Governance and Constitutional Review January 2014

Interim Report and emerging recommendations of the Governance and Constitutional Review Group

Considered by  SHA Central Council 18th January 2014.

Introduction

The Governance and Constitutional Group was agreed by the Central Council to undertake this review; to report back to Central Council and make any recommendations which can then go forward for approval to the SHA AGM in March 2014. We will review all this work following Central Council discussions on 18^th January 2014.The Constitution itself was originally drawn up in 1936, when the landscape and challenges were different and perhaps more clear cut. The NHS has been established but under great threat. We have a wide membership, different partners and a different policy process within the Labour Party to which we are affiliated.

We have considered in our timeframe as many areas as possible which are relevant to effective SHA Governance, and not just those relating to the constitution itself. Any specific constitutional amendments will need to be endorsed at the AGM; currently these require a two-thirds majority [Rule 21]. The tests we have tried to apply are those of Democracy, Accountability and Transparency. We have indicated where we feel any changes should and can be implemented immediately following the AGM, and also as an IMMEDIATE improvement process, together with draft Standing Orders covering behaviour. We hope that the whole package is supported to enable the SHA to go forward; be more effective and able to achieve more as an organisation, with checks and balances, ensuring probity and removing ambiguity where possible.

Our approach

• All members of the SHA and SHA contacts were advised of the review and to contribute by email,  telephone, or hard copy up to 10^th January 2014

• 48 separate documents and sources were considered by us including any constitutions , for all the Socialist Societies, including telephone contact with them
• We also looked at good practice in other organisations, including the NHS, and made reference to Labour Party rules where appropriate
• We held two sessions, one of which included discussions and interviews with the SHA Chair and SHA Director. Reference to key points made and emerging themes are included in our report. As a matter of record we have received no direct submission from the other two officers , to whom the Chair has referred to frequently  in correspondence and evidence, and the Director also. A request was made on financial matters, membership and status to both the Secretary and the Treasurer but neither have made a response to us to date, despite ample notice.
• An appendix to our report includes written submissions which are anonymised, with the exception of the Chairs submission, which he has agreed to.
• We have also attached an annex to improve some of our processes  and accountability immediately.

Some areas will require further oversight and also more work on both implementation and development in key areas including our Human Resources arrangements. For this reason we recommend to Central council that the Group continue.

Thanks to all those who took the time and trouble to respond and give evidence and especially the Group who have given their considerable time freely, and worked very hard in a short timescale.

Harry Clarke

Chair, Governance Group

Members: John Lipetz, Cllr Rachel Harris, Cllr Mike Roberts, Tony Beddow, Caroline Molloy, Richard Grimes

Emerging  Recommendations

These will be worked up into constitutional amendments following Central Council on 18^th January, and form part of a fuller report to go to the AGM for approval

1. Aims of SHA    

     we need to say something here about “campaigning” and what that means?          

2. Policy Making and statements

We took evidence from both the Chair and the Director and are disappointed that despite this the CC agenda has suggestions  which appear to pre-empt  recommendations from us, and limiting the “detail” to officers, the Director and one other nominated by CC.

We  need to establish procedures (whether as part of the constitution or not) which clearly lay out:

1.            The process for putting forward, and deciding upon, a proposal that an existing SHA policy needs to             be reviewed (or a new one created).
2.            The process for shaping the questions that would then form part of the policy review
3.             The process for getting informed and considered input into, and discussion of, those questions
4.             The process of turning those questions into a policy.

-The procedure should also include:

•  The role of central council members, ordinary SHA members, paid officials and elected officials, at each stage (and also the respective role of email, meetings, websites, AGM).
•  Policy should be agreed by the CC and confirmed by the AGM
• All members , including the CC should be able to contribute to Policy making
• We should have a more inclusive and broader approach involving the CC in engaging with Labour’s Health Team, in addition to the formal Party Process, such as a Policy CC .

Any press releases , substantive statements , representing the SHA position in any way should adhere to the Communications Protocol, be agreed by the EC (proposed ) , and shared before release with Central Council members – (who might be approached ). There shall be a record kept of any made

We do need to consider not giving a platform to those not sharing our aims, including affiliating to any such organizations, not just individuals

No member shall give any opinion or statement out as representing the SHA unless they are authorized to do so and the statement is agreed.

Only agreed policies should be publicly viewable. A proper Policy Archive is required by subject, and proper ordering of policies. All policies to have a review date (annual); policies more than 5 years old deemed to have expired unless updated in last 15 months.

A PDF facility should be added to the website, as is common with all organizations to ensure the protection of documents therein.

All policies under discussion and not FINAL and agreed shall have a document control version and “draft” watermark attached.

3. Types of Membership and Membership issues

Non-waged/ student/retired/ standard and Life. All members to have full and equal rights

We think it would be helpful for an Officer /and or a EC proposed member (such as a Vice-Chair) should have responsibility for reporting on membership  and  further consideration be given to  the SHA having a Membership Officer to lighten the load of some basic tasks from the Director.

Reference has been made to “affiliated “ members”. We note that there is no provision in the constitution other than affiliated organizations.

We recommend that the Membership data base is validated, possibly independently, and that a distinction between “contacts”/interested parties and actual members is made clear and organized separately on the database

A suggestion has been made that we have a Womens’ Membership Officer. There are precedents of course in both the Labour Party/Fabians . We have no firm view but are conscious of the under representation at meetings, officers etc.

