3.2.6 Management committee members
The FCA requires all societies’ rules to state how members of the management committee will be appointed and removed, and similarly, how the officers of this committee will be appointed and removed, and the arrangements, if any, for paying committee members. Under society legislation the minimum age for management committee membership is 16.
The good governance of a society depends on having an active management committee, elected by the members, to oversee the affairs of the society. In electing a management committee, members are delegating their sovereign powers to this committee. The management committee members are accountable to the membership, and are responsible for supervising the managers and executive staff who run the business. Societies, except for charitable societies, can choose to have a mix of executive and non-executive members on their management committees, or opt for an exclusively non-executive committee, serviced by executive staff. The management committee members of charitable community benefit societies have a duty to act solely in the interest of the charity and must prevent conflicts of interest from affecting their decisions. This means they cannot receive any payment or benefit without authority, so it is unusual for charities to have executive members of the committee (see www.gov.uk/payments-to-charity-trustees-what-the-rules-are ).
Consideration needs to be given to the size of the management committee, its composition, and the length of service of committee members. Usually the size of the committee is expressed in terms of a minimum and maximum number of members, typically between three and 12. Some multi-stakeholder societies have rules that reserve a set number of places on the management committee for different membership categories. Societies may also have rules that allow the management committee to co-opt individuals with specialist or professional skills. Most societies require management committee members to either retire or seek re-election after a defined period, typically three years, usually on a rotational basis so that no more than a third of the management committee are standing for election, thus allowing for some continuity of membership.
As a matter of good practice most societies, including charitable community benefit societies, will pay management committee members out-of-pocket expenses. Some societies also pay committee members a fee commensurate with the services they provide. Charitable community benefit societies should follow the guidance provided by their national charity regulator on this matter, and ensure that their rules are compatible with this guidance.
Societies must have rules to remove committee members. Usually this is a power held by a simple majority vote of members at a general meeting. Societies will normally have rules for removing committee members who have been declared bankrupt, or are deemed medically incapable of carrying out their duties. Some societies have rules to remove committee members if they fail to attend a minimum consecutive number of meetings.
The rules must also address the appointment of officers. All societies are obliged by law to appoint a secretary. Other officer posts, such as treasurer, chair and vice-chair, are at the discretion of the society. Other discretionary rules include provisions for the proceedings at management committee meetings, focusing mainly on quora and the role of the chair and the use of electronic media to conduct remote meetings.
The management committee members of a charitable community benefit society are charity trustees by law, and are responsible for fulfilling their personal duties as trustees and ensuring that the society complies with the requirements of charity law. (See Charity Commission CC3: The Essential Trustee.)
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