A New Chapter for the IFM: Member Forum Reflects on the Move to a Company Limited by Guarantee

This evening (15th July), IFM members joined a member briefing on one of the most significant governance changes in the Institute’s history: our transition from an unincorporated association to a Company Limited by Guarantee (CLG). The session was presented by IFM Chair Richard Noble, who set out why the change is happening, what the new structure looks like, and what it means for members.

Why We’re Incorporating

Richard opened by explaining that this is an evolution of the IFM, not a change to what we do. Incorporation brings four key benefits:

• Limited liability — each member’s liability is capped at just £1, with the Institute, not individuals, carrying legal responsibility.
• Legal personality — the CLG can hold contracts, property, staff and bank accounts in its own name.
• Modern governance — a clear framework under the Companies Act 2006, replacing our unincorporated constitution.
• Name secured — Companies House has approved our continued use of “Institute,” a protected term.

The road to incorporation runs through five steps: members approving the Articles and incorporation, the CLG registering at Companies House, assets, contracts and staff transferring to the new company, members joining the new company, and finally the unincorporated association closing.

How the New Company Will Be Governed

The new structure will feel familiar. Members remain the company’s owners, electing Directors, approving major decisions and holding reserve power to direct the Board. A Board of 4–15 Directors — our current trustees becoming company Directors — will direct strategy and governance, serving 3-year terms and appointing its own Chair and Vice-Chair. Committees, an Executive Team and the President and Vice Presidents continue much as they do today, delivering the Institute’s work day to day.

What Changes Under the New Articles

The new Articles introduce stronger member safeguards alongside the modern structure:

• Directors are elected by members for fixed, renewable 3-year terms, with casual vacancies ratified by members, and sign a written statement of obligations alongside a formal conflicts-of-interest regime.
• Removing a Director requires a two-thirds vote; amending the Articles or winding up the company requires 75%; and 10% of members can call an Extraordinary General Meeting.
• A not-for-profit lock ensures all income is applied to the Institute’s Objects, with no distributions to members, and assets passing to similar non-profit bodies if the company were ever wound up.
• General Meetings may be held in person, virtually or as a hybrid, with proxy, postal and email voting all expressly allowed.

Membership Rules are being redrafted to align with the Articles; where the two conflict, the Articles will prevail.

Membership Categories and Your Vote

Every existing membership category continues — nobody loses their membership. The Articles do, however, introduce a company-law distinction between formal (voting) members and informal (non-voting) members. Formal members are company members under the Companies Act 2006: they receive notice of, attend and vote at General Meetings, and give the £1 winding-up guarantee. Informal members retain the full benefits of belonging to the IFM community but do not hold a statutory vote. Which of our existing categories — Full, Associate, Student, Corporate/Subscriber, Fellows and Honorary — sit in each tier is still being finalised with our solicitors ahead of the Articles being put to members.

For those with a vote, the principle is one member, one vote, exercisable in person, by proxy, by post or by email. Ordinary decisions require a simple majority of votes cast; major decisions — amending the Articles or winding up the company — require 75%; and 10% of members can require the Board to call an EGM. Quorum for General Meetings is the greater of 20 members or 5% of the membership.

Richards presentation can be read below

What Happens Next

The forum marked the start of a formal consultation period. Over the coming weeks, members will receive the draft Articles of Association and the redrafted Membership Rules for review ahead of a vote.

Members will then be asked to approve the Articles, incorporation and the transfer of the Institute’s assets at the Annual General Meeting, which will be held before the end of October. Following a successful vote, members will be invited to apply to join the new CLG once it is registered at Companies House.

We’d encourage all members to read the draft documents carefully when they arrive and to raise any questions ahead of the AGM. This is an important decision for the future of the Institute, and we want as many members as possible to take part.

Further details on the AGM date, venue and voting arrangements will follow in due course.