

Steering Group work: Trustee and Council decisions
Introduction
Update - we have now had Steering Group Meeting 1. Thank you very much for giving feedback in advance, for your very good questions, and for constructive discussion.
A list of the decisions you made about recommendations to the current Trustees is below.
You can still see all the background information for this meeting, further down the page.
Recommendations to the current Trustees: Decisions you made at Meeting 1
Who will the Trustees be?
You agreed to recommend that:
- The Officers (including anyone in an Elect role) and eight elected members of Council should be Trustees. You had already agreed that the Chair of Events and Training will not be an ex-officio Trustee role once the current post-holder has finished their term.
- You agreed that the Trustees should have the power to appoint up to three co-opted Trustees, to meet a specific need for a specific time. We didn't discuss this, but normally, co-opted Trustees would not have to be a Member of the Society, although they could be - I will put this into the recommendations. We also did not discuss what might happen if a co-opted Trustee was so keen that they wanted to stand for a "normal" Trustee role (if they were a Member) - I think that as this will be a very unusual situation, and co-opt roles are not subject to the standard four year term, we should let the Trustees decide how much of a break they need on a case by case basis.
- You discussed the role of the Chairs of the Committees, considering whether they might meet the definition of charity trustees in the Charities Act 2011. You agreed that on balance, they did not, but that the Society should be aware of this possibility in the future, and make it clear that their roles are not trustee roles. Examples of this could be holding Trustee meetings to which they are not invited, being clear at decision points in Council meetings that the Chairs do not have a vote, and not automatically including the Chairs on all email correspondence to Trustees. For clarity, a Chair may hold two roles at once for a short period (eg as Prof Boelaert is now). If this is the case, then any rights or duties that accompany Trusteeship will prevail over any lack of rights/duties that accompany their Council role.
Who is on Council?
You confirmed that Council would continue to be the Trustees, plus Chairs of Committees, plus an Observer.
How long should a term be?
You agreed to recommend that:
- All Trustee terms should be four years, running from AGM to AGM, with a break of two years required if the individual wishes to stand again - unless they are hoping to move from a non-Officer role to an Officer role.
- The first year of each Officer term will still be an "Elect" year, during which the individual will be a Trustee (ie not just shadowing, not restricted from voting)
- The following exceptions would apply:
- the Trustees may extend a term of a Trustee or a Committee Chair by a year in exceptional circumstances, by majority resolution, and they must note the reason for this extension
- the Trustees may extend the Treasurer role by a second extra year, with the same restrictions as described above
What about "odd situations", particularly those in which someone resigns early and not lined up with an AGM?
We discussed this at length! You agreed to recommend that:
- If someone resigns before they have served two years, they do not have to wait the full two years before they can start another term (unless they are a non-Officer applying for an Officer role, in which case the normal rule applies about not having to wait). They cannot start at the next AGM, though - the earliest a new term could start would be the second AGM after their resignation. At this point, they can serve a whole four-year term.
- If someone resigns after two years or more, they do have to wait the full two years even if this means that (eg if they resign in December and the next AGM is in March) that this might be more than two years - unless, as above, they are a non-Officer applying for an Officer role, in which case they don't have to wait.
Reminder: you already have the power to appoint someone to fill a vacancy until the next AGM. At this point, they could start a four year term "for real" if they stood and were elected. Their time spent filling in would not count towards their four year term.
QUESTION FROM STEERING GROUP
Sherwin asked, about the first bullet point:
Does this mean they can apply at the start of the next AGM but not start until the start of second AGM? Should this be: They cannot apply until the second AGM after their resignation.
My answer: No - the date of application will be variable, as there is an application process which stretches over a long period. So for precision, the rule focuses on the start date of a new term, not the date of applying. In the Society, terms nearly always start on the date of the AGM.
How could a Trustee term be ended early?
You agreed to recommend that:
- As Members already have a statutory right to remove a Director (ie a Trustee) that this should be made clear in the Articles (summary: majority vote at an EGM or AGM, the Trustee must have the opportunity to make their case and be heard.) Please note that if Members vote for this, Council/Trustees has no further role - the Members have the power and it doesn't need to be ratified by Council/Trustees.
- Trustees can, by majority resolution at a Trustee meeting, remove a Trustee if they feel that it is in the best interests of the Society. Again, the Trustee must have the opportunity to make their case and be heard.
- Reminder: you already have the power to remove a member of Council if they miss four consecutive meetings.
Trustees and Council: decisions to be made.
Agreeing the detail of who is on each level of a charity's governance hierarchy, how they get there, and how long they stay there is usually the biggest chunk of governance work. Please read the proposals set out below, and then, if you have time, please give your feedback ahead of our meeting on October 6th. This will make the meeting go more smoothly, as we will be able to collate and analyse your thoughts to present back to you. There is a feedback link at the bottom of this page.Click on each purple bar to read the context and proposals for each topic.c
Who are the SfE Trustees?
Term lengths and gaps between terms
Edge cases
Removing a Trustee
Your feedback and questions
Please click or tap the button below to go to the feedback document. This will open as a Googledoc. Within this document, you will be able to type in your own feedback and see other people's feedback as well.
There is a named section for every member of the Steering Group. Please add your questions and feedback in your section and only your section!
Thank you.
We are looking forward to seeing you all at the Steering Group meeting on October 6th.
Website created by Wellspring Consulting for the CICM.