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NIABT Special Board of Trustee Meeting – Tuesday 2 December 2014 | Northern Ireland Assembly Business Trust

NIABT Special Board of Trustee Meeting – Tuesday 2 December 2014

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