This document explains the proposed amendments to the YDRF Constitution which will be discussed at the AGM.

To make the changes as clear as possible:

• each amendment is listed separately;
• the current wording and proposed wording are both included (proposed changes are in bold);
• and a short explanation is provided for why each change is being proposed.

Proposed changes to Section 12. Conflicts of interest and conflicts of loyalty

Proposed amendment to clause 12(1):

• Current wording:

“A Steering Group member must:”

• Proposed wording:

“A Steering Group or Subgroup member must:”

• Reason for change:

This change means conflicts of interest and conflicts of loyalty also extend to Subgroup members.

Proposed amendment to clause 12(1)(2):

• Current wording:

“absent themselves from any discussions of the steering group in which it is possible that a conflict of interest will arise between their duty to act solely in the interests of the Organisation and any personal interest (including but not limited to any financial interest).”

• Proposed wording:

“absent themselves from any discussions of the Steering Group or Subgroup in which it is possible that a conflict of interest will arise between their duty to act solely in the interests of the Organisation and any personal interest (including but not limited to any financial interest).”

• Reason for change:

This change means Subgroup members must not take part in discussions where they have a personal or financial interest that could affect their decision-making.

Proposed amendment to clause 12(1)(3):

• Current wording:

“any steering group member absenting themselves from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the Organisation’s steering group on the matter.”

• Proposed wording:

“any steering group or subgroup member absenting themselves from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the Organisation’s steering group on the matter.”

• Reason for change:

This change means if a Subgroup member has a conflict of interest and leaves the discussion, they cannot vote on that issue or be counted towards the minimum number of people needed to make the decision.

Constitutional amendments

An amendment to the constitution can be made under 16(1)(b):

16. Amendment of constitution: 

1. As provided by sections 224-227 of the Charities Act 2011, this constitution can only be amended by:
   1. a resolution agreed in writing by all members of the steering group; or
   2. a resolution passed by not less than two-thirds of the members present and voting at a GM (general meeting). The notice of the GM must include notice of the resolution, setting out the terms of the alteration proposed.

• 2026 AGM Agenda
• Draft minutes from the 2025 AGM