Governance and Constitutional Review of the SHA

 Report and recommendations of the Governance and Constitutional Review Group

This document is available as a PDF for those who want it printed.       Governance-and-Constitutional-Review-of-the-SHA

Introduction

The Governance and Constitutional Group was agreed by the Central Council to undertake this review; to report back to Central Council and to make any recommendations which can then go forward for approval to the SHA AGM in March 2014, including any constitutional amendments required. The Constitution itself was originally drawn up in 1936, though revised since in part. Then 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 this 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. We recommend that the whole of these proposals are 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.

We do consider however that the Association is at immediate risk –on a number of fronts, including our unincorporated status [rendering all members potentially liable in the event of any claims], as well as other serious organisational flaws. We have referred to these in the “detail” and in our Risk Assessment attached.

We would be negligent if we did not bring this to your attention.

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 [1 month to respond]
• All Council Members were circulated with an interim report on 17^th January, with further comments invited from them by 24^th January.

• 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 three sessions meeting as a Group, two of which included discussions and interviews with the SHA Director and one with the Chair. Written submissions were also made by the Chair, the previous Chair, the Director and the Secretary, and other members.
• 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.

We consider that our proposals will benefit the SHA – and its membership; it is after all a membership organisation. It is inevitable that that in making any changes after a long period that the need for this is not always recognised; does not always meet with universal approval and can lead to entrenched positions being taken.

We have tried to step outside the organisation and to see also how prospective and former members might view us, as well as those closer to the inner workings. Our Group has a wide range of backgrounds, as indicated to all members and we hope gives you the confidence to support these proposals.

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

RECOMMENDATIONS

It has been put to us by one submission that nothing can be effected in any area unless it’s ”in the Constitution”. We do not hold with his view. Any organization needs to have procedures and processes for good governance, which are agreed, transparent, and help effective working, without being incorporated into the constitution and which would require a two-thirds agreement. Such restrictions would hinder any organization in moving forward. [ see footnote at the end of these recommendations]

Recommendations’ which have been put forward as Constitutional Amendments to the AGM are indicated as (C); those recommendations which can be implemented immediately are also shown as (I)

Constitutional Amendments submitted are also included as an appendix to this report

1. The SHA Objects to now include “National Health and Care Service “, (C) and (I) and to include inequalities and non-medical determinants of health. (C) and (I)
2. Policy Making and statements

a)     An annual  Policy Programme should be drawn up  in advance  by the Central Council  with timescales, themes , outcomes , lead roles and  presented to and agreed by the AGM [C & I]

b)     Policy agreed at AGM may be varied only if 75% of voting members of Central Council agree this is necessary in extremis, and to report reasons to the AGM [C&I]

c)      Policy areas not covered by the annual programme  can be  added to and developed by the Central Council, and agreed by majority vote (voting members ) [C & I ]

d)     Central Council will request policy suggestions from all members. A log will be kept on members protected area of the website [C&I]

e)     Policy formulation and implementation should be devolved to Task and Finish Groups formed from the Central Council, with Members Co-opted if necessary [C&I]

f)      Task and Finish Groups should be comprised of a majority of members, excluding Officers.

g)     Task and Finish Groups to report to the Central Council [C&I]

h)     Central Council to report on outcomes and progress to the AGM  through the Vice-Chair (Policy) and quarterly to members via SHA Newsletter and or website [C&I]

i)      There should be at least two Central Council meetings per annum devoted to Health Policy [C&I]

j)       All members , including Central Council members should be part of a broad approach involving the whole Central Council in engaging  directly  with  Labours  Health Team, whether in Government or opposition [I]

k)     Representation on any Labour Party Policy making or consultative bodies or Societies should be agreed by the AGM by majority decision. Representation should be by an elected Officer , Central Council member or Member [C&I]

l)      A formal written report should on any meetings held under (j) to the Central Council, and a summary report to be included in the Annual Report to the AGM [C&I]

m)   An elected post of Vice-Chair (Policy) be created [C]

n)     SHA Policy describes any aspect of SHA Policy, including any press releases, substantive statements, comments, use of social media. Any Communications should adhere to the Communications Protocol (attached), agreed with the Executive Committee (proposed) and shared with Central Council members prior to release.  No SHA member or staff member shall give any opinion out or statement as representing the SHA in any way unless agreed and authorized [C&I]

o)     Only agreed Policies shall be publicly viewable.  A proper Policy archive is required by topic and year- and by type of meeting e.g. Central Council. All policies to have an annual review date. Those more than 5 years old are deemed to have expired. [I]

p)     Any policies under discussion should have a watermark (draft) added a version number [I]

q)     Documents should be retrievable as documents rather than pages , as well as links [I]