4. Overall Governance of the SHA

Our Standing Financial Instructions make no reference to delegated spending limits to officers or Directors, or requirements to seek CC approval. This should be remedied. Recurring expenditure items to come to CC. Mileage and bicycle rates to be up rated at AGM. Report to CC of substantial variance from budget (income or expenditure) to be defined as a %. Any commissioning of paid work, volunteers, or changes to the terms and conditions of paid staff should be reviewed by the EC, but any recommendations and variances to go to CC .A financial report to be made to each CC, showing distribution of income sources and expenditure

Central Council to have a recorded vote if a majority by show of hands request

Branches: The constitution is silent on quorums for branches, ( suggested 10% of members and 70% of  officers minimum) when AGMs are to be held, frequency of meetings, ( suggest 4 pa ) reports to Central Council or AGM an opportunity for branches to report back.

• Branch arrangements are not properly noted or reported back on

including re meetings/membership/nominations

• Branches AGM arrangements to be in line with approved practice
• This needs negotiation with those ’branches’ that exist at present to avoid alienation.

5. SHA Legal status

Further work to look at incorporation status should continue to be investigated. We are also concerned at liability of website items, Information security and Intellectual property rights. Unlike other organizations we have no current PDF facility which is a security weakness and slows down moving and posting documents.

6. Running and Organisation of SHA between AGMS

A major weakness is the lack of a decision and policy making process, real involvement of central Council, and reporting to it by Officers and Director. The Immediate Improvement process will help.

Chair and Director to report on proposed activities /meetings; report on outcomes and to involve CC /members in these where possible –[see Improvement process ]

There is a gap in terms of secretarial/contemporary minutes and recording of decisions at present. Cannot expect the Director to do all these things for an executive and the CC as well as supporting branches

Whilst at times the Central Council is large and sometimes unstructured in approach, we consider the Officer Group (excluding Director) to be too small and a better connection to the CC is required. We recommend that :

Vice Chair/s position be created and a role description for this and Chair be drawn up for the AGM

That the current 3 Officer posts (Chair, Secretary and Treasurer), together with the Vice-Chair/s form an Executive Committee whose members to also include a Wales and Scotland representative. The EC shall have authority to co-opt 3 other CC members to assist in the different portfolios of work and lead as necessary and report on.

The title Honorary should not apply to any elected Officer post

Any conferences, seminars, meeting should wherever possible be Chaired/hosted by an elected Officer and or a Central Council member. There should be a standard evaluation process developed .

The Executive Committee should meet at least once a quarter prior to the CC or AGM and no less than  eight (8) times per annum.

The Executive Committee may consider issues including management issues, paid, voluntary staff and confidential matters and shall report on substantive decisions made to each Central Council (open ) or where necessary in a part 2 session .

The Central Council shall have provision for meetings and business  to be arranged in a Part 1 open to all CC members , other members and staff;  A part 2 closed session where the Chair/or Vice-Chair considers that any matters discussed might be prejudicial to any aspect of the running of the organization and that dependent on issues any member/staff may be excluded from, but this does not override any due process applying to any individual (s) which shall be described in a separate procedure.

The Communications Protocol should be seen as the key steer for the organisations’ internal and external interface

We need Policy Groups open to all members including CC, and the practice of special CCs on policy to continue.  Suggested areas covered to include Membership, Policy, Campaigns, Education and Training, Editorial, Governance, and Finance& General. We hope this can stimulate more involvement by members and align with members skills. The Director or other staff in attendance as required.

Other than at Annual elections any officer may be removed from their position at 3 or 6 months after their election following a 75% recorded vote by voting members at CC

All Central Council Members will be required to complete a register of interests, including any group’s belonged to, paid, unpaid work, consultancy or by association with spouse/partner/relative. Any declarations to be made at any meeting and no part to be taken in the relevant section of meeting. Secretary to Maintain the Register. Register to be publicly available on SHA website.

At each CC and AGM, Chair, Treasurer, Secretary, Vice- Chair and Director will take questions at the end of their report, giving written replies subsequently where requested.

CC minutes and AGM minutes will not be made public until approved

Quorum for Central Council: to be 10 members including 2 Officers

7. Conduct and role of the AGM  and CC– including any annual reports

All reports made must allow questions to the authors from the floor. Any Annual Report must include a report from all Officers, with questions from the floor. Apart from Annual Accounts the Annual report should report progress against and outcomes against the years programme, and a full membership report.

Suggested Standing orders are below

The AGM to agree priority areas and a plan for the year ahead with some measureable outcomes

8. Resolutions including emergency resolutions

Any ordinary resolution may be made in writing with 7 days notice to the Secretary who will notify the Chair. A majority vote at Central Council will decide the resolution. An emergency resolution may be made if supported by 25% of voting members and may be tabled within 12 hours of the meeting.

9. Calling of special meetings  

These shall be called on occasion as agreed by the CC/executive

11. Role of the Chair and Vice- Chairs

Other than Chairing meetings, and being responsible for the running of the SHA between CCs, there is no role description of the Chair, and the current Vice-Chairs have no role, other than taking the Chair in the absence of the Chair. We recommend that a) the duties of the Chair are defined b) consideration be given to a Co-Chair c) that a Vice-Chair be elected at the AGM with full Officer rights. In the absence of the Chair, the Vice-Chair shall Chair an AGM or CC or Special meeting. The Chair should be responsible for the day to day management of the Director/other paid staff volunteers ; Vice Chair in Chairs absence. It is clear that the Director is accountable day to day to the Chair .

12. Nominations process

The nominations process shall be clearly outlined to all members with 2 month’s notice of the AGM to ensure sufficient time is allowed for fair, transparent process.  Proposer and seconder shall be recorded in the minutes.

12. SHA Annual Report including Auditors

13. Length and term of any ELECTED Officers

14. Disqualification of a member or members; suspension/ expulsion of members;                                                                    any appeal process, removal from elected office.

• Bringing the SHA into disrepute applies to all members, officers and staff, paid or voluntary

15. Policies we should develop

Currently, little regard if any is paid to gender, equality, childcare or disability issues in relation to conduct of and location of meetings, and work undertaken by members on a voluntary basis.

