For Decision

Title: Amend­ments to Stand­ing Orders

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

Pur­pose

This paper seeks approv­al by the board of pro­posed changes to Stand­ing Orders, fol­low­ing noti­fic­a­tion of the changes to the board at its meet­ing in March 2023.

Recom­mend­a­tions

The Board is asked to:

a) agree amend­ments to Stand­ing Orders as set out in this paper.

Back­ground Information

1. The board res­cin­ded amend­ments to Stand­ing Orders put in place to sup­port gov­ernance arrange­ments dur­ing the COVID19 pan­dem­ic at its meet­ing in March 2023.

2. The board also received noti­fic­a­tion of the pro­pos­al to amend Stand­ing Orders, hav­ing reflec­ted on the oper­a­tion of exist­ing Stand­ing Orders at times when there may be vacan­cies in board mem­ber­ship and pres­sures on quor­um exper­i­enced by some Com­mit­tees in par­tic­u­lar. The board was noti­fied of a pro­pos­al 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.

3. The board also con­sidered its approach to the elec­tion of the Con­vener, Deputy Con­vener and Com­mit­tee Chairs and agreed that a revised approach to enable mem­bers to vote irre­spect­ive of their abil­ity to attend on a spe­cif­ic meet­ing day should be retained. A paper to take for­ward those pro­pos­als has been developed for con­sid­er­a­tion at a sep­ar­ate meet­ing and will be adop­ted into Stand­ing Orders sub­ject to the out­come of that meeting.

Amend­ment to Stand­ing Orders

Para­graph 9 of the approved Stand­ing Orders states that:

“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.”

Para­graph 45 of the approved Stand­ing Orders also states that:

“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.”

Notice was giv­en as required under stand­ing orders of the inten­tion to con­sider amend­ments to stand­ing orders to cov­er these points.

It is pro­posed that para­graph 9 is amended as follows:

The quor­um of the NPA board will be half of the total num­ber of mem­bers appoin­ted at any giv­en time plus one. Hence, for illus­tra­tion, where the Board has two vacan­cies and 17 mem­bers in place, the quor­um shall be 9. 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.

It is pro­posed that para­graph 45 is amended as follows:

Com­mit­tee meet­ings shall be quor­ate provided that at least half plus one of the approved mem­ber­ship are present to con­duct busi­ness. Hence, for illus­tra­tion where a Com­mit­tee has 6 places and full mem­ber­ship in place, the quor­um shall be 4. Where a Com­mit­tee has 5 cur­rent, approved mem­bers and one vacancy, the quor­um for that meet­ing shall be 3. The min­im­um quor­um for a Com­mit­tee meet­ing shall be 3. 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.

Dav­id Cameron

DavidCameron@​cairngorms.​co.​uk