July 2015
To be accompanied by SCoD Articles of Association
“A society where deaf people have equal access, rights and citizenship.”
List of Contents
Part one:
Page 3: Board Members
Page 4: Organisational Chart
Page 5: The Board Standing Orders
Page 8: A Guide to Good Trusteeship
Page 13: Convenor’s Job Description and Person Specification
Page 15: Vice Convenors Job Description & Person Specification
Page 16: Treasurer’s Job Description & Person Specification
Page 18: Role of Company Secretary
Page 18: SCoD Sub Committee – ICT
Page 19: SCoD Sub Committee – Corporate Services
Page 22: Communication
Page 24: Corporate Identity
Page 26: Travel & Subsistence
Page 26: Cross Party Group on Deafness
Page 27: Guidance for Representing SCoD
Board Member Membership
1. Donald Richards
C/O Donaldson’s School
Preston Road
Linlithgow
West Lothian
EH49 6HZ e-mail:
2. Andy Irvine
Commtacs Ltd
122 Kirkwall Avenue
Blantyre G72 9NX e-mail:
3. Graham Findlay
C/O North East Sensory Services
21 John Street
Aberdeen
AB25 1BT e-mail:
4. Alana Trusty
C/O Deaf Links
Tayside Deaf Hub
The Old Mill
23 Brown Street
Dundee DD1 1LL e-mail:
5. Mary Watt
Millhouse
Station Road
Gifford
East Lothian
EH41 4QL e-mail:
6. John Brownlie
C/O Sign Video
Central Chambers
93, Hope St
Glasgow
G2 6LD e-mail:
7. John Gill
Millbrooke
Upper Knockbain Road
Dingwall
IV15 9NR e-mail:
THE SCOTTISH COUNCIL ON DEAFNESS
Organisational Chart
National Council Board
Chief Officer
The Board Standing Orders
1. Meetings
The Board shall meet not less than 4 times a year.
2. Membership
Membership of The Board shall be for three years. On a rotational basis, at the end of the three year period, a member may be elected for a further three years, after which at least one year must elapse before that person can be eligible for re-election.
Up to one third of the membership, on rotation shall retire annually. Members should give notice of their intention to retire or stand for re-election if eligible, three months prior to the relevant date.
The Board may, at their discretion, co-opt any person or persons to attend their meetings to advise them on any appropriate subject on which they need specific guidance. The person or persons so invited will be there in an advisory capacity and have no voting powers.
3. Convenor and Vice Convenor/Treasurer and Vice Treasurer/Company Secretary
The appointments of these will take place at the first meeting of the Board following the Annual General Meeting and shall normally terminate on the date of the first committee meeting following the Annual General Meeting in the succeeding year. The Board elects the Office Bearers.
4. Vacancies
Vacancies in the offices of the Convenor and Vice Convenor not due to expiry of the normal period of tenure shall be addressed as follows:
a) Convenor – The Vice Convener shall automatically succeed and shall act as Convenor (unless or until) he /she shall invite the Board to make another appointment. In either case, the person appointed shall hold office until the expiry of the term of office of the person being replaced had they not resigned.
b) Vice Convenor – The Board shall, at its next meeting, appoint a successor who shall hold office until the expiry of the term of office of the person being replaced, if they had not resigned.
c) Treasurer – The Vice Treasurer shall automatically succeed and shall act as Treasurer (unless or until) he/she shall invite the Board to make another appointment. In either case the person shall hold the appointment until the expiry of the term of office of the person being replaced had they not resigned.
d) Vice Treasurer – The Board shall, at its next meeting, appoint a successor who shall hold office until the expiry of the term of office of the person being replaced, if they had not resigned.
e) Company Secretary – The Board shall, at its next meeting, appoint a successor who shall hold office until the expiry of the term of office of the person being replaced, if they had not resigned.