3. Types of Membership and Membership issues, including Branches

a)     New categories to be introduced of unwaged, student, pensioners who have retired from work, persons working less than 16 hours per week, or on a training scheme. [C&I]

b)     Applications for membership to be reported to Central Council by the Secretary for confirmation and any branch informed. Branches are allowed two weeks to raise any objections.[C&I]

c)     Resignations can be with effect from and reasons provided if member wishes [C&I]

d)     Each affiliated organization is also entitled to one vote at Central Council meetings[C&I]

e)     An elected  post of  Vice Chair  (Membership) including Women and Equalities should be created[C]

f)      The entire membership data base should be validated as soon as possible. Any distinction between Members and contacts /supporters to be clear [I]

g)     Geographical arrangements of branches and members should be reviewed to see if any amalgamation may be beneficial [I]]

h)     Membership lists should be devolved to Branches and shared with Branch officers [C&I]

i)      Membership records should include gender, BAME and disability status[I]

j)      There should be a full membership report to all CC meetings and the AGM, including any Branch activity [I]

k)     A proportion of the total of all subscriptions, [minimum of 3%] should be paid to branches where conditions have been met. [see Constitutional Amendment ]

l)       Branches should make a report twice per annum to Central Council[C&I]

m)   Branches should have a minimum of 20 members [C&I]

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

o)     Members should be able to indicate if resignation of membership is with immediate effect or with effect from   and that members may provide reasons for resignation if desired to the Secretary.

p)     Membership may be suspended pending any appeal to a panel set up by Central Council into any disrepute allegations [C&I]

4. Overall Governance of the SHA

a)  We recommend that Officers are instructed as a matter of urgency to progress work to change our  status to Incorporated, or a Co Ltd by guarantee. Currently members have No protection whatsoever against any claims of any kind, and would be pursued individually after any assets were exhausted.

b)An Executive Committee  ( EC )should be formed comprising  the Chair, Secretary, Treasurer, Vice- Chair (Policy), Vice-Chair (Membership/Women & Equalities), Chair or Vice-Chair Wales; Chair or  Vice –Chair Scotland. In addition we recommend a post of Trade Union Liaison Officer be agreed as an EC member and elected to represent TU interests. [C&I]

c) Any commissioning of paid work, volunteers , or changes to paid staff terms and conditions to be   reviewed by the EC and confirmed by Central Council. [I]

d) Each Central Council will have a formal written report/and or statement made by the Chair, Any  Vice-Chairs, Secretary and Treasurer, and TULO Officer, and the most senior paid staff. Any financial report should show sources of income, one off or recurring and expenditure [C&I]

e) Central Council meetings are to have a recorded vote if 25% by show of hands request from voting     members and to be shown in the minutes. [C&I]

f) All Central Council and AGM Meetings should have a Report from the Chair and Officers , and built in time for questions .Such reports should include past quarters meetings and outcomes, and proposed future activities

g) The Agenda for Central Council should be circulated no later than one week in advance of the meeting and that any items reasonably requested by Central Council members up to ten days prior to the meeting can be incorporated on the agenda and included, unless satisfactory reason is given by the Chair why it can not. Central council can by vote agree to change the agenda and order if an urgent issue is tabled. A draft agenda should be circulated to Central Council members at least two weeks in advance , and asking for topics to be included.

g) The title Honorary to be deleted with reference to Officers [C&I]

h)  The Chair of the SHA is to be the line manager of the most senior of any paid staff, full or part-time. In their absence it shall be the Secretary, until any elections have been held for Vice-Chairs, when a    Vice-Chair will assume responsibility in Chairs absence

i) In the event of the Chair being relinquished after annual election, a Vice-Chair will become Acting Chair, unless more than six months are remaining in the Chairs term of office, in which event an election will be held.

