The Board
Functions
D1 The Association shall have a Board who shall direct the affairs of the Association in accordance with its objects and these Rules and ensure that its functions are properly performed. These functions will be agreed by the Board and set out separately in a code of governance or otherwise in writing. At all times that the Association is registered as a Housing Association with the Regulator, the Board shall ensure that the Association takes account of any obligation imposed upon the Association by the Regulator in exercise of its powers and to comply with charity law and its obligations as a registered charity under the Charities Act (Northern Ireland) 2008.
Composition of the Board
D2 The Board shall consist of between five and twelve Board Members (including co- optees) as may be determined by the Board. A majority of Board Members shall always be capable of appointment or election by the Shareholders. Board Members shall be aged 18 or over.
D3 Except for co-optees and employees only or employees of any other body whose accounts must be consolidated with those of the Association, Shareholders can be Board Members.
D4 D4.1 The Board shall make available the obligations (including the expected standards of conduct) of every Board Member (including co-optees) to the Board and to the Association. The Board shall review and may amend the obligations of Board Members from time to time.
D4.2 Any Board Member or co-optee who has not signed a statement confirming that they will meet their obligations (including the expected standards of conduct) to the Board of the Association without good cause within one month of election or appointment to the Board or, if later, within one month of adoption of these Rules, shall immediately cease to be a Board Member or co-optee unless the Board resolves to disapply this rule in respect of any Board Member or co-optee.
D5 The Board may appoint co-optees to serve on the Board on such terms as the Board resolves and may remove such co-optees. Not more than five co-optees can be appointed to the Board or to any committee at any one time. A co-optee may act in all respects as a Board Member, but they cannot take part in the deliberations nor vote on the election of Officers nor any matter directly affecting Shareholders.
D6 For the purposes of these Rules and of the Act, a co-optee is not included in the expression “Board Member” or “Member of the Board”. For the purposes of Article 31 of the Housing (Northern Ireland) Order 1992, Board Members and co-optees are officers.
D7 No one can become or remain a Board Member, a committee member or a co-optee at any time if
D7.1 they are disqualified from acting as a director of a company, as a Board Member of another registered society or as a charity trustee for any reason, or
D7.2 they have been convicted of an indictable offence which is not, or cannot be, spent. or
D7.3 they have been convicted of any other offence at any time which, in the opinion of
the Board
- brings the Association into disrepute, or
- is incompatible with the role of Board Member, committee member or co-optee, and:
- the Board resolved (by a two-thirds majority) that they should be removed, or
D7.4 a composition is made with that person’s creditors generally in satisfaction of that person’s debts: or
D7.5 they are not a Shareholder (unless they are a co-optee or employee of the Association or any other Group Member); or
D7.6 they have absented themselves from three consecutive meetings of the Board or committee (as the case may be) in one rolling twelve-month period without special leave of absence from the Board; or
D7.7 a registered medical practitioner who is treating that person gives a written opinion to the Association stating that that person has become physically or mentally incapable of acting as a Board Member, co-optee or committee member and may remain so for more than three months; or
D7.8 they are a Resident and in the opinion of the Board are in material or serious breach of their tenancy agreement or lease or are subject to a possession order or are in breach of a suspended possession order, or are subject to any of the following types of court order: anti-social behaviour order, anti social behaviour injunction, demoted tenancy, or closure order; or
D7.9 they are a Resident and the Association has obtained an order of a competent court or tribunal against them for recovery of monies due from them to the Association provided that if the order is suspended or is an order for payment in instalments they shall only cease to be a Board Member, co optee or committee member upon failing to meet the terms of the order; or
07.10 they are an employee and their contract of employment is terminated; or
07.11 they are a specifically elected or appointed as a Resident Board Member and cease to be a Resident;
and any Board Member, co-optee or committee member who at any time ceases to qualify under this rule shall immediately cease to be a Board Member, co-optee or committee member (as appropriate).
D8 A Board Member may be removed from the Board: D8.1 by a Special Resolution at a General Meeting; or
D8.2 by a resolution passed by two-thirds of the Board Members, excluding the Board Member subject of the proposed removal and excluding co-optees and employees, provided the following conditions are satisfied:
- at least fourteen day’s notice of the proposed resolution has been given to all Board Members;
- and the notice sets out in writing the reasons for the removal;
- and the Board is satisfied that the reasons justify the removal.
D9 Whenever the number of Board Members and co-optees is less than permitted by these Rules, the Board may appoint a further Board Member in addition to the Board’s power to co-opt. Any Board Member so appointed shall retire at the next annual General Meeting.
Terms of office and election or appointment to the Board
D10 In every notice for an annual General Meeting the Board shall state those Board Members continuing in office and those candidates intending to offer themselves for election.
