Exclusive: Theatre charity the Actors’ Benevolent Fund has publicly released a letter that it has sent to its members, ahead of its emergency board meeting this Friday, 30 September 2022.
As reported yesterday, a dispute continues between seven long-standing board members who were ejected from the council in February 2022 and the current board of the charity, which helps care for elderly actors and stage managers and was set up by legendary actor manager Sir Henry Irving in 1882.
The Charity Commission has got involved, and they issued a statement yesterday saying that “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.”
The seven excluded trustees, who include actress Dame Penelope Keith, who was President since 1990, and actors James Bolam and Dame Siân Phillips, released a statement to members on 22 September – which you can read here, and consider the calling of the emergency AGM unlawful, and that it’s “a covert attempt to hijack the charity and legitimise a small cabal seeking the unlawful removal of some 50% of your Council”.
The current trustees of the Actors’ Benevolent Fund said in their letter that, “in view of the lobbying underway, the Trustees are sending members the letter that follows to counter misinformation being circulated.”
The charity plan to curb the amount of time that trustees can serve on the board, and find ways to extend the amount of money and people that benefit form the charity.
The current trustees of the board are Dr Esh Alladi (Vice President), Colin Bennett (Hon. Treasurer), Marilyn Cutts, Nick Fletcher, Karen Gledhill, Peter Harding, Amanda Holt, Imogen Irving, Rebecca Johnson, Christopher Luscombe. The interim General Secretary is David Harvey.
Update to this article (27 September 2022, 6.20pm): The excluded trustees from the Actors’ Benevolent Fund (ABF) have issued a further statement in response to the ABF’s letter to members (below). Read the full statement here.
Letter to members from the Actors’ Benevolent Fund
26th September 2022
Dear Member
You may have received a phone call or email representing the views of former trustees of the ABF. You may have already or will receive an official emailing representing the views of both sides in an ongoing dispute about the future of the ABF. However, in view of the lobbying underway, the Trustees are sending members the letter that follows to counter misinformation being circulated..
We are writing to you as the Council of the Actors Benevolent Fund to ask for your support for the updated Articles of Association being presented as a special resolution at the Extraordinary General Meeting to be held on 30th of September. The updated Articles are based on recommendations made by the Charity Commission and follow best practice promoted by the Charity Governance Code.
As required by the Companies Acts, we enclose a letter from a group of former trustees. These former trustees assert that, despite not being reappointed as office holders in February of this year, they remain trustees. In their letter they make a number of assertions which your Council wholeheartedly reject and are contrary to the legal advice we have received. The current trustees are committed to finding a way forward through mediation with our former colleagues and have agreed the appointment of an external mediator to find common ground.
What do we want to change at the ABF:
- We want the ABF to help far more people who are vulnerable amongst the whole 50,000+ acting and stage management community. Under the old arrangements, often fewer than a hundred people were helped each year.
- The ABF has over £30 million of assets and we want the charity to develop a strategy that ensures the ABF’s future but also delivers real and sustainable public benefit for our community.
- The seven former trustees had exceptionally long periods of office at the ABF with over 180 years of trustee service between them. This type of perpetual trusteeship is not recommended good practice and as your current trustees we want to prevent this from happening in the future.
- As your Council we want to hand over the charity in an orderly manner to a wider and more diverse group of people with the skills and experience necessary to meet the needs of our beneficiaries. Under the new articles of association three current trustees will have to stand down in 2023, with a further third of the Council each following year. This will provide time to recruit new trustees with the necessary skills, using the objective search and election processes common to most major charities.
The current trustees have sought to protect the charity’s reputation by not responding to rumour but we now believe it is to the benefit of the membership to know the facts, and to stop this spread of misinformation.
What happened
At the February 2022 Council meeting, the resolution to reappoint the honorary officers was not supported by Council, and the honorary officers therefore ceased to be trustees. This decision was also recognised by some of the honorary officers themselves.
The current trustees sought expert legal advice from three law firms, all of which had no previous engagement with the charity. They were asked impartially and based solely on the charity’s governing document, whether the former honorary officers remained as trustees. All three responded independently that the former honorary officers were no longer trustees.
The current trustees then received a number of hostile letters from lawyers appointed by two of the former honorary officers. We immediately contacted the Charity Commission to inform them of the situation and to provide copies of the legal advice received. The Charity Commission asked for further information, which was readily provided by the current trustees, and the Commission then reverted with an Action Plan.
There were many reasons for not reappointing the honorary officers, chiefly due to concerns regarding how the charity was governed. These concerns had mounted for some time and were raised by a number of the current trustees in a letter sent to the former President in 2021. These concerns were consistently ignored. A number of other issues arose which caused further concern, including:
- A long-term refusal to engage with earlier suggestions that the governance of the organisation needed to be modernised. When former trustees finally conceded to reform proposals in the face of a majority for change, they made them conditional on the acceptance of certain actions which the current trustees regarded as contrary to natural justice and good governance.