Policies should be developed urgently covering the whole suite of Human Resource policies, (employment aspects, equal opps, grievance and disciplinary policies, performance and appraisal policies etc.),  and redress against officers, staff, and complaints against or by members or non members) .

We should clarify whether we are registered under the Data Protection Act.

16. Governance Group

We recommend that the Governance Group be kept in place to a) oversee implementation of these reforms and b) work up areas under 15 and 5

Immediate Improvement Processes

The governance group – some interim immediate recommendations:

1. That a constitutional amendment [to be prepared]) makes explicit which one individual is responsible for line managing staff day to day between Central Council meetings. We recommend it is the Chair, which would be normal practice – and understood to be such by the previous Chair . This individual could of course delegate aspects of work management (for example, over the website) to other individuals (for example, the EB Chair).

Views are sought from CC on this constitutional recommendation.

1. That to assist the Chair in exercising his current constitutional responsibilities, and whoever has those constitutional responsibilities in future, we recommend the Central Council endorse the following procedures with immediate effect:

a) Weekly Directors report following set format to be circulated to CC

b) Directors report to be submitted to Central Council meeting following set format

c) Chair’s report to Central Council meeting following set format

d) Clearer procedure on agenda items at Central Council

e) Clearer procedure on policy prioritization and development

NOTES – a) and b) are interim solutions which form part of the governance groups’ ongoing work on resource management and what kind of role the SHA should be playing c) forms part of our ongoing wider work on governance. Items a)-c) are not our final word on these areas but are presented here as matters that need urgent attention. d) May need to be the subject of a constitutional amendment, views are sought.

e) Will have constitutional implications and will be the subject of a separate document but is mentioned here for completions sake.

a) A weekly report to be circulated to CC by the Director, set format to include:

i) A list of meetings held / attended – who, when, what. To include telephone meetings.

ii) Links to new additions to the website, highlighting which are written by the Director/Chair.

iii) A list of other public-facing activity undertaken that week, including any SHA-organised events, SHA communications to membership, media contacts etc.

iv) Points of information for example events or opportunities for engagement

v) Requests for decision / discussion – though unless there is an urgent issue, these should be placed on the CC agenda instead

vi) Key correspondence received requiring a response

vii) Written overview/reports/key points to emerge from workshops/seminars/meetings organized /attended

vii) Rough outline of the week ahead – any key meetings/contacts esp. with Labour/public planned?

viii) Anything else the Director judges to be important to inform CC about.

The use of email from Director to CC to be kept to a minimum outside this weekly report. In particular, emails sent outside working hours to be discouraged in recognition of the stressful impact this has on people particularly those with caring responsibilities. Important emails should not be sent with minimal notice late at night to be acted upon by CC or working groups.

The frequency of this report can be reviewed in future, but at the present busy & contentious time it would be helpful to have it this often. We feel this level of transparency would actually reduce the demands on the Directors time of dealing with current dissatisfaction expressed by some.

b) That each Directors report to Central Council meetings includes:

• i) Membership and branch report, outlining:
  • total membership by branch,
  • details of the last date of each branch AGM & list of the elected/acting branch officers
  • Detail of any activity undertaken since the last report on this subject, to increase membership or branch activity level.
  • detail on progress towards equalities monitoring
• ii) Details of meetings held with a brief written note on key messages discussed, that can be elaborated on verbally.
• iii) A link to any written submissions made in the official capacity as SHA Director (including for example on Your Britain).
• iv) Policy areas which may need attention – both re internal governance and in terms of national/local work.
• v) An overview of the period ahead including:

• any planned/known of meetings with Labour/other opportunities to influence Labour
• any known of policy announcements or likely developments (for example, commission or quango reports) that the SHA may wish to consider whether it responds to (and who should respond)
• Opportunities for CC and other members to also engage in meetings for example

c) That the Chair produce a Chair’s report to each Central Council outlining:

• i) Outside interests held
• ii) Details of meetings held with a brief written note on key messages discussed.
• iii) Key work (in particular, policy areas) the Chair has undertaken since last CC meeting
• iv) the work (in particular, which policy areas) that the Chair suggests he and the Director prioritise over the coming month, taking account of any email requests that have been received from central council, the SHA’s constitutional objectives, and any annually set priorities that have been agreed (once this is in place)
• vi) An outline of Officer meeting s held and decisions taken

d) that the agenda for Central Council meetings be circulated no later than 1 week in advance of the meeting, and that any items reasonably requested by Central Council members up to 10 days prior to the meeting to be incorporated on the agenda are included, unless satisfactory reason is given by the Chair as to why it cannot be. Central Council can by vote agree to change the agenda if an urgent issue is tabled. Central Council agenda to allocate sufficient time to questions to each section of both the Directors and Chair’s reports and any made by Secretary or Treasurer

e) These issues overlap with a process of identifying policy areas for development, and the process that policy development work then takes. A separate report will be prepared by the governance group on this area.

f) that where a working group or an individual has been tasked with the agreement of the CC, this brief shall be honoured and the work conducted included in the organisation’s collective knowledge.

Proposed Standing Orders for SHA AGM and Central Council meetings

to be adopted at 2014 AGM held March 8^th 2014

1. Quorum

The Central Council  quorum is 10 members. Unless otherwise decided, all meetings shall start at 12 noon.  If there is an Executive Committee meeting preceding this will commence no later than 11.00am. If within half an hour a quorum is not present, the meeting shall proceed but no decisions will be recorded and business will be carried forward

2. Order of Business

An Agenda shall be prepared by the Secretary and shall be circulated to members by no less than 7 days before the meeting. All items thereon shall take precedence over all other business. Any member wishing to introduce business for consideration of the meeting should notify the in advance or else the Chair at the beginning of the relevant meeting.[But note provision for emergency resolutions]

3. Suspension of Standing Orders

In the event of any matter of urgency, however, the Chair may accept a motion for the suspension of Standing Orders. The member moving such suspension must clearly state the nature and urgency of his business, the number(s) of the Standing orders affected, and the length of time (not exceeding 30 minutes) he/she desires such suspension to last. No suspension shall take place except by a two thirds majority vote of the members present.

