Questions relating to the CAS governance review 2016 can be submitted by email from any interested parties. Questions and answers will be updated here regularly.
Questions and Answers - updated 21 October 2016
Q: Will members be asked to vote on the recommendations as a package or will each of the recommendations be debated and voted on individually at the General Meeting on 23 November 2016?
A: In line with the arrangements for amending the articles following the last governance review, the recommendations will be voted on as a package.
Q: Will a counter proposal or counter proposals to the recommendation(s) be accepted?
A: The criteria for raising amendments to special resolutions is set out in section 17.10 of the CAS Articles and section 2.3 in Appendix 13 "Annual and General Meeting Procedures" of the Operational Handbook.
Q: Where can we find a copy of the OSCR guidance regarding best practice for membership organisations?
A: The guidance on best practice governance models for membership organisations can be found on the OSCR website athttps://www.oscr.org.uk/media/1396/whos-in-charge-guidance.pdf.
Q: What mechanism will be used for the members to vote on the amendments to the articles?
A: The amendments to the articles will be put before members as a Special Resolution at a General meeting, which is scheduled for 23 November. The Special Resolution means that 75% of members will need to approve the motion for it to be passed.
Q: What does an ‘independent chair’ mean?
A: An independent chair is someone with no connection with CAS, the bureau network or funders.
Q: What does the board structure recommendation mean?
A: The recommendation is for a balanced board and an independent chair. This means an equal allocation of bureau trustees and independent trustees (5+5 or 6+6) plus the independent chair bringing a total size of 11 (5+5+1) or 13 ( 6+6+1). OSCR have advised a balanced board with an independent chair is the best practice model for a members’ organisation such as CAS, and many of you have similar governance models in your own bureaux.
Q: Does the balanced board model weaken the voice of the members?
A: No. Within the recommendations there are a number of further recommendations and changes which strengthening the voice of members in relation to the operation of the organisation including:
- More influence over the selection and election of trustees through the new recruitment process
- Presentation and approval of the CAS strategic plan at an AGM.
So, while the numerical representation of members on the CAS board will decrease, the members will have a greater say in choosing the trustees on the board and in setting the strategy for the organisation, which in turn allows a greater degree of control and accountability.
Q: What support can CAS offer during the governance review process?
A: CAS will be producing board briefing packs which will be sent to CAB chairs this month to provide a method for facilitating discussion on this topic at board meetings. In addition CAS trustees are available to attend board meetings and AGMs. Requests can be made to firstname.lastname@example.org
Q: How will Board Member attendance at CAB board meetings be arranged?
A: A mail box has been set up on the CAS website so bureaux can request the attendance of a Board member at their board meeting. Every effort will be made to attend, however, we cannot guarantee to attend every meeting. CAS will also provide a briefing for development officers to use if asked questions by bureaux.
Q: Who will be selecting the new Board Members?
A: This process hasn’t been developed yet and this will be developed over the coming months, in consultation with bureaux. We do know that there will need to be a consistent process for external members and people from bureaux.
Q: What will the balance of external and bureau Trustees on the Board look like?
A: The proposal is that there should be an independent Chair and then a balance from internal and external members. We will be consulting on whether the number of Trustees will be 13 or 11, ie a Chair and 6 external, 6 internal or a Chair and 5 external, 5 internal. At the moment there is a quota between paid and unpaid bureau members. Given that what is important now is the skills and experience of the Board members, one of recommendations is that the members should consider whether we keep the distinction between paid and unpaid members.
Q: Will the consultation meetings be facilitated externally, as it is important to staff that CAS are a stakeholder and impartial?
A: The initial stage is to hold 3 consultations with members, which will be hosted by the CAS board. Deloitte will be there to provide more information on the rationale for the recommendations, and specifically, how members’ feedback has been reflected. This would be followed on with some discussion about the relevant recommendations.
Q: In the Deloitte report and the CAS response, why is there a discrepancy between Deloitte recording the Board meeting where decisions were taken on the recommendations as 6 July but CAS say it was 20 July?
A: The CAS Board met on 2 separate occasions, on the 6 July Trustees reviewed a set of high level recommendations that had been presented to them by Deloitte and at the second meeting, on the 20 July, they reviewed the full set of recommendations which were published on the 9 August.