Board of Trustees Proposal - Membership Consultation

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.

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.

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 for the legal and fiduciary aspects of being a Trustee, and overseeing the work of the executive team.

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 decision-making difficult.

The Charity Commission advises that Boards of Trustees should be no larger than 12 people.

Why now?

• Successful organisations routinely review their structure and ways of working.
• Members are asking for more from the IMA.
• The Strategic Plan requires different skills, knowledge and ways of working.
• The Institute needs to be more agile and prepared for future challenges.

How much will this cost?

The model has been costed and it is anticipated that the proposals will have a marginal financial impact.

A smaller Trustee body will reduce administrative and regulatory costs and is expected to have a slight positive financial impact.

What is the key change being proposed?

It is proposed that legal and financial responsibilities are separated away from Council to a separate Board of Trustees (BoT).

The Executive team will focus on day-to-day operations while the Board of Trustees provides oversight.

The Council will increase its focus on strategic direction and growth of the IMA and the profession.

How big will the Board of Trustees be?

The Board of Trustees will be smaller than Council and is not planned to be larger than 10–12 people.

Who will appoint the Trustees?

The Council, with input from the Trustees, will appoint Trustees based on agreed role descriptors and organisational needs.

What will be the difference in roles for a Trustee and a Council member?

Council members will focus on strategic direction, representation and policy discussions.

Trustees will focus on governance, risk, finance, legal responsibilities and accountability.

Why should I support the changes?

• Greater opportunities for member involvement.
• A more focused and strategic Council.
• Improved governance and accountability.
• Greater impact for the profession and mathematics.

What are the benefits of these proposed changes?

• Greater transparency and accountability.
• The right skillsets and knowledge on the Trustee Board.
• A more informed and cohesive Council.
• Greater involvement from the wider membership.

How will these proposals get approved?

The Royal Charter will need to be amended. Members will vote at an Extraordinary General Meeting or by proxy vote.

Following member approval, the Privy Council will need to approve the amendments.

Glossary

1. The governing document is the Royal Charter and Byelaws.
2. “In the charity’s best interests” means acting to fulfil the charity’s purposes for public benefit.
3. The charity’s objects define its purposes.
4. Trustees are responsible for governing and directing the charity.
5. The Executive refers to the paid staff team led by the Executive Director.
6. Oversight means monitoring delivery, performance and risk.
7. Responsibility refers to duties Trustees must carry out.
8. Accountability means Trustees must answer for their decisions.

Version date: 7 August 2026