5. Running and Organisation of SHA between AGM and CC

• Two Vice Chair/s (elected) position are created (Policy and Membership) as described above and a role description for this and the Chair be drawn up. [C&I]

-That the current 3 Officer posts (Chair, Secretary and Treasurer), together with these  Vice-Chair/s form an Executive Committee whose members to also include a Wales and Scotland representative., and a TULO Officer (elected ) [C&I]

• The Executive Committee [EC] should meet at least once a quarter prior to the CC or AGM and no less than eight times per annum [C&I]

-Any Conferences, seminars, training, meeting should be Chaired or hosted by an elected Officer or Central Council member [C&I]

-There should be a standardized evaluation process for events, meetings and a quarterly summary report [C&I]

• The most senior member of paid staff is accountable to the Chair day to day, or in their absence the Secretary [or Vice-Chair when elected]

The EC may consider management issues, staffing and confidential matters and shall report on substantive decisions made or planned to each CC (open) or where necessary in a closed [Part 2] Confidential session

-A part 2 closed sessions may be held where the Chair/Vice-Chair considers that any matters discussed in part 1 might be prejudicial to the SHA, and may exclude members/attendees

-The Communications protocol should be seen as the organization’s internal and external interface.

1. Finance and Auditing

a) Current Standing Financial Instructions to make reference to delegated spending limits to Officers or  staff, with a requirement to seek prior approval from the CC, where above 5% of total income for any one item[This requires variance and approval of revised SFIs by Central Council]

b) The Auditors are to be appointed by election at each AGM, and shall present and give their opinion  on the Annual Accounts at each AGM. No elected officer can be an auditor. Any audits shall be undertaken after requests to the Treasurer for documentation etc.  [C&I]

c) A proportion of the total of all subscriptions, [minimum of 3%] should be paid to branches where conditions have been met. [See Constitutional Amendment] See also 3 k above.

d) Our Standing Financial Instructions make no reference to delegated spending limits to officers or Directors, or requirements to seek CC approval. .  We recommend a figure of 5% of total annual income as a threshold above which approval must be sought. There should be a full financial report to each CC showing income, sources, expenditure, liabilities. Any commissioning of paid work, volunteers, or changes to the terms and conditions of paid staff should be reviewed by the EC, and confirmed by the CC

1. Role of the AGM and CC– including any annual reports

a) All reports made must allow questions to the authors from the floor.

b) Any Annual Report must include a report from all Officers, with questions from the floor. [C&I]

c) The Annual report should report progress against and outcomes against the years programme, and a full membership report. [C&I]

d) An Annual Policy Programme should be agreed by the AGM, after submission by Central Council. [C&I]

e) Policy agreed at the AGM may be varied by a 75% vote of CC members, with a report back to the AGM [C&I]

f) The AGM will receive a report from Central Council on all outcomes and progress against the programme [C&I] and included in the Annual report to the AGM

g) The AGM will agree representation on any external bodies, which should be by an elected officer or CC member [C&I]

h) The AGM will receive a report from the chair

1. Resolutions including emergency resolutions, and Special Meetings

a) Emergency resolutions shall be accepted for discussion at the AGM if supported by 25% of voting members and may be tabled within 24 hours of the meeting [C&I]

b) A Special General Meeting may be called by two-thirds of Central Council Members, or 10% of members not on Central Council or Officers. [C&I]

1. Conduct of Meetings

We have drawn up a Standing Order protocol, modeled on the SEA (Socialist Education Association) attached to the Constitutional amendments to apply to all meetings of the SHA including sub-groups [C&I]

1. Elections

a) Any candidates for election shall submit a brief statement and biographical details [C&I)

b) When nominations for any election are sought, members to be advised with a specific and separate communication identifying this subject only [C&I]

c) Elected candidates to complete a Register of Interests [C&I]

d) All members should receive details of elections, voting, without the need to request [C&I]

e) Where the Chair is relinquished with more than six-months of term remaining a fresh election shall be held; where less a Vice-Chair will become Acting Chair

1. Policies to develop

Policies should be developed urgently covering the whole suite of Human Resource policies, (employment aspects, equal opportunities, grievance and disciplinary policies, disability issues (venues/voluntary work performance and appraisal policies etc.), and redress against officers, staff, and complaints against or by members or non-members.