4. Minutes

The minutes shall be taken by the Secretary or in his/her absence by a member nominated by the Chair. The minutes of the previous meeting, (or meetings if the same day as the EC meeting), shall be circulated to the members with the Agenda. After confirmation of the minutes by a majority of those present, they shall be signed by the Chair as a correct record and members shall then be at liberty to ask any questions in regard to matters arising out of them. Such questions shall be allowed for purposes of information only, and no debate on the policy outlined in the minutes shall take place. Minutes will only be published publicly once approved

5. Selection of Speakers

The Chair should use his/her discretion to encourage active participation by all members in the meeting. Members wishing to speak should indicate so to the Chair by raising their hand. When more than one member indicates that she/he wishes to speak, the first to indicate shall be given precedence, the decision resting with the Chair. The Chair should also involve all those members present at the meeting as to the length of a particular item on the agenda, whenever the number of speakers wishing to speak might jeopardise discussion of subsequent items.

6. Chair’s ruling

If the Chair calls a member to order, or for any other purpose connected with the proceedings, the member speaking will stop speaking immediately. No other member should speak at this point. The ruling of the Chair on any question under the Standing Orders, or on the points of order or explanation, shall then be given and regarded as final, unless challenged by not less than four members, and unless two thirds of the members present vote to the contrary. If there is a challenge to the Chair’s ruling in accordance with the above, then that part of the meeting shall be chaired by the Vice Chair, or in her/his absence, by the  Secretary.

7. Interruption

If any member interrupts another in unacceptable fashion while addressing the meeting, or uses abusive or unacceptable language, or causes disturbance at any of the meetings, and refuses to obey the Chair when called to order, he/she shall be named by the Chair. She/he shall thereupon be expelled from the room and shall not be allowed to enter again until an apology satisfactory to the meeting be given.

Written submissions                                                                                                                                                                                                                                                            Appendix D

[SHA Chair RB]

I welcome the structured approach and the open invitations to participate; the right issues are identified. I have followed the approach which I commend but I may have a few other matters worth putting to the Group when we meet.

I believe that we have two choices.  Some update of the Rules/Constitution with relatively minor changes or a comprehensive and complete re-write.  We should perhaps offer the alternatives. I have no strong preference although if we do make major changes we have ensure we take enough time to do it properly and we need to be mindful of current rule 21.

My opinion, based on my recent years of active membership of the CC, is that times have changed and the SHA must adapt.  The behaviour at meetings used to be informal and relaxed and fine for general exchanges but lacked structure and discipline and so makes it almost impossible to reach agreements on difficult issues, especially when there are strong minority views.  Changing the rules may, or may not, change behaviour.

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TOPIC AREA: 1 AIMS OF SHA

Topic 1 [RB]

We need to be careful we don’t make policy by accident so I think we have to delete the last sentence, at least as regards England!

I think we should incorporate the 3 strap lines we agreed last year after much debate and which is on everything we produce.

I don’t think we can just refer to the NHS here as we must take a much broader view on care generally; seeing the NHS as an isolated island is part of the problem.

Adding other political parties is problematic as our relationship with Labour is well established and functions.   I have no problem with having relationships with other parties but our clear priority has always been to influence Labour as (in England anyway) they are the only party where there is any realistic hope of implementing anything we support.

I agree to adding “economic” and refer back to 1(a) and the need to be broader in aims.

Do we need to keep current 2(e), 2(f) and 2(i)?  We don’t actually do much under these headings.

2 a     Could read “to work for a comprehensive NHS that serves equitably all parts of the UK, which is free at the point of use, funded by direct taxation, and which delivers high standards of preventive, diagnostic, treatment and after care services for individuals and which, working with others, aims for the ever improving health status of the populations served. The NHS will directly own, manage and employ such capital and other resources necessary to achieve these objectives”   2 b  Could have inserted after “Labour Party” and other socialist parties2 d  Add “economic” before “housing”2h Change “conduct propaganda in furtherance” to “provide information and education about

I agree absolutely with your 2 (a) However a further question not clear at the moment is what type of society are we. Are we a debating society as Martin seems to think by allowing anyone including marketeers to post blogs, or are we a pressure group with the purpose of achieving and keeping a socialist NHS as you state in 2 (a)?         My preference would be the latter. I do not think we should open up the website to people not fully behind our stated aims. I think if this is what we accept then 2b of the constitution may need looking at as some might argue it keeps the door open for neoliberal and market principles, as despite Shibley’s efforts I don’t think we have defined socialism yet

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TOPIC AREA: 2 Policy Making and statements

Topic 2 [RB]

Policy making in the SHA is messy and erratic and will probably stay that way no matter what we put into any rules.  I think policies develop in all sorts of ways and too much structure restricts our ability to respond to events and changes generally in the real world.

I am happy with what we currently have which makes clear nothing is SHA policy unless it is properly formally agreed by CC and endorsed at AGM.

I do not believe any of the current perceived problems have anything to do with what the Rules actually say.

I liked the way we used to have free and open exchanges and I personally disagree with the steps to censor and restrict contributions to our web site (subject to removing things which are clearly inappropriate such as personal abuse).  We can only develop new policies by honestly discussing our differences.

