The IMA is proposing to make revisions to the IMA’s governance structure to form a new, separate Board of Trustees and redefined Council.
This area of the website has been created to provide members with full details of the proposed changes. This will include documents which outline the separate, but complementary, roles of the proposed new, separate Board of Trustees and redefined Council, along with FAQs.
An important next step is to make the associated proposed revisions to our Charter for initial comments from the Privy Council, whose approval will be ultimately required to validate this new structure. Additionally, there will be a full set of supporting documentation to include Terms of Reference and role descriptors for Trustees and Councillors. Council will be first asked to review these at their June meeting.
Then, subject to Privy Council feedback on the draft amendments, a formal membership consultation will be organised, to include online Town Hall meetings where you can ask questions and express your views. We aim to hold these in the Autumn, and all members will be notified directly of the dates and subsequent voting procedures.
A key objective of this project is to ensure the IMA meets Charity Commission recommendations while ensuring even greater focus on strategy, sustainability and the future direction of the IMA through the new arrangements. We look forward to sharing full details with you in the coming weeks and months, and hearing your views and questions.
A Proposal to change the way the IMA is structured – FAQs
August 2026
Council hopes the following FAQs will address some of the questions you may have about the changes being proposed. We intend to keep this list ‘live’ so that we can add further questions from members as we move towards the Extraordinary General Meeting when members will decide on the proposals. The Extraordinary General Meeting is likely to take place in early 2027.
What is being proposed?
Council is proposing that the governance structure of the IMA should change. Instead of a single large representative Council (which is the current Trustee body of the IMA) there should also be a smaller, more focussed Trustee Board. The Council will continue but the functions of the Council and the Trustee Board will be redefined.
To make this change the members of the IMA need to vote to approve it and the Privy Council will need to confirm the changes are acceptable.
This document intends to answer initial questions members may have about what is being proposed.
How did this come about?
Council agreed there was a need to review its governance structure as part of its 2023-28 strategy and after detailed and thorough discussion a governance review project was agreed. Members were first alerted to the idea in October 2025 and we have updated members on progress since then in IMA communications, including electronic newsletters and articles in Mathematics Today.
What is Governance?
In essence, Governance is the way an organisation (which has to follow company or charity law) is managed by having the necessary structures and decision-making processes in place to run the organisation.[GN1.1] Good governance also requires a level of oversight to monitor risk and provide assurance to members. The IMA Council is the governing body, provides all these functions, and makes key decisions on behalf of the Institute, the profession and the membership.
What is the IMA Council?
IMA Council is the IMA’s strategic governing body. All members who sit on Council are charity Trustees, and legally responsible and accountable for the success of the IMA, and ultimately its ability to support the profession and all of its valued members across the UK and globally. Key roles include agreeing major policy, setting strategic direction for the IMA, managing the IMA’s finances and any other potential risks.
Why is the IMA Council structure being reviewed?
IMA Council is currently made up of volunteer members of the IMA who are elected into a range of positions at Annual General Meetings. However, the role of a Council member is a complex and confusing one. Council leads on the development of the profession, strategic direction and policy, while also holding responsibility[GN2.1] for the legal and fiduciary aspects of being a Trustee, and overseeing the work of the executive team (the staff). Finding time in Council meetings to give proper attention and debate to all these issues is not always possible.
It is also too large, with up to 31 trustees, which can make[cc3.1] decision-[cc4.1]making difficult. The Charity Commission (and good practice across this sector) advises that Boards of Trustees should be no[GN5.1][cc5.2][RA5.3] larger than 12 people. The breadth of responsibilities and the legal accountability can be off-putting to members who want to volunteer to steer the profession and the IMA, but do not want the onerous legal responsibilities of being a charity Trustee. There are also obligations for Trustees to share personal data and documentation with providers of financial, banking and legal services to the IMA, which makes it difficult for some members of the IMA working in roles subject to national security restrictions to apply. This means it is time to look at a new way to make your IMA Council more accountable and effective to help us achieve the ambitions of our strategic plan now and into the future.
Why now?
A number of reasons, including :
- Organisations which are successful routinely review their structure and ways of working. Leaving it until it is an emergency means it is too late. We are in a good position to plan for the future and make the changes we need to, before we may be forced to do it.
- Members are asking for more from the IMA and we need to be slicker, more flexible, more dynamic and impactful at policy and government level
- The developments following implementation of our Strategic Plan requires a different set of skills, knowledge and ways of working to steer and support the profession and membership through the coming years. We need to be more agile and to be prepared for this.
How much will this cost?
The model has been costed and it is anticipated that the proposals will have a marginal financial impact as new ways of working, such as online meeting platforms, contribute to a reduction in meeting costs and the cost of Charity Commission reporting requirements. A[GN6.1][GN7.1][RA7.2] smaller Trustee body will reduce administrative and regulatory costs which will have a slight positive financial impact.
What is the key change being proposed?
