Board meetings/Executive Working Group

This terms of reference is at draft status and yet to be approved by the board.

Terms of reference for the Executive committee

The Executive Committee comprises the Chair, Secretary, Treasurer and Chief Executive. The Committee is appointed with specific and limited delegated authority and responsibility for operational matters. The Committee meets on a regular, published schedule - normally three weeks after each board meeting, either for 3 hours on a Tuesday evening or for a longer period in-person at a weekend - and at other times as agreed and notified to the Board. All other Board members may attend and speak. Minutes will be posted at Board meetings shortly after the meeting ends. A meeting is quorate provided that three of the four members are present. If a board member cannot make the meeting then a replacement board member can be nominated by the board.

Scope

The Committee may address areas or topics specifically delegated to the Committee by the Board and has authority and responsibility for:

• executing agreed operational contingency plans
• executing the operational plan once agreed by the Board
• directing and monitoring performance of processes and programmes of operational activities
• prioritizing initiatives and allocating resource against an approved budget

In addition the Committee may develop and commission recommendations for board approval including:

• developing and recommending operational plans and procedural changes to the Board in order to fulfil the mission and strategy of WMUK
• recommending strategic and forecasting processes
• recommending to the board systems, policies and practices in respect of all compliance, risk management, health, safety, corporate responsibility and environmental issues to ensure compliance with best practice and regulatory standards

Comment

<These comments may later be moved to the talk page>

I think that this policy was partially encouraged by concerns of what the exec was doing. If this is the case then I'd like to know answers to these questions

• What can the executive do/ (not do even) if the situations demands
  • There has to be a level of judgement, but the scope is for "operational matters". Where documents, decisions or agreements may permanently change how WMUK interprets its mission (such as the nature of our relationship with WMF or the services we offer our community) then I would say these are outside that scope. --Fæ 12:41, 15 October 2011 (UTC)
• What can the executive not do normally
  • Make policy changes, these would go back to the board. This is not the same as necessary procedural, practices or guideline changes to deliver the operation plan and the difference could usefully be detailed by Jon when writing up some of our procedures. It's hard to define normal, but the list above could be expanded to give further examples as they occur. --Fæ 12:41, 15 October 2011 (UTC)
• Four people, how many votes? What happens if there is a split vote? Victuallers 12:25, 15 October 2011 (UTC)
  • Others attending also have a vote. In my original version of this text I had the Chair as an optional member of the Exec (i.e. they can attend as often as they like but the Exec can meet without their mandatory attendance) as now we have a full time CEO, this would give a core of 3 people again (and have the benefit of giving our Chairman more time for other stuff); as the Chair do you have a preference? Personally I don't like resorting to "umpires", if there was a split vote you can always re-vote after another minute of discussion, get one or more available trustees on the phone to express an opinion or defer for a board meeting if the nature of the decision permits. --Fæ 12:41, 15 October 2011 (UTC)
    • It is unusual to let people not on a subcommittee vote just because they turned up. That could result in all kinds of weird politics where a vote is swung by non-members on one side of a dispute turning up without the knowledge of non-members on the other side. I would strongly recommend against any such rule. --Tango 23:56, 16 October 2011 (UTC)