1. What is Governance?

What is governance?

Governance is “The process by which a group of people make decisions that direct their collective efforts”  The other notable feature of governance is that usually this role is delegated to a representative group “the committee”.  There must therefore be some communication between the wider group and the committee.  The wider group may be strictly defined as members or they may be a more vaguely defined group often termed ‘the stakeholders’.
Governance simply describes the way you govern (or rule, or to put it more diplomatically – control and direct).  In this case we’re talking about an organisation that is voluntary or with a social purpose, and generally not for profit.  But there are parallels to the governance of any enterprise – even for profit ones and of course there are distant parallels with the governance of states.  It can be helpful to break governance down into 4 areas;
1. the committee members themselves
2. how the committee is structured
3. how the various structures link together
4. the tasks and roles that are fulfilled. 
The answers in FAQ 3 below approximately follow this sequence (about committee members, about the structure and running of committees and finally what the role actually entails).

Why do we have committees?

Organising civic life by committee has a history that stretches back into the mists of time to the ‘moot’ and before.  It still thrives to this day.  Similarly, notions of ‘charity’ go back a very long way (think of the story of the good Samaritan), though in English law ‘charity’ was only codified in1601 in the reign of Elizabeth I. So the history of charity goes back a long way and the history of collective decision-making goes back even further. 

 

2. Who are the committee members?

 

Who governs?

Regardless of what they call themselves or their committee/body, the governors are the group of people who comprise the ultimate decision making body.  They must have a right to sit on this body/committee and must be eligible to vote on its decisions. 

Why does the committee's role seem unclear?

This area of life is beset with language problems which generate endless confusion.  The two main areas of confusion are in the naming of the committee members especially in relation to staff and because the different sectors (public, private and voluntary) name and define things differently.  (See more here at What are the members of the committee called?).
The second area of confusion is the language used to describe the role.    For instance the committee’s main role is to decide what the organisations is trying to achieve.  This can be expressed in many ways, such as
Set the direction
Choose the priorities
Safeguard the vision
Determine the mission
Map out the aims
Set the objectives
These are all essentially saying the same thing but in language that may be more familiar or more comfortable for a particular group of individuals. (See more here at  ‘I’ve been given a list of duties that includes things like ‘Determine the mission’ and ‘guard the values’.’  Using appropriate vocabulary and understanding what others truly mean is the key to overcoming governance difficulties and misunderstandings within and between committees.

Who are the committee? It isn’t clear to me in my organisation as a broad range of people seem to take part in decision making.

First identify the ‘top’ committee:
Determine if this is the ‘top’ committee, i.e. the highest decision making body. Ask yourself is there anywhere higher to refer decisions to? The buck stops with the committee.
Secondly, identify the legitimate members of this committee;
The simple test if someone is on the ‘top’ committee (whatever you call it – management committee, executive committee, board of trustees etc) is “Do they take part in the decision making on this committee?” In other words, do they take a full part in the discussions and subsequent decision making – could they vote on a decision if it were put to a vote?

But if I apply this test to my group it includes people who are emphatic that they are not members of the management committee.

Membership of the top committee is determined by function not title, in other words it’s what you do not what you’re called that counts. Just as you can’t have children then refuse to acknowledge parental responsibility because you don’t want to be called a ‘parent’, so you can’t sit on the top decision making body and refuse to acknowledge your role just because you don’t want to be called management committee member or trustee (or whatever title is used in your organisation). This is a very important point that is often misunderstood.

We have committee members with different names. Some are called management committee members and three of them maintain that they are the trustees. Can this right? 

You must read your constitution carefully to unravel this one. It is possible that, for instance, a trust may have a small group of trustees (possibly appointed for life) who are the legal trustees. They may rarely meet alone but rather may meet with a broader group called collectively the ‘management committee’. This arrangement may be specified in the constitution but more often the situation evolves over time. This arrangement is a double edged sword; you will gain the contribution of a wider group on the committee but may well blur who is ultimately in control. You may well end up with a group who are the trustees on paper and others who are de facto trustees by virtue of the role they are playing. This situation often comes to a head when a very important decision needs to be made and an argument begins about who has the ultimate right to make that decision.

 

3. What is the role of the committee?

But what is it we are actually supposed to be doing?

‘Take a deep breath’. There are probably as many answers to this question as there are committee members. To add to the confusion there are a whole range of idealized lists of ‘duties’ that are promoted, many appropriate only for committees of organisations of a certain size or circumstances. And most committees are made up of individuals who contribute different things (think of it as a team made up of individuals with different attributes rather than a clone army).

What are the important committee roles?

Individuals on a committee may fulfil many roles and come with many different perspectives. In addition the role of the committee varies depending on the stage the organisation is in its lifecycle. This combination of major variables leads to a great deal of confusion and disagreement about the role of the committee. A committee often fulfils a number of functions;
1 A pure ‘governance’ role i.e. directing and controlling the organisation through collective decision making.
2 A pool of expertise and advice i.e. making advice and expertise available to staff and volunteers
3 A management role i.e. to manage one or more staff, volunteers or projects (for instance managing the Coordinator, or managing the production of the newsletter).
4 A work role i.e. actually doing work (staffing a helpline, answering correspondence, changing hearing aid batteries etc).

So which role is the important one?

Those who are directly affected by your activities will value the tangible things that you do (see 2, 3 and 4 in the previous question). However much those roles are valued by others, your key role is governance.

What is the main thing we need to do as a committee?

The key governance role concerns the controlling and directing of your organisation. To do this there must be
1. the opportunity to make collective decisions (meetings).
2. a mechanism for the members (or stakeholders) to elect the committee (at the AGM)
3. mechanisms for the members to influence decision making
4. and in turn the committee needs to communicate decisions back to them.
5. a way to hold the committee to account
6. and for the committee to hold staff (or the ‘doers’ to account.)
There are many ways to do these things and great variety in how they are done. Consider carefully what is best for your own circumstances.

 

4. The committee's role in governance

 

What does governance involve?

Your governance role involves 3 principle things.

1. Setting the direction of the organisation

2. Determining the strategy you will use to get there

3. Being held to account for your decisions and holding to account those who carry out your wishes.

A 4th is often added and that concerns that committee‘s role in looking at itself and paying attention to how it operates as a collective body.

Finally some feel there is a 5th role as a ‘boundary spanner’. In other words acting as a link between the organisation and the outside world.

What do you mean by 1. ‘setting the direction of the organisation’?

Governance comes from the latin ‘governare’ to steer and the root for helmsman. So the key analogy is the helmsman – the person at the rudder. Steering involved knowing the ultimate destination and plotting the course to get there. An organisation without an ultimate destination is ‘rudderless’ – an apt description in our case. Its difficult to be precise as every organisations varies; some organisations may be able to set their direction very precisely, for example ‘work towards ending child poverty in the UK’. Others may be deliberating vaguer as an ultimate destination may be out of sight ‘over the horizon’ – to continue the nautical analogy. Indeed for some organisations in the Institutional phase of their life may have their ultimate direction already mapped out for them, such as Churches and other established religions.

So how do we set the direction?

Ultimately, this is for the committee to decide, in conjunction with their members. For some this may be obvious – for example a committee that has been formed expressly to campaign to save an open space – its direction, or goal, is clear. For many committees in this position it is 2, determining the strategy used to there that is the most important role. For many existing committees the direction was laid down by the founders, though even in this case it may be appropriate to revisit the original goals from time to time. For most committees setting the direction is a decision like any other, albeit the most important decision, and is made using the usual three step process, clarify, debate, decide.

We are a registered charity so surely this is all laid down in our objects in the constitution?

The problem with your objects is that they tend to be written very vaguely in order not to limit the potential scope of your activities too much, as the founders had no way of knowing what will happen in the future that may impact on the organisation. So the objects themselves may not really be a clear enough declaration of what the organisation is currently trying to achieve.

What do you mean by 2. ‘determine the strategy used to get there’?

In our example above, the committee formed to save an open space, their direction/goal is obvious – to save the space. But they must also decide how they are going to do it. This for them is the bigger question – do they lobby decision makers, or rely of direct action? Should they put their efforts into a petition or letter writing campaign to local newspapers? There is more than one way to skin a cat – which strategy you take is the committee’s decision.

We’ve decided on the organisations direction but we need some way of making our intention clear to the outside world. What should we do?

