Questions and answers

Governance enables BAOT Council, RCOT Board of Trustees and Senior Management Team to run our organisations legally, ethically, sustainably, and successfully, for the benefit of our members, staff, stakeholders, and for the good of wider society. 

Governance is a framework for managing organisations. It covers: 

• how an organisation is run and makes decisions ​     ​ 
• how the leaders are held to account for decisions and outcome​     ​
• the systems, processes, policies, controls and authorities.  

It identifies who can make decisions, who has the authority to act on behalf of the organisation and who is accountable for how an organisation and its people behave and perform. 

It covers how the organisation is legally structured, and the processes, standards, rules, and practices followed. It guides operations and administration, ethics, risk management and compliance with relevant legislation and regulation.

Council is leading the review and Council members Odeth Richardson, Paul Dunning and Cathryn Holding are working together with Steve Ford, Chief Executive and our internal governance specialist. They are also seeking expert legal advice when needed and and learning and applying best practice from other organisations.    

To deliver our ambitions for the profession, we need our organisation and culture to be dynamic, high-performing and values-led. We're strengthening our governance so we can run in the most effective way and are best placed to make informed decisions. Prior to this review, our governance hadn't been updated for sometime. This meant some areas were out of date, overly complicated or were not compliant across company, charity and trade union law. 

By strengthening our governance you can be confident that your membership body is fit for purpose, following good practice and legally compliant across company, trade union and charity law. Informed decisions will continue to be made by a majority of elected occupational therapists who work together with lay trustees who bring subject matter expertsise into our organisation.

As members of BAOT, you will be invited to vote for any changes to the BAOT operating rules (Articles of Association). As the elected directors of RCOT, the RCOT Board of Trustees will vote for changes to the RCOT Articles of Association taking into consideration members' views.

BAOT was set up first, as a trade union and the professional body for occupational therapy. As its work to support members grew, RCOT a charity subsidiary, was set up to deliver member services that are for public benefit, and therefore charitable. Having a separate charitable organisation, means we’re able to operate in the most time and cost-efficient way.  Our goverance is more complicated because we are two separate but related organisations. 

When you join RCOT, you actually first formally join BAOT. As a trade union BAOT is responsible for delivering trade union services, which it does so by outsourcing the services to UNISON.  

When you join BAOT, you become a company member of BAOT under law, which is similar to being company shareholder. You don’t own the company as shareholders do but you are considered the guardians of the company and have certain legal rights and responsibilities. These rights are set out in the operating rules, known as the Articles of Association, and include: 

• attending, speaking and voting at the AGM
• approving the BAOT Articles of Association
• approving the appointment and remuneration of the auditors
• appointing/electing BAOT company directors (Council members). 

RCOT is our brand and the name through which we deliver member benefits and services. When you join BAOT you automatically become a member of RCOT. You receive all our membership benefits from RCOT, apart from your union membership, which you get through BAOT and UNISON.  

As RCOT is a subsidiary of BAOT, you don’t become a company member of RCOT, so under law you don’t have the same legal rights and responsibilities. BAOT is the only company member of RCOT. 

Instead, OT membership of RCOT is governed by the terms and conditions you sign up to when joining BAOT. This is similar to how you might become a member of a theatre.  Membership brings you benefits and services but you’re not a company member.  

Read more about all the benefits you receive when you are a member of RCOT.

Yes members of BAOT will continue to vote for Council members. Ballots are only held when there are more than one candidate. Read more here.

As members of BAOT, members are required to vote on changes to BAOT Articles of Association (our operating rules). As the elected directors of RCOT, the RCOT Board of Trustees will vote for changes to the RCOT Articles of Associaton.

The review will cost £150,000 over three years. A large proportion of these costs is for the essential legal advice. 

No, we don’t intend to change the core purpose of either BAOT or RCOT and will hold true to the articles of association for both. We might clarify wording in the Articles where required (for example RCOT Articles conflate the ‘purpose’ of the organisation with the ‘powers’ its granted to carry out that purpose) but this will not affect its fundamental purpose.