1.  Governance Group

We recommend that the Governance Group continue, to ensure any recommendations are implemented, and to report to Central Council no later than six months after the March 2014 AGM

Note:

http://legal-dictionary.freedictionary.com/constitution

Constitution: The fundamental law, written or unwritten , that establishes the character of a government by defining the basic principles to which a society must conform; by describing the organisation of the government and regulation, distribution and limitations on the functions of different government departments; and by prescribing the extent and manner of the exercise of its sovereign powers. A legislative charter by which a government or group derives its authority to act.

Policies: The set of policies and procedures that define , regulate and inform how you and your organisation operates

http://knowhownonprofit.org/organisation/operations/legal/copyof policies

 Detail -where necessary behind our recommendations. Numbering refers to the recommendation number

 (2)  Policy Making and statements

We currently have no actual process for agreeing Policy, or statements and responses by the SHA. There is a lack of clarity on structure, process and outcome. The Constitution limits policy SHA policy to the AGM, with new policy the responsibility of the Central Council. We have suggested in a constitutional amendment that:

-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 Central Council meeting.

We are firmly of the view that wherever possible policy is developed with members, which is why we are not persuaded that detail be left to Officers, the Director and one nominated by Central Council.

We recommend that an   elected Officer post of Vice-Chair Policy be created.

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.

Any press releases , substantive statements , including on social media  representing the SHA position in any way should adhere to the  agreed Communications Protocol, be agreed by the  Executive Committee -EC (proposed ) , and shared before release with Central Council members – (who might be approached ). There shall be a record kept of any made. This should counter the perception amongst some members as reported to us, that sometimes individual personal opinions are sometimes expressed, whether by Officers or staff.

We do need to consider not giving a platform to those who do not sharing our aims, including affiliations to any organizations, not just individuals. We should apply more scrutiny to the sponsors and stakeholders of any body we affiliate to.

No SHA member or staff member shall give any opinion or statement out as representing the SHA unless they are authorized to do so and the statement is agreed. We note that there already an agreed Communications protocol (attached as an Appendix), and which should be followed in all forms of media.

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

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

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

We also note that access by members to documents is by “links” to a “page” rather than a actual  document, which makes use of and retrieval difficult and cumbersome , and departs from usual practice of other  organizations including affilitiates .

8.     Types of Membership and Membership issues including Branches

We think it would be helpful for an elected Officer to have responsibility for reporting on membership and associated issues and further consideration is given to the SHA having a Membership staff member to lighten the load of some basic tasks from the Director. Currently the Director undertakes all this activity.

We have been told that our strength lies in our members and we want to have a focus on these including Branch development, and making us less London –centric.  We recommend this is signaled by a post of Vice-Chair ( Membership / and Women and Equalities) Currently we appear gender, BAME and disability status blind- which is not acceptable.

Given the large number of TU contacts /supporters of the SHA we feel it advantageous for SHA TU members to elect a TULO Officer to represent them on the SHA Executive Committee.

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. We received evidence to indicate that an inflated membership record which included contacts had led to more delegates being elected to Central Council than should be allowed from Branches,  -for some  considerable time- and in effect making us ultra vires.

We have reviewed the grouping of members by currently different and haphazard geographical areas and recommend that these be overhauled to give a larger membership base by amalgamation where possible.

Membership lists should be delegated to Branches and devolved Regions.

A suggestion has been made that we have a Women’s’ Membership Officer. There are precedents of course in both the Labour Party/Fabians. We are conscious of the under representation at Central Council meetings, AGM, officers etc. We recommend that an elected Officer post be created of Vice-Chair Women and Equalities, to be combined with the Vice-Chair Membership post.

We have suggested that members may provide reasons if they wish –if they lapse or resign. We should welcome feedback and act on any criticism where expressed.

The constitution is silent on quorums for branches,  officer categories,) when AGMs are to be held, frequency of meetings,  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.
• We have made Constitutional amendments to remedy  some of these issues
• There is currently no facility to “suspend” membership, or to appeal against termination of membership. Again we have tried to remedy this with a constitutional amendment.

SHA Legal status

We are currently unincorporated. We have established informally that to change our status is not costly, and recommend that further work to look at incorporation status should continue to be investigated as a matter of urgency. We are concerned at liability of website items, Information security and Intellectual property rights.

Another affiliate -to the Labour Party (LFIG) –Labour Finance and Industry Group is a Co Ltd by guarantee.

