Appendix 1 – the Proposed Memorandum and Article Changes 2025
Significant Changes Proposed:
1. The term of office for the Chair
Currently the Chair’s appointment term is two years with the opportunity for a single second term of two years (four years total maximum).
The Chair Designate is currently appointed one year prior to them taking up the Chair role. This means the recruitment process for the next Chair designate needs to start within three months of a new Chair taking up their post.
Proposed Change:
- Change the term of the Chair from 2 years to 3 with a maximum of 6 years in total.
Reasons for change:
- The timing set out does not allow for a reasonable time for the Chair to decide whether they would make themselves available for a second term or not before the recruitment of designate needs to begin.
- Two years is a very short term which can be destabilising for both members and the operational team.
- A single two-year term does not provide much time for the most senior member of the profession to develop a legacy which could impact their impact on the profession and value they take from the role potentially making the role less attractive.
2. Concurrent Vice Chair and Chair Designate
The Articles approved in 2018 do not explicitly allow for a Chair Designate and Vice Chair of the Board to exist concurrently.
Often there are specific duties assigned to the Vice Chair that would benefit from consistent delivery. The role of the Vice Chair and Chair designate are different and the complexity of the organisation and additional responsibilities the Chair Designate needs to grasp can require a full calendar of meetings and can include shadowing the Chair.
The experience of being a Chair Designate would be different for a member who currently serves on the Board (or has recently served). Their contextual understanding is likely to be higher and their designate period may be less time consuming and intense; in this instance they may be able to comfortably carry the Vice Chair portfolio.
Proposed Change:
- Introduce the option for both Chair Designate and Vice Chair roles to exist concurrently.
Reasons for change:
- Enable the different roles to carry and in some cases continue with different portfolios.
- Provide the best opportunity for the Chair Designate to understand the complex environment of the BDA fully before undertaking the Chair role.
3. The addition of Dietetic Support Worker as a Board Director
The role of Dietetic Support Worker has developed significantly since the Articles were last updated in 2018. They form a critical part of the dietetic workforce.
The Board of Directors has recently discussed the role of the Dietetic Support Worker on the Board as an observer. This role has provided development opportunities for members of the associate workforce to attend Board meetings and contribute to discussions for a period of 12-months at a time.
However, the Board now feels that the importance of the associate workforce should be better reflected around the Board table. The views of the associate workforce are critical to the development of the profession and the achievement of the BDA’s strategy.
As such, it is proposed that the role of the Dietetic Support Worker on the Board be recognised as a full Board Director with a term of three years.
Proposed Change:
- Dietetic Support Worker to be a substantive, voting board role with a three year term
Reasons for Change:
- Recognise the benefits of hearing the voice of the support workforce around the Board table.
- Reflect the importance of the support workforce.
It is proposed that under Article 36 which sets out the formation of the Board, a new subsection (d) be added as follows:
4. Logistics
Since the Articles were last approved by members in 2018, it has become usual for meetings and communications to take place electronically as standard. This is usually via the website, via email and also via notices in BDA publications and newsletters. Ballots of membership would also be carried out electronically today - noting this does not cover Trade Union Ballots which are dealt with under separate rules.
Proposed Changes:
- Update the article to clearly set out the terms of electronic meeting notice delivery for members.
- Remove the need for ballots of members to be carried out by post.
Reasons for Change:
- Bring the Articles up to date.
- Normalise meeting notices and associated papers to be provided to members electronically.
- Enable electronic balloting of members.
Minor Amendments
There are a number of minor amendments to the Memorandum and articles as follows:
- References to Council and Council Members have been updated to reflect the governance changes approved by members in 2018. References are now made to the Board of Directors, Board and Board Directors.
- References to legislation have been removed as unnecessary (on the cover page) and updated in article 1 where previous reference was to European legislation.
- Removal of gender specific language.
- Updating the definitions, notably with the addition of the unregulated workforce and updating of the language used to refer to the BDA Trade Union to reflect that the BDA is a Trade Union – this is not a separate entity or just part of the association.
- Clarifying the inclusion of the Trade Union National Executive Chair (or nominee) as a Board Director.
- Updates throughout to reflect that Board directors are appointed by the Selection Committee not elected by members and clarification of how board appointments such as Treasurer are made.
- Reflection of the Board approval of nominations from the Honours committee.
- Update of the language referring to membership types so that updates to membership categories can be made with changes to the Bye-laws only, not requiring updates to the articles.
- General updates to reflect modern ways of working e.g. electronic approval of Board resolutions; and, the company seal no longer being necessary for signed documents.
- A number of small wording changes to reflect those items of significance above.