D11 Each Board Member, save for Board Members appointed under rule D14, shall be elected in accordance with any board membership policies adopted by the Board from time to time and shall be elected for a fixed term of office expiring at the conclusion of an annual General Meeting (each a “fixed term”). The fixed term shall be for a term of three annual General Meetings unless the Board has set a lower number of annual General Meetings for the relevant Board Member on their election. No fixed term shall be set which would cause the relevant Board Member to serve beyond their ninth consecutive annual General Meeting (and for this purpose time served on the board of another Group Member or on the board of any predecessor of the Association of another Group Member shall be counted). A Board Member may be required to enter into a service agreement with the Association.
D12
D12.1 At every annual General Meeting each Board Member elected under rule 011 who has served their fixed term shall retire from office. Any Board Member who retires from office at an annual General Meeting under this rule D12 shall be eligible for re-election subject to any board membership policies and subject to any restrictions contained within these Rules.
D12.2 Any Board Member retiring under rule 012.1 having completed nine years’ continuous service on either the Board of the Association and/or the Board of a Group Member (or any predecessor) shall not be eligible for re-appointment or re-election for at least three years of office.
D13
D13.1 Board Members elected under rule 011 will be elected in accordance with open and transparent selection criteria and election procedures set out in any board membership policies adopted by the Board from time to time. These may provide for prospective candidates to be approved by the Board before they are eligible to stand for election as Board Members.
D13.2 The Board, in accordance with the election procedures set under rule 013.1, shall endeavour to ensure that the Board possesses the quality, skills, competencies and experience which the Board has from time to time determined that it requires.
D13.3 In an election for candidates wishing to be Board Members at a General Meeting every Shareholder present in person or by proxy shall have one vote for every vacancy but shall not give more than one vote to any one candidate.
D13.4 If at elections the number of candidates for election as Board Members does not exceed the number of vacancies on the Board the Chair shall declare those candidates to have been duly elected. If the number of candidates exceeds the number of vacancies the meeting shall elect the Board Members in such a manner as the Chair directs and in accordance with any procedures set under rule 013.1.
D14 The Board may appoint or co-opt employees to the Board on such terms as the Board
resolves but no employee may be appointed (or co-opted) to the Board if, following their appointment (orco-option), employees would be in a majority.
Quorum for the Board
D15
D15.1 Subject to the provisions of rule D15.2 three Board Members shall form a quorum. The Board may determine a higher number or impose additional requirements.
D15.2 The Board will not be quorate unless Board Members who are employees of the Association are in a minority.
D15.3 If the number and make up of Board Members falls below the number and make up necessary for a quorum, the remaining Board Members may continue to act as the Board for a maximum period of six months and the provisions of rule D15.2 shall be suspended for that time. At the end of that time the only power that the Board may exercise shall be to bring the number and make up of Board Members up to that required by these Rules.
Board Members’ interests
D16 No Board Member, co-optee or member of a committee shall have any financial interest in any contract or other transaction with the Association or with any other Group Member, or be granted a benefit by the Association, unless such interest or benefit:
D16.1 is expressly permitted by these Rules or under any determination or guidance by the Regulator from time to time; or
D16.2 would not be in breach of, and would not be inconsistent with, any determination, guidance, standard or code published by the Regulator, Article 31 of the Housing (Northern Ireland) Order 1992, the Charities Act (Northern Ireland) 2008 and any guidance published by the Commission or any code of conduct and/or governance adopted by the Board.
D17 Any Board Member, co-optee or member of a committee, having an interest in any arrangement between the Association and someone else shall disclose their interest before the matter is discussed by the Board or any committee. Such disclosure must comply with any code of conduct and/or governance adopted by the Board from time to time. Unless it is expressly permitted by these Rules they shall not remain present (unless requested to do so by the Board or committee) and they shall not have any vote on the matter in question.
D18 Subject to rule D19, if a question arises at a meeting of Board Members or of a committee of the Board as to the right of a Board Member, co optee or member of a committee to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the Chair or chair of the committee in the case of a member of a committee, whose ruling in relation to any Board Member, co optee or member of a committee (other than the Chair or chair of the committee) is to be final and conclusive.
D19 If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the Chair or chair of the committee, the question is to be decided by a decision of the Board Members or members of that committee at that meeting, for which purpose the Chair or chair of the committee is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
D20 Any decision of the Board or of a committee shall not be invalid because of the subsequent discovery of an interest which should have been declared.
