Directors Ending Term of Office Procedure

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Adopted by the Board at their meeting on 25th March 2015.


In addition to Rule 81(Termination of a Director’s Appointment), a Director will cease to hold office if:

  • They cease to be a Freegle Member (1); or
  • They resign their office (2); or
  • They are absent without agreement for all discussions held within a period of three months and the Directors decide by majority vote that their office is vacated (3); or
  • There is a breach of Working Practices (4).

PROCEDURE

(Each step in the sections to be taken in order)

1. Ceases to be a Freegle Member

a. A Director ceases to be eligible to be a Director if they are no longer a current Member of Freegle.(for eligibility, see Rule 54)

b. If the Director does not voluntarily resign, the Board will hold an internal vote, which can be carried by majority, to remove the Director without prejudice.(7)

c. The ex Director can remain as a member of centrally run groups in accordance with our rules that apply to all ex-Freegle Members.

2. Resignation

a. The Director should tender their resignation by email to the Board Discussion Group only in the first instance.

b. A maximum of a week will be allowed for the Director to reconsider their resignation. If the request is withdrawn the Directors will vote whether to accept the withdrawal. If the withdrawal is accepted by majority the Director will continue in post.

c. When the resignation is accepted the Director will be asked to inform Central of their resignation and they will no longer be entitled to participate in activities as a Director. If the ex-Director chooses not to inform Central themselves within 3 days, the Board will carry out the notification.

3. Absent

a. If a Director does not post on the Board Discussion Group for more than 7 days without notice or otherwise make contact, the remaining Directors will designate one of their number to establish contact by email, telephone or by checking with co-group owners and/or moderators on their home or neighbouring Freegle groups.

b. If there is no contact with any Director without prior arrangement or notification for more than 4 consecutive weeks, the Board can vote for:

  • A vote of no confidence, leading to removal of the Director (7), or
  • Improvement request (5), or
  • Mediation (6).

4. Breach of Working Practices

(see Board Role and Remit http://wiki.ilovefreegle.org/Board_Role_and_Remit)

The Board can vote for:

  • A vote of no confidence, leading to removal of the Director (7), or
  • Improvement request (5), or
  • Mediation (6).

5. Improvement Request

a. The purpose of a request is to find ways to improve ways of working.

b. The request will be be issued to a Director with agreement of the Board.

c. The request will be issued by email, accompanied by suggestions for development and opportunities for discussing the issue that is proving difficult.

d. The request will be logged by the Board and will be kept confidential within the Board Discussion Group.

e. If a Director is removed, dates and brief details of improvement requests, if relevant to the reason for removal, will be supplied to any relevant appeals process.

6. Mediation

In any dispute, a serving Director may request that formal mediation be used where appropriate in accordance with http://wiki.ilovefreegle.org/Mediation_Service_Procedures .

7. Removal

If a Director is removed from office under the terms of this procedure, they are entitled to appeal the decision. The ex-Director should lodge this appeal with the Ombudsman who will initiate the Appeals Panel procedure or assist with appointing an adjudicator, in line with http://wiki.ilovefreegle.org/Rules#Rule_83:_DISPUTES

8. Notification of End of Office

The Board will post a Special Notice on Central when a Director is no longer in post. The Ombudsman will also be separately informed. If an election to fill the vacancy is required (see Rules 57 and 58) the election process will be triggered for a replacement. Polling papers will give the reason for the vacancy.

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