Funders and others have become very fond of ‘mission statements’ and the ‘business plan’ or ‘strategic plan’ as ways of expressing 1 and 2. But it is important to realize that there are many ways of expressing these ideas, depending on the size of the organisation and the complexity of the ideas. For some a mission statement may be enough. A mission statement is merely is a concise definition of what your committee is there for, usually covering what you are going to do, who you will do it for, why and sometimes how – all in a sentence or two. An important consideration when thinking about how to express these ideas is to make them readily accessible to your audience. The Local Authority may request a business plan but your ideas may be far more accessible expressed as a poster, or a pamphlet.

We agree with 3, being accountable – but we can’t seem to agree what this means in practice. I feel it means being accountable to the local Council, another committee member feels we just need to give an account of our activities to members.

Accountability does have a number of aspects. Ultimately the most important one is that you as the committee are ultimately accountable for the organisation. Who you are accountable to depends on you legal status and constitution. A charitable association would be accountable to the regulator (the Charity Commission) and to the members. In addition you would be accountable to funders for the funds they have given you to spend and you may feel morally accountable to wider group of stakeholders such as local people and partner organisations.

Is giving an account the same as being accountable?

Giving an account of the committee’s activities, for example at the AGM, is one way of demonstrating your accountability to members. The members hold you to account for the committees’ actions and if they disapprove they can refuse to approve your report (account).

What about the staff? How do the members hold them to account?

It’s the committee who hold the staff to account – not the members directly. It is part of the committee’s role to direct the activities of the organisation, delegating tasks to the staff and holding them to account for carrying out these directions. This is usually done through regular reports to the committee and/or a system of supervision running in a hierarchy from the lowest staff or volunteer up to the chair.

What does 4 mean? Surely it’s obvious what we need to do. We should just get on and do it shouldn’t we?

It is an irony that thought the committee reflects deeply on issues concerning the organisation, the committee itself often escapes consideration. Yet the committee may be composed of a number of disparate individuals with different backgrounds, aspirations and outlooks on life. As this group’s role is to make decisions jointly, it is necessary for them to have some common understanding. Think of a sports team analogy; the committee meeting is like a match. There are few sports where we would expect the team to play well without some degree of reflection on the team and probably some element of training/coaching. As committees have become less homogenous (i.e. less likely to be made up of people with similar backgrounds who think and act in a similar way) and have instead become more diverse, reflecting the diversity in the population, so it is increasingly necessary to take this aspect of governance seriously.

I read that the role of the committee is to act as a ‘boundary spanner’, what does this mean?

This is the 5th role that is sometimes added to the list of core duties of the committee and refers to the committee's role in bridging the gap between the internal world of the organisation and the wider world beyond. Sometimes referred to as being an ambassador, or liaison role, or interpreted as a ‘resource locator’ – someone who uses their network of contacts to help the organisation get what it needs (‘resources’).

Doesn’t Governance mean being an expert in employment, legal issues, finance and so on?

No. It’s a common misconception – because management committees often find themselves dealing with the mechanics of the organisation – that they must be experts in these areas. Just as a bus driver does not need to be a mechanical engineer, electrical engineer, upholsterer etc. The driver is concerned with the journey and the destination; where you are going and how you will get there. That we spend so much time dealing with the mechanics is merely a reflection on the state of most peoples’ ‘vehicle’. Bear in mind the ‘AA man’ principle; you don’t need to be an expert – just know when to call one in and where to find one.

I’ve been given a list of duties that includes things like ‘Determine the mission’ and ‘guard the values’. What does it mean?

This is another area where language can cause confusion. In business circles (and now in larger charities and the public sector) the language of corporate strategic planning has been unquestioningly adopted. The assumption here is that these activities (“determine the mission” or “draw up a business plan” are ways of setting the direction of the organisation. In other words they are the tools that express what the organisation is intending to achieve. The problem arises when funders and others mistake the product for the intention i.e. they require you to have a business plan rather than require you to show that you have set the organisations direction (which you might or might not express in a business plan).

What about ‘Guard the Values’?

See 2 This can be another way of saying how will you achieve what you want to achieve within the norms and ethos of your own organisation.

The list I’ve been given has things like ‘act selflessly’ and ‘act with integrity’. Its not much of a guide to what to actually do. Can you help?

Arising from the ‘cash for questions’ scandal during the mid 1990s conservative government, there came a call for specific detailing of the qualities or principles that those in decision making positions should uphold. The Committee on Standards in Public Life was set up (the 'Nolan Committee' after Lord Nolan who initially chaired it) and duly came up with its ‘7 Principles of Public Life’.
1. Selflessness
2. Integrity
3. Objectivity
4. Accountability
5. Openness
6. Honesty
7. Leadership
Its important to bear in mind that these are supposed to be guiding ethical principles for those in public life. They have been adopted by many sectors including many in the voluntary sector, particularly larger charities. However, on their own they don’t really help define what your role is. In fact, it would be impossible for them to because these principles are supposed to apply to a wide variety of people in public life, from MPs to judges, all of whom are doing different jobs. The most common use for them is in a ‘code of conduct’ that committee members may be required to sign up to. These codes tend to be rather hard to enforce as the interpretation of the values is subjective. The idea behind them is that were you to blatantly breach the code your position on the committee would become untenable. There isn’t much evidence for their effectiveness unless you are in the public eye (such as MPs).

 

5. Qualifications

 

What qualifications are needed to be on the committee?

If it’s the committee of a registered company then there are some minimum requirements set down by the regulator, Companies House.  If it’s the committee of a registered Charity then there are some minimum requirements set down by the charity regularly, the Charity Commission.  If it’s the committee of an unregistered body (generally known as an unincorporated association) then essentially there are no criteria unless the committee agrees to set its own.

 

6. Qualities

 

Then what qualities are desirable?

Considering desirable qualities is a much more open ended question but interestingly is often never considered.  This is perhaps because committees rarely recruit for a trustee with particular qualities except in certain circumstances (see below).  And in situations where a membership votes on the committee then it is for the members to decide who is a desirable candidate (which may be for a whole variety of reasons none of which are concerned with how well that person can operate on a committee).  The third reason is that the true qualities required (collective decision making, wise judgment, clear foresight) are extremely difficult to measure and consequently difficult to overtly recruit for.
The commonest situation where committees do recruit looking for a particular skill is in the case of Treasurer (looking for finance/accounting skills).

 

 

7. Skills Audits

 

What is a skills audit?

A skills audit is simply an audit (measure) of what skills you committee members have, often done using a twenty questions tick box format.

Should we do a skills audit?

Before doing a skills audit you should consider the implications carefully. There is a modern trend to see committee members as in some way just unpaid staff and therefore to apply staff personnel practices to committee members, often with very mixed results.  This mainly focuses on recruitment where the staff analogy of the job that you recruit to is used.   In this analogy it therefore stands to reason that if you define what you want the new committee member to do you should then recruit someone to specifically do that.  The next leap of logic is that if you don’t know what you want them to do you look for ‘gaps’ in skills amongst the existing committee members, identify the ‘gaps’ and recruit to fill these gaps.  This approach to recruitment is logical for staff but has severe limitations in the context of a governing body where complex roles may involve the ability to reach decisions collectively, think strategically and take a mature perspective.  In membership organisations the committee and staff may have little say in who is elected and members may value quite different qualities such as local knowledge, integrity, a belief that members will be put first and so on.  Poorly carried out skills audits can cause resentment and disillusionment if committee members are presented with a checklist of professional areas of expertise that they do not have (i.e. law, accounting, property management, surveying, personnel, IT, etc).  Also, skills audits simply look at individuals.  It has been argued that as a committee is a collective body it would be much more relevant to look at the collective abilities of the committee as a whole, for instance its ability to make collective decisions (click here to see an example of a group competencies approach).  Before carrying out a skills audit you should carefully consider the purpose of doing it.  List all abilities that are desirable (such collective decision making).  Then consider whether you will get meaningful results from this process and how effectively you would be able to recruit to any ‘gaps’ you identify.  Click here for a sample skills audit.

How can we assess suitable committee members rather than use a skills audit?

Assessing committee members is harder than it seems.  Remember that a committee is a collective activity.  Its how a group of people work together that counts – not how individuals perform alone.  Governance researchers have developed a list of 6 competencies that are desirable for a committee as a whole to posses.  Click to view the '6 competencies' list.

