Skip to main content

When The Oxygen Works was first established as a charity in 1992, we chose a structure that best reflected our organisation at the time. With being a newly fledged group that was community controlled and led, a charity structure that had two-tiers (governed by a board who were elected by a membership) made the best sense.

However, as time has passed, and the organisation has grown, the approach to our management structure has also changed. Where we once filled our board with members and service users, we now recruit board members based on skill and experience. This has allowed us to implement positive change, strong governance and professionalise, securing our future in the process.

With these changes, our members have grown to trust our staff and board to run the organisation without additional oversight. Whilst this is exactly what a third sector organisation wants to achieve, it has come at a cost. Our constitutional members are no longer as engaged as they used to be when it comes to governing the organisation and we have been struggling year on year to be quorate at our AGMs, putting The Oxygen Works at risk and consuming valuable resources and capacity.

This has led us to consult HTSI, a third sector support organisation within Highland, about our options to ensure the future of The Oxygen Works and to strengthen our position as a charity. These conversations highlighted the need for us to consider altering our governing structure (our articles of association). The board and management team have been working with HTSI on restructuring and modernising our articles.  These have now been finalised and unanimously approved by our board, we have also been granted consent to make the changes by the charity regulator, OSCR.  As a result, we would now like you to review the changes and give us your feedback. The below explains the changes and why we are proposing them.

What are the changes?

Our first proposal is to alter the wording of our purposes so that they may better reflect current charity law and are more inclusive and reflective of our organisation. We have added the specific wording of our purposes under the 2005 Charity Act (the advancement of health, and the relief of those in need by reason of age, ill- health, or disability). We have also removed condition specific wording and replaced it with inclusive language (“age, ill-health and disability”).

We are also proposing moving from a two-tier structure to single-tier. A single-tier organisation is governed by a board with no additional members that are required to vote at an AGM. OSCR (the charity regulator) typically have no preference on which structure is selected, neither does Companies House (the companies regulator). However, whichever tier-structure you have, it needs to reflect your organisation. We believe this change will better reflect our organisation as it currently stands and will allow us to simplify our structure, reduce our administration and strengthen our position as a charity.

We have also added representation clauses – “Senior Management Representation” and “Client Representation”. The Senior Management Representation on the board ensures that the most senior employed person within the organisation who has operational oversight has an opportunity to be fully involved at board level. The Client Representation clause allows clients to nominate, from their own number, a representative who can be invited to attend board meetings to put forward their views and interests. Whilst we will continue to consult and listen to our clients and staff in the usual way, we feel that by including these clauses we are officially acknowledging the importance and value of our clients and staff and are ensuring that they remain so in the future.

What this does NOT mean?

  • Your opinions will be ignored.
  • You will not be consulted on changes.
  • Your views and experiences aren’t valued.
  • You will not be able to engage with staff or board members.
  • Your specific condition does not matter.

What next?

If you would like to discuss these changes further, have any comments or concerns, please contact Leigh-Ann or Jenni at the centre or email them at  – we welcome your feedback, thoughts and comments.

If you would like to speak directly to a member of our board, please contact our Chair Dan Jenkins on who will be happy to assist.

Alternatively, you can contact Kirsty Henderson from HTSI who has offered to answer any questions you may have from an impartial source. You can reach her at

Following this consultation, we will hold a members vote at an extraordinary general meeting (EGM) to pass these changes. We anticipate that this will take place in the summer and will allow both electronic, written and in-person responses.  We will provide further information on the date once we have ensured that those impacted by these changes have had sufficient time and opportunity to have their voices heard.

You can read copies of our Articles of Association using the links below:

New proposed Articles of Association 2024

Existing Articles of Association 2019/20

We would really appreciate your thoughts on our proposal by answering a few short questions. Please take 2 minutes to complete our survey using the button below.