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Working Men's College. 



SKETCH OF PROPOSED PERMANENT 

CONSTITUTION, 

To be laid before Council 14 February, 1873, in connection with the following motion, 
of which notice has been given : — 

(Mr. Litchfield) — "That steps be taken, in accordance with the recommendation 
"contained in the Report of the Consultative Committee, dated 27 January, 1873, 
" for reconstituting the College." 



A Royal Charter was, I believe, till lately considered the best mode of permanentlj 
constituting a Body Corporate for such purposes as those of our College But it now 
appears that recent Statutes provide equally good or better modes of doing this, and 
that such Incorporation by Statute gives, at next to no expense, all the advantages of 
Incorporation by Royal Charter. 

The College is now constituted as a Company (with unlimited liability) under the 
Joint Stock Act of 1857. This constitution is in many ways unsatisfactory, though it 
has sufficed for the needs of the College in its first years of probation and experiment. 
A mode of incorporation better suited to the purpose is provided by the Companies 
Acts of 1862 and 1867. Girton College (the memorandum and articles of association 
of which I have seen since drawing up this sketch) is constituted under these Acts as 
an Association with liability limited by guarantee. 

If it be desired that any such reconstitution is necessary, its precise form must of 
course bo selected by competent legal advisers. The following is a rough outline of 
what I think should be secured by, or embodied in, the Memorandum and Articles 
of Association. 

General Scheme. 

Company to occupy the position of Trustees of College, taking no part whatever 
in its government or administration. 
Functions of Company — 

To be legal owners and custodians of the property. 

To have a veto on the application of all capital funds. 

To satisfy themselves that property is being applied bond-fide to such a College as 

is intended to exist. 
To exercise (but qu. as to this) a Visitorial power. 

Suggested Clauses. 

1. Objects of Company. — These will be best defined by stating the objects of the 
College, which might be put in many ways. Say as follows : — 

The object of the College is to put a liberal education within the reach of 
working men, by providing instruction in such subjects as it shall seem best to 
teach with that view, at such fees as shall make it possible for the classes to 
be attended by artisans, and by others whose incomes are less than those of 
artisans. 

Or the object of the College might be described by using the substance of 
the paragraph which for some years past has been at the head of our Prospectus 
(having been drawn up under the direction ot Mr. Maurice), viz. : — r The 
" students are, for the most part, working men ; and the teachers are, in gene- 
" ral, members of the Universities, and of different professions, or those who 
"have themselves been students in the College. Its purpose is to unite these 
" classes togother, by associating them in the common work of teaching and 
" learning. It provides instruction at the smallest possible cost (the teaching 
" being almost wholly unpaid) in the subjects with which it most concerns 
" English citizens to be acquainted, and thus tries to place a liberal education 
" within the reach of working men." 



{ 



Something like the following should, I think, be added : — All the arrange- 
ments of the College, and particularly the arrangements in regard to payments 
(if any) by students, and to the time of day during which the classes are held, 
shall be such as will best meet the needs and circumstances of the persons for 
whom, as explained above, this College is intended, but the teaching shall be 
arranged without reference to its special utility as an aid to the practice of any 
trade or profession. 
2 Governing Body of College.— Existing Council to continue to be the governing 
body, with the power to appoint committees as it may see fit. Whether the 
Articles of Association should contain laws and regulations as to election, re- 
tirement, &c, in future of members of the Council, or whether it will suffice 
to put in the Articles a provision for the making of such laws afterwards, is 
one of the many points which have to be settled. Regard must be had, of 
course, to the statutory power of altering the articles. 

Care should be taken to leave the College ample freedom of adapting its 
machinery of government to its needs and circumstances for the time being and. 
at the same time to secure that there be always some definite rules for the con- 
stitution of its governing body ; whether the Company's consent should be 
made a condition of such change is a point for consideration. 

The Council may some day find it best to put the whole government in the 
hands of a Principal, and they should have the power of doing this. The 
simplest arrangement would then be to make the Principal directly responsible 
to the Trustees, and the Articles should be framed so as to make this kind of 
change possible. 

3. Meetings of Trustee Company. — All necessary provisions to be made as to thia* 
(The Girton College Articles and Schemes under Endowed Schools Committee 
or Public Schools Act will serve as precedents). 

4. Annual General Meeting. — At this meeting the Company should have laid 
before them certain statements shewing position and condition of College, 
viz. : — 

(a) As to financial position — receipts and expenditure. 

(b) Report as to Condition and state of Repair of Buildings. 

(c) Statements shewing work done in College, and its general condition, 
viz : — List of subjects taught — tables of attendance of students — of fees 
paid for several classes — of occupation of students. 

5. Scale of lees payable by Students to be settled by the Company, and no fees 
to he charged higher than those so determined on. 

