Consultation on Proposed Changes to the LLG Articles of Association

Introduction 

LLG is seeking the views of its members on proposed changes to the Articles of Association. 

The Articles are the Company’s constitutional document. They set out how LLG is governed, who can be a member, how decisions are taken, how elections and meetings operate, and the respective roles of the Board, officers and members. Many of the current Articles reflect historic structures, legacy bodies, and working practices that no longer fully align with how LLG now operates. 

A review of the Articles has therefore been underway, supported by an Articles Review Working Group and a previous member survey has already taken place. 

From the work to date, changes are now proposed to the Articles which appear at Appendix A 

 The purpose of this consultation is to ensure that the proposed changes: 

• modernise the Articles, 
• reflect current and future ways of working, 
• strengthen good governance and accountability, and 
• continue to serve the best interests of the membership as a whole. 

No decisions have yet been taken. Your views will inform the final form of the Articles that will be brought to the AGM in 2026 for approval by special resolution. 

 

Why are changes being proposed? 

The proposed changes are intended to address a number of underlying issues, including: 

• Modernisation– updating language, processes and references to reflect digital working, electronic meetings, and contemporary governance practice. 
• Clarity– removing ambiguity, duplication and overly prescriptive provisions that make the Articles difficult to interpret or operate. 
• Flexibility– allowing appropriate matters (such as operational structures and detailed procedures) to sit outside the Articles and be determined by policy, while retaining appropriate safeguards. 
• Compliance and best practice– ensuring alignment with current company law requirements and recognised standards of good governance. 
• Relevance– ensuring that membership structures, officer roles and governance arrangements reflect today’s local government legal and governance profession. 

Key themes and areas for consultation 

Members are invited to comment on the following main themes and proposed areas of change. 

1. Objects of the Company

It is proposed to include a clear and modern statement of LLG’s objects within the Articles. While not legally required, this provides transparency about LLG’s purpose, values and role in the sector. 

The revised objects focus on: 

• promoting excellence in local government law and governance, 
• supporting professional standards and ethical conduct, 
• providing training and professional development, 
• representing and advocating for members, 
• acting as the leading voice for the profession, 
• championing equality, diversity and inclusion, and 
• supporting member wellbeing. 

Questions for members 

1. Do the proposed objects accurately reflect LLG’s purpose and role?
2. Are there any important activities or principles that you feel are missing or overemphasised?

 

2. Membership categories and eligibility

The review proposes updates to membership provisions to ensure they remain relevant and inclusive, including: 

• clarifying eligibility for full membership (including governance roles and permitting lawyers working in Teckal companies), 
• reviewing associate membership definitions and whether named stakeholder groups are still appropriate, 
• removing obsolete references to legacy organisations, 
• reconsidering definitions relating to junior lawyers and paralegals. 

Questions for members 

1. Are the proposed membership categories appropriate and fair?
2. Should eligibility be widened, narrowed or clarified in any specific areas?
3. Are the current definitions of junior lawyers appropriate?

 

3. Governance structures and officer roles

A number of changes are proposed to clarify governance arrangements, including: 

• clearer delineation between what is set out in the Articles and what should sit in policy, 
• updated provisions relating to officer roles linked to AMO and national lead positions, 
• removal of outdated or contradictory board positions, 
• clearer election and retirement provisions. 

These changes are intended to strengthen accountability while allowing governance arrangements to evolve without repeated constitutional amendment. 

Questions for members 

1. Does the proposed governance arrangements in respect of taking matters out of the Articles and moving them into policy where possible strike the right balance between flexibility and membership decision making?
2. Are there any roles or structures within LLG that members feel require additional safeguards or greater prescription?

 

4. Meetings, voting and decision making

The proposals modernise how meetings and decisions operate by: 

• explicitly recognising electronic meetings and voting, 
• extending voting methods (including forms of electronic polling), 
• updating proxy provisions to be clearer and more accessible, 
• reflecting modern recordkeeping and document retention practices. 

These changes aim to make participation easier, more inclusive and more transparent. 

Question for members 

1. Are proxy rights and voting sufficiently clear as outlined in the Appendix?

 

5. Term limits, accountability and good governance

A key focus of the review has been strengthening governance standards, including: 

• clearer term limits for directors, 
• alignment of removal and termination provisions with statutory requirements, 
• stronger conflict of interest provisions, 
• explicit links to statutory duties under company law. 

These proposals are intended to support accountability, transparency and confidence in LLG’s governance. 

Questions for members 

1. Do the proposed term limits of 4 years per Director with the exception of 2 years for the Junior Director support board resilience and renewal?
2. Are the accountability and conflict of interest provisions sufficiently robust?

