TLCCH has adopted a policy and code of practice for conflict of interest which you can download here.
When I joined the board of TLCCH there were accusations of a conflict of interest on the Board. These accusations were coming from former Board members who had resigned.
My first port of call was the governing document. TLCCH is a registered Community Benefit Society. The constitution document had been signed and adopted several months before. The objects state that the TLCCH is to do the following for the benefit of the community –
(a) Promote sustainable development for the benefit of the public by advancing the education of the public in subjects relating to sustainable development and the protection, enhancement and rehabilitation of the environment and to promote study and research in the subjects of:
(i) the practical skills and science of building with natural materials and the renovation of historical buildings;
(ii) the practical skills and science of small scale agriculture and horticulture in order to live within and rehabilitate the natural environment;
(iii) the practical skills and science of small scale energy production; by means of practical teaching courses, seminars, conferences, and publications. Sustainable development means “development which meets the needs of the present without compromising the ability of future generations to meet their own needs.”
(b) The provision and maintenance of facilities for the use of the inhabitants of Todmorden without distinction of political, religious or other opinions, including use for:
(i) meetings, lectures and classes, and
(ii) other forms of recreation and leisure-time occupation, with the object of improving the conditions of life for the inhabitants.
(c) To help young people, especially but not exclusively through leisure time activities, so as to develop their capabilities that they may grow to full maturity as individuals and members of society.
5. The Society shall be owned and controlled by its Members on a fair and equitable basis.
The constitution document goes on to describe who its Board of Directors should be –
73. The composition of the Board shall be as follows:
(a) Up to 3 Directors elected by and from the Society’s Members;
(b) Up to 1 Director as representative appointed/nominated by Incredible Farm CBS Limited, registered society no. 7333 (or any body that succeeds to its function);
(c) Up to 1 Director as representative appointed/nominated by The School of Natural Building Limited, registered society no. 7284 (or any body that succeeds to its function);
(d) Up to 3 Directors, who must be Members, appointed to the Board by co-option. Co-opted Directors are to be selected by the Board of Directors for their particular skills and/or experience.
It has been difficult to nail down the substance of the accusations of conflict of interest but it seems to be largely based on the suggestion that Incredible Farm and the School of Natural Building are, or will, benefit from the operation of the Society more than an ordinary member, or indeed non-member would. Each of these organisations is named as being entitled to a place on the Board. This forms part of the constitution because the TLCCH is to be a national centre for agro-ecology and natural building training, as well as a community learning centre. It is common practice that an organisation with the skills and knowledge to support another organisation to deliver on its objects (here particularly relating to (i) and (ii) above) would be asked to take up a Board role. For such organisations to have an allotted place on the Board does not of itself present a conflict of interest. For instance, we would not think it strange that the Board of a school also included parents and teachers from the School. It is the governing policy document on Conflict of Interest that all Board members abide by that determines how any potential conflicts are avoided.
A conflict of interest would arise only if these organisations, via the intervention of named Board members, were to receive some preferential treatment or other ‘benefit’. An example would be if these organisations had cheaper or easier access to letting rooms at the TLCCH building (once the asset transfer has taken place). In such a circumstance, where a potential conflict could occur, usual practice would allow for those representatives to recuse themselves from discussion or decision making processes which would give them an advantage over other applicants. At the time that this issue was levelled at Board members, a Conflict of Interest policy was under discussion but had not yet been agreed. This makes it hard to understand what the accusations are based on.
Former Board members did suggest that having 2 people on the Board with an interest in IF was a conflict of interest, but I cannot see that this is the case. Nevertheless, the Board did decide to recruit a new Chair, who had no previous involvement with the campaign to save Tod College, but did have policy and procedural expertise, to send a message to the community that they wished to be seen to be fair and transparent.
In summary, a community benefit society is there for the benefit of ‘the community’ and not, unlike a cooperative or mutual society, for the benefit of its members. Therefore no member, whether a Board member or not, should be benefitting in any way other than as part of the broad ‘community’. Having named organisations on the Board does not, of itself, represent a conflict of interest. Any conflict arising as part of a lettings or other contractual decision will be dealt with via adopted policies (lettings and contracting/commissioning) and by the Chair inviting those represented organisations to withdraw from the discussion. I can see no evidence that any undue benefit has been received by those organisations to date and there is no reason to assume they will do in future.
Far from working for their own narrow interests, my observation is that both of those organisations have in fact supported the development of the TLCCH via the unpaid work of their representatives as part of the Board of Directors. Both representatives are local people with a wealth of knowledge, skills and expertise that has proved invaluable to the work required to secure the Asset transfer. I doubt we would have got so far so fast without them. Ultimately it is to be anticipated that a successful asset transfer of the Tod College building, enabling a wide programme of learning and leisure activity to take place, will indeed be of benefit to the community as a whole.
NB The Board is currently working to arrange an open meeting, with an independent Chair, so that issues of conflict of interest, membership and governance can be discussed between the Board and interested members, keep your eye out for further information.