Board Role and Remit
This document was adopted by the Board of Freegle Ltd at their meeting of 27th August 2014.
1.1 The Board holds responsibility for ensuring that the aims and rules of Freegle Ltd are enacted and maintained.
1.2 The Board is responsible for the strategic direction and management of Freegle Ltd.
1.3 The Board will represent and respond to Members’ and Volunteers’ views, including those made in confidence where appropriate.
2.1 The Remit for the Board is given in Rules 59-69.
2.2 The Board will report to Central and Members on their activity once a month.
3. MEMBERSHIP (Rules 50-58)
3.1 The Board will consist of nine elected Directors who are voted in by Freegle Members to steer and manage Freegle. In addition the Board of Directors may co-opt up to two external independent Directors.
3.2 Elections for the Board will be held annually. At the end of their term of office, Directors are eligible to stand again immediately.
3.3 If a vacancy arises mid term for a Director an election will be called of Freegle Members unless any agreed procedures have been invoked for co-option (see 3.5 below)
3.5 The Board may at any time fill a casual vacancy on the Board by co-option. Co-opted individuals must be Freegle Members and will hold office as a Director only until the next annual general meeting. The principles of the Director Autopromotion Procedure will be taken into account by the Directors for co-options.
3.6 At no time must the number of co-opted individuals comprise more than one-third of the Board.
4. WORKING PRACTICES
4.1 Context and Role of this Document
This part of the document defines the current Board Working Practices. The previous Freegle Reps Role and Remit document was used as a reference for drawing up this document.
4.1.1 The basis of election, term, powers, and other constitutional matters are contained in the Rules and are not repeated in full here.
4.1.2 This document covers the working practices of the Board so that the way in which they exercise their responsibilities under the Rules are clear.
4.1.3 This document may be amended from time to time, but the currently active version will be in the Freegle Volunteer Wiki for all Members and Volunteers to access, with a link provided in the Links section of Central.
4.2 Working Space
4.2.1 The Board will use an online discussion group (“Discussion Group") as their primary working space. This group can be found http://freegle.it/Board
4.2.2 All Directors will have Group Owner or equivalent status on the Discussion Group.
4.2.3 Messages on the Discussion Group will not be posted on other groups or otherwise forwarded to non-Directors without prior Agreement (see Section 5). No messages will be deleted.
4.2.4 If the Discussion Group is not suitable or unavailable and it becomes necessary to set up a replacement group, this will be reported to Central, Members and the Freegle Volunteer Wiki as soon as it is opened, and when it stops being used. All Directors will be required to be members of the replacement group, and it will be used under the same terms as the Discussion Group, including the non-deletion of messages.
4.2.5 In addition to the Discussion Group, other cloud based means may be used for specific activities and will be confidential to the Board unless agreed by the Directors.
4.3 Board Meetings
4.3.1 Board meetings are subject to rules 70-79. The Board will aim to meet once each month, although can do so more often if required.
4.3.2 The Board will decide where/how these meetings are held, taking into account 4.2.3 and 4.2.4 above.
4.3.3 The meeting will take place over a 24 hour period
4.3.4 An agenda and any accompanying papers will be circulated to all Directors before the meeting.
4.3.5 Minutes will be taken of the meeting and approved by poll as soon as practicable.
4.3.6 .Attendance: at the commencement of the meeting Directors will ‘'sign in', or will have previously submitted apologies for absence. If there isn’t a quorum, the meeting will be abandoned and rescheduled as soon as practicable.
4.3.7 Decisions will be taken in line with 4.5 below.
4.4 Availability and Contact Protocols
4.4.1 Directors should all be active members of the Discussion Group, contributing to discussions and polls (see Section 4.5), It is recognised that different Directors have differing availability at different times and all undertake their role as Director voluntarily.
4.4.2 If an individual Director is aware that they will be away from the Internet for a 48 hour period or more, they should take all reasonable steps to advise the Board and indicate the likely length of time of absence, whether loss of access will be total or intermittent and whetherthey are available for urgent communications by other means (e.g. telephone). If significant decisions are therefore delayed, the remaining Directors should notify Central.