D21 Every Board Member, co-optee and member of a committee shall ensure that the Secretary at all times has a list of:
D21.1 all other bodies in which they have an interest as:
- a director or Officer; or
- a member of a firm; or
- an official or elected member of any statutory body; or
- the owner or controller of more than two per cent of a company the shares in which are publicly quoted or more than ten per cent of any other company;
D21.2 any property owned or managed by the Association which they occupy; or
D21.3 any other significant or material interest.
D22 If requested by a majority of the Board Members or members of a committee (as appropriate) at a meeting convened specially for the purpose, a Board Member, co optee or member of a committee failing to disclose an interest as required by these Rules shall vacate their office either permanently or for a period of time as the Board directs.
D23 Notwithstanding rule D16, the Association may:
D23.1 pay properly authorised expenses to Board Members, co-optees and members of committees when actually incurred on the Association’s business or such payments or benefits permitted under Article 31 of the Housing (Northern Ireland) Order 1992 and any determination made thereunder; and in accordance with ss. 88-90 of the Charities Act (Northern Ireland) 2008 and any guidance issued by the Commission;
D23.2 pay insurance premiums in respect of insurance taken out to insure Officers and employees;
D23.3 pay reasonable and proper remuneration, fees, allowances or recompense for loss of earnings to Board Members, co-optees and members o committees following appropriate independent advice; and
D23.4 subject to compliance with Article 31 of the Housing (Northern Ireland) Order 1992, and subject to compliance with any code of conduct and/or governance adopted by the Board from time, to time grant reasonable and proper benefits to Board Members, co-optees and members of committees;
D23.5 grant benefits to Board Members, co-optees or members of committees who are beneficiaries which are granted on the same terms and in accordance with the same criteria as they would be granted to any other beneficiary of the Association.
D24 A Board Member, co-optee or member of a committee shall not have an interest for the purpose of rules D16 to D21 as a Board Member, director or Officer of any other Group Member.
D25 Board Members, co-optees or members of committees who are Residents shall be deemed not to have an interest for the purpose of rules D16 to D21 in any decision affecting all or a substantial group of Residents.
Meetings of the Board
D26 The Board shall meet at least three times every calendar year. At least seven days’ written notice (delivered by hand, sent by post or Electronic Communication) of the date and place of every Board meeting shall be given by the Secretary to all Board Members and co-optees. The Board may meet on shorter notice where not less than seventy-five per cent of the Board Members so agree.
D27 Meetings of the Board may be called by the Secretary, or by the Chair, or by two Board Members who give written notice to the Secretary specifying the business to be carried out. The Secretary shall send a written notice to all Board Members and co-optees to the Board as soon as possible after receipt of such a request. Pursuant to the request, the Secretary shall call a meeting on at least seven days’ notice but not more than fourteen days’ notice to discuss the specified business. If the Secretary fails to call such a meeting then the Chair or two Board Members, whichever is the case, shall call such a meeting.
D28 Meetings of the Board or a committee can take place in any manner and through any medium which permits those attending to hear and comment on the proceedings. Any person who attends in this manner will be deemed to be present at the meeting whether or not all are assembled in one place
Management and delegation
D29 The Board may delegate any powers under written terms of reference to its committees or to Officers or employees. Those powers shall be exercised in accordance with any written instructions given by the Board.
D30 The Board may reserve to itself certain significant matters that cannot be delegated to committees or employees.
D31 The Membership of any committee shall be determined by the Board. Every committee shall include one Board Member or co-optee to the Board. The Board will appoint the chair of any committee and shall specify the quorum.
D32 All acts and proceedings of any committee shall be reported to the Board.
D33 No committee can incur expenditure on behalf of the Association unless at least one Board Member or co-optee of the Board on the committee has voted in favour of the resolution and the Board has previously approved a budget for the relevant expenditure.
Miscellaneous provisions
D34 All decisions taken at a Board or any committee meeting in good faith shall be valid even if it is discovered subsequently that there was a defect in the calling of the meeting, or the appointment of the members at a meeting.
D35 A resolution sent to all Board Members or all members of a committee and signed, or confirmed by Electronic Communication by three-quarters of the Board Members or three-quarters of the members of a committee shall be as valid and effective as if it had been passed at a properly called and constituted meeting of the Board or committee and may consist of documents in the same form and signed or confirmed by Electronic Communication by one or more persons.
D36 Notice may be given to Board Members or members of a committee by hand, post or Electronic Communication at the last address for such communication given to the Secretary. The accidental failure to give notice to a Board Member or member of a committee or the failure of the Board Member or committee member to receive such notice shall not invalidate the proceedings of the Board.
D37 The Board may, by power of attorney or otherwise, appoint any person to be the agent of the Association for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his or her powers.
A PDF copy of the full Co-Ownership Rules can be found by clicking here.