 

8. Who should we get on the committee?

 

The Director has told us that each person on the committee should be responsible for a particular area for example, personnel, IT, legal etc. Is this right?

A final draw back of the ‘skills’ approach to recruitment is that it is often the case that a hard pressed head of staff would like the committee to consist of a pool of experts in different areas that can be called on for advice and help.  Useful as this is to the staff, there is a danger that the committee come to see their role as a pool of experts simply providing advice to staff on their own topic of expertise and the actual governance of the organisations is neglected. Advice on this topic is often contradictory. Ultimately it is for each committee to decide whether they want to be organised in this way.

So who should be on the committee?

There is no one answer. At a minimum you need a group of people that fulfil your constitutional requirements, take their role seriously and deliver reasonably wise decisions in the organisations best interests. The recipe for the perfect committee would probably be something like; a scattering of experts, some committee members with relevant knowledge (in the subject or about the local area for example), a few individuals with clout among your constituents, funders or other stakeholders, a committee member with a filofax full of useful contacts and maybe some users or members to give the beneficiary perspective.

Who can be on the committee?

You can set your own criteria – for example if you are a neighbourhood organisation then you could specify that everyone must live in that neighbourhood (try to define it as unambiguously as possible). If you are a straightforward ‘unincorporated association’ (i.e. not registered officially as a charity or incorporated) then there are no real limitations on who can be on the committee (though bear in mind that anyone under 18 will not be held responsible if you enter into any contracts). If you think you may want to become a charity in the future it may be useful to look at the Charity Commissions criteria.

 

9. The different perspectives of committee members

 

What are the common committee perspectives?

1 Democratic (‘a representative’) this person is generally elected onto the committee and this route to the committee gives them a sense of legitimacy. They are in favour of open debate, and may want to vote on decisions, and often feels a strong bond to the members. On the negative side they may treat the committee more like a council chamber, lobbying for one constituency over others and taking an adversarial approach with other committee members. The organisation is seen as serving the ‘constituents’.
2 Business (‘a business like approach’) an entrepreneurial, goal orientated person often willing to take risks. On the negative side they can get too close to senior manager, taking a ‘partnership’ approach to senior staff and blur responsibilities. Insufficient attention may be paid to some stakeholders and communication and a general tendency to look at the organisation as a business (fundamentally tricky as most non profit organisations represent a social response to failures of the market). The organisation is seen as a resource to be exploited and maximised.
3 Custodian “a trustee” perspective. This is the traditional charity trustee perspective. Generally this perspective is averse to risk, is concerned with the organisation’s good name and legacy and there is a strong feeling that they have been entrusted with something precious that they must look after and preserve.

We’re a self help organisations and this ‘charity’ talk isn’t really appropriate for us.

Two of the perspectives above; the ‘democrat’ and the ‘custodian’, often disguise a deeper division in perspectives. This is between a traditional charity model, in which there are three parties; donors (who give the money), beneficiaries (who receive the benefits) and trustees – a disinterested and impartial group who are essentially doing the bidding of the founding donors. This is the traditional charity/trust model upon which charity law is based. In this model, often known as philanthropy, the donors, generally from a higher, more wealthy social group, seek to do good for a poorer group further down the social ladder. However, increasingly during the last century many traditional ‘beneficiaries’ formed self-help organisations to help and empower themselves, seeing this model of working as more liberating and empowering. These two perspectives can be at logger heads as they are largely mutually exclusive. A committee containing people with both perspectives on it is probably heading for conflict.

There seem to be people on my committee coming to it with other perspectives than those you’ve mentioned

There are several lesser but common perspectives, including the Ambassador/Networker – outwardly focused and concerned with making links and connections not internal issues. The 'Monarch', happy to play a figurehead role; the 'Firefighter', who only really gets involved when there’s a crisis, etc

 

10. Recruiting committee members

 

How do we recruit new committee members?

There are three main ways to recruit new committee members; election (from the membership according to the rules laid down in the constitution), invitation (to targetted individuals provided your constitution allows it), and advertisement (usually folowed by some form of selection process to check that potential committee members are suitable). Read the section below, written from the individuals perspective, for a fuller guide to recruiting new committee members or read the Quick Guide to Finding Committee Members and the Quick Guide to Joining a Committee.

 

11. How do you become a committee member?

 

How do you become a committee member?

The official route for appointing trustees varies from organisation to organisation and should be set out in the organisations constitution. There are generally two methods; appointment or election. Election is the most common and the process may vary from a complex prescribed procedure to a simple agenda item at which your nomination is proposed seconded and agreed. Some organisations will always wait to their AGM; others have powers to do this at any time often through a co-option clause. (Of course those organisations that have no requirement to hold an AGM – such as most Trusts – can generally add trustees at any time.)

Yes, but how do you actually do it in reality?

Get yourself asked (invited)
This is still the overwhelmingly most common way to become a trustee. So you could wait around until that invitation arrives or read on………… Because if you’re reading this then you are clearly interested and there are a number of routes you can take.

So how do I increase my chances of getting an invitation?

The first option is to volunteer for organisation you would like to be on the committee of and therefore greatly increase your chances of receiving that invitation. Many organisations, whether consciously or not, scan volunteers and others known to them to see if they would make good committee members. First identify the organisation you would like to be involved with. Then find out if they have a procedure for recruiting volunteers. Whether there is a formal procedure or the initiative is down to you, you will have to look at what you have to offer (skills, experience, time, knowledge) and what they need. In the absence of a formal procedure ask to speak to a senior staff member or committee member and make your proposal.

Another option is to respond to an advertisement.

Many organisations now advertise for committee members. There are weekly ads in the Guardian, opportunities may be listed with your nearest Volunteer Centre, or you may spot ads on notice boards or in newsletters (so sign up for the newsletter of any organisation you’re interested in). If you are a member of a professional body of any sort you should find out if they have a volunteer notice board (generally on the web site now).

Or you could try getting Elected

Organisations that are strongly community based (clue; they often have an area or neighbourhood name in the organisation’s name) often have an election process. Find out from the Secretary what the process is and follow it. Typically, your nomination needs some support/endorsement that could range from a single seconder to a percentage of the membership. Elections are generally held at the AGM, and any voting is generally by a show of hands. (see also FAQ 25 AGMs)

How complicated is the election process usually?

Use of proxies, secret ballots and ballot slips are generally considered too complicated and expensive for all but the largest Charities – but may be appropriate in some limited circumstances such as when two factions struggle for control of an organisation to ensure an accurate and fair election. Generally there will some opportunity to present a ‘manifesto’ – or at least let members know why you think they should vote for you. This might be written and circulated before the meeting or could just be 60 seconds allotted to each candidate to stand up and address the members in person. Incorporated charities will need a properly completed nomination form to be returned generally 10 days before the AGM.

 

12. Starting on the committee - induction and committments

 

What is my role on the committee?

To begin with you will be finding your feet. Try to make sure that your new organisation gives you an adequate introduction – if possible treat it like a work induction and meet with the chair (or other members of the committee) and agree some introductory meetings, readings, etc.

What would a typical induction/introduction consist of?

Unfortunately, typically many organisations carry out the introduction of new committee members inadequately. But ideally a good introduction would consist of a pack of useful information and some meetings with key staff/volunteers and committee members. The information should include; the constitution, the annual report, accounts, recent minutes (and dates of forthcoming meetings), list of committee members (and contact details), volunteers and staff, newsletter, plan, photos and anything else that will give you a flavour of the new organisation (perhaps a recent well written grant application). In more organised organisations there may even be a ‘job’ description. It is also generally helpful to meet with a selection of committee members (some newer, some experienced or founders). Observing first hand any activities can also be a very helpful way of getting to know the organisation.

How long will I be expected to remain on the committee?

It depends on a number of things, but usually it is one of the following 3 options;
either the length of office specified in the constitution (commonest is a 3 year term with an option on a second term of office)
or a vague idea that has evolved to be custom and practice for that committee (could be anything from a year to ‘life’ or until you find a replacement for yourself).
Or a specific commitment that you agree with the chair when you come on the committee (generally anything less than 18months to 2 years is too short to make a useful contribution).

Should I take on a specific role on the committee?