- The ABF’s auditors challenged the fact that the charity’s surpluses were large compared to the small amounts actually being spent on supporting vulnerable actors and stage managers.
- Attempts to exclude trustees from major decisions, for which all trustees are collectively and fully responsible, when a majority disagreed with the direction being taken.
- The former office holders dismissing suggestions that the board should undertake relevant training, including unconscious bias training.
- A former trustee bringing her own lawyers to a meeting to persuade the other trustees to agree to a particular course of action.
- In today’s Britain it is extremely unusual to have an entirely white trustee board which was the case until recently.
Former office holders subsequently made a report to the Charity Commission which we understand alleged poor governance but for which they were at least in part responsible.
The current trustees are extremely mindful of the reputation of the charity and have so far sought to minimise publicity to protect the charity’s reputation. Unfortunately some former post holders have used the media to tell their side of the story. We reject their version of events.
Your current Council have made progress on governance reform and last month the Charity Commission said it was “assured that the trustees are responding appropriately to the concerns that we have raised and are taking collective responsibility for making improvements at the charity”.
Proposals at the EGM
The proposals being put forward at the EGM are centred on how we may help more people who may be struggling and to improve governance at the charity so that future decision making is more effective and transparent.
There are three main reasons for the amendments to the Articles proposed at the EGM: an updating of terms for transparency and clarification; delegation of authorities; and at Article 28 the Trustee elections/appointments, all of which is in line with Charity Commission recommendations and the Charity Code of Governance.
Trustee Elections and Appointments
The Charity Commission and Charity Code of Governance recommends a maximum of 12 trustees. However, in contrast there had arisen a tradition at the ABF that while Council Members were elected at the AGM, honorary officers were subsequently appointed by Council at a later Council meeting. These honorary officers then assumed trustee responsibilities, providing a total of more than 20 trustees, which is too large to be effective.
The claim by the former honorary officers, which is at the heart of the disagreement, is that they were elected as Council Members at the AGM. This cannot be correct as it would mean that there were [in excess of 20 Council Members elected. Our current articles only allow for a maximum of 16 Council Members.
The Honorary Treasurer was reappointed to Council shortly after the February meeting to ensure the audit could be completed effectively. The Charity Commission has accepted the delay in the appointment of a new President pending the outcome of the General Meeting. We have appointed a Vice President to act as chair of the General Meeting.
The Charity Commission Action Plan and Change
Being an ABF trustee is an honour but carries with it serious responsibilities to comply with law and best practice, and to ensure we deliver public benefit by supporting our beneficiaries. Trusteeship is not a personal prerogative, or a lifelong office.
We, the current trustees, fully support the findings of the Charity Commission’s review of ABF’s governance and the proposed Action Plan. We recognise our responsibility to move the charity to a more modern framework of governance that the Commission and its own stakeholder community would agree is safely within the boundaries of regulation and good practice.
As a result, we have proposed a new constitution at the forthcoming Extraordinary General Meeting to address the legacy of governance weaknesses that arise from the period in which the former honorary officers controlled the ABF. It follows the recommended best practice of the Charity Governance Code. Article 28 concerns election of trustees and is central to the changes required. It ensures that from the 2023 AGM, all trustees have limited terms and must be re-elected by the charity’s membership. Future trustees must be recruited on the basis of their skills and experience.
The ABF’s accounts have been approved by the charity’s auditors for submission to the regulators. The current Trustees focus is on developing the ABF to help many more actors and stage managers in need.
In Conclusion
We, the current trustees, wish to deliver an effective charity that helps many more people, certainly many more than the hundred people a year who traditionally received support. To do this the ABF must have the effective governance that the Charity Commission requires.
Please help us deliver that pledge and vote for the new ABF constitution, and for good governance. Please vote for an ABF that will plan to help many more actors and stage managers in need.
The former honorary officers have resisted change for too long for their claims to be taken seriously. The time has come for real change. The ABF must be far more effective in its original vision of helping our community. This cannot be put off any longer. The future of the ABF, and most importantly the many hundreds of struggling colleagues who require our help and support, must be taken seriously.
Please support the Trustees and vote for the motion to introduce new Articles. Either attend the EGM in person at the Abbey Centre 34 Great Smith St, London SW1P 3BU on Friday 30 September 2022 at 10:30am or vote now by proxy using the proxy vote form within the EGM mailing. If you do not know who to appoint, please appoint the chairman of the meeting as your proxy who will vote in favour of the resolution on your behalf.
Send your proxy vote to Freepost POPULARIS (must be in block capitals).
Thank you
The Trustees
Dr Esh Alladi (Vice President), Colin Bennett (Hon. Treasurer), Marilyn Cutts, Nick Fletcher, Karen Gledhill, Peter Harding, Amanda Holt, Imogen Irving, Rebecca Johnson, Christopher Luscombe.