 

6. General modernisation and clarity

Across the Articles as a whole, changes are proposed to: 

• update language to be modern and inclusive, 
• remove duplication and inconsistencies, 
• simplify drafting where possible, 
• ensure consistency with current legislation. 

Questions for members 

1. Are there any areas of the Articles that members find particularly unclear or overly complex?
2. Are there further improvements you would like to see?

 

Next steps 

Following this consultation: 

• feedback will be reviewed by the Articles Review Working Group and the Board, 
• further refinements may be made in response to member views, 
• the revised Articles will be legally reviewed before final signoff, 
• the final version will be presented to members in the notice of AGM for approval at the 2026 AGM by special resolution. 

How to respond 

Members are invited to submit their views via written response by 1st February 2026 to Helen@llg.org.uk 

We strongly encourage all members to engage with this consultation. The Articles define how LLG operates on your behalf, and your input is vital in shaping a constitution that is fit for the future. 

 

Appendix A 

Sections within the Current Articles and How these will be amended: - 

Interpretation 

The definitions broadly align with statutory updates (s.1148 (office address), s.360 (clear days), and ss.282–283 (ordinary and special resolutions) of the Companies Act 2006, as amended). 

Updates 

The definition of “Office” (s.1148 Companies Act 2006) should be extended to reflect electronic communication requirements, including recognition of a registered email address, in line with the Economic Crime and Corporate Transparency Act 2023. 

Membership eligibility should be extended to include lawyers employed in Teckal companies, provided that the company retains its Teckal status. 

The role of the Monitoring Officer & Governance National Director should be amended to reflect appointment by virtue of holding the position of Chair of AMO. 

AMO will be defined and referenced as a subcommittee of LLG. Eligibility, office holders, elections, terms of reference and operating procedures will be delegated to the committee, in consultation with LLG, and set out separately as policy. LLG will retain veto power where AMO proposals do not align with LLG. 
It is also recommended that LLG and AMO agree a consultation procedure to ensure timely and meaningful consultation where proposals materially affect rights, obligations or governance arrangements, or where proposals misalign with or contradict agreed campaign objectives. 

 

Objects 

There is no legal requirement for a company to set out its objects within its Articles of Association, as the company may undertake any lawful activity. Nevertheless, including objects provides a clear benchmark of purpose and commitment within a membership organisation, ensuring shared understanding of ethos and values. 

Updates 

The following objects have been agreed by the working group and will replace those currently contained in the Articles. 

The objects of the Company are to: 

• Promote excellence in local government law and governance by producing and sharing best practice, professional opinion and sector guidance. 
• Provide authoritative input into consultations, inquiries and commentary requested by central government, the Local Government Association, the media and other professional or membership bodies. 
• Support professional standards and ethical conduct, advancing matters of public interest and good governance. 
• Deliver training and continuing professional development for members. 
• Represent and advocate for the interests and wellbeing of members, including engagement with local government stakeholders, other professional disciplines, elected Members and service users. 
• Build and maintain relationships with relevant government departments, public bodies, branches of the legal profession and regulatory authorities. 
• Act as the leading voice for local government law and governance, providing sector leadership on behalf of the profession. 
• Champion Equality, Diversity and Inclusion across the public sector. 
• Advance the Company’s strategic aims, as determined by the Board from time to time. 
• Provide or arrange professional services and support to members, including those relating to wellbeing. 

The Company may undertake any lawful activity deemed conducive or incidental to furthering these objects. 

 

Classes of Membership 

Classes of membership are clearly delineated, particularly in relation to voting rights and eligibility to hold office. 

Updates 

Given the passage of time, references to being a past member of ACSeS or SLG will be removed. 

 

General Meetings 

The Company may hold an Annual General Meeting if required by the Articles, but it is not mandated by the Companies Act 2006 (section 336 applies only to public companies). The AGM nevertheless provides an important opportunity to demonstrate accountability to members and serves as a focal point for elections and the commencement of director terms. 

Updates 

The requirement to appoint an accountant at the AGM will be removed, as this is not required by law. 

Voting on a show of hands will be extended to include electronic polling. This will be consolidated with provisions validating written resolutions signed electronically in accordance with sections 288–300 of the Companies Act 2006. 

References to “books” in relation to records and minutes will be updated to reflect electronic recordkeeping, together with the introduction of a tenyear retention period (section 248). 

Ballots will be extended to provide a catchall mechanism for any Board position. 

Errors and disputes provisions will be amended to require the Chair to consult with the Company Secretary before determining a final decision, as a good governance safeguard. 