Initially you should concentrate on finding your feet in your new role on the committee. Unless you specifically signed up to take on a particular role (i.e. you signed up knowing that you were going to be the new treasurer for instance) then it may be unwise to volunteer (or be volunteered) for other roles until you have been on the committee at least 6 months (research shows that most new committee members feel that it is a year before they are making a useful contribution to the committee).
Once you feel settled and confident in taking a full part in committee meetings you can consider taking on a specific role.

 

13. What are the specific roles on the committee?

 

What are the common specific roles on a committee?

Specific roles include the main jobs on the committee such as Chair, Treasurer and secretary (often referred to as the ‘officers’). Other typical roles are; member or chair of a subcommittee, such as finance, fundraising, project. Other roles typically involve taking on either specific/one-off work (such as designing a new logo) or ongoing work such as coordinating the monthly newsletter. The number of specific roles are potentially unlimited and it is a good way of involving all the committee members if those who want to are able to take on some specific role that plays to their individual strengths and can greatly increase their level of satisfaction on the committee.

Should I have a job description?

It can be useful to have a brief outline of duties and expectations for each committee member with common elements for all and additional points for those with particular responsibilities. The common additional job descriptions are for the Chair, Secretary, Treasurer, but anyone who takes on a particular role could have a job description. The statement should include the duties they are expected to undertake and the limits of their authority (i.e. what they can do on their own before referring back to the full committee). Note that as committee members are unpaid some favour the term 'role description' or 'remit' rather than job description.

What should be in a job description?

Common template
Management Committee Member
Chair
Secretary
Treasurer
Others. There are endless possibilities to cater for committee members who take on a specific area such as fundraising, producing the newsletter, liaison with another body,

14. User Involvement and Parcipation on Committees

What is user involvement?

User involvement means getting the people who use your services or activities involved in the decision making process.  This is therefore a very broad definition.  The users could be service users, beneficiaries, members, participants, residents or tenants for example.  Participation could mean anything from going to a meeting once a year to being on the committee and making decisions.  For more information read on in this section of the FAQ or have a look at The Quick Guide to User Involvement.

Why should we do it?

Pressure has been growing over the last two decades on organisations to involve users more.  Nearly all politicians agree that user involvement is a good thing – though often for different and sometimes contradictory reasons.  As a result, funders have picked up on this idea as well and are generally keen to see user involvement in voluntary organisations as well.

Consumers or Owners?

There are two basic approaches to user involvement; a consumer approach and a democratic approach.  The consumer approach sees the user as a consumer and assumes that services will improve if the consumer’s wishes are responded to.  The democratic approach assumes that the user will be empowered and better served if they are involved in the choice of service received rather than be a passive recipient of a service selected by others.

Which approach should we take?

It is vital that you decide which approach is appropriate for your organisation first.  Generally the consumer approach is taken by traditional ‘philanthropic’ organisations where the committee members and the users are quite separate.  The founders and the committee will be made up of people who wish to do good for the beneficiaries (users) who are a quite different group of people.
The democratic approach is taken by organisations that are already democratic either in structure or values or both.  Organisations that are self-help and user-led generally fall into this group.

We’ve been told that the Charity Commission don’t allow it

No. The Charity Commission have been changing their thinking as the situation has evolved and have gradually been relaxing their view of ‘beneficiaries’ (as they see users) being involved on committees.  The situation was brought to a head by some user-led self-help groups which were set up on democratic lines changing, democratically, to member control of the committee.  Since 2000 the Charity Commission has permitted committees to be made up of a third of users in most cases and up to 100% in certain cases.

What about conflicts of interest?

It is true that there is potential for conflicts of interest to arise.  For instance a proposal to introduce charges for a service may be resisted by a service user on the committee purely from a personal point of view rather than taking a decision in the organisation’s best interests.  As a matter of good practice it makes sense to adopt a conflict of interest policy and record each committee member’s interests.

We’ve decided to take the consumer approach.  How do we do it?

Consumers may well be happy just being able to influence a service and may see participation in decision-making as unnecessary.  Typical mechanisms allow feedback as a minimum – such as evaluations either via a form, on-line or by telephone.  The next level is a focus group (one-off) or user panel (regular meetings).  The next stage might by to make the user panel a sub committee.  Finally, members of the user sub committee could become full members of the main committee.

We’ve decided to take the democratic approach.  How do we do it?

This approach assumes that both your values and structure are democratic.  If so, then you will already have members who elect the committee from within the membership.  In most cases such as organisation will have been formed with a self- help/ citizen participation ethos and so the members are also the users.  Provided the democratic process is working then user involvement will occur as part of the normal working of the organisation.  In rare cases the members and users are different groups of people and you will need to encourage users to become members and participate in the process in order to get users involved.  If necessary you could reserve a percentage of seats on the committee for user-members.  If you aspire to being democratic but don’t have a democratic structure you will need to change your constitution accordingly.

Some of the committee/volunteers/ staff are very against this idea

With either approach to user involvement there will be a tension between efficiency and responsiveness.  The pressure on organisations to be efficient has led to professionalised committees and staff who may feel that organisational efficiency will be compromised by involving users.  The opposing argument is that increased responsiveness will make the organisation more effective.  Some staff may fear that time and effort will be devoted to getting users involved with little material benefit.

We’ve tried to get users involved but it never seems to work.

~ First be clear whether you are involving users from a consumer or democratic perspective.
~ Be clear who you are referring to as users in your context.
~ Think of participation as a ladder.  What is the minimum and maximum level of participation that you are aiming for?  Then make a plan to start with the minimum level and then gradually climb the rungs of the ladder to the maximum level.
~ Consider the barriers to user involvement:  if there is a large gap between the existing committee and the users you are hoping to involve - either socially or professionally – you may need to offer support, and training to enable users to become involved. 
~ If some members of the committee are hostile to the idea of user involvement you will need to clarify the committee’s intentions and seek to educate resistant members.
~ If your users have special circumstances (such as ill health, learning difficulties, no time etc.) you may have to devise specific strategies to enable their participation.

Where can I find out more about user involvement?

Have a look at:-
~ The Quick Guide to User Involvement
~ User Involvement Case Studies
~ Further Resources on User Involvement

15. Codes of Governance

 

If we don't want to recruit according to skils and we can’t realistically assess ‘wisdom’ and ‘collective decision making skills’ how do we make it clear to potential committee members what is required of them?

One approach is to have an agreement or code of conduct.  You should be careful to pitch this appropriately for your committee.  At its simplest it could be a list such as
1 Attend all the meetings
2 Read any papers sent to you
3 Take an active part in the meetings
4 Etc
Click here for a sample of a simple code of conduct.

The Governance Hub has produced detailed codes of conduct .

I’ve been told the code of conduct should be based on the Nolan principles.  What’s that?

As a result of the cash for questions scandal Lord Nolan chaired the Committee on Standards in Public life to look into it. The committee proposed that people in the public eye should sign up to a code of basic principles. Click here for further information in this site. Go to the web site of the Committee on Standards in Public Life.

 

16. Names for the committee

 

What are the members of the committee called?

There is a good deal of confusion caused by the use of different terms, nearly all of which are synonyms for governor or trustee (the charity commission’s preferred term).
Common terms;
Trustee
Governor
Management Committee Member
Executive Committee Member
Board Member
Director
Company Director
Council Member

What is their body/committee called?

Potential confusion continues as there is no single accepted term for this body and organisations are free to call it what they like.
Common terms;
The Board
The Board of Directors
The Trustee Board (or Board of Trustees)
The Committee
The Management Committee
The Executive Committee
The Council
The Board of Governors
etc

What should they be called?

It doesn’t matter that much provided there is a degree of consistency and logic. For example, calling the governors ‘Directors’ when you have staff members with this as a job title is bound to lead to confusion, particularly with trustees from the private/business sector where this is the norm. Similarly, if you call the decision making body the Management Committee but it is referred to by another name in your constitution, again, it will cause confusion. Executive committee is also potentially problematic – many decision making bodies have a sub committee (often consisting of officers i.e. Treasurer, Chair, Secretary) called the executive committee. In this case, of course, the Executive committee is a sub committee, not the ultimate decision making body (even if it has been delegated some powers to make certain decision). If you have an ‘Executive Committee’ and the head of staff is the ‘Executive Director’ then it is not clear who is making decisions and who is executing them.

