Governance case study: dealing with complex board structures
The Fakenham Museum of Gas and Local History
Jamie Everitt and Harry Yates
The Fakenham Museum of Gas and Local History in Norfolk opened in 1987 and is the only surviving town gas works in England and Wales. The volunteer-run museum demonstrates the complete process of making town gas, and is a Scheduled Ancient Monument.
After early negotiations to place the organisation in the care of the Science Museum failed, Norfolk Historic Buildings Trust (NHBT) was asked to take on the museum. It entered into a 125-year lease with the landlord British Gas (now National Grid) in 1986, but did not feel able to run the museum itself.
In the same year, Fakenham Town Gas Works Museum Trust was set up as a charitable company limited by guarantee to run the site under a management agreement with NHBT.
The museum trust’s governance arrangements are unusually complex. Its trustees are all representatives of other corporate bodies, including NHBT and National Grid. If these two organisations are not represented at meetings, then these are considered inquorate regardless of the number of other attendees.
When the museum was awarded its Accreditation by Arts Council England in 2012 it was asked to review its governance structures. However, the ill health of the chairman and the reluctance of key trustees to commit to meaningful discussion meant the review process stalled.
Two years later it became apparent that substantial funds were needed to repair and conserve serious deterioration to the building and production equipment.
An exploratory meeting was held with the Heritage Lottery Fund, which indicated that the museum’s governance was considered high risk, and would need restructuring to give a reasonable chance of funding success.
At this point Jamie Everitt, the museums development officer (MDO) for Norfolk, offered support and £1,200 funding from the SHARE Museums East development programme. The museum’s trustees agreed and appointed consultant Julie Cole to carry out a governance review, make recommendations for change and create a draft governance arrangement.
With support from Everitt, Cole worked with a small sub-group of two trustees and the museum’s manager, Harry Yates. She recommended that the museum trust should transfer to charitable incorporated organisation (CIO) status, terminate the management arrangements with NHBT, and take on the lease of the site directly with National Grid.
These were presented to a full directors’ meeting and approved earlier this year.
Cole also put together a draft CIO constitution. Fine tuning of this has taken a further four months but was been signed off by the trust in July. It will need to be formally approved by NHBT before it can be submitted to the Charity Commission.
Once this has been achieved, detailed work to transfer the lease directly with National Grid can begin.
Funding for the governance review was limited and paid for three days of consultancy time, but a great deal has been achieved. The project has proved that this work does not have to be expensive provided the right conditions are in place.
The keys to success were:
- Museum Accreditation, which was a vital tool for identifying areas for improvement and driving change.
- The trustees recognition that the museum’s sustainability was at stake unless governance arrangements changed, and their willingness to engage with the project.
- Identifying a core group of directors and volunteers who had the knowledge to inform the consultant effectively.
- A briefing with the consultant and guidance from the MDO before the review took place.
- Having a key member of the museum team take on responsibility of editing the new constitution and coordinating responses from the directors.
- Appointing a consultant who had detailed knowledge of charitable governance and could work quickly, but and also had the personal skills to engage effectively with trustees.
The main challenge has been having to approve recommendations at quarterly board meetings, which has limited the speed of progress. Email discussions are useful but cannot take the place of face-to-face debate, and not everyone likes to comment or engage by email.
There is much work still to do but solid progress has been made in the course of just over six months. The restructuring of the trust is moving forward; the trust will meet with the National Grid this month and the draft constitution will be submitted to the NHBT at its AGM in September.
Happily, the project has coincided with National Grid starting to take greater interest in its historic property and encouraging initial discussions have already been held.
Jamie Everitt is the MDO for Norfolk and Harry Yates is the director of Fakenham Museum of Gas and Local History.