Cairngorms

Nation­al Park Authority

Ùgh­dar­ras Pàirc Nàiseanta a’

Mhon­aidh Ruaidh

Paper 4 24 March 2023 Page 1 of 5

For Decision

Title: Notice of Forth­com­ing Board Elec­tion of Con­vener, Deputy Con­vener and Com­mit­tee Chairs and Stand­ing Orders Considerations

Pre­pared by: Dav­id Camer­on, Deputy Chief Exec­ut­ive and Dir­ect­or of Cor­por­ate Services

Pur­pose

1. This paper noti­fies the board of forth­com­ing elec­tions for the offices of Con­vener, Deputy Con­vener and Chair of the Audit and Risk Com­mit­tee and Per­form­ance Committee.

2. The paper also con­firms the ces­sa­tion of busi­ness con­tinu­ity arrange­ments in the oper­a­tion of stand­ing orders and noti­fies the board of pro­posed changes to Stand­ing Orders.

Recom­mend­a­tions

The Board is asked to: a) agree the full sus­pen­sion of all busi­ness con­tinu­ity adapt­a­tions to Stand­ing Orders and an imme­di­ate return to adop­ted Stand­ing Orders

b) Note the Inten­tion to bring for­ward pro­posed amend­ments to Stand­ing Orders regard­ing pro­vi­sions on quor­um for meet­ings at the next board meeting.

c) Agree arrange­ments for the elec­tion of the Board Con­vener and Board Deputy Con­vener at the next sched­uled form­al board meet­ing on 23 June, to be con­duc­ted In accord­ance with agreed Stand­ing Orders.

d) Agree pro­posed arrange­ments for elec­tions of Com­mit­tee Chairs as set out in this paper.

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Cairngorms

Nation­al Park Authority

Ùgh­dar­ras Pàirc Nàiseanta a’

Mhon­aidh Ruaidh

Paper 4 24 March 2023 Page 2 of 5

Back­ground Information

1. The Board Con­vener has announced his Inten­tion to step down from the role of Con­vener with effect from close of busi­ness on 31 July 2023.

2. The Board agreed at its meet­ing of 26 August 2022 and sub­sequently by cor­res­pond­ence, fol­low­ing the post­pone­ment of the 9 Septem­ber 2022 board meet­ing as a mark of respect for the passing of Her Majesty The Queen, that the Board Deputy Con­vener should be elec­ted for a one year term end­ing 30 Septem­ber 2023.

3. With effect from 1 April there will be vacan­cies for at least two Chairs of Board Com­mit­tees: the Audit and Risk Com­mit­tee and the Per­form­ance Com­mit­tee fol­low­ing the end of terms of appoint­ment of mem­bers cur­rently elec­ted as Chair of those committees.

4. The Board agreed imple­ment­a­tion of busi­ness con­tinu­ity arrange­ments in the oper­a­tion of its Stand­ing Orders to sup­port effect­ive gov­ernance arrange­ments over the peri­od of the COVID19 pan­dem­ic at its meet­ing on 27 March 2020. These busi­ness con­tinu­ity arrange­ments have not yet been form­ally repealed by the board.

5. The board is cur­rently going through a peri­od of trans­ition in mem­ber­ship with a num­ber of vacan­cies being car­ried for a short peri­od. In reflect­ing on the oper­a­tion of Stand­ing Orders at times when there may be vacan­cies in board mem­ber­ship, the Con­vener has sug­ges­ted that stand­ing orders may be bet­ter phrased to reflect that quor­um of board and Com­mit­tee mem­ber­ship should reflect actu­al num­bers of board mem­bers In place rather than an assumed mem­ber­ship of 19.

6. This paper takes for­ward these matters.

Stand­ing Orders

1. The Board agreed a num­ber of vari­ations to Stand­ing Orders at its meet­ing of 27 March 2020 and also through sub­sequent reviews of those amend­ments over the peri­od of the pan­dem­ic. This estab­lished effect­ive busi­ness con­tinu­ity arrange­ments to sup­port good gov­ernance pro­cesses dur­ing the COVID19 pan­dem­ic which required vari­ous amend­ments to agreed work­ing practices.

2. The busi­ness con­tinu­ity amend­ments to Stand­ing Orders agreed on 27 March 2020 included the pro­vi­sion that ​“The peri­od of imple­ment­a­tion of BCP arrange­ments may

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Cairngorms

Nation­al Park Authority

Ùgh­dar­ras Pàirc Nàiseanta a’

Mhon­aidh Ruaidh

Paper 4 24 March 2023 Page 3 of 5

be exten­ded as required and agreed by the Board”. (Ref­er­ence paper 3, Annex 2, point 2g 200327CNPABdPaper3Annex2BusinessContinuityStandingOrderAmendments.pdf (cairngorms​.co​.uk)) The busi­ness con­tinu­ity arrange­ments adop­ted have not been form­ally sus­pen­ded and now, almost three years on from the adop­tion of those arrange­ments, the board are recom­men­ded to agree the full sus­pen­sion of all busi­ness con­tinu­ity adapt­a­tions to Stand­ing Orders and an imme­di­ate return to adop­ted Stand­ing Orders.

