Calling a Trustee meeting is standard text: any Trustee can call a meeting.

You would normally have at least three meetings agreed and in diaries a year ahead anyway: this only refers to calling extra ones.

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This can be a topic requiring substantial discussion, so I have put it in the "Difficult" section.

This can also be a topic requiring substantial discussion, so I have put it in the "Difficult" section.

It is absolutely standard that the Chair has a casting vote. NB this is the Chair of the meeting, not necessarily the Chair of the Board. (eg if the Chair of the Board can't be there, or has a conflict)

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This is standard text provided by the Charity Commission and tailored by Mishcon, FICM's solicitors. There is one outstanding question at the moment, which is whether or not the conflicted Trustee can provide a factual update on the issue in question before leaving the meeting. We are waiting for Mishcon's advice on this.

(When applying the conflicts rules in real life, there are two main things to consider: is there a conflict? and if there is, what steps must you take? This is not really a question for the governing documents, as the Commission guidance is so clear. It will be part of the training and induction provided for the new Board of Trustees and Council. )

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Email decisions are not ideal: really, the Trustees should be talking. But of course, they will be needed occasionally for a very quick decision.

The default setting in law is that unless there is a specific power otherwise, Trustees can only make an email decision if every Trustee replies and every Trustee agrees. However, this would be very frustrating if one Trustee was on holiday and didn't read their emails!

I recommend that a sensible compromise is to require a majority of the Board of Trustees to agree (not just a majority of those who reply). Again, the Chair of the Board would have a casting vote, if necessary.

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I recommend that the President, the Chair of Council and the Chair of the Board of Trustees should be one and the same person, at least for the next few years.

It feels obvious (I think) that the Chair of Council and the President are the same person.

So the real decision here is whether or not there should be a Lay Chair of Trustees. The reason I don't think this is right for now - although it might be, later - is simply that it is still fairly unusual and insufficiently tested, and the new College will need all the stability it can get. In addition, a possible point of optics for Members and Fellows is that the Chair of any Trustee meeting will have a casting vote, and so having a Lay Chair would create the possibility of a big and controversial decision being swung by someone who is neither a doctor, nor a Member or a Fellow of the College.

To be totally clear, there is no governance rule on this - it is just about what is right for CICM. And the fact that most Colleges don't do it yet doesn't mean that you shouldn't do it.

The Exec support that the Chair of Trustees should also be the President, except for one person. This person is worried about what would happen if you had a poor/unfilled vacancy CEO. They feel that this would give "unfettered power" to the President, and that a Lay Chair would be able to bring extra strength to balance this. My advice here is as follows:

1. It is the collective responsibility of the whole Board of Trustees to deal with a poorly performing CEO, and to do whatever they can to fill any vacancy (eg expedited recruitment process, or temporary promotion for someone already on the staff team, or an interim CEO) - although of course in the first instance, this would be delegated to one person or a small group of Trustees.
2. The Trustees have a legal duty to further the charitable objects, and this includes removing obstacles. The Trustees would not be discharging their responsibilities if they just sat back and watched while CICM's performance dropped because of a poor/absent CEO.
3. The President should have no more power than any other Trustee: Trustees are all equal in the law. The only extra power the President has is that if they are the Chair of a Trustee meeting, they have a casting vote. So if they somehow have "unfettered power" something else has gone wrong somewhere - the only reason I can think of is that the entire Trustee body has got fed up and switched off, but this would be an obvious breach of their legal duties. The solution here would be for the Trustees to wake up and do what they are meant to do - not necessarily to rely on a Lay Chair.
4. The Trustees - if this is agreed - would have the power to remove any President acting as though he/she has "unfettered power"

(If you are interested in researching more, or asking your networks, RCOG and RCP (London) both have Lay Chairs. RCP (Edinburgh) and Royal College of Surgeons (Edinburgh) have recently had governance reviews and chose not to have a Lay Chair - but I should declare that I was part of that decision with RCP (Edinburgh). )

We can come to a decision on the 21st - but please do give any feedback before then, if you can. I am particularly interested to hear what you think the Members and Fellows might think about it.

The quorum is simply the minimum number of non-conflicted Trustees present at a Trustee meeting required in order for it to be valid.

The quorum shouldn't be confused with the majority needed to pass a Trustee resolution - unless otherwise stated, this is simply "more than half". The quorum should also be seen only as "use in case of emergency" - Trustees should be coming to meetings. It should be rare that a Trustee meeting is only just quorate: if this happens more than very occasionally, something is wrong with diary planning or with Trustee commitment.

So, we need a number that is low enough that if there is an unusual situation (eg Norovirus, a problem with the whole train network), the Trustees can make decisions that enable the College to carry on with business without grinding to a halt. And it needs to be high enough that people don't worry that important decisions are made by a small, unrepresentative group. Finally and obviously, the quorum cannot be more than the minimum number of Trustees on the Board.

A quorum does not have to be half of the Trustees, but it's a reasonable place to start!

Just to get our conversation going, I suggest that the quorum could be:

• X Trustees (Depending on the size of the Board - we could say "half" or we could choose a constant)
• of which one must be the President or Vice-President
• and of which one must be a Lay Trustee

We can come to a decision on the 21st - but please do give any feedback before then, if you can

Please tell me if I forgot something...