It is proposed that in order for IMA Council to operate more strategically and successfully on behalf of the members and the profession, there should be a separation of the legal and financial responsibilities away from the Council to a separate Board of Trustees (BoT). The Executive (the staff) will focus on running the IMA on a day-to-day basis while the BoT provides oversight of the Executive team. The Council will increase its focus on the strategic direction and growth of the IMA and the discipline/profession. The two bodies (BoT and Council) will share some membership (such as the President and Honorary Treasurer) and there will be very close working between the two. However, Council members will have more time to focus on strategic issues and the Trustees will have more time to focus on finance, risk, legal compliance and other relevant matters. Both the BoT and the Council will still report to the membership as they currently do at the Annual General Meeting.
How would this improve IMA Council?
With more time to focus on strategy and policy for the IMA and the profession, there will be greater debate and accountability around the Council. It will inspire more members to become involved as it will not require members to have the legal and financial responsibilities that the Trustees have. This will help and encourage more members to become involved.
Will the ‘new’ Council be a lot smaller?
No, the plan is not to change the size of Council.
How big will the Board of Trustees (BoT) be?
We will follow Charity Commission guidance and create a BoT which is smaller than Council, agile, and has people who understand their role in running the IMA and are prepared to focus on business matters. It is not planned to be larger than 10-12 people.
Who will appoint the Trustees?
The Council (with input from the Trustees) will appoint the Trustees based on agreed role descriptors, the needs of the roles on the BoT and the fact that Trustee expertise and experience needs may change from time to time. The Chair of the Board of Trustees will be independent from the Council [cc8.1] as we need a Chair who brings a separate set of skills and expertise to that of the President who chairs the Council[cc9.1].
Council will retain a Nominations Committee which will make recommendations for Trustee appointments against agreed role descriptions.
What will be the difference in roles for a Trustee and a Council member?
There will be clear role descriptions and person specifications for Trustees and for Council members. Both will be different. For example:
- Council members should represent the diversity of the membership and be passionate about setting the future direction of the IMA, the profession, the discipline, supporting delivery of the strategic plan, getting involved with the Council’s committees and being able to contribute to debates. There is no specific experience required and Council should be representative of the membership and a good discussion forum for the key challenges and opportunities the IMA faces. The Council membership will be the same as it is now
- Collectively, Trustees [GN10.1]should bring expertise in financial and risk management, a broad understanding of leading staff and volunteers in a professional body, be legally accountable for the charity’s business and financial functions, be responsible for legal decisions made on behalf of the charity and be accountable to the membership and the Charity Commission for those decisions. This reflects the role of the Board of Trustees being responsible for financial sustainability and the fiduciary/legal functions as Trustees.
As you can see, the two person specifications will be quite different as the roles of the two bodies are different. Currently they all exist in the Council function but this is not as effective as it should be.
If you would like to read more about the role of a charity Trustee, you can read the Charity Commission guidance here.
Why should I support the changes?
If the changes are approved you will have greater opportunities to have an impact and influence:
- the IMA, by supporting the development of a Council which could be increasingly diverse and, hopefully, becoming a Council member yourself?
- the profession and policy via the work of the IMA Committees, project groups and task and finish groups- many will be virtual and therefore more accessible
- through involvement with the IMA at a strategic level and working with senior members and the IMA management, without the responsibilities of being a Trustee
- a focussed Council which will drive your IMA forward in years to come, producing greater impact and reach for the profession and for mathematics.
What do other professional or membership bodies do?
We have looked at how Trustees are appointed to other professional bodies in the UK, especially those with Royal Charters and some which are similar in size and function to the IMA. We have looked at around twelve different professional bodies with Royal Charters. Many have either adopted a similar governance model (separate Council and BoT) or are actively working towards this. We have also consulted the Foundation for Science and Technology who provide impartial advice and guidance [RA11.1]to professional bodies and learned societies on governance issues.
We have been reassured that many Chartered bodies recognise the need to separate out the distinct roles of a Board of Trustees and a Council.
What are the benefits of these proposed changes?
- Greater transparency and accountability: There will be greater clarity on the two roles of the BoT and the Council. The Board will be fully accountable to the General Meeting and the Charity Commission for their actions; this leads to a stronger organisational leadership and a more successful IMA. The Council will also be able to focus more on the strategic discussions which impact the membership more widely. It also means that the smaller BoT can more effectively hold the Executive Director and the staff team to account. The size and scope of Council currently makes this more difficult to do effectively.
- The right skillsets and knowledge: Trustees will be selected based on their skills, expertise and ability to undertake the roles required. Again, this will produce a stronger BoT and greater success for the IMA, its members and the profession.
- A more informed and cohesive Council: The Council agenda will have the time and space to be strategic and will no longer need to be focussed on finance and legal responsibilities. We believe this will create a more diverse and strategic Council with the ability to recruit and retain members with very different backgrounds.
- Greater interest and sense of involvement from the wider membership: To appoint effective Council members, there needs to be encouragement about the role and the opportunity to deliver what members and the Council want. Being a Council member and a Trustee are two quite different things, however. We believe this separation of responsibilities will deliver this.
How will these proposals get approved?
