Governance and BoardStudent Governor Induction 2014

What is the Students’ Association?

The Association

Unincorporated Members’ Association (UMA)

Registered charity (SCO 19883)

Governed by Board of Trustees (SAB)

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

Unincorporated MembersAsssociation – what does that mean?

• Tax-related benefits: eg VAT exemptions

• But - also a question of image and purpose

Registered Charity status

OSCR (2005 Act) University (Education Act 1994 part II) Other bodies: HSE, Licensing Board, Council,

SIA, Inland Revenue, Home Office, etc.

Regulation of SA Activities

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

OSCR

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)

University

Trustee qualifications

Disqualification:Removed as trusteeDisqualified as a directorBankruptcyOffences 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.

Selflessness Integrity Objectivity Accountability Openness Honesty Leadership

Nolan Principles

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

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: General

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: control

Duty to ensure legal compliance Duty to seek advice Duty to ensure good governance - capability,

qualification, succession planning, regular reviews, etc.

Trustee Responsibilities: specific duties

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

Collective responsibility

“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”

Conflicts of Interest

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

Remunerating trustees

Minutes of record Accounts (audit, reporting standards)

Budget Role/job descriptions (management structures)

Documentation

Board: Current membershipNon-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)

Student

PresidentDirector of RepresentationDirector of Student

Development and ActivitiesDirector of Events and

Services

Association ChairSSC Senior OfficerSRC Senior Officer

Governance Review

Leadership Structure

(subcommittees) Strategic plan

Effectiveness Internal relationships External relationships Financial goals