 

Proxies 

The current provisions on proxies are legally compliant but unclear and require redrafting. 

Updates 

The proxy provisions will be redrafted to clearly recognise proxy rights (including speaking, voting and demanding a poll), enable multiple proxies, allow electronic delivery and remove the proxy form from the Articles themselves. 

Appointment of Proxies 
Every member entitled to attend and vote at a general meeting may appoint a proxy to attend, speak, vote and exercise all rights of the member at that meeting. A proxy need not be a member of the Company. 

Form of Proxy 
The instrument appointing a proxy must be in writing, signed by or on behalf of the appointor and in such form as the Board may approve or as is usual for the purpose. The Company will provide a standard proxy form with the notice of meeting. 

Multiple Proxies 
A member may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares held by that member. Each proxy so appointed will have one vote on a show of hands. 

Delivery of Proxy Notices 
Proxy notices and any authority under which they are executed must be delivered to the Company at the registered office or another place specified in the notice of meeting, or by electronic means where permitted by the Board. Proxy notices must be received no later than 48 hours before the meeting or adjourned meeting, or before the time appointed for taking a poll. 

Board Discretion 
The Board may, in its absolute discretion, accept proxy appointments delivered after the stated deadline. 

Validity of Proxy Votes 
A vote given or poll demanded by proxy will remain valid despite prior revocation of authority unless notice of revocation is received before the meeting or poll commences. 

Revocation of Proxy 
Proxy appointments may be revoked by written notice delivered by or on behalf of the member, taking effect only if received before the meeting or adjourned meeting. 

Rights of Proxies 
A proxy has the same rights as the member to attend, speak, vote on a show of hands, vote on a poll and demand a poll. 

 

Composition of the Board 

The Board is capped at a maximum of 16 members, although 17 positions are currently listed due to provision for a Finance Director. Retaining more potential positions than permitted by the Articles is poor practice and introduces contradiction. In the event of the loss of a CEO, the Board can appoint an interim or delegate functions to ensure continuity. 

Update 

The position of Finance Director will be removed. 

 

Regions, National Lead Officers and the Junior National Lead Officer 

The Articles currently prescribe lead subject areas, appointment methodology and geographical boundaries through appendices. 

Update 

The appendices will be removed and replaced with a provision enabling the Board to determine these matters from time to time. 

 

Election of the Deputy VicePresident 

Language changes are required to ensure eligibility is restricted to full members. 

 

Retirement of Monitoring Officer Director 

The provisions require amendment to align with the election of the Chair of AMO. 

 

Election of the National Lead Director 

Voting will be transferred from National Leads to the full membership. 

 

Term of Office 

The Board previously set a nineyear cap on service, with a provision allowing members interm to complete their office. With fouryear terms, this could result in up to twelve years’ service, undermining the intended governance principle. 

Update 

The maximum term of office will be reduced to eight years. 

 

Termination of Directors’ Appointment 

Amendments are required to reflect the Monitoring Officer & Governance Director ceasing to hold the Chair of AMO role. 

A new termination ground will be introduced for failure to comply with the Economic Crime and Corporate Transparency Act 2023. 

Statutory provisions allowing removal by members (sections 160–168 Companies Act 2006) will be inserted. 

 

Directors’ Conflicts of Interest and Permitted Interests 

Conflict provisions are comprehensive but would benefit from explicit statutory references, including sections 176, 180 and 183 of the Companies Act 2006. 

The Chair will retain final determination on conflicts affecting quorum or voting but will be required to consult the Company Secretary. 

 

Proceedings of the Board and Director DecisionMaking 

Amendment is required to clearly distinguish directors’ written decisions from members’ written resolutions. 

Board meeting provisions will be simplified to state that meetings may be held at such times and places as the Directors think fit, including by electronic means in accordance with section 360A of the Companies Act 2006. 

 

Accounting Records 

Broader statutory reference will be included to require proper accounting records in accordance with sections 386–389 of the Companies Act 2006 and preparation of annual accounts and reports in accordance with sections 394–415. 

Accounting records will be expressly permitted to be held electronically. 

 

Audit 

This section is superfluous and will be deleted. 

 

Winding Up 

The Articles will be amended to include specific reference to the Insolvency Act. 

 

Indemnity and Insurance 

The indemnity provision will be clarified to confirm that, subject to sections 232–234 of the Companies Act 2006, every Director will be indemnified out of the Company’s assets for liabilities incurred in the proper discharge of duties, and that the Company may purchase appropriate insurance. 

 

General Applicability 

The Articles as a whole will be amended to ensure modern and inclusive language and to remove duplication