What are the typical name combinations

The typical name combinations for the members of the committee, the committee itself and the head of staff are:

Voluntary or Community Organisation	Management Committee Member	The Management Committee	Director or Coordinator
Charity	Trustee	Board of Trustees	Chief Executive Officer
NGO	Board Member	The Board	Director General
For-Profit Company	Director	Board of Directors	Executive Director

Note in the case of a for-profit company the Executive Director is both a board member and a staff member – i.e. ‘executes’ instruction, and is therefore quite consistent. In a not-for-profit company the Executive Director would not generally also be a Director of the company and therefore this combination is not logical for use with a nonprofit/charity.

 

17. Ex-officio, holding, custodian, co-opted

 

We are all trustees but one is ‘ex officio’. What does it mean?

‘Ex officio’ means that you are a trustee by virtue of the position you hold. For example some civic organisations give the mayor a seat on the committee. So whoever is Mayor is automatically on the committee by virtue of their office.

One trustee is called a 'holding trustee'. What is that?

’Holding’ and ‘Custodian’ are similar but have slightly different meanings in law and are generally used by unincorporated (i.e. not registered at Companies House) organisations as a way of holding land. Some such trustees have no other role and do not take part in committee meetings. To determine the exact nature of their role in your committee you will need to scrutinise your constitution carefully, then refer to the Charity Commission if that does not clarify the situation.

What is a co-opted trustee. Some of the committee are saying that the co-opted trustees can't vote. Is that right?

Co-opting trustees is simply a mechanism for bringing someone onto the committee at any time of the year where the usual process would involve an election at the AGM. A common misconception is that co-opted trustees don’t have a vote. Generally they do, as they are full trustees, but read your constitution carefully as in a significant proportion of constitutions they do not. Confusion also arises when an individual is ‘co opted’ onto the committee for a special purpose (their expertise in organising a special event for example) but it isn’t clarified what their role is; temporary full committee member, adviser with no voting rights, observer, etc. Always decide and minute at the outset the nature of the role of each person sitting round the table so that there is no confusion or misunderstanding in the future.

 

18. Advisory committees and steering committees

 

I am on a management committee and have been told by the coordinator that it is an advisory role. Is this correct?

You must first define ‘management committee’ and then define ‘advisory’ and determine your organisation’s legal status. Let’s look at legal status first. If you are a registered company or charity then you status is clear and the group of people who together make up the top committee that ultimately makes the final decision is the governing body (whatever you chose to call it) and those people control and direct the organisation (this is more than just advising). If you are neither a company (incorporated) nor a charity then your status is ‘unincorporated association’ (unless your purpose is illegal in which case it’s called a ‘conspiracy’). If there is no written remit or constitution then generally those who make up the association collectively direct it. Again, this is usually considered more than simply advice. If there is no written remit or constitution then consider drawing one up – it will help avoid future confusion over the committee’s role. In some cases organisations do set up advisory committees, however, it should be clear in the remit who the advisory committee reports to – usually the ‘top’ committee (i.e. the committee that takes ultimate decisions and responsibility, whatever it’s called). If there is no such committee that can be identified and your advice is given directly to an individual then you should stop and consider the situation carefully. You may have drifted into ‘structurelessness’ and need some advice from a community or development worker from a local support organisation.

I have been invited onto the steering committee of a project set up jointly by three local agencies, but the project’s worker doesn’t seem to follow our advice.

First read the above item. Ideally this steering committee should have a written remit that will identify the committee’s role and who it is answerable to. Essentially, unless efforts have been made to set the project up with its own legal identity – such as separate charity registration – then it is most probably still the ultimate responsibility of one of the partner agencies. As they are legally responsible for it, then the steering committee is acting in an advisory capacity. Ideally these issues should be dealt with in the partnership agreement or the steering committee remit. For instance, it should state who has ultimate legal responsibility for the project, what the steering committee’s role is and under what circumstances the ‘responsible body’ (i.e. the one being held to account for the project) can reject the steering committee’s advice and how the steering committee are notified when this happens.

 

19. Collective decision making and confusion about membership of the committee

 

How can we avoid drifting into a position where it isn’t clear who is actually on the committee or not?

  There can be lack of clarity about who the committee are for a number of reasons. The commonest are;
a. the organisation has a culture of collectivism and democratic participation in which everyone feels free to attend important meetings and put their point of view and take part in the decision making.
b. for a variety of reasons more than one important committee exists, they lack clear remits and the committees then begin to compete for power. For instance; a committee may be set up to look at the business plan – but may end up having a larger say in the organisations future direction than the main committee.

Does it really matter if everyone takes part in decision making?

No, provided that’s what the constitution says should happen. If you are not a registered charity then you are free to have collective decision making. It’s always worth making something this fundamental clear in you constitution.

Can we have collective decision making if we are a charity?

This is a tricky question because strictly the answer is ‘no’, because ‘trustees’ should not benefit from their trust. In other words you cannot be paid by the charity you are a trustee of. If you are already a charity you should read your constitution carefully. There may be clauses allowing:
a. limited benefits (such as the organisation paying for one-off services)
b. the Head of Staff to be a trustee.
c. a number of staff to be trustees with conditions (generally the condition is that they should not be in the majority on the committee and they should avoid conflicts of interest).
d. a number of users (beneficiaries/ customers) to be on the committee with conditions (generally similar conditions to c above).
Its worth bearing in mind that it’s a lot easier to negotiate this with the Charity Commission when you first register rather than trying to do it retrospectively.
In a few cases the Charity COmmission has agreed substantial numbers of paid staff can make up the committee. Don't assume that you are in breach of the law or your constitution until you have carefully read your constitution.

There is strong tradition of staff and volunteers attending the committee meetings and taking a full part. How can we stop it? We have some difficult decisions to make soon.

Don’t ‘throw the baby out with the bath water’. It’s fine to involve everyone in decision making provided staff and others understand that is the management committee members/ trustees (whatever you call them) who have the ultimate say – because they are the ones who are ultimately legally responsible.

But how do we get that idea across to staff and volunteers and members who turn up to meetings?

You could try a number of tactics;
Try changing the format of the meetings to introduce a ‘management committee only’ section of the meeting at the end.
Make sure that the annual return (to the charity commission) is on the agenda each year. This is an opportunity to make it clear who the management committee members/trustees actually are.

 

20. Constitutions

Who decides how the committee operates?

The basic operation of the committee will be set out in the constitution (often referred to as the ‘governing document’). Depending on the form you organisation takes this could be as simple as a remit or set of rules drawn up by you and agreed (and minuted) at a meeting. Or it could be document approved by a regulatory body like the Charity Commission or Companies House – or both! Click here to see more under Committee Processes.

What should be in a constitution?

When drawing up a ‘governing document’, no matter how simple, you should consider addressing the following points;
Name
How members of the decision making body get there (i.e. are they elected, appointed, chosen by lot, etc?)
Defining the purpose of the organisation (including details of who should benefit);
What powers the committee has;
Meetings and proceedings of the committee (how often – how called);
Membership (if any);
Who and how money is dealt with (treasurer? Annual accounts? Report to members? Independent auditor?;
Bank accounts (where money is held);
Power of amendment to this constitution;
Power of dissolution (under what circumstances can you wind up the organisation).
Dealing with conflicts of interest;
if you anticipate becoming large or a registered charity then you might also think about;
Holding of land and investments; (in which case you should think about giving the committee the matching powers – or investment and possible raising a mortgage)

How do we change what’s in the constitution?

A good constitution will set out clearly how changes are made to it (under powers of amendment). If you are not a registered charity or company then generally it is reasonable to make changes if a majority of members agree. The basic principle is that the more significant the change the larger the majority should be. So a simple change may need a simple majority, a significant change could need a two thirds or three quarters majority. If you are a registered charity or a company and your constitution isn’t clear you will need to refer to the Charity Commission for guidance. Read CC36 first and if still not clear ring the helpline and/or write to them.

 

21. Sub committees

 

Does a committee need sub committees?

It depends………… A small, tight-knit committee may find it preferable to conduct nearly all the business together at one meeting. This has the benefit of being an inclusive approach that keeps everyone involved and knowledgeable about all aspects of the committees work. However, there may come a point when your time may be better spent if there is some division of labour. A good indication that this moment has come is when two or three people are in an animated debate that is clearly going over the heads of the rest of the committee (it may be finance, marketing or the intricacies of a project). At this point it probably makes sense to separate those committee members out into their own sub committee. There are two types of sub committee; standing (ie permanent) and ad hoc i.e. created for a defined length of time, for instance to run an event.

