I know this sounds as though it is so important that it should be in the "difficult" bit, but actually, the wording here is very standard. Essentially, Trustees have the power to do whatever the College has the power to do! It is the Scheme of Delegation or Terms of Reference which will take longer to work out.

(For example, developing the College's public policy on something clinical: the SoD or ToRs would say something like "Council will develop the policy and the Trustees will have final approval". This means that Council will lead on the thinking, and the Trustees have a final check to make sure it lines up with the charitable purposes and to manage any risk. It doesn't mean that the Trustees will or should re-write it all. )

Example text for the Trustee powers would be something like:

"Subject to these Articles, the Board of Trustees may exercise all the powers of the College" - this means that they can put into effect anything the College is allowed to do, but they have to do it properly, ie according to the agreed rules

or

"the Board of Trustees shall exercise all the powers of the College as described in the governing documents, save to the extent that the governing documents otherwise provide" - this means the same thing, but the English is more old-fashioned.

This is obviously a very important topic, and so it is in the "Substantial Discussion" section below.

I recommend a minimum of whatever you decide the quorum to be (in the difficult bit) plus one. This can't be decided until we have some certainty about the size of the Board. There's no rule about the minimum size - but obviously you couldn't have a minimum that was less than the quorum.

The minimum is only intended to enable the College to continue doing business if there's a terrible accident or unfortunate combination of events. It doesn't mean that the Board should usually be that small.

I recommend not having a maximum. This is because it will essentially be obvious anyway from the description of who is on the Board

Incidentally, people tend to think that 12 is the perfect number for a charity Board of Trustees, and that this number is recommended by the Charity Commission. This simply isn't true: there is no rule or recommendation. The decision should be based purely on what will work best for you.

Are you happy with this? (you can tell me via the feedback form at the end)

There are three kinds of "eligible".

One

The first "eligible" is easy and will apply to everyone, which is simply that they would not be disqualified by the Charity Commission or meet any of the conditions in the Articles which would end a Trustee's term automatically (eg being bankrupt, being a member of a terrorist organisation)

Two

The next one is only for Members of the College (however they are to be defined - we don't know yet) and it's about seniority or career stage. (ie does someone have to be a consultant to be a Trustee?)

Usually, the clinician Trustees will come via their elected places on Council. But you may have, in an unusual situation, a co-opted Trustee who is also a Member of the College.

• It is long-established that the President and the Vice-President must be consultants, and I see no reason to try to change this.
• I think that Chairs of Committees have to be consultants - but I will check.
• For the possibility of the co-opted Trustee being a Member of the College, I recommend no restrictions as to the level of their Membership. If they are to be chosen because there is a special need to fulfil, then the eligibility should be just about that need.
• Other possibilities - eg representative cohorts, elected Member of Council Trustees - if you support these, we will need to discuss any seniority required

Three

Time already spent in office - this will be the third driver of who is eligible for the President, VP or Chair roles.

P and VP - Usually, even if someone is nearly at the end of the maximum number of years they can serve before they must take a break, they get "let off" if they are succesfully elected to P or VP. I see no reason to try to change this, because otherwise you would miss out on people with experience, and knowledge of how Council and the Board work.

Chairs - this is trickier - we need to find the right balance between retaining expertise and bring on fresh talent, to find an answer to the question "When have you served so long that you are not eligible to stand for a Chair role?" I think we need to put this in the "Difficult" area of the Terms of Office page.

Other elected Council Member Trustees or representative cohorts - if you support this, we will need to discuss their eligibility later

Lay Trustees - we will pick this up in the "Easy" section of the Terms of Office page.

Co-opts - ditto.

Are you happy with all this, except of course the bits we will discuss later? (you can tell me via the feedback form at the end)

I think it is already accepted that no-one is elected by the Membership directly to the Board of Trustees. For clinician Trustees, the route to the Board goes via Council.

• The P, VP and Chairs come from Council - and their election to Council and from Council to the Board of Trustees is a separate topic, for our January meeting. Please note that I will strongly recommend that appointing Chairs is not simply in the gift of the President.
• ....if you support having three elected Council Member Trustees or Trustees who represent cohorts, we will need to design election processes. The former is easy and I already have a design; the latter is a bit harder because of having to establish both the electorate and the process.
• Any co-opted Trustees would also be appointed by a resolution of the whole Board.
  

Are you happy with this? (you can tell me via the feedback form at the end)

This is half easy and half difficult.

The easy bit

In very simple terms, an ex officio role is one where the role comes from another role - for example, the Chair of any Main Committee will also be a Trustee.

So, the President, VP, and the Chairs of the main Committees will all be ex officio Trustees.

The Lay Trustees and any co-opted Trustees will not be.

The difficult bit

The difficult bit is... what happens if someone stops holding either role - what happens to the other one? I've put this in the "Difficult" section, just below.

Are you happy with this? (you can tell me via the feedback form at the end))

This is always one of the hardest parts of designing a governance structure.