To make the changes we need to amend our Royal Charter. To do this you (the members) need to cast your vote on this either at the Extraordinary General Meeting later this year, or by sending us your proxy vote if you cannot attend. Full details [cc12.1]will be found on the website closer to the time of the General Meeting.
Assuming the membership approve the changes to the Royal Charter we will then inform the Privy Council and make a formal request for the changes to be approved. The permission of the Privy Council is required for all changes to Royal Charters. We have been in discussion with the Privy Council so they understand the nature of the proposed changes. This will not be a surprise to them as many other organisations with Royal Charters now have similar governing structures. It may take some months for the Privy Council to notify us of the changes being accepted. They may ask that minor revisions be made to the new Royal Charter but these changes will be minor (for example terminology which the Privy Council would prefer us to use) and not affect the principles voted on by members.
When would any proposed change/s take effect?
If voted and approved by you the changes will take effect after the Privy Council inform us that the changes have been approved by them. The Trustees will decide when to implement the changes at a time which best suits everyone in the IMA. However, we can run some of the changes in tandem with the current Royal Charter, simply so that we can get used to them. For example, we may have a ‘shadow’ Board of Trustees running alongside the Council. The Council will monitor this to ensure that the process works as anticipated. This will not change the powers of the Council until the Charter changes are finally implemented. However, the Council can have confidence in the eventual Board of Trustees by creating a shadow Board in the lead up to the changes. This is a common strategy adopted by membership organisations going through this type of transition.
How can I find out more?
- By visiting the online pages we have set up to provide information
- By joining the online sessions arranged by the Council to find out more and ask questions.
- By telling us your views through the survey we will be sending out to all members.
- By contacting any member of Council – see the IMA web pages
What do I need to do now?
Tell us what you think and VOTE at the Extraordinary General Meeting. We hope you will support our proposal to create a more inclusive, vibrant, strategic decision-making body, ready and able to lead the profession into the future.
Why should I vote?
We feel it is vitally important for members to make an informed vote as this will affect how successfully your IMA Council operates in the future. This will ultimately help us continue to advance the profession and the IMA, and to be slicker, more flexible, and impactful at policy and Government level, as well as a leading trusted voice in the media. We sincerely hope you will support this proposal in taking the IMA forward into the future. If you think these proposals seem a good idea it is important that you vote. Change cannot take place if you do not support it. Do not assume that, if you think it is a good idea, others will vote for it as they may well think the same and not go on to vote.
How do I vote?
Vote in person at the Extraordinary General Meeting or by proxy. Full details about how proxy voting works will be on the members website in the lead up to the General Meeting.
Do I have to attend the Extraordinary General Meeting to vote?
If you plan on attending the Extraordinary General Meeting we look forward to seeing you there. But we also have a system of proxy voting, which means you can lodge your vote before the meeting and someone else will cast it for you. If you cannot attend you will still be able to vote if you vote ahead of the meeting. Details will be found on the IMA website.
Glossary
The following glossary of terms and phrases used in these documents, or commonly associated with charity guidance, may be of assistance.
1. The ‘governing document’ is the legal document that sets out the rules that govern a charity. In the case of the IMA it is the Royal Charter and the Byelaws.
2. ‘In the charity’s best interests’ means what the Trustees believe will best enable the charity to carry out its purposes for the public benefit
3. A charity’s ‘objects’ are a written statement of its purposes. In the case of the IMA these are set out in its ‘objects’ which[cc13.1] are:
a) to advance mathematics and its applications in all areas including commerce, engineering, finance, health, industry, scientific and other academic disciplines and the public sector and to promote and foster research and other enquiries directed to the advancement, teaching and application of mathematics for the public benefit;
b) to seek to establish and maintain high standards of professional conduct for Corporate Members;
c) to seek to promote, encourage and guide in the development of education and training in all matters relevant to the advancement of mathematics and its applications for members and all other persons who are engaged in or likely to be engaged in mathematics or its applications.
4. ‘Trustee’ means a charity Trustee. Charity Trustees are the people responsible for governing a charity and directing how it is managed and run. The Charities Act defines the people who have ultimate control of a charity as the charity Trustees
5. Executive’ is used to differentiate between the Trustees and the paid staff. The ‘Executive’ team is the office team led by the Executive Director. The Trustees have responsibility for holding the ‘Executive’ to account, ensuring that legal and financial responsibilities are delivered but not necessarily doing it themselves. The delivery of day-to-day activities will be the responsibility of the Executive.
6. ‘Oversight’ it the responsibility of charity Trustees to monitor, review and ensure that the charity’s activities are being delivered, that day to day operations are on track and that risks are being understood and dealt with. The Trustees do not deliver things on a day-to-day basis, that is the role of the Executive team, which the Trustees delegate the responsibility to. But they do need to be satisfied that they have all the information they need to be assured all is in good order.
7. ‘Responsibility’ in the context of Trustees is the responsibility to do certain things. For example, to make sure that the charity is well run, complies with the law, is financially sound, etc.
8. ‘Accountability’ means that Trustees have to answer for their decisions in an open and transparent way. This could be to the membership, to the Charity Commission or to the public.
[FAQs Ends] Version date: 7 August 2026