Governance

Illustration © Antonio Rodriguez
Understanding the SoA structure and purpose

The SoA is a democratic organisation governed by its Members. 

Our overall strategic direction is set by a member-elected Management Committee, while day-to-day activities are managed by our staff team in London. A Council of senior members is responsible for electing a President who, together with the Council, act as ambassadors and spokespeople for the SoA.

You can read about our current strategy on our Strategy page.

SoA structure

Our structure is both unusual and complicated. We are one of a handful of special register bodies, which means we are both a company limited by shares and a trade union. A detailed investigation and discussion on the structure in 2014 concluded that any change in the structure would be entirely cosmetic in practice, not to mention expensive, time-consuming, complex and could endanger, among other things, our continued administration of our grants and awards.

Our shareholders

Society of Authors shares are nominal only, and are held by the President, the Treasurer, and a member of the Council chosen by the President. These nominees are legally bound to act only as instructed by the full membership making its wishes known via a formal voting procedure.

Members, the Management Committee and the Council

Members: our membership is currently made up of almost 12,000 voting members, including a few hundred associate members who do not have voting rights (as at May 2022).

The Management Committee oversees the direction and governance of the Society of Authors and of the Chief Executive. It consists of 12 of SoA members, who are elected to serve for three years at a time, led by a Chair who they elect to serve for two years at a time.

The Council, headed by a President, is made up of members of high-standing and who have been exceptional in their support of the Society of Authors. They have two powers only – to elect the President and, if the organisation ceases to exist for any reason, they will ensure that any assets are passed to a similar organisation.

The President is an ambassador for the Society of Authors and comments on broad policy issues, but has no role in our direction or governance.

The SoA constitution

The Society of Authors constitution was radically overhauled in 2014 following a three year consultation and review process. It is made up of four core documents.

Articles of Association

This is a formal document, required by company law, which sets out the rules by which the limited company is run. It can be amended only by our members passing a resolution approved by 75% of those voting.

  • Article 2 sets out our core aims
  • Articles 3-26 set out the powers, authority and composition of the Management Committee, who act as our company board of directors
  • Articles 27-49 deal with matters relating to the company’s shares
  • Article 50 states that if the Society of Authors is dissolved for any reason, any surplus of assets over debts must be transferred to bodies with core aims the same or similar to our own.

Bye-Laws

This document sets out how members operate and make decisions about the Society of Authors. It sets out who may be members, how meetings of members are conducted, and how the Management Committee, Chair, President, Council and Treasurer are appointed and for how long. The Bye-Laws can be amended only our members passing a resolution approved by 50% of those voting.

Rules

This gives the detailed provisions for the practical running of the Society of Authors. The Rules can be changed by the Management Committee provided they are consistent with, and do not repeal anything contained in, our Articles of Association and Bye-Laws.

The Management Committee Code of Conduct was updated and approved in January 2019, together with the introduction of a Dignity and Respect Policy. Please see the Dignity and Respect section of this website for this Policy download and further information. 

Deed of Trust

In this document, our formal shareholders promise to exercise their rights entirely and solely in line with the direction and decisions made by our members.

Further reading

If the Society is to meet authors’ needs in the 21st century, its 129-year-old constitution needed updating. The legal, structural and procedural issues this raised were complex, somewhat technical, interdependent and in some cases potentially divisive.

In 2012 the Management Committee appointed a task force to review the legal, structural and procedural issues involved in updating the organisation’s 129-year-old constitution to be fit to meet authors’ needs in the 21st century. Their brief was to clarify areas of agreement, identify any remaining issues of difficulty or disagreement, and make recommendations for reform.