B: Standing Orders

V4 March 2016

FOREWORD

This document provides a regulatory and business framework for the conduct of theBoard of Directors, and where appropriate, the staff and members of Locala Community Partnerships CIC. This framework is set out as follows:

1.INTRODUCTION

  1. THE BOARD OF DIRECTORS
  2. Roles and Responsibilities
  3. Companies Act 2006
  4. Composition of the Board of Directors
  5. Appointment of the Chairman and Non Executive Directors
  6. Terms of Office of the Chairman
  7. Appointment of Vice-Chairman

2.7 Appointment of the Company Secretary

  1. MEETINGS OF THE BOARD OF DIRECTORS
  2. Private Board meetings
  3. Observers at Board meetings
  4. Meetings and Quorum

3.7 Notice of Meetings

3.11.Setting the Agenda

3.13. Petitions

3.14. Chairman of Meeting

3.16 Notices of Motion

3.17 Emergency Motions

3.18 Contents of Motions

3.19 Withdrawal of Motion or Amendments

3.20 Motion to Rescind a Resolution

3.21 Motions

3.22 Chairman’s Ruling

3.24 Voting

3.31 Minutes

3.34 Joint Directors

3.35 Suspension of Standing Orders

3.40 Variation and Amendment of Standing Orders

3.41 Record of Attendance

  1. ARRANGEMENTS FOR THE EXERCISE OF FUNCTIONS BY DELEGATION

4.2Schedule of Matters reserved to the Board and Scheme of Delegation

4.3 Emergency Powers

4.4 Delegation to Committees

4.5 Delegation to Officers

4.9 Overriding Standing Orders

  1. COMMITTEES
  1. DECLARATIONS OF INTERESTS AND REGISTER OF INTERESTS

6.1 Declaration of Interests

6.7 Register of Interests

  1. DISABILITY OF CHAIRMAN AND DIRECTORS IN PROCEEDINGS ON ACCOUNT OF PECUNIARY INTEREST
  1. STANDARDS OF BUSINESS CONDUCT POLICY

8.2 Interest of Officers in Contracts

8.4 Canvassing of, and Recommendations by, Directors in Relation to Appointments

8.7 Relatives of Directors or Officers

  1. MEMBERS
  1. RESOLUTION OF DISPUTES
  1. MISCELLANEOUS

10.1 Review of Standing Orders

10.2 Vice Chairman

10.3 Notice

10.4 Confidentiality

  1. INTRODUCTION

1.1Locala Community Partnerships CIC (Locala) is a Community Interest Company Limited by Shares.

1.2The Company has Members, a Members’ Council, and a Board of Directors. It also has a Secretary.

1.3The Company’s objects are set out in its Articles of Association.They also state that:

  • The Board of Directors may make standing orders for the conduct of their meetings (paragraph 10.5.8).
  • The Board of Directors manages the affairs of the Company and may exercise all of its powers – subject to the Articles of Association (paragraph 6.8).
  • The Board of Directors may make regulations setting out other provisions in addition to the Articles of Association. Such regulations shall not be inconsistent with the Articles (paragraph 6.2.2).

1.4The Board of Directors have a number of obligations in relation to the membership of Locala, in particular with regard to the Members’ Council. For further details on these matters please refer to the ‘Members’ Council Operating Framework and Membership Policy’.

1.5Locala has a Code of Conduct for the Board of Directors. Its purpose is to provide directors with clear guidelines as to their standard of behaviour, responsibilities, and best practice in fulfilling their obligations. All board directors, on appointment, are required to subscribe to this Code of Conduct and complete and sign a Code of Conduct Declaration to confirm that they will comply with the Code in all respects and that they support the company’s objectives, purpose, vision and key objectives.

2. THE BOARD OF DIRECTORS

2.1 Roles and Responsibilities of Directors:

The Board of Directors is the body which:

  • exercises all the powers of Localaon its behalf,
  • is held to account for all the activities of the organisation and
  • is responsible for ensuring that Locala operates properly andeffectively.

The Board of Directors is responsible for the day-to-dayoperational and strategic management of Locala.

The Board of Directors shall be primarily concerned with ensuring thefinancial viability of the organisation, assessing and managing business riskand holding financial and legal responsibility for the organisation. They arealso accountable for ensuring that the highest clinical standards are maintained.

