Management of Board of Trustee Meetings
Meeting Dates
1. These should be agreed and notified no later than the October meeting for the following year.
Agenda
2. A pack will be sent to all Trustees no later than 10 days prior to the meeting. This will provide advance notice of the items to be discussed at the meeting. Trustees wishing to discuss an item at the Board meeting must notify the General Secretary in writing no later than 21 days before the meeting. Supporting documentation must be submitted with the request and this will then be distributed with the pre- meeting pack.
3. If all those present at a Board meeting agree, a new item of business may be introduced on the day of the meeting. However, the item must be presented with all the supporting documentation and that documentation is reproduced for all those at the meeting to see.
Conflict of Interest or Conflict of Loyalty
4. Trustees who feel they might have a Conflict of Interest or Conflict of Loyalty must declare this at the start of the meeting and this will be dealt with in accordance with the Conflict of Interest Policy. It is a legal requirement that a Conflict of Interest or Conflict of Loyalty must be declared and should not affect any decision a Trustee might make.
Quorum
5. There shall be a quorum when at least 5 members of the Board are present at a meeting. Every matter shall be determined by a majority of votes of the members. In the case of equal votes the Chairman shall have a second or casting vote.
Minutes of Meetings
6. Accurate records of decisions (RoDs) made at meetings should be kept in accordance with the Charity Commission recommendations. These should give:
(a) the name of the charity
(b) the type of meeting
(c) the date and time of the meeting
(d) the names of those present
(e) the name and position who Chaired the meeting
(f) the capacity of those attending such as trustee or staff member
(g) any absences for agenda items due to conflicts of interest
(h) apologies for absence
7. The record of decisions should record exactly what was agreed. This should include:
(a) the exact wording of any resolution and who proposed it
(b) what information was used to make decisions (if required)
(c) how many votes were made for and against, and how many abstentions (if a votes was required)
(d) what action is needed and who will responsible for taking it
(e) the date, time and venue of the next meeting
8. Records of Decisions should be drafted by the General Secretary and presented to the Chairman no later than 10 working days following the meeting. The RoDs should be sent to all Trustees in their draft format no later than 21 days following the meeting. They will then be ratified at the following Board Meeting. A copy of the RoDs should be made available for the Auditor should they ask to see them.
Conflict of Interest or Conflict of Loyalty Policy
Background
9. Trustees have a legal obligation to act in the best interests of the Queen Alexandra’s Royal Army Nursing Corps Association (QARANC) (“the Charity”), and in accordance with the Charity’s governing document, and to avoid situations where there may be a potential conflict of interest.
10. Conflicts of interests may arise where an individual’s personal or family interests and/or loyalties conflict with those of the Charity. Such conflicts may create problems; they can:
(a) inhibit free discussion;
(b) result in decisions or actions that are not in the interests of
(c) the Charity; and
(d) risk the impression that the Charity has acted improperly.
11. The aim of this policy is to protect both the organisation and the individuals involved from any appearance of impropriety.
The Declaration of Interests
12. Accordingly, Trustees are asked to declare their interests, and any gifts or hospitality received in connection with their role in the Charity. A declaration of interest form is provided for this purpose, listing the types of interest that should be declared. To be effective, the declaration of interests will be updated at least annually, and also when any changes occur.
13. If Trustees are not sure what to declare, whether to declare or when the declaration needs to be updated, they should err on the side of caution. If Trustees would like to discuss this issue, they can contact the General Secretary for confidential guidance.
14. The register of interests shall also be used to record all gifts received by the Trustees. Interests and gifts will be recorded on the Charity’s register of interests, which will be maintained by the General Secretary.
15. The information provided will be processed in accordance with current data protection legislation and guidance. Data will be processed only to ensure that Trustees act in the best interests of the Charity. The information provided will not be used for any other purpose.
What a Trustee should do if they face a Conflict of Interest
16. If a Trustee is a user of the Charity’s services, or the carer of someone who uses the Charity’s services, they should not be involved in decisions that directly affect the service that they, or the person they care for, receive(s). They should declare their interest at the earliest opportunity and withdraw from any subsequent discussion. The same applies if they face a conflict for any other reason.
17. If a Trustee is a trustee of another charity or holds a position of authority in a Unit or Organisation requesting monetary assistance from the Charity, they should not be involved in decisions that affect the outcome of whether a grant is given or not. They should declare their interest at the earliest opportunity and withdraw from any subsequent discussion.
18. Trustees may, however, participate in discussions from which they may indirectly benefit, for example where the benefits are universal to all users, or where their benefit is minimal.
19. If a Trustee fails to declare an interest that is known to the Charity General Secretary or the Chair of the Board of Trustees, the Charity General Secretary or Chair will declare that interest.
Decisions taken where a Trustee has an Interest
20. In the event of the Trustees having to decide upon a question in which a Trustee has an interest, all decisions will be made by vote, with a simple majority required. A quorum must be present for the discussion and decision; interested parties will not be counted when deciding whether the meeting is quorate. Interested Trustees may not vote on matters affecting their own interests.
21. All decisions under a Conflict of Interest will be recorded by the General Secretary and reported in the Minutes of the Meeting. The report will record:
(a) the nature and extent of the conflict;
(b) an outline of the discussion;
(c) the actions taken to manage the conflict.
22. Where a Trustee benefits from the decision, this will be reported in the Annual Report and Accounts in accordance with the current Charities SORP.
23. All payments or benefits in kind to Trustees will be reported in the Charity’s Accounts and Annual Report, with amounts for each trustee listed for the year in question. Where a Trustee is connected to a party involved in the supply of a service or product to the Charity, this information will also be fully disclosed in the Annual Report and Accounts. Independent external moderation will be used where conflicts cannot be resolved through the usual procedures.
Managing Contracts
24. If a Trustee has a conflict of interest, they must not be involved in managing or monitoring a contract in which they have an interest. Monitoring arrangements for such contracts will include provisions for an independent challenge of bills and invoices, and termination of the contract if the relationship is unsatisfactory.
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(Version 2018.1 updated February 2018)