4.4.3 Absence without prior notification will be dealt with under section 3 of the Freegle Board - Ending Term of Office Procedures document.
4.4.4 Individual Directors will provide the other Directors with a phone number on which they may be contacted. A confidential contact spreadsheet will be maintained but individuals are free to decide if their number is published on it. If a phone number is provided to other Directors confidentially, it must not be posted on the Discussion Group or otherwise forwarded without permission. Telephone numbers should not be used for casual purposes unless by express permission.
4.5 Decision Making and Agreement
4.5.1 A valid quorum for decision making and the number of votes required for Agreement will be the same. (Rule 76-77) The quorum necessary shall be 50% of the Directors or 3 Directors, whichever is the greater and shall include those Directors attending, either in person or virtually.
4.5.2 All non-confidential decisions agreed by the Board will be advised to members of Central, by means of the monthly report. The Minutes of the monthly Board meeting will normally act as this report, with any additions or amendments as agreed by poll on the Discussion Group.
4.5.3 Once there has been discussion on an issue a Group (or agreed equivalent) Poll will be created.
4.5.4 Any Board Poll should ideally run until all Directors have voted. However, if there are Directors who have pre-notified the group of their absence, then the poll may be closed once all the non-absent Directors have voted, provided that is a quorum as defined in 4.5.1. However, if it is known that an absent Director has a strong opinion on the subject of a poll, where possible, the poll will be left open until they have voted. In the rare case of an emergency, a poll may be closed once the number of votes required for agreement (as defined in 4.5.1.) has been reached.
4.5.5 All Polls will have an abstention option which can be used by Directors who believe that they have a conflict of interest or believe the poll to be unconstitutional or on a matter beyond the remit of the Board. Other than for a conflict of interest, a Director abstaining from a poll should post a message on the Discussion Group explaining their reasons. This will give other Directors the opportunity to change their votes to abstentions. An abstention for a conflict of interest will count as an absent Director. The remaining votes will be determined under section 4.5.1.
4.5.6 All polls will have an “Abandon” option. This is to be used only if a Director believes that issues have moved on or information has come to light after the poll was started that make the poll result invalid or meaningless. Any Director voting for the poll to be abandoned must explain by posting a message on the Discussion Group and give other Directors the opportunity to change their votes.
4.5.7. All Polls will be created with the following options: Display results during polling, Display voter identity with each vote, and Send results to the entire group via email.
4.5.8 No decision will be considered an official Board decision unless it is polled or there is a clear discussion thread with a majority in favour.
4.5.9 No poll will be deleted or changed once voting has begun.
4.6 Communication with Freegle Volunteers and Central
4.6.1 Any communication with other people should be explicit as to whether the Director is posting on behalf of the Board or in a personal capacity. This can be done by adding a notation such as "Director’s Hat On" or "Personal Views" to the signature of a message.
4.6.2 No Director should post a message and state that it is on behalf of the Board without being confident that they have the backing of the Board. This confidence could come from a Poll result or other communication on the Discussion Group.
4.7 Communication with External People and Organisations
4.7.1 No Director should claim to represent Freegle to people or organisations external to Freegle without being confident that they have the backing of the other Directors.
4.7.2 This confidence could come from a Poll result or other communication on the Discussion Group.
4.7.3 Any correspondence by Directors with people or organisations external to Freegle on behalf of the Board or Freegle should be made available or summarised for the Board, other than if it is within the delegated powers of a Working Group, Team or specific role.
In accordance with the Rules 6-11 and current Finance Policy and Finance Procedures documents, the Board can raise, hold and expend funds for Freegle, and handle third party receipts and payments for Freegle affiliated groups and individuals undertaking Freegle national work.
4.9 Delegation of Responsibilities (Rules 65-67)
4.9.1 The Board can delegate work to individuals, teams or groups.. They will look for ways both to take advantage of existing skills and to allow people with an interest in developing a skill to do so.. The Board will provide a role or group remit and will be responsible for the decisions relating to the appointment and dismissal of role holders.
4.9.2 The Board may devolve its responsibility and authority to others as it sees appropriate. Any such devolution will be reported to Members and Central.