The Board of Directors shall:

2.1.1 exercise all the powers of Locala on its behalf

2.1.2 set the vision, values and priorities of Locala in consultationwith the Members’ Council;

2.1.3 provide strategic leadership and direction;

2.1.4 develop strategies and plans for the future;

2.1.5 have oversight of operational activity ensuring targets andobjectives are set and achieved, and the highest clinical and quality standards are met;

2.1.6 have collective responsibility for control of monies and management of risk;

2.1.7 approve the policies of Locala.

2.1.8 establish sub-committees which will ensure that the Board ofDirectors effectively exercises its functions to ensure that Localaobjectives are met and that probity is maintained.

All decision making will be based on principles of sound governance(corporate, clinical and research), with due discussion and diversity indebate, and with appropriate and timely documentation to supportevidence based decision making.

2.2 Companies Act 2006

Notwithstanding the roles and responsibilities set out in 2.1 each Director is responsible for exercising their statutory duties under the Companies Act 2006. This maintains a primary duty on directors to act in the interests of shareholders. However it also requires that in fulfilling this duty directors specifically have regard to a number of other matters including the likely consequences of any decision in the long term; the interests of the company’s employees; the need to foster the company’s business relationships with suppliers, customers and others; and the impact of the company’s operations on the community and the environment.

2.3 Composition of the Board of Directors

The composition of the Board of Directors shall be as set out inparagraph 10.1 of the Articles of Association i.e.it shall compriseof Executive Directors and Non-Executive Directors,as follows:

  • there shall be a minimum of three non-executive Directors, one of whom is to be Chair;
  • One of the executive Directors is to be the Chief Executive, one is to be theFinance Director, and one is to be a health care professional.
  • Not less than half of the Directors shall be non-executive Directors.
  • The Chief Executive will be accountable in his/her role to the Board of Directors andto the Members through the Members’ Council.

2.4 Appointment of the Chairman and Non Executive Directors

The Chairman and Non-Executive Directors shall be appointed by the Members’ Council in accordance with paragraph 10.3 of the Articles.

2.5 Terms of Office of the Chairman

The provisions governing the period of tenure of office of theChairman and the termination or suspension of office of the Chairmanare contained in paragraphs 10.3 and 10.4 of the Articles of Association i.e.

  • Non-executive directors shall hold office for specified periods of no more than three years each.
  • ANon-Executive director may not hold office for more thansix consecutive years. This is subject to 10.4.3 of the Articles of Association which states that: In exceptional circumstances, a non-executive director may hold office for more than six consecutive years if during the sixth year of a non-executive director’s term of office the Members’ Council gives its consent to that non-executive director serving up to a maximum of a further three years immediately following what would otherwise be the end of the non-executive director’s term of office.

2.6 Appointment of Vice-Chairman

The Board of Directors shall appoint a Non-Executive Director as Vice-Chairman in accordancewith paragraph 10.3.5 of the Articles.

2.7 Any Non-Executive Director so appointed may at any time resign from

the office of Vice-Chairman by giving notice in writing to the Secretaryto Locala and the Board of Directors of Locala may thereuponappoint another Vice-Chairman.

2.8 The Vice–Chairman may preside at meetings of the Board of Directors in the following circumstances: when there is a need for someone to have the authority to chairany meeting of the Board of Directors when the Chairman isnot present; oron occasions when the Chairman declares a pecuniary interestor other interest in accordance with paragraph 10.6.3 of the Articles that prevents him from taking part in theconsideration or discussion of a matter before the Board ofDirectors.

2.7 Appointment of the Company Secretary

The Board of Directors shall appoint and remove the Company Secretary in accordance with paragraph 14.5.1 of the Articles.

3. MEETINGS OF THE BOARD OF DIRECTORS

3.1 Private Board meetings

Subject to the approval of the Board of Directors Board meetings will be held in private. A summary of the minutes from Board meetings will be published for Members to demonstrate how decisions were made. These will exclude any commercially sensitive information or other discussions of a confidential or sensitive nature. Furthermore, Directors and Officers or any employee of Locala in attendance shall not reveal or disclose commercially sensitive information or discussions of a confidential or sensitive nature.

