'Hijacking' a charity
Each charity has a membership. Members have the right to vote on new proposals at annual general meetings (AGMs) or to put their own motions forward. They are ultimately responsible for holding the Board of Trustees to account. It follows that if trustees exert undue or unreasonable control onto their membership, they have effectively disabled a system of democratic accountability.
In the light of this, it is worth examining the case of the Camphill Village Trust where members according to the Charity Commission should represent a wide and balanced pool of stakeholders including parents, families, co-workers, and the disabled residents themselves.
The 'take over' of the governing board
In November 2012 members were asked to vote on proposed changes to the charity’s constitution (or Articles); the question was whether a majority of independent trustees should be on the board, where so far most have always been co-workers. This followed a direction from the Charity Commission which had concerns about potential conflicts of interests on the board at the time. It wanted fewer co-workers. What it ended up with was no co-workers.
The majority of members voted against the motion. However, members who had voted against the proposed changes were informed by trustees that their membership would be revoked unless they changed their mind. This is what CVT wrote to them on the 5th of December 2012: “You voted against the one, or both, of the special resolutions at the last General Meeting. This letter is therefore formal notice that your removal from Membership will be considered at the Trustees meeting unless you have returned a properly completed proxy form within the required time period supporting or abstaining from both the special resolutions.” What should have happened is frank discussion of the best way to meet the charity commission’s requirements, rather than using coercion. In one letter the new chief executive described the frantic attempts of forcing through these changes before the end of the year. The threats were effective. At the next vote a majority voted in favour of changing the charity’s constitution. Today, a few years down the line, instead of achieving an appropriate balance reflecting the stakeholders in its communities there isn’t a single Camphill co-worker on the board where all nine are now independent. One might reasonably ask whether the intentions and methods used to achieve this speaks to a different agenda.
Gerrymandering of the voting list
At different times in the last two years, CVT has closed the membership to new applicants, justifying this by stating that it was working on a new membership policy. When the two Scottish communities demerged in 2012, each member related to those communities had to give up their membership of CVT. The trust never explained the necessity of this, and from this point trustees began looking unfavourably on applications from people most connected to the charity and who stood by its traditions, and favourably on those with least connection.
A new application form was created that required applicants to explain their connection with the charity and their views on the current board’s direction. Trustees have used their ‘discretion’ to pick and choose whom they wish to admit. Very often, it seems people with connections to Camphill communities, at times stretching over decades, have been rejected, while others with no apparent connection have been readily accepted, stretching the discretion they have beyond reason.
The Charity Commission (page 32 following this link) writes:
“No one has an automatic right to membership of a charity but restrictions on membership must normally be avoided and eligibility for membership should be as open as possible.”
"Trustees also have the power not to admit members to the charity ... if they believe their motivation is against the aims of the charity.”
However, the Charity Commission guideline also states:
"Trustees cannot use these legal rules to adopt an arbitrary membership policy so as to ensure (for example) that membership does not contain people that might oppose their views ...”
The new application form for Trust membership is, we believe, effectively a screening tool and informs applicants that they are unlikely to be admitted if they are an employee, co-worker, former co-worker or living with, related to or supported by a co-worker, former co-worker or employee. This excludes all those people (including the beneficiaries themselves) whom the charity is charged with serving. The Trust requires potential applicants to summarise their views on its hugely controversial reforms (of replacing co-workers with employees) being imposed on the communities and implies that membership will most likely be declined if the applicant is not in full agreement. Furthermore, there does not appear to be an easily accessible application form to encourage the learning disabled residents to become members.
Action for Botton is concerned that requesting endorsement of these reforms puts the applicant in direct contravention with the trust’s own constitution. Furthermore, the trust asserts that it is under no obligation to provide a reason for declining membership and that membership may be withdrawn without providing an explanation. In addition to this, existing members were removed from the membership list without notice (we have witnesses to this). The Charity Commission guidance states:
"A power to expel a member must be exercised in good faith and not capriciously and the basic requirements of a right to be told the nature and details of the offence and reasons for the expulsion or suspension, a right to notice of the hearing and a right for the members to put his case are well accepted."
Please find here the application form that was updated in May 2014 together with an addendum – the date CVT announced the ultimatum of requiring long-term co-workers to leave unless they applied for employment. Completed application forms are decided upon by the Trustees at one of their infrequent meetings, which introduces a delay of months, and experience has shown this is then followed by more intrusive questions about the applicant’s “feelings” regarding the restructuring or the precise personal relationship with any existing or previous co-workers.
Action for Botton has been approached by individuals who have been through this process, which can take a year and more, and one who found they were suddenly admitted with the help of a solicitor’s letter making reference to case law on the matter (we have witnesses willing to be interviewed about their experiences of applying).
Action for Botton believes that CVT is filtering, delaying and frustrating applications and ultimately rejecting those who appear supportive of the traditional Camphill values and co-workers, and selecting only applicants who show their support for the reforms, which will allow CVT to move communities away from the Camphill model, as they are currently doing, whilst assuming they are unlikely to be challenged by a membership vote.
Gagging clauses for those who leave
CVT has presented co-workers with agreements that they will be required to sign when leaving the community. Those agreements not only include confidentiality (“gagging”) clauses and a surrender of all further claims against CVT, but also a requirement that the co-worker members relinquish their voting membership. We are aware that former co-workers could only receive a transitional payment to assist them in starting a new life, which has always been normal practice after years of service although strictly speaking discretionary, when signing such an agreement.
As mentioned, CVT’s behaviour towards long-term co-workers notably changed since the controversial appointment of new managers in 2010 and 2011, culminating in the recent imposition of their controversial strategy of turning all of CVT’s co-workers into employees.
It is our impression that those now in charge of CVT are building a high wall, letting through only those that have declared their allegiance with their controversial course whilst decimating the traditional vocational co-worker body, as they seem to feel threatened by all those who could uphold the values and objects of this great charity.
What has happened here could be taken as an object lesson of how to hijack a charity. First, frighten the members with threats of membership revocation unless they vote for your proposal. Second, devise an application policy that only lets in those who support your views. Third, ensure that you require those critical of your plans to resign membership by threatening to withhold financial support. Fourth, also get those who have broken away from your Charity because they don’t like what you are doing to resign membership. Fifth, offer membership to people who you know will vote your way, such as relations of managers and trustees. Finally, get people who leave communities to sign a gagging clause threatening them with legal action should they ever speak publicly about their unpleasant experience with the CVT. Job done, a whole charity is under your control.
All this is consistent with an impression many have had for a while that the ‘new CVT’ has become a controlling organisation acting in a manner inconsistent with its status and reputation as a charity and its own founding principles; a board of trustees with little or no sympathy for the charity’s founding philosophy, pushing through reforms that appear to be in direct contravention of it. The safeguard built into the charity’s Articles is that the membership should be able to hold the board to account, but by following the six steps set out above trustees might now feel confident no such challenge will be able to come from the members.