POLICY
Meetingsof the Board of Directors & Governance
Policy Number: MACE001
Date Approved by the Board: 09-06-2015
Revision Date: June 2017
Purpose:
The purpose of this policy is to promote the practice of good governance, as well as to facilitate efficient Board meeting procedures and decision-making processes during meetings of the Board of Directors (BoD) of MACE.
Scope of Application:
The policy applies to all Directors of MACE – both at national and regional levels– who are required to participate in meetings of the Board of the organisation, as well as those persons who are co-opted to serve on the Board from time to time. The policy should also be read in conjunction with the Memorandum of Incorporation (MoI) of the organisation.
Context and Roles:
The Board is structured and functions in accordance with the provisions of the MoI:
  1. Board Composition and Terms of Office
The national Board of Directors (BoD) is comprised of the National Chairperson, Deputy-Chair, Secretary/Treasurer, the Regional Directors from each of the six regions, as well as the Director: Excellence Awards and Director: Annual Congress. The latter two are co-opted onto the Board for those specific purposes. In addition, Honorary Members are entitled to attend any meetings of the Board – in an advisory capacity and without voting rights.
Directors serve on the Board for a term of two years and are eligible for re-election for a maximum of one further term, with the exception of the Congress Director, who serves for a period of one year only and the Excellence Awards Director, who is co-opted by the Board into this role. The latter is annually ratified for the period that the Director serves. Casual vacancies on the Board are filled by co-opting members – preferably from members serving on regional structures.
  1. Roles and Sub-committees
Directors each focus on an area of responsibility (or “portfolio”) in order to structure their responsibilities and the Board is also entitled to form any number of sub-committees with a view to executing specific tasks/projects.
  1. Overall Role and Responsibilities of the Board
The Board is responsible for the overall well-being of MACE and in particular, the BoD focusses on ensuring the good governance of the organisation, the formulation of appropriate strategies/programmes, overseeing legal compliance, the benchmarking of quality services, facilitating longer-term financial sustainability, implementing policy matters and fostering excellent stakeholder relations.
The main programmes of the organisation are focused on MACE’s mission and, inter alia, include the areas of professional development, facilitating information-sharing/networking among practitioners/member organisations and providing recognition for excellence within the HE and TVET sectors.
  1. The Executive Committee (EXCO)
In practice, the Board delegates much of the operational management to EXCO, consisting of the Chairperson, Deputy-Chair and Secretary/Treasurer. This structure also deals with the financial matters, auditing and legal compliance or reporting responsibilities of the organisation that are managed by the Secretary/Treasurer. Two of the members serving on EXCO are given power of attorney to represent the authorized signatories for effecting bank transactions on behalf of MACE.
Guidelines and Rules:
The following principles guide the functioning of the Board:
  1. Regularity of Meetings
In accordance with the MoI, Directors of the Board meet on a quarterly basis. In practice, the location for each of these meetings is rotated between various member institutionsthroughout the year – often hosted by one of the Directors serving on the Board who also represent a member institution of MACE. The “fourth” meeting of each year is planned in order to coincide with the date and venue of the Annual Congress of the organisation.
  1. Reimbursement of Expenses
Directors travel to these meetings and arrange for accommodation themselves, at their own (that is, at their institution’s) expense and they are not reimbursed in this regard by MACE. Where necessary, the costs of venue hire and refreshments are borne by MACE, but most often these expenses are paid for by the host institution.
  1. Meeting Agendas and Minutes
The Secretary/Treasurer is responsible for preparing an agenda for the ensuing meeting in consultation with the Chairperson. The agenda, along with the minutes of the previous meeting and any supporting documentation, is then circulated to the Directors at least ten days prior to the actual meeting date. The Secretary/Treasurer is also responsible for taking the minutes of each meeting, including the register of attendance.
  1. Presiding Officer at Board Meetings
The Chairperson presides at each meeting of the Board and in her/his absence, the Deputy Chair presides; and in her/his absence, the Directors will appoint a Presiding Officer for the meeting.
  1. Quorum Requirements, Decision-making and Voting
Fifty percent plus one of the members is required to form a quorum. Decisions are taken after discussion, on a consensus basis. In matters requiring a decision to be taken by means of casting a vote, each Director has one deliberative vote and in the event of an equality of votes, the Chairperson has a casting vote.
  1. Conduct at Board Meetings
The following guidelines aim to facilitate efficient Board processes and functioning:
6.1Good Governance and Due Diligence
In dealing with all matters that impact MACE and its well-being, the Directors apply the principles of good governance as defined by the King Code of Good Governance III and in particular, invoke the value of due diligence – that is, to act in the best interest of the organisation and its members, without regard for self-interest.
6.2Preparation for and Active Participation during Board Meetings
Board members are required to be fully prepared for a meeting of the Directors, in accordance with the agenda provided by the Secretary/Treasurer. This requirement often implies proper consultation by Regional Directors with institutional members, prior to attending the Board meeting. Directors are also expected to report back on the actions/tasks agreed to during the preceding meeting and furthermore are under obligation to actively partake in the deliberations and decision-making process.
6.3Accountability and Transparency
Directors are expected to act in anaccountable manner and to disclose all relevant information in the interest of transparency to their fellow Board members.
6.4Conflict of Interest
Board members may not have any interest or derive a benefit from any contract that the BoD might conclude with a service provider and where such interest might exist, the Director shall both declare his/her interest and will altogether recuse himself/herself from the decision-making process.
6.5The Principles of Justice and Fairness
Board members shall independently and jointly apply the universal principles of justice and fairness in weighing options and making choices, including the notion of remaining sensitive to the transformation needs within the HE and TVET sectors of South Africa.
6.6Meeting Attendance, Apologies and Proxies
Directors are expected to attend all four Board meetings throughout the year, along with the Annual General Meeting (AGM) of the organisation. Should a Director be unable to attend a meeting, a formal written apology is to be submitted to the Secretary/Treasurer in advance of the meeting, stipulating the reason for his/her intended absence, which will be so recorded on the register. In addition, an absent Director is entitled to give his/her proxy to the Chairperson or another Director who will be attending the ensuing meeting.
6.7Dispute Resolution
In the event of a disagreement that cannot be resolved under the leadership of the Chairperson or among the Directors themselves, the Board will call on one of its Honorary Members to act as mediator with regard to the dispute at hand.
  1. Termination of Board Membership
A member of the Board may terminate his/her Directorship by tendering written notice thereof to the Chairperson, who will table the resignation at the next Board meeting. In addition, a Directorship may be terminated by the Board in instances where a Director is proven to be either unable/unwilling to fulfil his/her responsibilities; when a Director brings the organisation’s reputation into ill repute;should a Director become of unsound mind; or when the Director has failed to attend three consecutive Board meetings, without submitting prior, written apologies that were acceptable to the Board.

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