There is a proposal described as for the "Founding Board" in the Heads of Terms now agreed by the FICM Board and the RCoA. I had previously understood this to mean for the first three to six years. but I have had very useful feedback that the only agreement was the first few months, ie the period between the company being set up and July next year.

This means that there is more freedom to develop the Board composition than I had originally thought. I would like to suggest at least three additions to the (very small) interim Board in the Heads of Terms.

Interim Board

• FICM's Dean and FICM's Vice-Dean (to be referred to as the President and Vice-President)
• The Chairs of the three FICM Standing/Main Committees ie the Chairs of the Careers, Recruitment and Workforce Committee (CRW), the Training, Assessment and Quality Committee (TAQ) and the Professional Affairs and Safety Committee (PAS)
• Three Lay Trustees: Finance, Governance and Legal, and Comms

Recommendations for additions

1. To be more flexible with the Committee Chairs
   (Background......It is not a governance rule that the Chairs of the Committees which drive the majority of the work linked to the charitable purposes are on the Board of Trustees, but it is very well tried and tested structure. Not all Colleges or Learned Societies do it, but those that don't have to manage Board meetings where the people who know most about the decisions that have to be made are not in the room, or are not voting. This is not impossible: it's just harder than it needs to be. It is linked to the charity law definition of who is a trustee - this is based on function, rather than title - it is complicated to apply the definition in real life - we will need to talk about it)
   I do think, and recommend, that the people leading the work of delivering the charitable purposes are Trustees. However, I don't think this should be limited to just three Committees, set in stone in the Articles. I recommend that you say something like"The Chairs of the Main Committees, as set out from time to time in the Regulations" - and then you can update a list of Main Committees in the Regulations as when you need to. This will enable the Board of Trustees to flex and grow as the College matures. For example, you may wish to split a very large Committee into two Committees, or you may wish to decide that another Committee not currently one of these three is so important that its Chair should be on the Board of Trustees.
2. To include three more elected Members of Council - their role would be to bring freshness and diversity of thought to the Board. Someone said "like backbenchers" and I think that's a great analogy. They would not be the Chairs of the Main Committees (although they could, of course, be Chairs or leaders of other groups). My recommendation is that they should be elected by the pool of elected Members of Council.
3. To have the power to co-opt up to three Trustees, probably (but not necessarily) from outside the College. This power would be used to meet a specific need for a specific time - eg for a major new project. You do not have to use this power.

Other possibilities - representative from College cohorts

It is a perennial challenge for membership charities to balance representation of membership on the Board with the need to stay a manageable size. And it is very important to remember that the Trustee role is not to fight for "your" cohort, but to do what is best for the College as a whole. The right place for advocating for "your" cohort is Council. In my experience, the cohorts which come up as possibilities for representation on the Board of Trustees include:

• Trainees/residents
• Recently appointed consultants
• SAS doctors
• The regions
• People working outside the UK
• People with protected characteristics

... as you can see, this is a long list, and the Board would be unmanageable if all were represented. Please think about what might be right for CICM, remembering that :

• the Trustee role is not to advocate for "their people"
• Council will be leading on medicine and membership, advising the Board based on a wide range of perspectives
• if you choose a group from this list, we will need to be able to explain why the other groups are not chosen

What could this look like?

Depending on our discussions, this could be the CICM Board:

• The President
• The Vice-President
• The Chairs of the main Committees, which can vary over time, not necessarily just CRW, TAQ and PAS
• Three more elected Members of Council
• Three Lay Trustees
• Up to three co-opted Trustees
• Representation of a cohort/cohorts

There is a lot to think about here, but please be reassured that there is no such thing as a perfect Board. We just have to make the best decisions we can for now. It is an inevitable part of a substantial governance like moving from FICM to CICM that you will want to make some changes in a few years: whatever you decide now does not have to stick for ever.

Please let me know your thoughts in the feedback form below.

This is always tricky.

What if someone stops being an elected member of Council, or stops holding a special role that Council elected them to?

I recommend that:

• if someone is no longer an elected member of Council, their Trustee role also ends and
• if someone steps down from being President, VP, or a Chair, their Trustee role also ends - but they keep the place on Council to which they were elected

What if someone stops being a Trustee?

Most of these cases will be covered by the situation above, ie the person feels that it is not the right time for them to have such substantial responsibilities and they no longer wish to be P, VP or a Chair.

However, very unusually, an individual may be removed by the other Trustees or their term may end automatically because they meet a condition in the Articles which specifies this (eg bankruptcy, being too ill to continue).

The difficult decision will be "in what circumstances will the individual also lose their place on Council, and in what circumstances can they keep it?" We will cover this in the Terms of Office page.

Are you happy with the suggestion for the first situation, ie the one in which someone is not on Council any more, or doesn't want the special role any more? You can tell me in the feedback form.

If so, please tell me in the feedback form. Thank you!