Council is the guardian of the spirit of the Country Land and Business Association Limited ( CLA) and its long-term objectives.
Therefore it is important that the membership of Council reflects the breadth of the CLA’s work, a wide range of perspectives and a broad range of different communities with an interest in and a connection with the CLA’s work.
It should include enough people with the potential, background, skills and experience and time to become members of the Board.
1. Ensuring Accountability
- to recommend to members candidates for the Board and to hold the Board to account (and if necessary remove directors);
- to monitor the performance of the Board;
- to recommend to members candidates for the positions of President, Deputy President and Vice President of the CLA, after taking into account the views of the Policy Committee;
- to oversee the procedures for election of members of Council;
- to review every year the list of those bodies from whom Nominated members of Council are appointed;
- to report annually to members of the CLA on Council’s activities;
- to comment on proposals from the Board for the alteration of the Memorandum & Articles of Association.
2. Shaping Policy Development
- to receive and discuss reports on the performance of the CLA against the budget and key priorities;
- to receive once a year and discuss:
a report on the proposed amounts for the renewal of subscriptions
a report on the budget and key priorities of the CLA
- a report on the CLA’s strategy for the coming year(s);
- to draw on an understanding of the current and future needs of the CLA’s members in order to debate, influence and challenge strategy and direction;
- to debate important points of strategy or principle, to provide guidance and perspective to the Board and the Policy Committee;
- to raise issues of concern for the Board to pursue;
- to make best use of its collective understanding of the issues which the CLA faces by providing a reference point and sounding board to help the Board develop proposals and policies;
- to develop a feel for the issues facing the CLA on the ground through involvement at the grass roots;
- where appropriate, to ensure that Council members, through membership of regional or branch committee, sub-committee or other ad-hoc group set up to look at a specific issue:
complement staff skills and advise staff on specific issues
help staff with policy development
provide advice as needed on major projects.
3. Inspiring Support
- to act as advocates of the CLA among members, the wider public and a broad range of stakeholder organisations.
The first members of Council shall be those members of Council of the Unincorporated Association in office at the date of incorporation of the Company. Thereafter the members of Council shall consist of:
- the Officers duly elected in accordance with article 13 of the Articles of Association;
- the Chairman of the Audit and Risk Committee elected in accordance with article 14 of the Articles of Association;
- the Representative Members elected by the Branches or Regions;
- up to five Nominated Members;
- Past Presidents of the Company and/or the Unincorporated Association;
- up to two representatives each of such bodies known to be sympathetic to the Objects as Council may decide to be appointed under article 10.3 of the Articles of Association;
- any member of the Board or the Policy Committee, other than a co-opted member of the Board, not otherwise qualifying as a member of Council under articles 10.2(a) to (f) of the Articles of Association.
The breadth of experience and perspective which this mix of elected and appointed members brings enables Council to fulfil its role of holding the Board to account ensuring that the CLA takes full account of the wider interests of the members for whose benefit it exists and to act as the CLA’s conscience in delivering its objects.
A Representative Member’s term of office shall commence immediately after election and shall subsist for such period as accords with the rules of the Region or Branch electing the Representative Member or of which the Representative Member is a member. A Representative Member shall be eligible for re-election.
Council members should be able to demonstrate:
- an understanding of, a commitment to, and a passion for, the CLA, its purpose and its work;
- integrity, maturity, wisdom, good judgement and independence of mind;
- ability and willingness to be an ambassador for the CLA and to represent the CLA positively to external audiences;
- readiness and time to get involved in grass roots activity.
- knowledge of the aims and purposes of the CLA;
- knowledge and background in one or more areas of the CLA’s work;
- grass roots experience of the CLA’s work;
- an understanding of the current and future needs of the CLA’s beneficiaries, including members and the wider public;
- an understanding of, and interest in, the main challenges facing the CLA for 5-10 years ahead.
Council will meet three times a year. An agenda and related papers will be circulated at least 10 days prior to a meeting.
How Council arranges its business will be a matter largely for Council itself to decide.
It is envisaged there will be one major discussion item on a particular aspect of the CLA’s work on the agenda for each meeting.
In addition, there will be a regular pattern of business throughout the year.
What happens if Council identifies serious concerns about the actions of the Board or of some members of the Board
It can appoint a small group to investigate and to consider the matter before Council as a whole decides on the appropriate way forward. Such a Committee of Inquiry should only be set up if it is supported by at least two-thirds of the members of Council present at the meeting.
Council has the power to dismiss one or more, or all, members of the Board. This power is to be used only in exceptional circumstances such as if, in the opinion of Council, the behaviour of an individual or individuals or of the Board as a whole is likely to damage the CLA. A decision to dismiss a member or members of the Board would need to be approved by at least two-thirds of the members of Council.