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INTRODUCTION

Circus Support Network

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Governance

Legal

Capital projects

Funding

Tax

Accounting

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1: Intro

What is a consortium?
Why is collaboration so difficult?
Culture
Boundary objects
Bridge spanners
Risks
Investment

A consortium (plural: consortia) is an association of two or more individuals, companies, organizations or governments (or any combination of these entities) with the objective of participating in a common activity or pooling their resources for achieving a common goal.

Collaboration assumes different organisations or groups, working together for common goals that are better (or can only be) achieved through working together rather than working separately in parallel or in competition. To succeed they must have engagement and impact.

Most organisations have a self-preservation mode that actively discourages collaboration, creating roadblocks.

Probably not enough to have a policy framework or a funding stream or an individual champion. Instead, there will need to be a critical mass of participants who create, feel and commit to a common important purpose that can only be advanced through collaboration that is supported by leadership, incentives and infrastructure (Sandra Dawson, 2010).

How to start to change a culture?

Know what success will look like (short and long term)
What needs doing now to start the collaboration
What needs to stop
What needs to change
Be prepared for new ways to organise discussions

Boundary Objects help by structuring communication (protocols, appointments, agendas, reviews) so that activities can be aligned and co-ordinated in a different way.

This requires all parties to listen and acknowledge contributions and perspectives made by others, so that meaningful conversations are possible.

Those people who can broker these conversations will be ‘bi-lingual’ and their skills must not be devalued by derogatory labels (traitors, second class, members of the dark side). These key people may not be at the top of your established hierarchy, so it may feel dangerous to give them legitimacy, but this is crucial.

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Handstand Arts

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Handstand at Umbrella Organisation

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Handstand at Umbrella Organisation

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NFP Company

Profit distributing Company

Community Interest Company

Charitable company

Charitable Incorporated Organisation

Co-Operative

Registered Society

Development (Regeneration)Trust

Foundation

B-Corp

Joint Venture

Social Enterprise

Trust

Contract / Licence

Royal Charter

Limited Liability Partnership

Partnership

Group

Association

Collaboration

Social Firm

Coalition

Affiliation

Federation

Umbrella Organisation

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NFP Company

Profit distributing Company

Community Interest Company

Charitable company

Charitable Incorporated Organisation

Co-Operative

Registered Society

Development (Regeneration)Trust

Foundation

B-Corp

Joint Venture

Social Enterprise

Trust

Contract / Licence

Royal Charter

Limited Liability Partnership

Partnership

Group

Association

Collaboration

Social Firm

Coalition

Affiliation

Federation

Umbrella Organisation

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2: Consortium Structures

Simplicity
Cost
Speed
Privacy
Separate legal identity
Liability / where does the buck stop?
Regulator
Who retains the final say

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Circus Support Network:�Informal Structures

“Partnership”
Joint Venture
Collaboration
Group
Social Enterprise / B Corps
Coalitions / Affiliations / Federations
Brands
Ad hoc contracts

Collaborative working can take many forms. There a many different structures – the commercial world often uses group structures or subsidiaries. These are also used in the charitable sector – especially when a charity works with its trading subsidiary. Independent organisations may become involved in a range of networks and joint activities, all of which have legal implications. Some also have tax and VAT implications. Life gets more complicated when one of the collaborators is the local authority (beyond the scope of the talk).

Joint Venture: This is a term that is used without precision. Strictly speaking, it describes all types of collaboration, but in common parlance, it tends to relate to an arrangement whereby the collaborators decide to create a new body (the JVC). The new organisation is formally independent of the creators, who will own and control it. The collaborators often enter into a shareholders or joint venture agreement to set out the terms of the collaboration. Any assets required by the collaboration could be sold/transferred to the new body, and any IP it creates will be owned by it.

Contract: A new body might be too formal or too expensive for a short term collaboration. Instead the collaborators could create a legally binding contract that sets out the terms of the collaboration. Assets will remain with their owner and any IP created will be owned by its creator (unless the contract says otherwise).

Partnership – a phrase used in may ways, but it has a strict legal meaning in the commercial world. In everyday language, it just describes an informal group of collaborators who meet with a common purpose. They could equally be called an action group, a steering committee, a consultative group, forum, network, consortium, etc. In some arrangements one party is given the title of lead body or accountable body, especially if that collaborator receives grant funding for the partnership. These type of arrangements may amount to some form of club or association. The members of the association could be held responsible just for their own actions or the actions and liabilities of the whole group. Therefore careful discussions need to take place to make the relationship between membership and liability clear.

In legal circles, a partnership describes two or more people (or bodies) coming together in business with a view of making a profit. A set of default rules set out in the Partnership Act 1890 apply unless the parties agree otherwise in writing. It is possible to create a JVC, but where the members create an incorporated partnership rather than an incorporated company (LLP).

Therefore never assume a type of structure from a collaboration’s title.

An affiliation structure is one where independent organisations agree to be bound by rules set by another organisation. Each organisation remains separate, but choose to accept the conditions of affiliation. If the affiliations are very strong, the independent organisations could be seen as a group for company and accounting purposes. A less stringent system is sometimes referred to as a federation: ie independent organisations coming together to co-ordinate an aspect of their work (eg, training provision). The federation is a membership association, with the organisations as its members.

The collaborators may at some point decide that their interests are so closely assigned that it would be in their joint best interest to merge. There are many different formats for a merger, but the collaborators should remember that this is only one type of exit. What happens if the collaboration ends in different circumstances?

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Circus Support Network:�Informal Structures

“Partnership”
Joint Venture
Collaboration
Group
Social Enterprise / B Corps
Coalitions / Affiliations / Federations
Brands
Ad hoc contracts