3.2 Observers at Board meetings

Locala will decide what arrangements and terms and conditions itfeels are appropriate to offer in extending an invitation to observers toattend and address any of the Board's meetings and may change,alter or vary these terms and conditions as it deems fit.

3.3Meetings and Quorum

The frequency of Board meetings and what constitutes a quorate meeting is set out in the Articles of Association – paragraphs 10.5.1-3 i.e. that:

  • The Board of Directors shall hold at least four meetings each year.
  • Four Directors including not less than two non-executive Directors shall form a quorum.
  • Directors may be counted in the quorum, participate in and vote at meetings of the Board by telephone, video or other electronic means.

3.4 The Chairman of Locala may call a meeting of the Board at anytime. If the Chairman refuses to call a meeting after a requisition forthat purpose, signed by at least one-third of the whole number ofDirectorshas been presented to him/her, or if, without so refusing, theChairman does not call a meeting within seven days after suchrequisition has been presented to him/her at the Locala’s Headquarters,such one third or more Directors may forthwith call a meeting.

3.5 If the Chairman or Director has been disqualified from participating inthe discussion on any matter and/or from voting on any resolution by reason of the declaration of a conflict of interest (see Standing Order 6or 7) he shall no longer count towards the quorum. If a quorum is thennot available for the discussion and/or the passing of a resolution on

any matter, that matter may not be discussed further or voted upon atthat meeting. Such a position shall be recorded in the minutes of themeeting. The meeting must then proceed to the next business.

3.6 Theabove requirement shall not apply where the Executive Directors are excludedfrom a meeting (for example when the Board considers therecommendations of the Remuneration Committee).

3.7 Notice of Meetings

Before each meeting of the Board, a notice of the meeting, specifyingthe business proposed to be transacted at it, and agreedby theChairman or by an officer authorised by the Chairman to agreeon hisbehalf shall be delivered to every Director, or sent by post to the usualplace of residence of such Director, so as to be available to him/her atleast three Working Days before the meeting.

3.8 Want of service of the notice on any Director shall not affect thevalidity of a meeting or any decision made thereat.

3.9 In the case of a meeting called by Directors in default of the Chairman,the notice shall be agreedby those Directors calling the meeting andno business shall be transacted at the meeting other than thatspecified in the notice. Failure to serve such a notice on more than three Directors will invalidate the meeting. A notice shall be presumed to have been served one clear Working Day after posting.

3.10 Agendas and available supporting papers should be sent to Directors despatched nolater than three clear Working Days before the meeting, save in anemergency.

3.11 Setting the Agenda

The Board may determine that certain matters shall appear on everyagenda for a meeting and shall be addressed prior to any otherbusiness being conducted. (Such matters may be identified withinthese Standing Orders or following subsequent resolution shall be

listed in an Appendix to the Standing Orders.)

3.12 A Director desiring a matter to be included on an agenda shall makehis request in writing to the Chairman at least 10 Working Daysbefore the meeting. The request should state whether the item ofbusiness should include appropriate supporting information. Requestsmade less than 10 Working Days before a meeting may be includedon the agenda at the discretion of the Chairman.

3.13 Petitions

Where a petition has been received by Locala the Chairman shallinclude the petition as an item for the agenda of the next Boardmeeting.

3.14 Chairman of Meeting

At any meeting of the Board, the Chairman, if present, shall preside. Ifthe Chairman is absent from the meeting the Vice Chairman,shall preside. If,the Chairman and ViceChairman are absent such Non- Executive Director as the Directorspresent shall choose shall preside.

3.15 If the Chairman is absent temporarily on the grounds of a declared conflict of interest, the Vice Chairman, if present, shall preside. If, the Chairman and Vice Chairman are absent such Non- Executive Director as the Directors present shall choose shall preside.

3.16 Notices of Motion

A Director desiring to move or amend a Motion shall send a writtennotice thereof at least 10 Working Days before the meeting to theChairman, who shall insert in the agenda for the meeting all notices soreceived subject to the notice being permissible under the appropriateregulations. This section shall not prevent any Motion being movedduring the meeting, without notice on any business mentioned on theagenda.