I think the process should be up to CC and Officers as now.  We simply have neither the resources nor the enthusiasm required for the kind of structure being suggested and whatever we did it in sub groups it would still result in arguments at CC.

Commentary: As described in recent emails we have no defined policy making process, -in relation to the SHA itself, Labour Party Machinery or to for example Labour in Government or Opposition.

a)     Need to agree how a programme each year (s) drawn up     AGM should set broad programme

b)    Process of contributing  – CC should oversee the detail and timetable  –  probably via a Policy sub Group (perhaps led by a Vice Chair) with all members being alerted to the work and the route for comments. Sub group to prepare drafts for CC to receive amend or approve

c)     Agreement

Review and monitoring

We don’t want to get too bogged down in process.  The Labour Party has a long involved and so ineffective process which we should not seek to emulate.  We should be quicker and sharper.

NB the most influential Socialist Society is the Fabians.  They have, as a constitutional provision, no policies at all

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AGM 2010 agreed annual plan to be drawn up every year by May. Director had role to facilitate which was also written into a self-penned job description. This has not happened.

Problems include frequent ‘ad-hoc’ opening up of policy making, challenging existing established policies, etc (by email/tweet) without any obvious rationale.

Another problem is that Questions have been asked of Director, can you furnish me with evidence to support proposals. Director’s response has been ‘not my job, that’s for you to do’.  A priority for our resources should be facilitating evidence-based decision making.

• To An annual plan  as previously agreed
• Improved better reporting on staff and chair’s activities
• Labour liaison by chair, staff and others to be focused on sharing with SHA as a whole, the opportunities to input.
• SHA CC to be informed early enough of opportunities to input to Labour (even if they are not totally certain) and asked (not told) if they think a formal collective SHA response is desirable, and who should do it.
• SHA CC and members also to be kept informed of other looming policy areas and given the opportunity to suggest where policy may need reviewing.
• Existing SHA policies MUST be clearly labelled as such, ideally broken down to Labour headings. This is not happening at present. The website link to policies shows a list of policies including very old ones. The site states it ‘may not reflect current thinking’. If someone wants to know what DOES reflect current thinking, they MUST be able to readily access that – ie the exact wording of the policy that was agreed via formal democratic process. And they SHOULD be able to access this in a far more user friendly way than at present, i.e. policies broken down under useful, current headings such as those being used by the Labour party in its review.
• I suggest that we establish procedures (whether as part of the constitution or not) which clearly lays out:

1. The process for putting forward, and deciding upon, a proposal that an existing SHA policy needs to be reviewed (or a new one created).

2. The process for shaping the questions that would then form part of the policy review

3. The process for getting informed and considered input into, and discussion of, those questions

4. The process of turning those questions into a policy.

• The procedure should also include:

The role of Central Council members, ordinary SHA members, paid officials and elected officials, at each stage (and also the respective role of email, meetings, websites, AGM).

a)     I suggest we use the Socialist Education Association as a starting point and see if there are other things that need adding. It may be that we only move to a fully member based democracy next year but there are things that could be done to improve democracy and accountability within central council (and between central council, chair, other address this we need: elected officers and Should we have a specific “ Policy Making Event “ /s ?

Yes – the AGM.

The AGM should be the governing body.

Events can be discursive but they should not make policy – this seems incompatible with a clear constitution.

(Other recommendations are extensively listed in the above sections).

I absolutely agree that the AGM should set the broad programme and the central council should provide the details and monitor through measurable outcomes that programme is being met. It might be helpful if the chief officer could be given a template to report to those outcomes rather than the poor descriptive conflict ridden report he has just produced this January. Policy sub group a good idea with clear process for members to be able to feed in. Might also be useful to separate out the blogs that are posted for information and those that are posted where feedback required. I don’t think everyone necessarily wants to read everything and it’s easy to miss things like this feed in if they are not properly identified.

Agree with your recommendations options and timescale comments

The governance issues are less around the Central Council and the members, which seems to operate perfectly legitimately and more around the behaviour and actions of the chief officer. Whilst I am not a fan of hierarchical organisations I think if the chief officer cannot act within the aims and objectives of the organisation, then (he) in this case needs to be held to account. Who is responsible for doing this? And is the CC satisfied that the accountability of the chief officer is as it would expect? Is the chief officer’s performance appraised against the aims and objectives of the organisation, and whilst this may be difficult to achieve with the current CO assuming that person will not be in post for ever a job description and person spec should perhaps be drawn up for successors.

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TOPIC AREA: 3 Types of Membership

Topic 3 [RB]

Most of what is suggested is already there.

The rights and benefits of membership are not clear

We should define more fully the different rights of individual and affiliated members. Issues include:

The right to be advised of and attend relevant branch meetings to speak and vote

The right to attend and observe CC

The right to see all branch and CC agendas and minutes via the web site

The right to contribute to policy making

Affiliates should have these rights laid upon their nominated reps

I think the Constitution already establishes these rights.  All minutes and agendas of central council and branches are always put on the website.

I would see the following types of member only    – Under21, Low income (? need to define), honorary life, “corporate”

Suspension and expulsion should be for the branch concerned with right of appeal to the CC (?different for Scotland?) 

We haven’t had a member under 21 in the last 20 years.  Subscription rates are decided by the AGM.  Honorary and Life by Central Council.  We have 11 life members, 10 of whom I inherited.

I would prefer not to have an age-related membership, if the assumption is that younger members will not have the financial ability of older members then this should be addressed by the “low income” type. Similarly with “retired”. The term “full” implies extra rights over other types like low income. The types should be Waged, Low Income, Life Honorary and Affiliate.

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TOPIC AREA: 4 Overall Governance of the SHA

We are currently Governed by a Central Council. Are the numbers and balance correct? . Have we paid proper regard to gender for example ?. Do co-optees have a CC Vote ?