4. Overall Governance of the SHA

At present the elected Officer Group is very narrowly defined, and limited to three officers with most work being undertaken by the Chair in practice.

In addition the Director currently undertakes representational duties, membership, Finance, Annual report, website, social media, training, and events.

We consider that the Officer Group should be wider, operate as an Executive Committee and in effect fulfil more fully their elected and titled roles, including oversight of the SHA between CCs, and any paid staff.

We consider that making the Officer Group larger, and having proper defined areas (e.g. Policy/Membership) can only help in this.

It is clear to us that any paid staff need clear direction and management, and that current arrangements are unsatisfactory from an individual aspect and by Central Council.

Making the Officer roles more active and responsible will remove some of the inherent conflicts when all aspects are undertaken by one paid member of staff, as well as workload. In addition we currently have no resilience as an organization with all operational actions and functions being undertaken by one person, in the event of holidays, emergencies, sickness etc.

5. Finance and Auditing

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.  We recommend a figure of 5% of total annual income as a threshold above which approval must be sought. There should be a full financial report to each CC showing income, sources, expenditure, liabilities. Any commissioning of paid work, volunteers, or changes to the terms and conditions of paid staff should be reviewed by the EC, and confirmed by the CC.

The majority of all financial transactions and reports appear to be undertaken by the Director, rather than         the Treasurer, placing not only a greater burden than need be, but not having a proper separation of functions. The Auditors appointed by election at the AGM shall make a report to the AGM and give their opinion as to the accounts which are to be audited physically independent of any officers or staff.

6. Running and Organisation of SHA between AGMS and Central Council

A major weakness to us is the lack of a transparent decision and policy making process, real involvement of Central Council, and reporting to it by Officers and Director.  We recommend that the Chair and any senior paid officer  report on past /proposed activities /meetings; report on outcomes and to involve CC /members in these where possible. There should be a Report from the Chair to each CC, with a built in time for questions.

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

At present there is no specific mention of any actual paid roles in the Constitution, although we have one paid member of staff. From the written and verbal evidence we have taken it is clear that there is no line management taken at all by the officers of paid staff, whilst the Central Council is responsible for their appointment only currently. This is an untenable situation, with neither the Officers nor Central Council giving any direction, priorities etc- unfair to them or paid staff.  We have had mixed views on where this accountability should lie-from the current and former Chair, but we are firmly of the opinion this should lie with the Chair, and in their absence another elected Officer, and we suggest the Secretary, until a Vice- Chair is elected under our proposals

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 two Vice-Chairs – elected at the AGM with full Officer rights. In the absence of the Chair, the Vice-Chairs 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 Chairs in Chairs absence. It is clear that the Director is accountable day to day to the Chair.

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:

– Two vice Chair/s (elected) position be created (Policy and Membership) as described above and a role description for this and the Chair be drawn up.

–That the current 3 Officer posts (Chair, Secretary and Treasurer), together with these  Vice-Chair/s form an Executive Committee whose members to also include a Wales and Scotland representative., and a TULO Officer (elected )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 with a quarterly summary report.

-The Executive Committee should meet at least once a qtr 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 organizations’ internal and external interface

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

At each CC and AGM, Chair, Treasurer, Secretary, Vice- Chairs 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

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 new “Standing orders “for the conduct of meetings are attached as an appendix to this report.

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 24 hours of the meeting.

9. Conduct of Meetings

Meetings should be governed by new Standing Orders

10 .Elections to Central Council and Branches

The nominations process shall be clearly outlined to all members with 2 month’s notice of any AGM to ensure sufficient time is allowed for fair, transparent process.   A Proposer and seconder shall be recorded in the minutes. A notice specifically devoted to elections and   nominations only will be issued electronically or by post when any election arises.

The Constitution currently requires a biography to be submitted by candidates to Central Council. We have suggested that this be of 500 words in future. In addition we propose that all those elected complete a register of interests, (home addresses redacted) and have circulated a suggested pro-forma. 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. The register to be publicly available on SHA website.