1. For ref­er­ence, the adop­ted Stand­ing Orders can be accessed at: a) https://​cairngorms​.co​.uk/​w​p​-​c​o​n​t​e​n​t​/​u​p​l​o​a​d​s​/​2​0​1​9​/​1​2​/​1​9​0​6​1​4​-​B​o​a​r​d​-​S​t​a​n​ding- Orders-Approved-June-2019.pdf

Notice of Amend­ment to Stand­ing Orders

1. Para­graph 9 of the approved Stand­ing Orders states that: a) ​“The quor­um of the NPA board will be half of its total num­ber plus one in oth­er words, 10 Mem­bers. This will apply regard­less of vacan­cies in mem­ber­ship. No busi­ness will be trans­acted at a board meet­ing unless a quor­um is present. If the Con­vener of the meet­ing finds dur­ing a board meet­ing that the num­ber of mem­bers present has reduced below the quor­um, the meet­ing shall end at that point.”

2. Para­graph 45 of the approved Stand­ing Orders also states that: a) ” Com­mit­tee meet­ings shall be quor­ate provided that at least 4 mem­bers are present to con­duct busi­ness. If meet­ings remain without a quor­um 15 minutes after the des­ig­nated start time then the meet­ing shall be post­poned with the Chief Exec­ut­ive and Prop­er Officer then respons­ible for arran­ging an appro­pri­ate date and time for the meet­ing to take place.”

3. In reflect­ing fur­ther on the implic­a­tions of this word­ing, and in the con­text of poten­tial peri­ods of trans­ition in board and com­mit­tee mem­ber­ship, the Con­vener believes there may be mer­it in alter­ing this word­ing. Notice is there­fore giv­en as required under stand­ing orders of the inten­tion to con­sider amend­ments to stand­ing orders to cov­er these points at the next board meeting.

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Cairngorms

Nation­al Park Authority

Ùgh­dar­ras Pàirc Nàiseanta a’

Mhon­aidh Ruaidh

Paper 4 24 March 2023 Page 4 of 5

Elec­tion of Board Con­vener and Board Deputy Convener

1. As we have advance notice of the end of term of both the Board Con­vener and Board Deputy Con­vener at end of July and early Septem­ber 2023, notice is giv­en under para­graph 4 of the Stand­ing Orders that a meet­ing will be con­vened on the same day as the next sched­uled form­al board meet­ing, 23 June 2023, to elect first the Board Con­vener and secondly Board Deputy Con­vener to take up appoint­ment fol­low­ing the end of the cur­rent appoint­ments: 1 August and 9 Septem­ber respectively.

2. The pro­cess of that elec­tion shall be con­duc­ted in accord­ance with Stand­ing Orders and will com­mence with an Invite for nom­in­a­tions in accord­ance with para­graph 4a of those Stand­ing Orders at least 15 days pri­or to the board meet­ing of 23 June.

3. In con­sid­er­ing the elec­tion pro­cess and the pro­pos­als set out in this paper, mem­bers’ atten­tion is drawn in par­tic­u­lar to the point that elec­tions over the last years have been under­taken by postal bal­lot rather than in face to face meet­ings. This elec­tion pro­cess appears to have been an effect­ive way of ensur­ing all mem­bers can par­ti­cip­ate in elec­tions irre­spect­ive of oth­er com­mit­ments. Mem­bers are there­fore invited to con­sider in par­tic­u­lar wheth­er this aspect of the busi­ness con­tinu­ity arrange­ments should be sus­pen­ded at this time.

Elec­tion of Com­mit­tee Chairs

1. The board agreed a vari­ation to Stand­ing orders at Its meet­ing of 28 May, whereby Com­mit­tee Chair elec­tions are now under­taken as fol­lows: a) ​“Com­mit­tee Chairs shall be elec­ted by the full Board using the vot­ing pro­ced­ures set out in these Stand­ing Orders for the elec­tion of the Board Con­vener. Com­mit­tee Chairs so elec­ted shall be a mem­ber of the Com­mit­tee in terms of that Committee’s terms of ref­er­ence. Any sub­sequent require­ment for review of the mem­ber­ship of the Com­mit­tee in ques­tion shall be under­taken by the Con­vener and the Gov­ernance Com­mit­tee. The Vice Chair of Com­mit­tees shall be appoin­ted by each Com­mit­tee from among the mem­ber­ship of the Com­mit­tee agreed by the Board.”

2. Elec­tion of Com­mit­tee Chairs shall also be under­taken at the meet­ing called to under­take the elec­tion of the Board Con­vener and Board Deputy Con­vener. The elec­tion of Com­mit­tee Chairs shall fol­low after the elec­tion of the Board Con­vener and Board Deputy Con­vener In the fol­low­ing order:

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Cairngorms

Nation­al Park Authority

Ùgh­dar­ras Pàirc Nàiseanta a’

Mhon­aidh Ruaidh

Paper 4 24 March 2023 Page 5 of 5

• Audit and Risk Com­mit­tee Chair
• Per­form­ance Com­mit­tee Chair
• Resources Com­mit­tee Chair if required