Northern Ireland Assembly and Business Trust
Special Board of Trustee Meeting
Minutes of Proceedings
Session: 2014/2015
Date: Tuesday 2nd December 2014,
Venue: Room 29, Parliament Buildings
The meeting opened in public session at 4:33pm
Present:
Judith Cochrane MLA Chair
Leslie Cree MBE MLA
Róisín Hughes Norbrook Laboratories
Stephen Kelly Manufacturing NI
John Rooney Rooney Fish
Dr Joanne Stuart OBE Attrus Ltd, Vice Chair
In Attendance:
Sarah Burrows Cleaver Fulton Rankin
Louise Close Deputy Secretary
Michelle Carson Admin
Apologies
Robin Newton MLA
Phil Flanagan MLA
Claire Sugden MLA
Alban Maginness MLA
Michael Bell NIFDA
Chris Brown MCE PR
James Haughey Norbrook Laboratories
Susie Brown Secretary
Ivor Gibson Co-ordinator
John Stewart Director of Information and Outreach
1. Apologies:
Apologies are noted above.
2. Declaration of Interests:
None.
3. Existing Memorandum and Articles of Association
The Chair advised the Board that the existing Memorandum and Articles of Association were in TAB 1.
4. Draft Revised Articles of Association
The Chair passed over to the Deputy Secretary, Louise Close, to highlight the articles that have changed to reflect new rules introduced by the Board:
- Article 17: 4 – 17.8 – The addition of a Vice Chair
Agreed: The article was agreed by the Board
- Article 24: Appointment of Parliamentarian Trustees
Agreed: The article was agreed by the Board
- Article 25: Appointment of Business Member Trustees
Agreed: The article was agreed by the Board
- Article 26: Retirement of Parliamentarian Trustees
Agreed: The article was agreed by the Board
- Article 26.4 (27 in the updated Articles): Retirement of Business Member Trustees
Agreed: The article was agreed by the Board
- Article 31 (32 in the updated Articles): Applications for membership:
- 6. (32.6. in the updated Articles): Clarification of membership of agencies and professional bodies
Agreed: The article was agreed by the Board
Sarah Burrows joins the meeting at 4:48pm.
- 7. (32.7. in the updated Articles): Clarification of membership of academic institutions as Associate Members
Agreed: The article was agreed by the Board, however the Board will agree to enact the article following receipt of, and the subsequent agreement of, the details of Associate Membership.
- Article 34.2 (35.2. in the updated Articles): The quorum for a General Meeting will be 10% of membership.
Agreed: The article was agreed by the Board
- Article 41.1 (42.1. in the updated Articles) : Honorary Secretary and Honorary Treasurer
Agreed: The article was agreed by the Board
The Deputy Secretary opened the floor to the Board to ask Ms Burrows any questions on the revised Articles.
Leslie Cree MLA asked for clarification on Articles 38 and 29 – Proxy Notices. Ms Burrows confirmed proxies were only used at general meetings.
The Chair and Vice Chair raised a question about how the following Articles comply with how the Trust is currently managed:
Article 27.1. (28.3.in the updated Articles) – A Trustee may not appoint an alternate Trustee or anyone to act on his or her behalf at meetings of the Trustees.
And
Article 25.12 – If the Business Member Trustee resigns from his or her position as a Business member, or in the event of his or her death, the Business Member shall have the right, by notice in writing, to nominate a person to be a Trustee for the remainder of the term for which that Business Member Trustees had been appointed.
Action: To revise the Articles to allow a business to nominate a replacement Trustee if the employee who was elected to the Trust from their company is unable to fulfil the position during their term. The new representative must stand down at the next AGM and if they wish to be re-elected to the Board must follow the agreed re-election procedure.
Dr Joanne Stuart leaves the meeting at 5:23pm.
Ms Burrows raised the issue that the quorum for Trustee meetings should be increased to four from three.
Agreed: The revision to the article was agreed by the Board.
Mr Cree requested a definition of a Trustee Meeting to be included in the Articles.
Agreed: This revision was agreed by the Board.
The Chair thanked Ms Burrows for coming along to answer legal questions that were raised by Board Members:
Agreed: Ms Burrows to make changes to the Articles of Association as agreed by the Board and for the Articles to be agreed by correspondence.
Sarah Burrows leaves the meeting at 5:31pm.
5. Proposed Washington Programme
The Chair referred the Board to TAB 3 highlighting some information to a proposed Washington Programme to run from 15th-20th March 2015 for consideration by the Board.
Agreed: The Board are happy to go forward and get more information on a proposed Washington Programme. Further information will be sent to the Board for consideration before the Christmas Break for agreement due to timeframe of the proposed programme.
6. Any Other Business:
Date of next Meeting
The Chair advised the next meeting would be held on Monday 19th January at 4:00pm.
The meeting was adjourned at 5:46pm.
Mrs Judith Cochrane MLA
Chair, Northern Ireland Assembly and Business Trust
19th January 2015