A like provision should be made as to the hours within which classes are 
held, and these two provisions should be in the " Memorandum" (which is not 
alterable.) 

6. Repair Fund to be formed as soon as practicable — the annual proceeds, but not 
the capital, to be expended on repair and maintenance of Buildings. 

7. Control over Capital Funds. — The Company to have the sole control over the 
expenditure of all Capital funds or property belonging to College and over the 
appropriation of any income arising from such sources. (Income from fees 
being left to be expended by the Council or other governing body.) 

Any income from endowment-funds would of course under ordinary circum- 
stances be paid over to the governing body of the College, subject to any ar- 
rangement which might be made for accumulating all or part for Building 
purposes, or for purchase of land, or other like object. 

8. Lhmt to number of membci s of Company. 

9. Mode of electing new members. — Provision to be made for these and other points 
concerning the formal constitution of the Company. My impression is that the 
number of members should not be more than about 12, and that there should 
be no restriction as to who may be made members. The Trustee Company 
may be expected to include several teachers or ex-teachers, but there should be 
no formal qualification of the kind required It has been suggested that some 
m« mbers might well bo nominated by some public or academic body, e.g., that 
University College, London, or some designated University Professor or Pro- 
fessors, or the Council of the Eoyal Society should be requested to nominate 
members. 



10. — Ultimate controlling power of Trustees. — The Articles should be so framed as 
to give the Company, in some way or other, some such power as is exercised 
in ancient Colleges by the " Visitor," by which in case of the College getting 
into a wholly wrong state, they may bo able to apply such remedy as they 
may after enquiry think best. How to secure this will of course be a matter 
for careful consideration. 

K. B. LITCHFIELD. 

2, Bryanston Street, Portman Square, W. 
13 February, 1873. 

♦ 

APPENDIX. 

Notes as to Present Constitution of College. 

The Company called " The Working Men's College Company," was formed under 
Act of 1856. 

The Articles of Association bear date 16 April, 1857, and were registered 18 April, 
1857. They contain no further indication of the character of the College than is con- 
tained in the words " Working Men's College." 

The text of the Articles is as follows : — 

« AETICLES OF ASSOCIATION of the WOEKING MEN'S COLLEGE. 
" It is agreed as follows. 

" The regulations contained in the Table marked B in the Schedule to the Joint 
"Stock Companies Act 1856 shall be deemed to be the Eegulations of the Company, 
" except as hereinafter mentioned (that is to say) 

" The following Eegulations shall be read as if inserted immediately after the re- 
gulation numbered 14 in the said Table (that is to say) Provided always that no 
" person shall be entitled to be registered as a Shareholder without the previous ap- 
" proval of the Directors. Nevertheless when the Directors shall have disapproved of 
" three persons in succession who are proposed to be registered as shareholders in 
Cl respect of any particular shares, they shall be bound, if required by the party entitled 
11 to such shares, to purchase the same at the market value thereof. 

" The Eegulations numbered 44 and 45 in the said Table shall not apply to the 
" Company but in place thereof it is agreed as follows. 

" The Directors of the Company shall be the Principal and Council for the time 
"being of the Working Men's College. 

"The Eegulations numbered 47, 48, 49, 51, 52, 53, 54, and 62 in the said Table 
11 shall not apply to the Company. 

" The following Eegulation shall be read as if inserted immediately after the Eegu- 
" lation numbered 68 in the said Table (that is to say) 

" No dividend beyond the amount of five pounds per centum per annum on paid-up 
" capital shall ever be declared, but any surplus income shall be applied, aiter pay- 
"ment of such dividend in furtherance of the general objects of the Company. 

"The Eegulations numbered 77 and 78 and 79 in the said Table shall not apply 
" to the Company, but in place thereof, it is agreed as follows, Every Auditor shall 
" continue in office until his death, resignation or removal by a General Meeting. 

" Dated this sixteenth day of April, 1857. 
" 839 N.U. 9/2 • Eegistered 18th April, 1857. 3153." 

The Articles are signed by F. J. Furnivall, J. M. Ludlow, W. Pulley, 
T. E. Bennett, W. J. Brodribb, C. Kingsley. 

The present Shareholders in the Company appear to be 10 in number, viz. : — 
Mr. Kingsley, Mr. Furnivall, Mr. Ltjdlow, Mr. Westlake, Mr. Vernon Lushing- 
ton, Mr. Litchfield, Mr. Hughes, Mr. Eawlins, Mr. Brewer, Mr. Martineau. 

One share was held by the late Principal. 

The members of the Council of the College, who by the Articles are Directors 
of the Company, are about 60 in number. About half of these have entirely with- 
drawn from the College and have not attended meetings for some years, many having 
gone abroad or ceased to reside in or near London, and about 10 or 15 more very 
rarely attend meetings. The number of actual or recent teachers on the Council is 
about 10.