What is a sub committee remit?

Every sub committee should know what it’s there to do. It need only be six lines in the minutes of the next full committee meeting. Consider addressing these points;
1. Name of sub committee,
2. Its purpose
3. If delegated any specific authority and if so define it (i.e. can the newsletter sub committee authorise spending on printing to a predefined level (such as up to £300)
4. Who the chair is/ how it is chaired,
5. Who the members are
6. How often/when it will meet,
7. How it will report (i.e. verbal report to each full committee meeting),
8. How long it will be in existence,(standing for ongoing sub committees, or ad hoc or defined time limit for sub committees with a time limited purpose such as organising an event) click for sample remit.

What are the common sub committees?

Don’t feel that you have to have subcommittees – and if you do need to add a subcommittee it should be in response to a need. Common subcommittees are:
Finance
Fundraising
Personnel
Project (i.e. to run a defined area of work such as the Newsletter, or running the crèche for example)
Premises
Publicity/Marketing
Executive/Officers (i.e. the Chair, Treasurer, Secretary and possibly chairs of other sub committee). Useful for planning meetings, for example, but take care that this group does not take over and marginalise the rest of the committee)
etc!
Click for editable blank remit template.

 

22. Users

What are users?

‘Users’ is the generic term for those for whom you provide a service. For example, if you run a scrap store and provide materials for local play groups then the play groups are your users (and the children and Mums/Dads/Carers are the playgroup users and could be considered your ‘end’ user i.e. the last user in the chain). User is generally synonymous with client, service user, customer, and passenger and so on.
In the last 40 years there has been a shift away from philanthropy (in which a better off group provide a service to those less well off) to a self-help ethic in which those who need a service have come together to provide it themselves on their own terms. This democratisation of the voluntary groups has had a profound impact as in many cases now the users may also be the members and may be on the committee as well. A common source of tension on committees is caused by having individuals present from both of the aforementioned perspectives (philanthropy v self-help).

Can they be on the committee?

If you provide a service (i.e. change batteries in hearing aids) then the users are those who use (or receive) the service. However, in many cases users and members are one and the same. In either case it makes sense to give them the chance to be on the committee even though it will raise the issue of conflict of interest.

 

23. Conflict of Interest

 

What is meant by conflict of interest?

Conflict of interest describes the situation when an individual is presented with a dilemma between making a decision in their own best interests and a decision in the best interests of the committee they are on. For example, a service user who is also on the committee may be faced with a decision between charging fees for the crèche and keeping it free. As a committee member it may be the ‘right’ decision to start charging if keeping the crèche free is no longer feasible, however, as a user the self interested decision is to vote to keep it free.
Conflicts of interest like this can arise all the time and it may not be possible to eliminate the situation without losing people from the committee who can otherwise make a worthwhile contribution.

How do we deal with conflicts of interest?

The solution is to manage the conflict of interest. The procedure can be set out in a simple conflict of interest policy/statement (this will impress any funders as well). The important thing is to recognise when a conflict occurs and have a system of dealing with it. The commonest approach is to ask the person who has the conflict of interest to not take part in the discussion or vote on that particular issue, or even to leave the room altogether for that agenda item. Finally, remember to record in the minutes what steps were taken as an important part of dealing with conflicts of interest is not just to do the right thing, but to be seen to do the right thing.

How do we draw up a conflict of interest policy?

When drafting your conflict of interest policy/statement it is worth considering each of these points;
1 A brief statement confirming that the committee wishes to avoid or manage conflicts of interest.
2 An explanation and/or examples of conflict of interest
3 A statement encouraging all committee members to be vigilant and point out any potential conflicts of interest.
4 The steps you will take i.e. ask the individual to not vote/take part in discussion/leave the room.
5 How/where you will record what steps were taken.
Click here for a sample conflict of interest policy.
Finally, you should keep a "register of committee members' interests". This is basically just a list of each committee members potential conflicts of interest, such as being on the committee of another local organisation for instance. This might put them in a conflict of interest situation if both organisations were competing for the same local grant. Having a register also shows you are being proactive. Click here for an example.

 

24. Members

 

Who are the members?

You may not have members, it depends on how your organisation is structured. If you have members you should define them clearly in writing ideally in the constitution, standing orders or member’s handbook. Bear in mind that in company law members are generally referred to as 'subscribers'.

What do we need to think about when defining membership?

1. How you become a member
2. Membership Criteria - such as:
a) Geographical (i.e. live in a particular neighbourhood, county, estate etc)
b) Status (i.e. single parents if you’re a singe parent group)
c) Age (i.e. pensioners for a pensioner group)
d) and a whole range of other criteria i.e. those with a disability, users of a particular facility, parents of children at a play group etc etc.
e) Any exceptions to the above (for instance you might want the ability to co-opt 1 or 2 others – your choice will be limited if all criteria have to apply to them.)
3. If there are annual subs and if so how much and when they are collected.
4. What members do (i.e. vote in the committee, approve the annual accounts etc)
5. How you stop being a member. (Removal, retirement, resignation etc)

 

25. Meetings

 

Meetings - the basics

Check your constitution first – it may well have something to say about meetings, for example
1. frequency (minimum)
2. quorum (minimum number present to qualify as a properly constituted meeting of the committee)
3. and maybe something about deciding and voting (for example that resolutions are carried by majority vote and whether the chair is given a ‘casting’ vote i.e. and extra vote in the event of a tie).

What are the most common meeting arrangements?

Most committees conform to a pattern of regular meetings (4 to 10 per year), generally face-to-face, usually 1 – 2 hours long following a standard agenda. However, it is worth choosing arrangements that suit your own committee. Meetings may be more or less frequent depending on the quantity of ‘business’ there is to deal with. Virtual meetings may make sense for those committees with widely dispersed members or members who otherwise find it difficult to meet at a physical location. Some prefer fewer longer meetings, others prefer frequent short meetings. You could have a mixture of these arrangements, for example one or two long meetings with a series of short frequent meetings during periods of intense activity for the committee. You could also mix face-to-face meetings with virtual meetings.

How do we run a virtual meeting?

For those committees that are not registered charities you have flexibility to choose how you wish to ‘meet’. Registered charities, however, can only count as a properly convened meetings situations where all participants can simultaneously see and hear each other (unless the Charity Commission has expressly allowed alternative arrangements either in your constitution or in a letter from the Commission). For others there are more options but consider the feasibility of these options for your committee carefully. Try practicing first with a group of 2 or 3 before trying it on the whole committee:
1. by telephone, (with or without video). For voice only teleconferences it is straightforward to set up with tools such as ‘Conference UK’ or 'Conference Genie' or the service run by Community Network specifically aimed at voluntary organisations.
For videoconferencing you will generally need to arrange for the use of dedicated equipment. Chains such as Kinkos hire videoconferencing rooms or you could try to persuade a national or multinational company to let you use theirs. This is not an easy option in the UK (there are over 1000 branches of Kinkos in North America that offer this service – there is one in the UK).
2. by instant messenger (IM) such as Windows Live Messenger (formerly MSN messenger) or or internet phone (VOIP ‘voice over internet protocol’) - with or without video. This is a feasible option and there are even services that have video as well (such as ichat, and Skype). Bear in mind that your participants will have to use the same (or at least compatible) IM/VOIP programmes. (ichat can manage a 4 person simultaneous chat but is Mac only – Skype currently only features one-to-one calling but works on Mac and PCs). The major players (Apple, Microsoft, AOL, Yahoo, Google) have partially or completely incompatible systems. There are some IM programmes that have attempted to overcome this problem with varying degrees of success, notably Trillian (Windows) and Adium (Mac). Your fellow committee members will need recent equipment and a broadband internet connection.
3. by chat room/discussion forum. It quite easy to set up a private ‘chat room’ or discussion forum online and then arrange to ‘meet’ at a certain time. There is generally no option for video. Some sites let you share a calendar, upload files or even jointly work on a document simultaneously. The quality of discussion can depend on how fast you and your colleagues can type!
Try
Googlegroups - and GoogleCalendar/Googledocs/Googlepages/ Googleblog (powerful but lacks integration)
Yahoogroups (good mix of useful features and easy to use)
Air Set (a new contender, powerful and versatile)
There are many others and the options change regularly. Note that although all tend to follow the same pattern they all vary in their detailed operation.
4. For the really adventurous the growth of virtual worlds, such as Second Life, opens up the possibility of avatars meeting up in a virutal meeting place.