11.  Policies to 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

12. Governance Group

In addition to our recommendation that a Group continue, we would welcome additional members and feedback over the course of the next year from the March 2014 AGM

SHA – produced by the Governance and Constitutional Review Group

 Risk Assessment and Assurance Framework 2014  some key risks –see foot of document for key

-go by the score –e.g 5 x 5 =25- higher =worse, not the colour

Principal objectives	Principal risks		Risk Lead	RR	Existing Controls	Assurance Sources	Gaps in Control (C) or Assurance (A)	Action Plan to address Gaps		Overall Action Plan Status
What the organisation aims to deliver? (Objectives)	What could prevent the SHA objectives from being achieved?		(Dir title initials)		What systems do we have in place to mitigate the risk?	Where can we gain evidence relating to the effectiveness of the controls which we are relying on?	Where are we failing to put effective controls in place? or Where are we failing to gain evidence about their effectiveness?	Plans to address the gaps in control and / or assurance and (indicative completion dates)		Red Amber Green
Sustain as a viable association	SHA is unincorporated All SHA funds depleted & actions against all individual members		SHA Officers and Central Council	5 x 5 RED	NONE	N/a	Reluctance to obtain independent advice		Governance Group asks Officers to act urgently	5 x 5 RED
	SHA gives platform to some opposing our aims- loss of members, reputational risks, TU funding		NONE at PRESENT	4 x 4   Amber	Editorial board has made some attempts to mitigate	Work of editorial board	Current work of Editorial Board held up by disagreement on role		Editorial Board work should be reinstated. Comms Protocol to be followed.	4 x 4 Amber
	Membership data base is flawed; no data on gender or BAME or disability Variance in no of delegates elected and votes at CC and of acting ultra vires		NONE	5 x 5 RED	1)        NONE	Need independent review, and linked to CLP areas Need a full membership report to CC and AGM	No proper membership reports given		Created eLected Vice-Chair Membership/Women & Equalities, & consider more  staff support to membership duties	5 x 5 RED
Expand and revive Branches	Lack of Resources to Branches, no identifiable geographical area		NO	3×4 12 AMBER	NONE	Work with TU partners and CLPs	Raise awareness of SHA locally		Elected Membership VC; devolve some funding to branches; hold less London centric meetings Identify local speakers	12 Amber
Financial Controls	No limit in current SFIs on delegated spending limits		Central Council, Treasurer and Auditors	3X4 12 AMBER	Reports to AGM or CC.	Audit of expenditure	Need to have a direct report from Treasurer		Proposed EC to review any salary changes; commissioning of work and limit placed in SFIs on delegated spending	12 Amber
Involvement of Members in Policy and a real Policy process	Lack of information o members and no framework for participation  Officer “exclusivity”		EC/ Central Council	4×4 12 Amber	NONE	None really- reliant on round robin emails;	No broad objectives agreed,; no outcomes identified or success criteria or CC contact with Health Team		Create VC elected PolicyPost, constitutional changes to improve policy process, including annual plan and Officer reports, and Task and Finish Groups. Ability of CC to adapt to Policy outside AGM`s. Evaluation of conferences & training	4 x 4 Amber
	A too small Officer Group, not covering required areas adequately , and more direct involvement		CC	4×4 16	THE AGM and the Constitution	Current issues demonstrate lack of role definition, concentration of authority in too narrow a group	No checks and balances other than annual elections; no formal reports required		Creation of an EC , and with 2 x elected Chairs, plus Regions and a TULO Officer. Changes in the Constitution to reflect and reporting by Officers, and line management of staff	16 Red
Elections process and members	Lack of awareness of elections  taking place and what candidates stand for		AGM	3X4 12 AMBER	Only requirement is to submit a biography.	Member feedback, and those seeking election	.  No compliance on biography		Proposed biography of 500 words all candidates and elected candidates to complete a register of interests 12 Amber

 

Level of Risk
	Most likely consequence (if in doubt grade up, not down)
Likelihood of occurrence	1) None No obvious injury or harm Minimal financial loss (<£1,000);	2) Minor More than 3 days off sick due to injury moderate financial loss (£1 K to 20K);	3) Moderate Hospitalised or medium term injury Major financial loss (£20K to £100K) including litigation settlement.
1) Rare – Can’t believe the risk will ever happen	1	2	3
2) Unlikely – Do not expect the risk to happen but it is possible	2	4	6
3) Possible – The event may occur occasionally	3	6	9
4) Likely – The event will probably occur but is not a persistent issue	4	8	12
5) Almost certain – The event will undoubtedly occur, possibly frequently	5	10	15

CONSTITUTIONAL AMENDMENTS