Govcom minutes 2019-02-28

GovCom Minutes 28th February 2019

Housekeeping

Present

Josie Fraser (in Chair), Michael Maggs, Kate West, Rose Chapman. Staff: Lucy Crompton-Reid, Katie Crampton (minuting).

Apologies

None.

Declarations of interest

None.

Approval of Minutes and Matters Arising

Actions log: KC looked into some options for general board training. The DSC have these courses for trustees, and NCVO has training packs to buy. MM recommended the NCVO trustees conference, which takes place in November. Online resources include Trustees Roles and Responsibilities and a Trustee Training Pack: Foundation of Good Governance. NCVO also has a page for the legal duties of a trustee for reference. Our auditors Kingston Smith may also provide training, action for LCR to check. JF can recommend training, and RC offered to do training pro bono if no other options can be found. Nick Poole may also be able to recommend copyright training.

RC to recommend potential board and/or committee candidates, keeping in mind the priority skills identified and the need to diversify the board. Action: email to the rest of board from JF or LCR about looking for trustees to fill skills gaps.

Kate’s term is until the September board 2019, not the AGM. Action: for this to be changed on the table.

LCR shared the background to the decision to move our server hosting to Amazon Web Services and reassured the committee that she would be able to respond to any community enquiries about this.

The minutes of the last meeting were approved.

AGM

1. Proposed board resolutions

KC to create the 2019 AGM timeline ASAP. There was a discussion of staggered retirement dates, and MM explained that if more than a certain number of new directors are appointed at the same time, those with fewer votes have a shorter initial term to try and ensure that everyone doesn’t need to step down at the same time.

Jane and Marnie are considering whether or not to continue producing a Strategic Report, as in 2018, or to revert back to the Annual Review.

Proposing that Kingston Smith will continue to be our auditors.

Special resolution - proposing we lower the quorum from 10% to 5%. The article isn’t clearly written about members being present versus proxies, so can cause confusion but there is no set number of members that need to physically present. GovCom were happy to recommend the 5% quorum, but should be prepared for questions from the membership about this. There should be additional text on this resolution to explain fully, MM/LCR to action.

LCR and KC looked into electronic voting prior to the 2018 AGM and found it to be very expensive, so plan to use the same method of emailing voting packs, encouraging postal or email proxy voting for those members unable to attend.

LCR and JF to go through list of issues with the 2018 AGM.

2. Board elections

There will be four trustee places up for election at the 2019 AGM. Lucy to send email to board and staff encouraging people to stand, and also to mailing list to give potential candidates plenty of time to plan an application. KW proposed also sending to supporters to try and find people with the skills that we’re looking for on the board.

If there are as many applicants as places then voting is on a yes/no basis.

Board recruitment

Two GovCom spots will be opening around the time of the AGM. We need to recruit someone with legal experience, who would ideally sit on ARC as well.

Subcommittees can have two non-director members, WMUK currently have one on GovCom and one on ARC. If we don’t get the legal skills we want someone might be open to a shorter term as a non-director member.

There should be a focus on ARC for recruitment as Alistair, Megan and Jordan have all stepped down in the past year and Kate will be stepping down in September.

AOB

There was a discussion about introducing life membership from the 2019 AGM. MM proposed that this should be an honorary membership, rather than for life, which would essentially be a normal membership but with the fee waived; and subject to review each year. GovCom to recommend people who should receive honorary membership to the board when it arises. It was agreed that GovCom would take a proposal for honorary membership to the board meeting, with a proposal that Carol Campbell and Greyham Dawes should be offered this in the first instance. Action for MM to write proposal on honorary membership for board.

Date of next meeting

23rd May 2019 from 4 to 6pm