• Supporting detail 

  • The devil is in the detail...

    First and foremost - what roles / places are proposed for the Board of Trustees, and on Council?

    Reminder: the diagram below (which is effectively a Venn diagram) shows the main proposal, which is to create a Board of Trustees with a strong overlap with Council.

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  • The tables below set out which roles would sit in which section of this Venn diagram

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    How will the Board of Trustees, Council and Committees work together?  

    The diagrams in this document set out suggestions for how this could work. The examples covered are:

    Developing the College's strategy

    Deciding to sell an asset

    Preparing the College's Annual Report 

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    Detail which Council has already considered

    Council has already agreed the following proposals.

     

    Processes around the Lay Trustees

    This document sets out the detail.

     

    Maximum time in office for Vice-Presidents and Presidents

    • The maximum term for a President will be one term of three years
    • The maximum term for a Vice-President is two terms of three years
    • If you have been VP for a term, you can be President for a term after that - and if you have been a VP for two terms, you can also be President for a term after that.  

    And all these situations will have provisions built for an extension in for exceptional situations. 

     

    Please note that these are brief summaries - the legal text will be much more detailed. This text will be made available on this website as soon as it is drafted, which is likely to be May this year.

     

    Your views are warmly welcomed.

     

  • Further detail - coming in April

    There is a huge amount of underpinning detail required to make all the main proposals work. The Working Group and Council are still working through this, line by line. It will cover the following areas:

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    Definitions

    These will be drafted by Brodies LLP (the College's solicitors) when the rest of the governing documents are finalised.

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    Membership

    • List of categories (the detail will depend on the level of detail provided in the Charter)
    • Definitions of each category
    • Rights, Privileges, Fees and Obligations
    • Disciplinary proceedings, and removal
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    Membership meetings

    • How Trustees call a meeting
    • Requisitioning a meeting - the Membership themselves
    • How the Membership put forward a motion
    • Power to have in-person and hybrid meetings
    • Meeting management: chairing, quorum, adjourning, voting, proxy voting (if any)
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    Board of Trustees

    • Purpose -
    • this is usually something like "The charity trustees of the College have full legal responsibility for the overall control and management of the College, its property, and affairs. Collectively, they are the 'Board of Trustees"
    • Powers
    • Minimum and maximum size of the Board
    • How Trustees become Trustees, how long they stay on the Board, what happens if a Trustee's term ends before the expected time
    • Trustee meeting management (frequency, quorum, voting etc)
    • Conflicts of interest
    • Trustee investment responsibilities
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    Council

    • Purpose
    • This could be something like: "The Council shall have oversight of all clinical, professional and health policy matters and may exercise such other functions as are delegated to it by the Board of Trustees, subject to any restrictions imposed by the College's Charter or these Laws"
    • How people get on Council, how long they stay on Council, what happens if a Council member's term ends before the expected time
    • Council meeting management (frequency, quorum, voting etc)
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    Administration

    • Detail of setting up (and closing) Faculties
    • Detail of setting up (and closing down) Committees
    • Detail of internal procedures, eg processes for electing Fellows
    • Records and accounts
    • Communications with the Membership
    • Common Seal, if anything else is needed other than what's in the Charter
    • How to amend the Laws or the Charter