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Governance and Board. Student Governor Induction 2014. What is the Students ’ Association?. The Association. Unincorporated Members ’ Association (UMA) Registered charity (SCO 19883) Governed by Board of Trustees (SAB). Unincorporated Members Asssociation – what does that mean?.

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governance and board

Governance and Board

Student Governor Induction 2014

the association
The Association
  • Unincorporated Members’ Association (UMA)
  • Registered charity (SCO 19883)
  • Governed by Board of Trustees (SAB)
unincorporated members asssociation what does that mean
Unincorporated MembersAsssociation – what does that mean?

Constituted of membership as a group

Not corporate – i.e. not a ‘legal person’

Constitution is governing document

Trustees act on a personal basis

56% of charities are UMAs (OSCR figures) including most Students Associations

registered charity status
Registered Charity status
  • Tax-related benefits: eg VAT exemptions
  • But - also a question of image and purpose
regulation of sa activities
Regulation of SA Activities

OSCR (2005 Act)

University (Education Act 1994 part II)

Other bodies: HSE, Licensing Board, Council, SIA, Inland Revenue, Home Office, etc.

slide7
OSCR

2005 Act established

Register of charities

Rolling review – St A’s in first round

‘Charitable public benefit’

Approval required for changes

Inquiries, directives, other action

university
University

Education Act

Requires oversight of elections, ultra vires expenditure, affiliations, etc.

Precise duties and powers specified locally (Memorandum of Understanding)

Presence on SAB (Proctor, Director of Finance)

Negotiation of block grant to support representation etc.(Quaestor)

trustee qualifications
Trustee qualifications

Disqualification:

  • Removed as trustee
  • Disqualified as a director
  • Bankruptcy
  • Offences of dishonesty

Acting or allowing another to act as a trustee when they are not qualified is an offence. Penalties can include prison.

A written statement must be given that you are qualified to act as a trustee.

nolan principles
Nolan Principles

Selflessness

Integrity

Objectivity

Accountability

Openness

Honesty

Leadership

trustee responsibilities first duty
“Act with the care and diligence that it is reasonable to expect of a person who is managing the affairs of another person.”

(2005 Act, section 66)

Risk and duty of care

Trustee Responsibilities: First Duty
trustee responsibilities general
Trustee Responsibilities: General
  • As a trustee, always act in the interests of the charity
  • Do not put the interests of yourself or any other person or organisation above the interests of the charity
  • Seek in good faith to ensure that the charity acts in a manner consistent with its purposes (2005 Act, s.66)
trustee responsibilities control
Trustee Responsibilities: control

Overriding duty: ensure that trustees are in general control of the charity, especially financial control

“Charity trustees are responsible for the charity and may not pass this responsibility onto anyone else as long as they remain a charity trustee “

The ‘shadow trustee’

trustee responsibilities specific duties
Trustee Responsibilities: specific duties

Duty to ensure legal compliance

Duty to seek advice

Duty to ensure good governance - capability, qualification, succession planning, regular reviews, etc.

collective responsibility
Collective responsibility

All charity trustees must take such steps as are reasonably practical to ensure:

That any breach of trustee duties by any trustee is corrected and not repeated

That any trustee who is in serious or repeated breach of duties is removed

conflicts of interest
Conflicts of Interest

“In circumstances capable of giving rise to a conflict of interest between the charity and any person responsible for the appointment of the charity trustee:

  • Put the interests of the charity before those of the other person; or
  • Where any other duty prevents the charity trustee from doing so, disclose the conflicting interest to the charity and refrain from participating in any deliberation or decision of the other trustees with respect to the matter in question”
remunerating trustees
Remunerating trustees
  • Constitution must allow this
  • Remuneration agreement in writing - must be compliant with Act!
  • Duties must be specified and considered by all trustees
  • Minority of trustees remunerated
  • May be compelled to recover wrongful remuneration
  • ‘Connections’ of trustees also
documentation
Documentation
  • Minutes of record
  • Accounts (audit, reporting standards)
  • Budget
  • Role/job descriptions (management structures)
board current membership
Board: Current membership

Student

President

Director of Representation

Director of Student Development and Activities

Director of Events and Services

Association Chair

SSC Senior Officer

SRC Senior Officer

Non-student

  • Kevin Dunion (Chair, former Information Commissioner)
  • Fiona Bell (Solicitor)
  • Chris Marks (Former sabbatical, charity fundraiser)
  • Kevin Grainger (Local businessman)
  • Lorna Milne (Proctor)
  • Andy Goor (University Director of Finance)
governance review
Governance Review
  • Leadership
  • Structure (subcommittees)
  • Strategic plan
  • Effectiveness
  • Internal relationships
  • External relationships
  • Financial goals