5. Special or Standing or Sub-committees
These may be appointed as and when necessary by the Board, which shall determine their terms of reference, powers, duration and composition. Chairs of the sub-committees should be members of the Board. Such committees shall report back to the Board as soon as possible all their acts and proceedings.
6. Rules of Procedure at Meetings
1. Quorum – The quorum at a meeting of the Board will be five members.
2. In the event of a quorum not being attained at any time during a meeting of the Board the remaining members shall conclude the business in accordance with the agenda. Their conclusions shall consequently be only recommendations to the Board, which at its next meeting shall determine such recommendations should or should not be implemented.
3. Decision making electronically is permissible. Copies of agreement emails should be held on file as evidence (paper & electronic).
4. Voting – All questions arising at a meeting of the Board shall be decided by a simple majority of those present and entitled to vote. In the case of an equality of votes the Convenor at the meeting shall have a second or casting vote.
5. Minutes – The Minutes of meetings of the Board shall contain a record of all proceedings, resolutions and decisions. The Minutes will be approved at the following meeting of the Board.
6. Standing Orders - The Board shall have power to adopt and change standing orders for the Council and its committees. Such standing orders which will be consistent with and complementary to the terms of the Articles of Association.
7. Termination
A member of the Board shall automatically vacate office if s/he is absent (without permission of the Board) from three or more consecutive meetings of the Board, and the Board resolve to remove her/him from office.
8. Bank Accounts
The Board will authorise a staff member and/or the Treasurer to open bank accounts and manage accounts as appropriate/as necessary.
Cheques drawn on the SCoD’s account require two signatures. These signatures can be any of four (or more) signatories, decided by the Board and lodged officially with the Bank.
Transfers between the Council’s Accounts can be made by any one of the signatories for signing of cheques.
Online banking: SCoD requires the appropriate authorisation in place prior to the payment transaction being made. (Authorisation can be via email. If it is made by telephone an email to confirm the conversation & authorisation note should be kept).
Delegated authority may change from time to time and should meet recommended good practice. Changes are to be recorded formally in Board records, minutes of meetings and letters to the bank. Letters to the bank should be signed by both the Convenor and the Chief Officer or another nominated signatory as we require two to make changes.
9. Staff
The Board shall be responsible for the appointment of the Chief Officer – either by an appointing committee made up of the Board members, or by endorsing a recommendation from a specially constituted ad hoc committee or recruiting company.
The Chief Officer will be responsible for the day to day running of the SCoD and shall present a report at each of the Board meetings. The Chief Officer will be responsible for recruitment of other posts that may also be required to prepare and provide reports to the Board. Recruitment will be in line with current best practice, utilising Board members and key stakeholders during the recruitment and interviewing processes.
10. Amendments
Amendments to the foregoing Standing Orders may be made at any meeting of the Board with notification being intimated of the change or changes via the Agenda of the Meeting.
A GUIDE TO GOOD TRUSTEESHIP
This document gives advice to SCoD’s trustees who are members of the Board about their responsibilities and behaviour. This document is based on models and information from OSCR, SCVO, (both Scotland), NCVO and ACEVO (both Britain).
What is a trustee?
A trustee (can be a Director/Trustee) is a person who is a member of a group of people responsible for managing the financial and legal affairs of an institution or organisation. We will use the term Trustee generally however both Trustee and Director apply. The lead employee is the Chief Officer (in the past the post was called Director). The title was changed to avoid confusion.
SCoD is a Company and a Charity so Trustees/Directors have responsibilities to meet Charity and Company Law. In legal terms, should there be any conflict, the Company Law would take precedence.
All SCoD’s Trustees including nominees from member organisations are individual members of the Board and in law it is as individual members they have a responsibility to make sure that all SCoD’s money and investments are used only for what is written in SCoD’s constitution and in funding agreements. Please be clear, it is the individual, not the nominating organisation that is legally responsible. These individuals are required to make decisions in the best interests of SCoD. This may occasionally be at odds with members and/or particularly nominating member organisation’s interests, which underlines the necessity for the proper management of any conflict of interest.