3.17 Emergency Motions

Subject to the agreement of the Chairman, a Director may give writtennotice of an emergency Motion after the issue of the notice of meetingand agenda, up to one hour before the time fixed for the meeting. Thenotice shall state the grounds of urgency. If in order, it shall bedeclared to the Board at the commencement of the business of the

meeting as an additional item included in the agenda. The Chairman'sdecision to include or exclude the item shall be final.

3.18 Contents of Motions

The Chairman may exclude from the debate at their discretion any suchMotion of which notice was not given on the notice convening themeeting other than a Motion relating to:

3.18.1 the reception of a report;

3.18.2 consideration of any item of business before the Board;

3.18.3 the accuracy of minutes;

3.18.4 that the Board proceed to next business;

3.18.5 that the Board adjourn;

3.18.6 that the question be now put.

3.19 Withdrawal of Motion or Amendments

A Motion or amendment once moved and seconded may bewithdrawn by the proposer with the concurrence of the seconder andthe consent of the Chairman.

3.20 Motion to Rescind a Resolution

Notice of Motion to amend or rescind any resolution (or the generalsubstance of any resolution) which has been passed within thepreceding 6 calendar months shall bear the signature of the Directorwho gives it and also the signature of 4 other Directors. When any

such Motion has been disposed of by the Board, it shall not bepermitted for any Director other than the Chairman to propose aMotion to the same effect within 6 months, save that the Chairmanmay do so if he considers it appropriate.

3.21 Motions

The mover of a Motion shall have a right of reply at the close of anydiscussion on the Motion or any amendment thereto.

3.22 When a Motion is under discussion or immediately prior to discussionit shall be open to a Director to move:

3.22.1 An amendment to the Motion;

3.22.2 The adjournment of the discussion or the meeting;

3.22.3 That the meeting proceed to the next business(*);

3.22.4 The appointment of an ad hoc committee to deal with a specificitem of business;

3.22.5 That the Motion be now put (*);

3.26.6 That a Director be not further heard; or

3.22.7 A Motion to exclude the public (including the press).

(*) In the case of sub-sections denoted by (*) above, to ensureobjectivity, Motions may only be put by a Director who has notpreviously taken part in the debate and who is eligible to vote.

No amendment to the Motion shall be admitted if, in the opinion of theChairman of the meeting, the amendment negates the substance of theMotion.

3.23 Chairman’s Ruling

Statements of Directors made at meetings of the Board shall berelevant to the matter under discussion at the material time and thedecision of the Chairman of the meeting on questions of order,relevancy, regularity and any other matters shall be final.

3.24 Voting

Every question at a meeting shall be determined by a majority of thevotes, of the Directors present and voting on the question and, in thecase of the number of votes for and against a Motion being equal, theChairman of the meeting shall have a second or casting vote.

3.25 All questions put to the vote shall, at the discretion of the Chairman ofthe meeting, be determined by oral expression or by a show of hands.A paper ballot may also be used if a majority of the Directors presentso request.

3.26 If either the Chair, (or in the absence of the Chair, the Vice-chair), or at least one third of the members of the Board, asks the Secretary to circulate a resolution to all Directors to be signed, and it is returned to the Secretary signed by at least three quarters of the Directors, then it shall have the same effect as a resolution validly passed at a meeting of the Board of Directors. Each Director may sign a separate copy of the resolution and send a signed copy to the Secretary by email or any other electronic means. Clear written approval will be accepted as ‘signed’. Confirmation of the decision should be raised and minuted at the next Board meeting.

3.27 If at least one-third of the Directors present so request, the voting(other than by paper ballot) on any question may be recorded to showhow each Director present voted or abstained.

3.28 If a Director so requests, his vote shall be recorded by name upon any vote (other than by paper ballot).

3.29 In no circumstances may an absent Director vote by proxy. Absenceis defined as being absent at the time of the vote.

3.30 An officer who has been appointed formally by the Board to act up foran Executive Director during a period of incapacity or temporarily to fillan Executive Director vacancy, shall be entitled to exercise the votingrights of the Executive Director. An officer attending the Board torepresent an Executive Director during a period of incapacity ortemporary absence without formal acting up status may not exercisethe voting rights of the Executive Director. An officer’s status whenattending a meeting shall be recorded in the minutes.

3.31 Minutes

The Minutes of the proceedings of a meeting shall be drawn up andsubmitted for agreement at the next ensuing meeting where they willbe signed by the person presiding at it.