The on-going dispute at the Actors’ Benevolent Fund charity continues to roll on.
As we covered in April this year, the £30+ million charity currently has a regulatory compliance case pending with the Charity Commission, assessing concerns reported to them about the charity’s governance.
The Actors’ Benevolent Fund is one of the world’s oldest charities for theatre people, having helped care for elderly actors and stage managers since legendary actor manager Sir Henry Irving founded the fund in 1882.
Much-loved British actress Dame Penelope Keith (The Good Life) has been President since 1990 but was ousted on 24 February in a messy coup. She had taken over from Sir Laurence Olivier in 1990 following his death in 1989. Also culled from the ruling council were actors James Bolam (The Likely Lads), Brian Murphy (George & Mildred), Peter Bourke (Hazell), William Gaunt (No Place Like Home), Rosalind Shanks (North & South) and Dame Siân Phillips (I, Claudius). It is worth noting that the TV credits included here do no justice at all to the amount of stage, TV and film work these seven have achieved between them!
The excluded trustees (or The Excluded Trustees as they have branded themselves) of the Actors’ Benevolent Fund put out a statement over the weekend, ahead of the charity calling an emergency annual general meeting taking place this Friday 30 September 2022.
The Excluded Trustees have advised the Charity Commission that they consider the calling of this meeting unlawful, and that it’s just another covert attempt to hijack the charity and legitimise their unlawful removal (the ousted members make up 50% of the ABF Council, and have been excluded since February 2022).
By last Friday 23 September the Excluded Trustees had managed to get support of a number of members, and they say that it’s now up to the charity under Company law to share a statement from this group with all members ahead of the so-called EGM, and give them time to consider it and respond ahead of the AGM, which so far hasn’t happened.
The statement issued by the Excluded Trustees (see below) has been shared with the Charity Commission. It’s also everything you could hope and dream of from a statement by seven actors, starting with a quote from Shakespeare, and including terms like “in this Kafkaesque manner” and “our call to arms”.
When contacted, a Charity Commission spokesperson said: “We are monitoring compliance with an action plan issued to the charity and have strongly encouraged all parties to seek mediation and a resolution to the ongoing dispute. Our case remains ongoing.”
Because their regulatory compliance case involving the ABF remains underway, the Charity Commission weren’t able to comment further.
Not to make light of the dispute, as some serious accusations have been made, and the charity handles millions of pounds raised in support of elderly actors and stage managers who need them; but also, please God can someone write this up as a play, and ensure that all seven of the Excluded Trustees play themselves?
We contacted the Actors’ benevolent Fund for comment, and will update this article if they respond.
Update – 27 September 2022. The Actors’ Benevolent Fund have responded to our request and made public a letter to their members – read the letter here.
Statement issued by the Excluded Trustees
22 September 2022
MESSAGE TO MEMBERS OF THE ACTORS’ BENEVOLENT FUND
“Honesty is the best policy. If I lose mine honour, I lose myself.
We are writing as seven Trustees of your Actors’ Benevolent Fund (ABF) to ask you to vote against the special resolution to approve new Articles of Association at the Emergency General Meeting (EGM) of the ABF on 30th September 2022.
The request for an EGM was dated 2nd September by David Harvey, Interim General Secretary, on behalf of a group of Council members who wrongly suggest that they are the entire Council of the ABF.
In summary, the EGM is a covert attempt to hijack the charity and legitimise a small cabal seeking the unlawful removal of some 50% of your Council. If you want to secure the future of the ABF, please vote against the motion presented to you. Vote in person or by proxy to say ‘no!’ to sham governance and an attempt by a small group to exclude legitimate Trustees and reappoint themselves by stealth.
Background to the dispute
- The brief history of events is:
- Difficulties arose within the Council during the pandemic. These came to a head at a Council meeting in February 2022 and followed our request for an independent review of the charity’s governance, finances, and financial controls and our making a report on these matters to the Charity Commission.
- The annual vote at the meeting to reappoint the President, Vice Presidents and Honorary Treasurer failed although no alternative was proposed and seconded.
- After that vote some Council Members argued that these officers were no longer trustees and directors. This was contested on the day.
- Legal advice we have received (both before and after the vote) confirms that we remain trustees regardless of whether we were still officers. After the meeting the then General Secretary sought legal opinions to support his contrary view that we were no longer trustees. Interestingly, this advice was not from the ABF solicitors appointed by members at the last AGM, one of whom had already expressed the view that we were still trustees.
In this Kafkaesque manner, nine trustees have unceremoniously excluded ten others. We, the ‘Excluded Trustees’, have not been given any opportunity to discuss the situation or our exclusion. Instead, we were removed from the registers unlawfully. When we sought to assert our legal rights as trustees, we were barred from the ABF’s offices and met by a security guard.
While, save Penny, we accept we are no longer officers, we remain in law directors and trustees of the ABF. Our attempts to return good-order so that decisions made by the Council are lawful have been thwarted. Our legitimate participation in Council meetings, engagement with staff and receipt of financial and other information have all been prevented.
The hidden agenda in the amended Articles
The EGM pack includes a summary of new Articles that they are seeking for you to ratify. Let us be clear – we support modernization of the ABF, its governance and governing documents, indeed one of us put forward such a plan in January. As such, we support the new articles with the exception of one – Article 28.
This asks you to ratify 11 individuals by name as your Council members until the AGM in 2023 – thereby legitimising our exclusion and circumventing the election by the membership at this year’s AGM.
The ‘Excluders’ have not been transparent about this or explained it in their covering summary of the proposed changes. It is only apparent if you read the detailed Articles themselves – 26 pages. This covert manipulation of the membership is unedifying and risks harming the good-name and reputation of the ABF.
Our call to arms
We consider these actions to be in breach of both Company law and trustees’ fiduciary duties to the ABF and to you as members. You and our beneficiaries deserve better.
To be clear, we do not seek to perpetuate our tenures – many of us have served long and hard, been proud to do so and are personally ready to move on. What we seek is fairness, good-order, transparency.
This year’s AGM has been delayed from July to 24 November 2022. The AGM is the established forum for our governance, democracy and election of the Council. It is where Trustees are nominated and approved by ABF members. It is where we agree our vision, subscribe to our vital purpose, approve the strategy and where you can hold the trustees to account. This hastily convened EGM meets none of these high bars.
So, why are they rushing through this EGM? Sadly, this is an attempt by a small group to wrest control of the charity and its over £30 million in assets, by excluding those who sought to challenge them.
We want you to have trust in your Council, know it is lawfully appointed and have confidence that the trustees are putting the charity and its beneficiaries first. We also want to look forward – building an ABF that can support our profession for another 140 years.
We are mindful of our fiduciary duties and have repeatedly tried to resolve the dispute through dialogue and mediation. Indeed, the Charity Commission, has told all parties to mediate. However our offers to mediate have not yet resulted in a mediation, despite our best efforts. This is a shame but there is still time. They should be around the table, not wasting charity funds on a legal dispute.
Vote against! Please attend in person or appoint a proxy to attend and vote on your behalf by filling out the proxy form within the EGM notice. Please do so quickly, the proxy form contains detailed instructions. If you don’t know who to appoint, please appoint Dame Penelope Keith, C/O CMS, Canon Place, 78 Canon St, London EC4N 6AF and then post the form to FREEPOST POPULARIS .
Dame Penelope Keith, DBE, DL
Dame Sian Phillips, DBE
James Bolam, MBE