The Board is covered by insurance so that individual Members of the Board do not have any personal financial responsibility if things go wrong however the insurance is subject to the Board’s ability to demonstrate it is fully, legally compliant. Ignorance is not a defence in law.
Each SCoD trustee has a responsibility to make sure that SCoD is a viable organisation. This means that SCoD needs to have enough money in the bank to cover all its responsibilities – bills, expenses, staff costs. If, at any point, a Trustee or a group of Trustees become aware of any reason as to why SCoD cannot carry on as an organisation, the trustee(s) must make the other trustees and the Board aware of this so that steps can be taken to make sure SCoD becomes a viable organisation again or to shut the organisation down.
Introduction
The specific responsibilities of Boards are to make sure:
· The organisation is clear in its purpose and direction. The Board should put together a working plan every three/five years.
· All decisions taken are in line with and protect the principles and purpose of the organisation as written in its articles of association.
· Assets are protected and used properly for and by the members of the organisation and the staff, paid and volunteer.
· That the organisation is effectively managed and works within its policies, guidance, budget and the law
· Recruitment and supervision of all staff according to SCoD’s policies and procedures
· The organisation is accountable to funders, its members, its users and the public
· The Board is representative of the membership and that it works properly
All Trustees will be appointed following due process and expected to undertake any training and development necessary to fulfil their responsibilities.
Code of Conduct
This code applies to all SCoD Board Trustees together with their legal duties and responsibilities.
This Code of Conduct is not a list of Trustees’ legal duties, although many of the elements of the code are based on legal principles. The conduct and practices recommended in this Code go beyond what the law requires in some respects, but they are nevertheless fully consistent with the law.
Purpose of the code
a) To set out the relevant standards expected of SCoD Board in order to continue the highest standards of honesty and stewardship;
b) To ensure that SCoD is effective, open and accountable as an organisation; and
c) To ensure a good working relationship with the Chief Officer and his/her staff.
Stewardship is a system of moral standards and/or principles that shows responsible planning and management of the organisation’s resources. It is about looking after SCoD’s assets so that SCoD’s members and deaf people in Scotland have the maximum benefit from the work that SCoD does.
The Code
General
- Individual Board Members must act with honesty and good sense; and should take and consider professional advice on anything that they do not have knowledge of themselves.
- A Board Member must direct the organisation and all its assets in the interest of current, potential and future members and users of SCoD.
- Individual members should hold themselves responsible to SCoD’s members, service users, funders and the public for the Board’s decisions, the performance of the Board and the performance of the organisation.
- Individual members must not get any financial or other benefits for themselves, their families or their friends from their trusteeship of the charity. Nor must an individual member try to use his/her position as trustee to gain a customer advantage within the organisation e.g. bypass the usual tendering process to gain a contract or to get an interview for a job with SCoD. The Board should make sure that there are clear written policies, for example, on claiming of expenses by Board Members.
- A Board Member must not make any promises to or take any money from anyone or any organisation that would mean that the individual or the organisation gets a benefit from SCoD that they are not entitled to.
- Board Members must not do anything that could damage SCoD’s reputation; or the staff individually or as a group; and should not take part in any activity which is in conflict with SCoD’s objectives.
- Board Members must make decisions together and take joint responsibility for them. The extent to which any one member or a small group of members is allowed to speak for or take action on behalf of the organisation or the Board must (subject to any specific constitutional rules) be a matter for the whole Board to decide together. Such decisions must be written down in the minutes of the meeting where the decision is made.
- Individual people who represent SCoD’s National Council members and are elected to be on SCoD’s Board must accept that their only responsibility in this position is to be a Trustee of SCoD representing all member organisations and not solely or particularly the organisation that has nominated them. Board meetings will only deal with the business of managing SCoD as an organisation, and not with issues to do with an individual member organisation.
Responsibilities