Could we do it by email?

This is definitely* not acceptable for registered charities (unless you have Charity Commission permission) who must have meetings where participants can see and hear each other. For others you must decide among yourselves whether you feel that it is acceptable. It might be better to think of it as a way for the chair to gain an understanding of the committee’s view on a decision that must be made at short notice. The decision can then be formally ratified at the next meeting and the chair can show the email replies as evidence that reasonable steps were taken to sound out a sample of the committee and that the course of action taken seemed generally acceptable.
* If you are a registered charity and there are good reasons why you need to consider alternatives to face-to-face meetings you should read the Charity Commissions detailed guidance here.

How formal do meetings have to be?

Meetings vary from very informal affairs in the corner of a pub where a casual onlooker may not even realize that a meeting is taking place to very formalized affairs with committee members taking their place round a table and the chair conducting proceedings more like a court. The format chosen should fit with the existing ethos of the committee and strike a balance between ‘task’ and ‘process’ – in other words a balance between getting things done and being an acceptable experience that keeps the committee coming back to meetings. If you are too focused on the ‘task’ aspect you may get things done but the committee may burn out. Focus too much on ‘process’ and the committee will enjoy themselves so much that they will always come to meetings, but nothing may get done.

How should we run the meeting?

When you think about all that needs to happen – running meetings is more complicated than it seems, and much has been written on the subject. There are three stages;

What should we do before the meeting?

Clarify the purpose of the meeting (make decisions, get various parties talking to each other, keep in touch with fellow committee members).
Who is running the meeting (chairing, moderating, facilitating).
What are the practical arrangements (a room, chairs, refreshments).
The paperwork (notifying people of the time, place, date; distributing the agenda; recording the results of the meeting; resolutions/decisions/actions).
Click here for a check list for organising a meeting.

What should we do during the meeting?

It is generally down to one individual to chair the meeting – though in some cases, where chairing is by rotation (participants take it in turns) the chair may not know they are chairing in advance limiting their opportunity for preparation.
The chair starts the meeting when he/she is satisfied that it is properly constituted (according to the constitution or failing that to custom and practice). Generally this means that the meeting has been properly called and committee members notified and that there is a quorum (minimum number present stipulated in the constitution).
An agenda is usually followed to help those present follow events. Agenda’s may be drawn up at the beginning of the meeting, in advance or may follow a standard (agreed) format.
The chair is generally aiming to lead the committee through the agenda in the allotted time. Items may be for information, for discussion (no decision) or for decision. Important items should be taken first as there may not be time to deal with everything on the agenda. Items left at the end may be carried over to the next agenda or delegated to others to deal with (such as a sub committee). Decisions are generally seen as the most important result of the meeting as these will lead to actions. In general the principles of good decision making are;
1. Clarify – clear up any misunderstanding
2. Debate – hear all sides of the argument
3. Decide – make your decision.

What needs to be done after the meeting?

What was the result of your meeting? If you made some decisions you should record them in the minutes and communicate them to the relevant individuals so that decisions are translated into action. Remember that at the next meeting there should be an item for feedback to check that the action was taken.

How should we make decisions?

Charities must generally abide by the principle of the will of the majority of those present (provided the meeting is quorate) to show that decision making is being made in a reasonable manner. If the chair is not sure of the committee’s feeling on an issue a proposal may be put to a vote - generally a show of hands or the chair may go round the room individually getting a ‘yes’ or ‘no’ from each committee member.
Some committees strive for consensus on decisions – notable Quaker committees. They will generally have evolved slightly different mechanisms to reach consensus. Reaching consensus can take longer than taking a majority view but arguably there are advantages to having unanimity on the committee.

Does everything have to go to a vote?

It should only be necessary to put decisions to a vote if it isn’t clear to the chair what the will of the committee is, or if a committee member proposes that a vote is taken and that proposal is ‘seconded’ by another committee member. Only an extremely contentious vote would be taken by ballot, generally a show of hands is sufficient.

The chair is insisting that all comments are directed through him/her. I feel that this is hindering debate. Do we have to do it that way? Another member says that every proposal must be seconded and voted on. A third keeps shouting out ‘point of order’ – what does it mean?

Curiously the detailed mechanisms of how a meeting are run are not prescribed by the regulators. Minutes are generally kept in order to record decisions and a note in the minutes to the effect that a debate or discussions took place before the decision indicates that the process is ‘reasonable’. But beyond complying with anything your constitution says about the conduct of meetings you are free to run them as you see fit.
This ‘structurelessness’ fits with the broadly consensus style adopted by most UK committees. However, there are institutions that have more formalised meeting protocols – notably parliament and trades unions and American committee that have adopted Robert’s Rules of Order. Some committee members who may be familiar with one of these ways of doing things may assume that it is the only way of doing things. These protocols may specify in great detail how items for discussion are raised, who can address the committee, and how decision are made. However, if your constitution is silent on how meetings are conducted and you have no standing orders specifying how your meetings are conducted (the usual situation for most committees) then you are not obliged to adopt these ways of operating.
A committee members may shout ‘point of order’ if something has occurred that breaches a standing order relating to the running of the committee at that point. This is common situation in trades unions where complex standing orders govern how meetings are run - but is unusual elsewhere.
The purpose of the chair is to lead the committee through the agenda in the allotted time. They must balance allowing ample debate and discussion with the need to reach decisions, all in a limited timeframe. Chairs styles vary from ‘light touch’ to ‘heavy handed’. A heavy handed chair may insist that all comments go ‘through’ the chair i.e. that each person addresses their point to the chair. This puts the chair in control of the meeting and a good chair can use this power to make sure that everyone has a fair chance to speak. Unfortunately this power can also be used to disrupt debate so that important points get buried in a series of disconnected ‘points’ made by one committee member after another. If the chairs style isn’t appropriate – let them know or vote them out.

What is usually on a standard agenda?

The agenda should serve the purpose of the committee but there are items that tend to be common to all.
List who is present
List who has said that they will not be attending (‘apologies’)
Minutes of the last meeting (check them for accuracy)
Matters arising (pick up matters from the minutes that aren’t dealt with elsewhere on your agenda)
Activity Reports (reports about the main activities that have been taking place)
Proposals (reports making proposals, for example on future activities)
Resources Reports (money, people, other assets such as a building.)
AOB (Any other business – an opportunity to raise other issues not on the agenda)
Date and location of next meeting.
Common variations include a ‘correspondence’ for groups such as a lobby/campaign group who will be keenly interested in the responses to their lobbying. Sometimes if a major decision is looming it is better to separate the debate from the decision - having the debate at a meeting and making the decision at a subsequent meeting.

What is a ‘consent’ agenda?

This is an idea popularised in USA and is really for larger organisations with lengthy agendas mainly consisting of reports or committees burdened with items that they are required to deal with by a regulator or government body. Rather than wade through the whole agenda at the meeting the committee members read the reports before the meeting, clarifying any points directly with the relevant members of staff. At the start of the meeting it is then only necessary to pass the consent part of the agenda without discussion and move on to the rest of the agenda. The theory is that it saves time which can then be used for in depth discussion of important topics. It’s use is quite contentious and is not really suitable for small organisations. The use of consent agendas has not generally caught on in the UK.

 

26. AGMs

 

AGMs

Organisations tend to fall into one of two broad categories. Those with a separate membership and those without. For those without – the committee are effectively both the members and the governors – there is no distinction. For those with a membership the Annual General Meeting (AGM) is the main mechanism for the members to influence the committee. Firstly by electing the committee members and secondly by passing resolutions that influence how or what the committee does. It is also the main opportunity for the committee to report on their activities and be held to account for them by the membership. Ultimately, if the members feel that the committee has not done a good job they can elect a new committee (NB only if all places are contested each year. In some committees there is a system of overlapping terms of office so only a third are elected each year).
AGM tend to have two main roles.
1. Fulfilling a legal/constitutional obligation
2. A broader role of the AGM.

What legal and constitutional obligations are there in relation to AGMs?