How does Central Council reach decisions – e.g. call for a show of hands? Recorded vote if required?

Not sure about need for gender balance, or age balance, or ethnicity balance; difficult to arrange if members are regionally elected.

CC to operate by simple majority on show of hands unless named vote called for by proposer at beginning of debate.

Co-optees not to vote unless previously endorsed as delegates by the sending branch / body   

Call for show of hands/recorded vote should not be compulsory, but there should be an absolute right of any attending member of CC to request a show of hands vote.

 Proxies?

Not sure about need for gender balance, or age balance, or ethnicity balance; difficult to arrange if members are regionally elected.

The key problem is a lack of control by central council over the day to day business of the SHA. The constitution needs to make clear a) that paid staff are accountable to the chair in between meetings, and the CC at meetings b) that the CC has a role in deciding the job tasks c) that the chair is also responsible to the CC at meetings, for management of the staff d) that the CC can specify reasonable reporting requirements on chair and paid staff and these are to be prioritised.

Absolute opposition to electronic voting. Completely inappropriate.

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TOPIC AREA: 5 SHA Legal status

Topic 5. [RB]

I agree that more work is needed.  I am far from clear about what should be in the Constitution and what should just be agreed policies.

I agree we need to be far more conscious of our obligations as an employer and have grave concerns over some recent behaviour which must be addressed through clear policies.

I understand we are currently unincorporated- meaning we can be individually liable for acts/omissions/ commissions in our name –suggest further work required here.

Is need for all to be clear about our legal status and how we exercise the power of a body corporate when entering into contracts.

Also need to be clear about our employer responsibilities and the suite of employment policies we may need (equal opps, grievance and disciplinary policies, performance and appraisal policies etc.), Also need adequate standing financial instructions covering power to commit expenditure, role of auditors,  spending levels of officers and CC, reporting lines and timescales to officers and CC    

Need to allow branches to commit certain expenditures from branch funds

Many membership organizations are “company limited by guarantee” where the guarantors are limited to nominal liability. Can we take legal advice about whether this is appropriate for the SHA and advice on the amount guarantors should be prepared to pay.

We need to set up a structure which ensures limited liability for individuals.

Essentially it seems this needs to be either:

Company limited by guarantee

Community Interest Company (CIC)

Charity

For ease I suggest we become a Company Limited by Guarantee as a matter of urgency. This is the starting point to most forms of incorporation, it is quick, easy and cheap (given the existing level of our records, I imagine it could be done in a day or two), and we can always shift to a CIC in future if desired, though as the SHA is not asset rich, I don’t think that would be particularly necessary.

I absolutely agree the legal status of the organisation needs changing. Am assuming we have members who can advise on this

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TOPIC AREA:6 Running and Organisation of SHA between AGMS

Topic 6 [RB]

The fact that most CC members did not understand what was in the rules is not of itself a reason for changing them.  The VC’s are elected by CC NOT by the members.

I would be in favour of an executive but it has to be small enough to function.  If we had (say) two VC’s elected by members as well as Chair, Secretary and Treasurer that would be plenty.

In general I agree with the suggestions but don’t think this is part of the Constitution.

———————————————————————————————————————-                Between AGMS the SHA is run by the Central Council, but day-to day by the “ Officers “. There appears to be a lack of clarity between those who are actually ELECTED; those who are OFFICIALS (e.g. staff –whether paid or not ), and between the Chair ( not honorary) and the Treasurer and Secretary ( Honorary). This area needs to be thought about in regard to the role of Chair, Vice-Chairs etc

Elected officers to be: Chair, Hon Secretary, Vice Chair (or chairs -2 max), Treasurer. Auditors to be appointed by CC

All elected officers to have role descriptions and reporting tasks to do – probably via short written reports to CC

Auditor to have clear power to oversee work of Treasurer and Director and to report direct to CC at least annually.  

Vice chairs should be elected.

Working groups should be able to be delegated by the CC, any of the CC’s / chair’s power (power to make reasonable requests of the paid staff).

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TOPIC AREA: 7 Conduct and role of the AGM – including any annual reports

Topic 7 [RB]

AGM to receive and approve:

Written reports of all officers, auditors, and Director, to include progress on campaigning and policy development / impact and full financial report showing balance sheet and income and expenditure

Policy development programme for coming year

The AGM is described as (see 9a current constitution) as being the governing body of the SHA, i.e. an annual meeting which shall determine the POLICY (my emphasis) of the SHA . Execution of decisions at AGM etc shall be vested in the Central Council.

Central Council is described as conducting business including setting up of Groups, appointing staff, sanction PUBLICATIONS and appoint all DELEGATES to represent the SHA nationally

Get rid of term honorary officers

The only thing I’d ask about the AGM is, is it always held in London, and if so would there be any chance of moving it around a bit?

Definitely need a ballot before the AGM for the election of hon officers and members. Not sure this happened with Richard Bourne’s election

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TOPIC The only thing I’d ask about the AGM is, is it always held in London, and if so would there be any chance of moving it around a bit?

Definitely need a ballot before the AGM for the election of hon officers and members. Not sure this happened with Richard Bourne’s election

: 8 Resolutions including emergency resolutions

TOPIC AREA: 9 Calling of special meetings

Topic 8 and 9[ RB]

I am not sure if this is a special CC meeting or a Special Members meeting.  Either way if properly convened such meetings should have the same powers as the ordinary versions except for some matters reserved for the AGM such as changes in rules around elections.

Bar should be set high to call a special meeting, bar set lower for an emergency resolution.

Special Meetings: need agreement of 2/3 of CC members?

Emergency Resolution at CC: need majority vote of CC members present at the meeting?

