Executive Committee Terms of Reference

1. Governing Document
The Articles of Association set out the general powers and responsibilities for members of the Executive Committee (Board of Directors) as follows:
  • Executive Committee members - Articles 28 - 31
  • Powers of the Executive Committee (Directors) - Article 32
  • Proceedings of the Executive Committee - Articles 39 - 43
  • Disqualification of Executive Committee members - Article 37
  • Financial Responsibilities of Executive Committee members - Articles 6 & 7, 48 & 49
  • Executive Committee members indemnity - Articles 55
These are further explained in the sections below. All Executive Committee members are expected to act in accordance with British International Studies Association Code of Conduct for Members of the Executive Committee in carrying out their duties.
2. Responsibilities
Notwithstanding the general provisions of the Articles of Association, the Executive Committee has specific responsibilities as follows:
 
3. Effective functioning og the Executive Committee
  • Establish the general governance structure for the British International Studies Association and agree terms of reference for its sub-committees.
  • Ensure that the British International Studies Association continues to fulfil its charitable objectives.
  • Ensure appropriate levels of authority are delegated to senior management team and staff.
  • Agree a schedule of matters for discussion at meetings, including policies to be reviewed.
4. Strategic and financial planning
  • Approve the annual budget and longer term financial plans.
  • Approve any change in agreed expenditure/activity that would materially affect the financial forecast.
  • Receive finance reports at all meetings.
  • Approve appointment of bankers, investment consultants and accountants unless delegated to the Governance Committee.
5. Policy
  • Ensure compliance with relevant legislation and regulations
  • Determine policies after advice from the Governance Committee as appropriate.
  • Agree the annual risk assessment and any required actions, or delegate this role to the Governance Committee.
  • Take overall responsibility for Health and Safety matters within the Association.
6. Monitoring and evaluation
  • Receive minutes of all Executive Committee meetings in a form approved by the Chair.
  • Receive regular financial reports, monitor progress against objectives and agree any significant changes to activities and objectives.
  • Receive reports and minutes of all sub-committee meetings.
7. External relationships
  • Agree an Executive Committee position and ensure appropriate representation on issues requiring external lobbying.
  • Agree representation on external bodies and organizations as necessary.
8. Personnel
  • Recruitment and appointment of the Chief Executive in association with the National Office host university.
  • Agree annual pay awards for all staff or delegate authority for approval to the Governance Committee.
Where appropriate, the Executive Committee should obtain outside legal or independent professional advice and such advisors may attend meetings as necessary.
9. Membership
  • The membership of the Executive Committee shall be as set out in articles 33-36.
  • A quorum shall be two members or one third of the total number of directors whichever the greater figure. A duly convened meeting of the Executive committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in, or exercisable, by the committee.
10. Attendance at meetings
  • The Executive Committee meets a minimum of four times per year. Directors ideally should attend all four meetings but should avoid missing 2 consecutive meetings.
  • The Chief Executive Officer and the Editors of BISA publications will attend meetings of the Executive Committee as ex-offico members. Other co-opted committee members and guests may attend as and when required.
11. Notice of Meetings
Notice of meetings confirming the venue, time and date together with an agenda of items to be discussed shall be forwarded to each member of the Executive committee no later than 2 weeks before the date of the meeting. All supporting papers shall be forwarded to the BISA drop box no later than 2 days before the date of the meeting.
12. Reporting procedures
  • The minutes of meetings, as approved by the Chair, shall be circulated to all members of the Executive Committee.
  • The Chief executive officer shall report formally to the board on the proceedings of the committee since the previous board meeting.
13. Powers
The Executive committee may authorise:
  • any 2 directors to execute and deliver any agreement, document or instrument and to do any act or thing for or in connection with any of the above transactions, arrangements and other matters; and
  • the Chief executive officer of the association to sign declarations, affidavits, warrants and other official documents, relating to customs, shipping, government and charity returns, taxations documents and other similar matters as may from time to time required to be completed in the normal course of charity operation; and
  • the appointment of individuals to act on behalf of the charitable company in relation to matters for which it has authority or responsibility.
 
May 2014
British International Studies Association
 
Email: office@bisa.ac.uk
Charity No:1151260
Company no: 8422260
Registered office: C/O Francis Grey Chartered accountants, Ty Madog, 32 Queens Road, Aberystwyth UK