Talk:Board meetings/Executive Working Group

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Comment

I think that this policy was partially encouraged by concerns of what the exec was doing. If this is the case then I'd like to know answers to these questions

  • What can the executive do/ (not do even) if the situations demands
    • There has to be a level of judgement, but the scope is for "operational matters". Where documents, decisions or agreements may permanently change how WMUK interprets its mission (such as the nature of our relationship with WMF or the services we offer our community) then I would say these are outside that scope. --Fæ 12:41, 15 October 2011 (UTC)
  • What can the executive not do normally
    • Make policy changes, these would go back to the board. This is not the same as necessary procedural, practices or guideline changes to deliver the operation plan and the difference could usefully be detailed by Jon when writing up some of our procedures. It's hard to define normal, but the list above could be expanded to give further examples as they occur. --Fæ 12:41, 15 October 2011 (UTC)
  • Four people, how many votes? What happens if there is a split vote? Victuallers 12:25, 15 October 2011 (UTC)
    • Others attending also have a vote. In my original version of this text I had the Chair as an optional member of the Exec (i.e. they can attend as often as they like but the Exec can meet without their mandatory attendance) as now we have a full time CEO, this would give a core of 3 people again (and have the benefit of giving our Chairman more time for other stuff); as the Chair do you have a preference? Personally I don't like resorting to "umpires", if there was a split vote you can always re-vote after another minute of discussion, get one or more available trustees on the phone to express an opinion or defer for a board meeting if the nature of the decision permits. --Fæ 12:41, 15 October 2011 (UTC)
      • It is unusual to let people not on a subcommittee vote just because they turned up. That could result in all kinds of weird politics where a vote is swung by non-members on one side of a dispute turning up without the knowledge of non-members on the other side. I would strongly recommend against any such rule. --Tango 23:56, 16 October 2011 (UTC)

Amendments

I've given the draft a bit of a rewrite. In my view, the value in having the Executive is that it helps coordinate the work of the officers and the Chief Executive, and provides a forum for additional support and/or scrutiny as required in between Board meetings. Equally, "implementing agreed operational plans" is now the Chief Exec's job, not the Executive Committee's. The Land (talk) 18:08, 28 October 2012 (UTC)

"The purpose of the Executive Committee is to aid co-ordination between the Officers and senior staff." If I assume that "Officers" is the Chair, Secretary and Treasurer (for some reason excluding Doug), then this appears to increase the authority of the Officers above any other Board members as the Exec is apparently not representing anyone else. Perhaps you might think of re-phrasing this? By the way, if you want to introduce a word like 'Officers' then it must be defined. --Fæ (talk) 18:27, 28 October 2012 (UTC)
I don't understand. What does representation have to do with it? If it's about aiding co-ordination, then why would it need to represent anyone? "Officer" probably should be defined somewhere - any Trustee is an officer under some definitions (eg. Companies Act 2006 s1121(2), which defines who counts as an officer when determining the liability of officers for a breach of the Act). --Tango (talk) 23:21, 28 October 2012 (UTC)

I've rewritten the first line to be much more explicit as who is being coordinated - as described above. Have I misunderstood anything? Filceolaire (talk) 21:26, 29 October 2012 (UTC)

Second round

Let me try and re-phrase my point as it seems to be getting missed and watered down. The purpose of the Executive committee is *not* to merely help the Secretary, Treasurer and Chair talk to each other, they can do that without having a Committee. The more important purpose is under Scope, being the oversight of operations; this is how this committee represents the board (not just the interests of the "officers").

Chris' re-write removed several important limitations on the Executive Committee. The previous version was limited with statements such as:

  • "The Committee is appointed with specific and limited delegated authority and responsibility for operational matters."
  • "The Committee may address areas or topics specifically delegated to the Committee by the Board ..."
  • "executing the operational plan once agreed by the Board"

In particular by not limiting the Executive to operational matters and instead extending authority to "agree actions on urgent issues arising between Board meetings", this is a massive power grab of authority away from the Board of trustees. For example, the Chair could use the Executive to take directions from the Foundation, or enter into a contract with a supplier or partner for which other trustees have serious concerns. The Board would only find out by later minutes of the Exec meeting (if these were ever published) or by it being mentioned at the next quarterly Board meeting. I suggest any trustees reviewing this document compare carefully with the previous version <http://uk.wikimedia.org/w/index.php?title=Board_meetings/Executive_committee&oldid=14753>.

I was hoping to get this draft agreed at the November Board meeting, however after Chris' rewrites I shall now be voting against this document as it now appears to grant unlimited power for this committee to act without reference to the Board of trustees. This breaks our commitment to the Charity Commission to act collectively. You will note that the vast majority of charities do not have an Executive Committee and I now wonder if we should if it is going to meet so haphazardly, without a published schedule (so there is little chance of other trustees joining in) and without minutes for the other trustees to examine over most of the year.

Note, there have been no minutes published on this wiki since April 2012 (under a different set of trustees), and the draft minutes I have access to on the :office wiki, of 17th October meeting of the Executive (the first set of minutes I have seen since April), have no votes recorded, making it clear that there have been no recorded votes for any decisions made by the Executive Committee since the AGM. --Fæ (talk) 23:12, 29 October 2012 (UTC)

When I originally proposed an executive committee, the idea was that it would have a role similar to the Chief Exec and would get everyone used to delegating day-to-day stuff rather than having the whole board decide every little thing so that the transition to having an actual Chief Exec would go smoother. Now we have a Chief Exec to do the role of the Chief Exec, there may not be any need for an exec committee. With the day-to-day stuff delegated to staff, there isn't much the officers need to co-ordinate with each other. The exec committee was certainly never intended to make board-level decisions, it was supposed to make staff-level decisions while there weren't any staff to make them. --Tango (talk) 00:57, 30 October 2012 (UTC)
The reason I removed language like "has delegated authority for operational matters" is because operational matters are, as Tom notes, the responsibility of the Chief Executive. Indeed, my intent was to weaken the authority of the committee, as compared to the previous draft, by removing operational responsibility it shouldn't have, and stating that the committee exists simply to aid communication between people with other responsibilities defined elsewhere, and to provide somewhere for oversight to happen in between board meetings.
I think it's quite regrettable that I can't open my mouth on these issues without being accused of trying to effect a power grab. The Land (talk) 13:26, 30 October 2012 (UTC)
Your edits appear to have achieved the opposite of your intention. If you intend the Exec Committee to be reduced to a discussion forum for the Secretary, Treasurer and Chair, then that does not appear to justify a committee structure that would need a terms of reference or delegation of any authority from the Board of Trustees. You may want to take a step back and think through why the words you have been using cause me to object so strongly. Thanks --Fæ (talk) 16:54, 30 October 2012 (UTC)
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