We should have provision for policy resolutions to both Central Council and to AGM as a key way that branches / individuals can suggest policy. As per SEA constitution.

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TOPIC AREA: 10 Formation of an Executive Commitee

Topic 10 [RB]

Currently there is no real Executive as such- the Vice Chairs have no areas of responsibility and are restricted to 4.

There appear to be no duties laid down for Vice-Chairs, nor any formal communication with each other, or “ Honorary” officers, nor any role if the Chair is absent

Proposal: vice chairs with responsibility for – membership (engagement/comms), women’s officer

For me more important to get suggestions made above under (2) (4) and (6) sorted out first, which could enable working groups to have proper power, rather than establish another clique/hierarchy.

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TOPIC AREA: 11 Role of the Chair and Vice- Chairs

Topic 11 [RB]

An option may be to look at whether a Chair can only serve for a number of consecutive/ or terms in total; whether there should be a gender Change each year –

We could look at a max. term of three years for the Chair (i.e. can stand for election on three occasions only before standing  down but can then seek election again.

Excellent suggestion to limit number of terms of Chair.

Chair must submit chairs report to every CC and CC should agree a set format.

Chair should declare his/her external interests annually.

Chair has ultimate responsibility for line managing paid staff though this can be delegated to working groups/Vice Chairs by the CC.

Chair should have an open Q&A with members at every AGM.

Labour Party model for CLP: two year term of office, rotate gender, good model works well

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TOPIC AREA: 12 SHA Annual Report  including  Auditors

To describe what should be in the Annual Report – e.g report of he Chair, & whether there should be quarterly reports e.g

..” last month I met with x; I am meeting with y”

As a minimum to include agreed objectives and progress; events and outcomes; membership activity

I would see each CC having a brief written report from Chair, Treasurer and Director.

Also an update on policy and campaigning work for discussion – or agreement in the case of policy

Also a “forward look” re upcoming events

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The reporting of paid staff to CC in between CC meetings to be agreed by CC as procedures.

The format of both reports to CC meetings and reports in between meetings to be agreed by CC as procedures.

Agree with what you say here. All reports should be written to a template with how aims objectives and outcomes as set by AGM are being met

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TOPIC AREA: 13 Length and term of any ELECTED Officers

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TOPIC AREA: 14  Disqualification of a member or members; suspension/ expulsion  of members; any appeal process, removal from elected office

Topic 14 [RB]

: Need to think about what constitutes bringing SHA into disrepute and other areas as suggested

I don’t think we can define this prospectively and I don’t think we should fetter our discretion.

We should agree if this power rests with CC or whether only branches should be able to propose suspension with the full  CC acting as the “court of appeal”. 

There needs to be a clear dispute process. The following is adapter from the process used by some Foundation Trusts. Complaints about an officer/employee made to the Chair who will select a group of 4 (?) CC members to form a T&F group to examine the case and present a recommendation to the full CC who will decide on a majority vote. If the complaint is against the Chair then a Vice Chair (should we have a VC with a specific responsibility for governance?) should have the responsibility to set up the T&F group to handle the complaint.

Votes of No Confidence to remove an officer? Bar needs to be set high to trigger such a vote, say 2/3 of CC must support such a vote, full vote is taken by the entire membership with decision made by a majority of those who vote.

Definitely continue allow members from other parties.

Once we agree the aims as in TA 1 then we should be having no truck with people pushing the line ‘it doesn’t matter who the providers are’ Like Martin (who must stop) and this person below. I understand he is an SHA member and former VC

http://www.pulsetoday.co.uk/home/the-big-interview/dr-neil-goulbourne-we-want-to-provide-care-for-as-many-patients-as-possible/20005399.article

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TOPIC AREA: 15 Policies we should develop e.g HR

Topic 15 [RB]

I agree a full set of appropriate policies is desirable but this is for Officers to develop and then approval by CC (endorsement by AGM).  It is not a mater for constitution but all comments and views would be welcome.

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As mentioned we appear to have: (this is not exclusive)

No Standing Financial Instructions ( Bank transfer, petty cash, cheque signing, raising orders, counter-fraud measures, mileage etc)

No HR policies : employment; Information security; CRB; references, contracts, leave, sickness, appr.    No policy on evaluation of events

No policy on sponsorship

Statements to press/media/social media

Broadly, yes to all of these. Not too bothered about evaluating events as a first priority given all we have to do. appraisals, performance; safety at work , disability (including venues)

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Statements to the Press should have the authority of the CC which means that they should be made by the Chair or a CC member. Statements to the Press should be made by a named member (ie no ‘lobby briefings’). Individual members have free speech and we should support this right passionately, but if they speak ‘as the SHA’ or in any way under the banner of the SHA (eg via social media) then the opinion should be restricted to SHA agreed policies.

Appendix E:  Evidence Session and discussion : Chair and Director

Areas discussed by the Group with the Chair and Director included –

-areas of weakness they would like to see changed

-areas one or both felt essential to keep

-work priorities and dividing time

-Membership, branches, affiliates and funding

-meetings of Officers

• Policy process and review of policies

-representing the SHA

-evaluation of events, meetings and seminars

Appraisals, work programme and priorities and salary review

Although we did  not have sufficient time to discuss issues of escalation  to the  Chair; spending limits; gender balance  and general issues of equality and diversity, amongst others we have made observations in all areas where they are considered necessary for a modern organisation.

Martin Rathfelder – Director

MR was concerned that there was a perception that constitutional arrangements and procedures were not there when in fact they were. It was just that members themselves were not aware of them. He was in agreement that there is no disciplinary and appeals procedure and pointed out that he had circulated an example.

MR commented that he has no framework in which to direct his activity and comments indicated that he had mixed relationships with the various Chairs over the years but little direction. The Director advised that he worked 28 hours per week.

