2018, anticipated these later changes we now seek to make. The earlier review deliberately left some major decisions for a few years, to enable the College to settle in with the new structure rather than have a huge change all at once.  The decisions to be made (and which we now need to make) include:  

  • What the maximum size of the Board of Trustees should be  

  • the roles on the Board and 

  • how the Trustees would gradually get down to that maximum size from its initial size of 29 

There are mistakes in our Charter and Ordinances which only came to light during our recent review. The intention of the changes was that Council would choose who should be on the Board (so new members of Council would not automatically be on the Board of Trustees).  However, the new draft accidentally gave Trustee powers to every elected member of Council. This has also contributed to both bodies being made largely of the same people. 

What is the difference in the role and responsibilities of the Council and the Board of Trustees? 

The Council and Board are both made up of elected and co-opted or appointed representatives. Elected members are also all practising clinicians, in order to be able to advise the College throughout their terms of office. Both bodies have equal status in the College but different roles: 

  • The Board of Trustees – this should be a manageably sized (currently 29) group of people with the legal responsibility for the College’s charitable objectives, finances, legal and regulatory matters - and who consequently have possible personal liabilities if something goes wrong. 

  • The Council - a much larger group of people with no legal responsibility or liability in their roles as Council members.  Their role is to manage the profession of anaesthesia. This will include developing the College’s strategy, delivering the strategy, and leading engagement with external stakeholders and with the membership. 

The current Charter and Ordinances, agreed by the members at the 2018 AGM, contains a series of drafting errors that accidentally conferred charity trustee status on Council members joining in 2020 and 2021. This means that there is virtually no difference between the Board of Trustees and the elected Council members at the moment, despite this being directly counter to the intentions expressed at the time of making the changes.    

How will the College assure representation from key groups? 

It’s really important to the College and to our specialities that we have adequate and appropriate representation from our various groups of clinicians. While we wish to reduce the size of the Board of Trustees, we also want to make sure that the membership is reflective – additionally, we want to keep reserved places for key groups on the Council. This is an area where we want to hear from our members and fellows.  

What rights are you proposing for members and fellows? 

In looking at our governing rules and benchmarking against other Colleges, we realise that some of the powers that members would expect to have are not in place at the College. At our EGM, most members present were broadly supportive of the proposed new powers, as below. We do not intend to adjust these but they are open for discussion, to make sure that our understanding is right: 

  1. The power to remove a Trustee or a Council member, even the President. At the moment, this is not possible – but members in tens of thousands of other charities in the UK do have this right to make this change in their charities. 

  1. The power to put forward a motion to an EGM or AGM that Trustees must include in the agenda. Again, other charities have these rights for their members. 

  1. The right to a binding vote on certain motions at the AGM or EGM. At the moment, member votes are nearly always only advisory. 

  1. The right to vote by proxy if a member cannot attend an AGM or EGM. This is the case for other charities but currently not for the College. 

  1. The power to speak more than once on any motion at the AGM. This is currently prohibited for College members unless they are the person who proposed or seconded the motion. 

  1. For members who are not Fellows - a new right to support a nomination for Council elections. At the moment, only Fellows can do this. 

Read more here:

Overview - how the College is regulated and managed

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