Your constitution may or may not have something to say about AGMs. If it does then you should follow it. If it says nothing then you may still be legally obliged to hold an AGM depending on your legal status. Up until October 2007 all companies (limited by guarantee or shares) were required to hold an AGM. New legislation has removed this requirement unless the constitution specifically requires an AGM to be held. Registered charities that are associations must hold an AGM. Trusts that are not incorporated usually don’t have to hold one. [Refer to your regulatory body for precise requirements.] Generally the requirement is to carry out a process to elect the committee, approve the committee’s annual report and approve the accounts. Larger organisations may also be required to formally chose the auditor for the following year. If you have any doubts, or need clarification it may be wise to seek advice. A good source of accurate advice regarding AGMs is your auditors, who will hopefully answer you question free of charge. Or try the Charity Commission.

What is the broader role of the AGM?

The legal duties above fulfil the minimum requirements to elect the committee and for the committee to be held to account. However, many groups and associations will find this to be a bare minimum, particularly in relation to holding the committee to account and general communication between members and the committee. Many organisations have evolved quite elaborate mechanisms to take the AGM beyond mere legal compliance to an opportunity for real dialogue between the members and the committee. AGMs can also be a useful opportunity to present yourselves to your wider audience – from the general public, to people you think should be members, to those you are seeking to influence or work with or raise funds from. To make the AGM more interesting to these groups it is common to include some activity that will interest them, such as a talk or debate, an awards ceremony, or some social/cultural activity for example music or dance. Ambitious AGMs may combine two or more of these ideas.

Do we have to have an AGM?

Yes, if your constitution requires it or if you are incorporated (i.e. a registered company), or a charitable association. Charitable Trusts in general don’t have to but read your constitution carefully as some are required to hold an AGM anyway by their constitution.

Should we hold an AGM even if we’re not legally obliged to?

An AGM can be a useful opportunity to promote yourselves. See ‘The broader role of the AGM’ above. Think about what it is you want to achieve and who your potential audience is.

How do we organise the AGM?

The same principles of committee organisation apply, but bear in mind that you will probably need to give more notice of the meeting to more people. The housekeeping arrangements will also require more thought as generally you will need a bigger room , more catering and so on. There are several good guided to running an AGM available; try Charity Commission CC48, Fife CVS, or the old (but good) Nacvs guide Part 1 and Part 2.

Between AGMs how should the members and the committee communicate?

The AGM is the peak event in most organisations year, bringing members and the committee together in place for several hours. But don’t forget about communication the rest of the year. There should be processes that keep members in touch with the latest committee activities and processes that allow members to communicate back to the committee. By far the commonest mechanism is the Newsletter – but this needn’t be the only one or even the main one. The internet has great potential for communication between the committee and members with the added benefit that it’s free to use (provided your members have computer and internet access), whereas the cost of paper newsletters can be considerable. Other options are
Regular consultation meetings.
Holding some committee meetings as ‘open’ meetings.
Designating some committee members to link up with certain constituencies.

 

27. Assessing the committee's performance

 

How does a committee look at itself?

There is a whole continuum of reflection (and development) that a committee can undertake, depending on time and resources available. At its very simplest level it might involve doing some very basic things such as taking 5 minutes at the end of a meeting to find out what the committee thought about the meeting; was there enough time to debate the issues? Was there enough information to base the decisions on? Could the information be better presented? Would some committee members like a chance to talk with someone about the agenda before the meeting?

How do we assess how well we are doing?

There are a whole range of quizzes and questionnaires (‘assessment tools’) that a committee can use. However, they tend to have a number of weaknesses;
They often focus on one aspect of governance. For instance they may focus on the committee structure and so will ask questions such as, ‘do you have a constitution? Etc
They are often very subjective. For instance you may get a questions such as ‘are all the committee members familiar with the mission of the organisation?’
They are often either excessively long (80+ questions) or so brief and subjective as to be almost worthless.
This is an extensive topic and merits its own chapter.
For a sample of a reasonable governance assessment questionnaire click here.

What approaches can we take to strengthen governance?

First read the previous item. Once you have tried some method of assessing how you are doing will you have an indication of what aspects need strengthening.
One popular and effective approach is to set aside some time together to look in more depth at a topic than a meeting allows. Generally termed an ‘away day’ in the UK (or ‘retreat’ in US literature).
It can be very helpful for the whole committee to spend a day together every year or so. Common themes for such days are; reviewing your past performance and looking to the future; considering in detail a particularly difficult problem or decision; clarifying matters. Whole books have been written on organising and running away days; thought must be given to timing, venue, equipment, refreshments and most importantly a good agenda.

What should we look at on an away day?

Here are three ideas that deal with common committee scenarios.
Awayday 1. If many people are involved on the committee and all take different roles then one option is to cover a wall with paper and get everyone to draw an organisation chart with everyone and their roles and the connections between them.
Awayday 2. If there is basic agreement about the core activities then it can be useful to go through the activities one at a time looking at them from the perspective of the past, the present and the future. Future plans can them be tested against resources, people, money, time etc.
Awayday 3. For committees who lack consensus it can be useful to spend time setting priorities to gain some consensus on the organisations priorities and direction. Sometimes it can be helpful to spend time exploring underlying assumptions and values in order to better inform these decisions.

 

28. Patrons

 

What is a patron?

A patron is someone who agrees to lend their name to your organisation as a way of supporting you.

What is the purpose of having a patron?

A Patron can help you get noticed, add prestige or lend credibility to your cause. Ideally all of the positive attributes of your patron will rub off on your organisation.

Are all Patrons the same?

No, patrons fall into a number of categories and each can help you in a particular way.
~ A celebrity can help you raise your public profile by getting you publicity.
~ A politician can help you open doors and make you more credible to many people.
~ A scientist or expert in your area of work will lend weight and gravitas.
~ An establishment figure (such as a royal) may do all of the above.

How do we go about finding a Patron?

1. Think about the sort of Patron who will be best for your organisation (see previous question) and the sort of things you would like from them. This is generally the hardest part of the process and you may need to have many conversations and brainstorming sessions before you have a shortlist of possibilities.
2. Target likely individuals.
3. Approach the individuals with a letter that set outs who you are, what the organisation does and what you would expect of a patron. Do make use of anyone associated with the organisation who has a credible link to the Patron to make the initial approach.
4. Follow up the initial approach with offers to meet them, invitations to events, open days or activities.
5. Make a clear proposal in writing.
6. If ‘yes’ follow up with a conversation clarifying expectations that is then put in writing in a letter of agreement. If ‘no’ thank them for their interest and ask if there is some other way that would like to contribute (i.e. donation of money, item to be auctioned, etc).

What does the patron actually do?

Generally very little apart from allow their name to be associated with your organisations. Exactly what the Patron does varies from situation to situation so clarify expectations in a letter of agreement at the start of the relationship. If you do expect your Patron to perform any specific function (such as open the AGM or chair an annual fundraising debate) then it is vital that this is absolutely crystal clear and agreed in writing. Mismatched expectations will quickly sour the relationship.

What are the Patrons responsibilities?

Generally Patrons are not trustees/management committee members so they do not attend meetings and do not carry any responsibilities or liabilities. Make sure that this point is clarified in the initial letter of agreement.

What tends to go wrong?

As in all relationships things can go wrong. The three commonest situations are:
~ Patron and organisation loose touch
~ Patron is of little value (celebrity status fades, political contacts go stale, and so on)
~ Patron becomes a liability (negative press, involvement in scandal and so on)

In the first case it is important to keep in regular contact, adding the Patron to the newsletter database and making sure that the chair contacts the Patron once or twice a year by phone or letter. However, some Patrons (such as musicians and actors who tour incessantly) may in practice be out of contact for long periods. Using their name and photo may still be worthwhile. However, if you wish to end the relationship follow the steps in the agreement letter.

A Patron who seems of little value poses a dilemma. Provided they are not having a negative impact it may be worth hanging onto them until you can recruit a new Patron. And even an obscure Patron can help lend some credibility to your organisation. If you do decide to change patrons, to save face you can give the old Patrons the title Emeritus Patron or Former Patron and still invite them to an event each year.

A Patron who becomes a liability should be dropped swiftly (this would constitute ‘exceptional circumstances’ and the notice period set out in the model letter of agreement would not apply). Bear in mind that in practice this may be difficult if their photo is on the cover of the annual report, and their name on your letterhead, though it will be easy enough to remove them from your website.