MR is responsible for membership and general administration but sees the major portion of his position as meeting with members and supporting their branches or them to put forward their views. He tries to put forward a collective view which may not necessarily be in current policy. Stating that before Twitter no one knew what he was saying but now his comments are more generally seen.

As far as he is concerned there is a policy process which is that policy is agreed by Central Council, amalgamated and written on the website and then published.

MR felt that there was a problem around Central Council (CC) at the moment – there is no agreement of what we are doing and he is concerned about that. He would like to see some certainty of role required from CC and the Chair. There are questions about policy certainty and policy priorities.

MR note the strength of the association as being in its members, their knowledge and the inclusivity of their views.

MR advised on the financial contribution made by the respective Trade Unions: Unite £2,500; £6,000 Unison; GMB £5,000

The membership system would be best left with him as he knows about it. Mentioned that it would be better online and the Labour Party has made an approach offering software.

MR believes a stronger branch system is needed and pointed out that he was first employed as development director for branches.

Re conference organisation – we are supported financially by Unions and membership. Conferences tend to break even. MR feels he has been left to run these on his own and it needed Central Council to step up and provide both support and do some of the work. Some evaluation had been done post the events but was quite vague and who it went to or what it was used for. Feedback occasionally given on the day.

Re accountability – felt that an executive group was needed to run the association between Central Council meetings. With respect to diversity we should be recording (we don’t have a mechanism for it in place) and at least have an aspiration to increase the diversity of our members.

In answer to questions to clarify members he stated that any affiliated organisation has a seat on Central Council and there were affiliated and full members at branch level.

Web site- he stated needs more steer from CC about what it wants from the website and needs to have collective agreement.

Is employed for 28 hours a week on a ’modest wage’

Richard Bourne – Chair

Stated that he is looking for the Governance Committee to produce recommendations for immediate action this AGM; recommendations that may have to go forward to start after next AGM; and general recommendations for changes to be considered by Central Council.

RB feels the key issue to be that of the behaviour at Central Council..

Currently there is no proper separation of routine business and executive matters and confusion over who exercises functioning of the association between CC meetings. He expressed the view  that:

•   There is a need to clarify key officer roles and functions and there is a lack of structure to that
•   Vice Chairs should be elected by the membership
•   There needs to be properly defined procedures around employment matters

In response to questions RB stated that our employment policies are incomplete and out of date and should cover volunteers and potential interns as well as employed staff.

Re Chair’s role – the delegation of instructions to the Director, the current standing financial instructions are all down to custom and practice.

In practice he thought that there are only currently 2 functioning officers with issues about the Treasurers actions and role.

RB would like to see the executive elected by the membership and appraisal processes to be put in place.

Re priorities and work programme direction – we had no clear answer over priorities and policy development and any policies have to be sanctioned by CC. Actions should be in the meeting minutes. CC members should also take part in organising or fronting any events the association holds. Policies should be developed for the Labour Party but should be balanced with those that reflect the reason d’etre of the association.

With respect to developing current or changing policies then there is a gap in processes that are needed to deliver a platform and mechanism for coping with these.

RB stated that the Directors salary should be set and reviewed and determined with the CC.

Other discussion points noted:

Clear questions were raised re salary that revealed there is no benchmarking of Directors salary and no information about if the post has a pension scheme or contribution made.

Needs to be a clear separation between enduring values and practical policy (i.e. time lapsed) policy, Also the content and approach to policy with suggestions from CM of 5 years for enduring policy and 3 years for tactical policies

The SFI’s need revising to be more robust – they should reflect responsibilities for recurring expenditure (should be taken to CC) and expenses limits and authorities.

 Governance Group observations:

• Distinct need for clear descriptions all executive officer roles and the overall role of Central Council. Thought and suggestions need to be given including mandate, accountability to members, balance of administrative responsibilities need to be outlined.
• Whilst the approach to the director has been light touch in terms of membership, this area needs more attention
• The whole question of how the SHA is promoted and by who is also highlighted by some of the answers received. Who speaks for the organisation externally, how they in turn are mandated, how we promote and communicate internally to members needs to revised and strengthened. Here is an obvious issue about differentiating between policy, contributing current views publically and ongoing promotion of the organisation itself.
• Re any executive arrangements – must have branch representation, CC appointed representation as well as ‘key officers’. Attendance should be recorded
• There is a gap in terms of secretarial/contemporary minutes and recording of decisions at present. Cannot expect the director to do all these things for an executive and the CC as well as supporting branches.
• Branch arrangements are not properly noted or reported back on – however needs negotiation with those ’branches’ that exist at present to avoid alienation.
• Our employment practices are completely unacceptable legally but also in terms of transparency, accountability and driving the needs of the organisation.
• Should we be considering building our policy reviews around the election timetable – this is now looks like it is going to be stable on a 5 year rotation?
• A revision of SFI’s is urgent (Separate from any roles – it needs doing now)
• Question of “affiliated members”, “members” and “contacts was still unclear and written evidence and verbal evidence was contradictory. We appear to have 800 or 1300 or so members and two/or three functioning branches. We need a proper validation of membership records and do not have full confidence in these at present
• We need to shift to 80% proactive, 20% reactive
• Need more information on where we get our finances from and breakdown. We need to be looking at declaration of interests.
• How far is the Communications Protocol followed?
• Are we registered for Data Protection ?

On policy development is whether we are being a bit restrictive in gearing  up only or  mainly for     parliamentary elections. First there is the EU dimension  – which is looming larger. Second, we  perhaps ought to either confirm the autonomy of the Scots and Welsh  in terms of their policy  processes  and timescales. Lastly (possibly) there might be some local government issues (e.g. around public health)  that might arise in local elections.