Revised constitution to be voted on at the AGM

The ILM was legally created in December 2001 and we have been operating under the same constitution since then. Although this has served us well, in the summer of 2026 the board decided to instruct Russell Cooke solicitors to undertake a review to ensure that we are still legally compliant, and that we are able to continue supporting you as we have done for 25 years.

The revised constitution is available on the website, and we hope that you will vote for it to be approved and adopted at the forthcoming AGM. The changes can be summarised as follows:

Objects and purpose: ILM’s objects have been rewritten and expanded. The old objects referred generally to education, training, professional standards, information, support and lobbying. The new version expressly states that ILM exists to promote the highest standards of legacy management, and specifically includes professional development, guidance, research and engagement with policymakers and regulators.

Membership: The old distinction between constitutionally defined “full” and “associate” members has effectively been replaced by voting members and non-voting membership classes. Directors can create associate or other non-voting classes and determine their conditions, rights, obligations and subscriptions.

General meetings and member decision-making: General meetings can now be physical, virtual or hybrid, with electronic participants treated as present. The minimum notice period is reduced from 21 to 14 clear days, and the quorum changes from a fixed 15 members to 3% of the membership, including members participating by proxy. Proxy arrangements are modernised. A completely new provision also allows members to pass most ordinary and special resolutions in writing without holding a meeting.

Board composition and terms: The Board remains between 3 and 12 Directors, but the previous system under which one-third retired by rotation each AGM is replaced by three-year terms, normally subject to a nine-year maximum, with one further three-year term possible exceptionally. The previous compulsory retirement age of 75 is removed.

Director eligibility and independence: There are important new safeguards. Directors must be voting members and cannot be employees, directors, officers, staff or consultants of an ILM Corporate Partner. In addition, a charity cannot have more than one person on the Board. These restrictions continue during a Director’s term and can result in automatic termination of office. The Board is also given a new power to remove a Director, subject to procedural safeguards.

Board decision-making and conflicts: Virtual and hybrid Board meetings are expressly recognised. More significantly, a written Board resolution now requires only a simple majority of eligible Directors, rather than unanimity. A new detailed conflicts of interest regime prevents conflicted Directors from voting or counting towards the quorum, subject to limited exceptions.

Other modernisation: Director indemnity and insurance provisions are substantially expanded; electronic communications and website notices are expressly accommodated; and terminology and statutory references are updated for the Companies Act 2006. On dissolution, surplus assets may now pass to charitable or non-charitable not-for-profit organisations with the same or similar purposes, rather than only to charities.

Our intention was to preserve ILM’s essential purpose and member-led structure but create a considerably more modern constitution. We hope that you will agree that Rusell-Cooke have achieved this and support us by voting in favour.