Frequently Asked Questions about the Board

If BRLSI is a charity why do we have a Board of Directors and not a Board of Trustees?

The Bath Royal Literary and Scientific Institution is an unincorporated charity with a corporate trustee; this corporate trustee is a company limited by guarantee, which is governed by a Board of Directors. Paid-up members of the Institution are members of both the charity and company.

As a result, we produce two sets of annual accounts, hold a combined Annual General Meeting, and have to comply with the regulations issued by the Charity Commission and the laws relating to companies (primarily as embodied in the Companies Act (2006).

The two-tier structure was devised in order to protect our assets (i.e. our collections and building); we have periodically reviewed this to see whether it is the most effective structure for our circumstances.

How does the Board work?

The Board’s responsibilities are set out in our Articles of Association but in essence, as trustees of a charity, the Directors have three main legal duties:

  • To make sure that the charity’s aims are being carried out appropriately and for the benefit of the public
  • To ensure that the charity meets its legal responsibilities
  • To manage the charity’s resources responsibly

It is ultimately the governing body for the Institution but it delegates much of the day-to-day operational responsibilities to a Management Committee and various sub-committees. Nonetheless, it retains formal oversight of the Institution, provides strategic direction, considers risks, manages the Institution’s finances and assets, and safeguard BRLSI’s good name and values. 

How does the Board relate to the other parts of the organisation?

The Management Committee and Finance Sub-Committee both report to the Board, and the Chairs of both have to be members of the Board. Many of the Directors also serve on these or other committees/sub-committees.

Are the Directors paid?

No, no one is paid for serving on the Board. In exceptional circumstances, a Director’s expenses may be reimbursed (e.g. if they have to attend an external event related to their duties as a Director).

How big is the Board and how do you become a Director?

There are between 13 and 15 Directors at any one time; eight are elected by the membership at the Annual General Meeting, with the remainder are appointed by the University of Bath (two), Bath Spa University (one), the Bath and North-East Somerset Council (one), and ‘up to two further Directors from institutions within the Bath area chosen by the Directors’. 

Elected Directors need to be members of the BRLSI; appointed Directors do not. As a Director, your details will need to be registered at Companies House. The Company has insurance limiting Directors’ individual liability to £1.

All Directors serve three year terms. Elected Directors’ terms are staggered so that between two and four Directors come to the end of their term every year. Nominations open in late spring and any member can be nominated; existing Directors may stand again, up to a maximum of three consecutive terms. If there are more nominations than vacancies, there has to be a formal election.

Who are the current members of the Board?

Current list of Directors 

What are the legal and ethical obligations for Directors?

There are certain legal requirements to be a Director — you cannot, for example, have an undischarged bankruptcy order or unspent convocation. In addition, there are expectations about standards of behaviour and about disclosing interests. Each Director is required to:

  • Affirm their commitment to the Nolan Principles of Public Life
  • Abide by the BRLSI Code of Conduct
  • Complete an annual declaration of interests which is shared with the Board
  • Declare any potential conflicts of interest or benefit at the start of every Board meeting

Are there any formal roles within the Board?

Yes, there is a Chair and Vice-Chair, elected by the Board for three year terms. There is also a Company Secretary: they are not a Director and have no voting rights but they ensure that the Board’s activities are compliant with the Charity Commission and company law.

Currently, these roles are held by:

Professor Ian Gadd, Chair until 2024

Michael Davis, Vice-Chair until 2023

John Gardner, Secretary

How often does the Board meet?

The Board currently meets six times per year, with additional special meetings as required. Board meetings are usually held in person at BRLSI, Queen Square, on a Thursday evening and are about 90-minutes long. 

What is discussed at Board meetings?

Given the responsibilities of the Board, Board meetings will regularly consider matters such as the Institution’s operations, finances, potential risks, and future plans; the Board also receives updates from the Management and Finance Committees along with reports from Collections, Membership, and other parts of the Institution. It often discusses  items that are confidential (e.g. relating to a member of staff) or commercially sensitive (e.g. leasing negotiations). As a result, we share summaries of Board meetings with members rather than detailed minutes. The exception to this is the Annual General Meeting which is open to all members, and the minutes of those meetings are made publicly available.

Who have served on the Board?

You can see a full list of all the Directors of the Institution since its refoundation in the 1990s on the Companies House website. Since 1995, the following have served as Chairs of the Board:

David Dunlap 1995–98
Ian Wallace 1998–2001
Jenny Gunning 2001–4
Nancy Catchpole 2004–7
Julian Vincent 2007–13
Steve Wharton 2013–19
Betty Suchar 2019–2021
Ian Gadd 2021–

I am interested in standing for the Board but I’d like more information first

Please contact the Chair of the Board at