NCB’s new governance structure
Background
At NCB’s AGM in November 2008,
members agreed in principle to the Board of Management’s proposal
for restructuring the organisation’s governance. The proposals
provided for a smaller, more focussed Board of Trustees
complemented and advised by a larger Membership Forum. The
Forum would be drawn from NCB’s members, councils, fora and
networks. Endorsing the proposal, the 2008 AGM agreed that
the planned new structure would improve the governance of NCB and
facilitate a stronger member engagement with NCB. At the 2009
AGM, members formally approved the new structure, together with
NCB's new constitution.
Below is a brief outline of the new Board and Membership Forum,
the representatives on both bodies to be drawn substantially from
the membership.
Board of Trustees
The Board of Trustees now comprises the following 13 –14
members:
- 3 x honorary officers, appointed by the full
membership
- 2 x young Board members, appointed by Young NCB
- 5 x Board members drawn from NCB’s Membership Forum and
appointed by the Selection Committee
- 3-4 co-options appointed by the Selection Committee
The Board of Trustees is responsible for all governance
issues and will in future include trustees selected from
among self-nominated Forum members and some co-options, the latter
(possibly also drawn from the Forum) intended to address identified
gaps in trustee skills or experience. Trustees will be
selected according to an agreed set of governance criteria, skills
and experience, and not according to membership categories.
All Forum members who meet those criteria will be entitled to put
themselves forward for selection as trustee vacancies arise.
All trustees will be drawn from the Forum, except the honorary
officers and the co-opted trustees (who might but need not be Forum
members), and all will serve an initial three-year term. The
two young Board representatives, appointed by Young NCB, will
not be trustees but will have rights and safeguards similar to
those they were accorded in NCB’s previous constitution.
Trustees under the previous governance system have been
"passported" initially to the new structure to ensure
continuity.
The Board of Trustees will have seven meetings a year, to
include the trustee awayday and AGM. The Chair and the Vice
Chair will be expected to attend meetings of the Board and either
or both will attend Forum meetings. All other trustees will
also be encouraged to attend Forum meetings.
Membership Forum
The Membership Forum consists of up to 55 members drawn
from NCB members, fora, councils, networks and partners, and from
Young NCB. The Forum functions as an advisory body to
NCB and to its Board of Trustees. The primary focus of the
Forum is to strengthen member engagement with NCB, to provide a
link between trustees and the wider membership, and to advise the
Board on policy development and strategic direction. To
facilitate meaningful Forum engagement
representatives will be encouraged to participate in
online and other forms of communication. The Board of
Trustees will have a specific duty, although not a legal
requirement, to take account of the Forum’s recommendations and to
incorporate them in its governance of NCB.
Forum members are either elected or appointed to the
Forum from among NCB members, networks, fora and
councils. As with the Board of Trustees, Forum member terms
of office will be three years, with existing trustees passported
across initially to ensure continuity. The Forum is
responsible for appointing its own Chair and may choose to have a
young representative as co-chair.
Selection of Board of Trustees
Trustees
drawn from the Membership Forum will be appointed by a standing
committee comprising the Chair and one other member of the Board of
Trustees, together with the Chair and two other members of the
Membership Forum. The Selection Committee will additionally have
oversight of the election of the honorary officers, the appointment
of young Board representatives, and the election or appointment of
Forum representatives.
As instructed by the Selection Committee, the Company Secretary
will be responsible for identifying forthcoming vacancies on the
Board and for drawing up and circulating the relevant criteria in
advance to the Membership Forum, full membership or Young NCB, as
appropriate. Members of the Membership Forum will be invited
to self nominate and the Selection Committee will make appointments
to the Board based on the extent to which nominees meet the
advertised criteria. The co-option vacancies will also be
appointed by the Selection Committee, from among the Membership
Forum or from outside it, at the discretion of the Selection
Committee and depending on the Committee’s assessment of any
current gaps in trustee skills and experience. Trustees drawn
from the Membership Forum will be replaced on the Forum. The
Forum will meet up to three times a year, including the AGM.
Election/appointment of Forum members
In
consultation with the Selection Committee, the Company Secretary
will be responsible for identifying forthcoming Forum vacancies and
for informing the relevant appointing body or issuing a call for
nominations to the relevant membership constituency, and for
holding any subsequent ballots which might be required.
For further details of NCB's governance, please contact Company
Secretary Denise Hollingbery on dhollingbery@ncb.org.uk or
click here to
view our constitution.