This document is drafted in accordance with the existing rules of Salford RD Holdings Limited and sets out the Standing Orders for Society Board Meetings adopted pursuant to a resolution of the Society Board dated 13 December 2023
The purpose of this policy is to ensure that:
1.1 the Society Board conducts its meetings in an effective and professional way;
2.1 “Chair” means the person appointed or authorised to chair a Meeting.
2.2 “Meeting” means any meeting of the Society including the Society’s Annual General Meeting.
2.3 “Member(s)” means a member(s) of the Society.
2.4 “Society Board Member(s)” means a Member(s) of the Society Board including any persons co-opted onto the Society Board in accordance with the Rules.
2.5 “Election Policy” means a detailed set of rules and regulations relating to elections of the Society set out in a separate policy statement.
2.6 “Society Board Membership and Conduct Policy” means the terms and conditions laid out in that document.
2.7 “Co-opted Member(s”) means a person(s) who is/are a Member(s) and has/have been elected to the Society Board by Society Board Members but not elected by the Members.
2.8 “Rules” means the rules and regulations of the Society laid out in the separate Rules document
2.9 “Secretary” means the secretary of the Society.
2.10 “Treasurer” means the elected treasurer of the Society.
2.11 “Society” means Salford RD Holdings Ltd.
2.12 “Society Board” means the Society Board of the Society including any Co-opted Members.
3.1 All committees or Society Boards, whatever their role, have Standing Orders. These rules define the conditions under which a committee or Society Board should meet, how Society Board Members should behave towards one another and how the business of the Meeting should be conducted. These Standing Orders supplement the provisions in the Society’s Rules relating to the operation of the Society Board. In the case of any inconsistency between the Rules and these Standing Orders then the terms of the Rules shall prevail.
3.2 The Society Board may alter, rescind or add to any part or element of these Standing Orders by a simple majority vote of those present. The Secretary is to consider, periodically, the need for amendments to Standing Orders and report on this matter to the Society Board.
3.3 The aim of these Standing Orders is to make each Meeting as efficient and productive as possible and to ensure that it is conducted in a professional manner, allowing the Chair to keep order whilst permitting each Member the opportunity to fully participate in the meeting. All these issues are key to the Society as its functional structure is based on the democratic process, of which Meetings are a key part.
4.1 Meetings of the Society Board will normally be held according the schedule of Society Board Meetings as approved by the Society Board on an annual basis, with at least one Society Board Meeting per quarter.
4.2 All meetings of the Society Board shall normally last for 2 hours except when the suspension of Standing Orders has been agreed.
Any extension of meeting must be moved by the end of the first hour of the Meeting and a new finish time proposed. If agreed by a majority, the Meeting will then close at the new finish time after which all business shall stand adjourned.
6.1 The quorum for the Society Board shall be one-half of its membership plus one.
6.2 The Society Board may agree that its members can participate in Meetings by telephone, video or computer link. Participation in a Meeting in this manner shall be deemed to constitute presence at the Meeting.
6.3 In the event of a quorum not being present within thirty minutes of the stated time of commencement, the Meeting shall be postponed and the business of the agenda shall be postponed until an alternative date is determined by the Secretary.
6.4 If during the course of a Meeting, the Meeting becomes inquorate no further business may be transacted except for that of adjourning the Meeting, calling an election for or appointing Society Board Members or calling a general meeting.
7.1 All business to be considered shall be included on the agenda and shall indicate whether the Society Board are being invited to note, discuss or consider the matter.
7.2 The agenda shall be circulated to Society Board Members not less than 7 days in advance of the Meeting.
7.3 If there is a specific proposal, this shall be explicitly stated in advance. Items to be noted shall not normally be raised for discussion unless prior notice of this request is given to the Secretary as soon as possible after receiving the agenda and no later than noon on the day before the Society Board Meeting.
7.4 All business should have a supporting paper which shall be circulated with the agenda unless a verbal report is to be given. Papers may be tabled after the agenda has been circulated but the notice should advise the Society Board when they can expect the paper to be with them.
7.5 The agenda for the Meeting shall be drawn up by the Secretary in consultation with the Chair.
7.6 Any Society Board Member wishing to introduce new business for inclusion on the agenda shall give notice to the Secretary as soon as possible and not later than the commencement of the Society Board Meeting. Such new business may be discussed but cannot be voted on at this Meeting unless it is stated to be and agreed by a majority of two-thirds of the Society Board Members in attendance that it is exceptional circumstances.
7.7 The business of any Special Meetings of the Society Board shall be confined to the business set out on the agenda covering such a meeting unless there is an item which is agreed to be exceptional circumstances and agreed by two thirds of the Society Board Members in attendance to be accepted as an agenda item.
7.8 The Chair will formally close the Meeting when the business on the agenda has been transacted, or earlier if agreed by a majority. The time that the Meeting closes will be noted in the minutes. No business purported to be transacted after that time will be valid and will not form part of the formal record of the Meeting. If for any reason the full business of the Meeting cannot practically be completed the Meeting may stand adjourned if a majority of the Society Board Members present so decide.
8.1 Society Board Members wishing to speak shall address themselves to the Chair and only one Society Board Member shall speak at any one time.
8.2 When the Chair speaks or intervenes during a debate any Society Board Member then speaking or offering to speak must immediately cease speaking.
8.3 No Society Board Member may interrupt another Society Board Member whilst that Society Board Member is speaking except on a point of order which must be approved and accepted by the Chair.
8.4 When two or more Society Board Members indicate their wish to speak the Chair shall call upon the Society Board Member they first observed.
9.1 Society Board Members shall arrive prepared for Meetings, having read the paperwork circulated in advance.
9.2 Society Board Members shall devote their full attention to the Meeting and switch off all mobile phones and other communications equipment prior to the commencement of the Meeting.
9.3 The Society Board or Committee meeting will be conducted in accordance with the agenda. Society Board Members will conduct themselves in a manner which shows respect for all participants and which does not obstruct the business of the meeting or calls into question the status of the Chair.
9.4 If any Society Board Member persistently disregards the ruling of the Chair or behaves in any way which obstructs the Society Board business, the Chair (or any Society Board Member) may move that the motion under discussion be put and, if seconded, it shall be voted upon without further discussion.
9.5 If the same Society Board Member continues the misconduct after a motion has been carried, the Chair shall either:-
9.5.1 move that the Society Board Member shall leave the Meeting, which can be determined without seconding or discussion; or
9.5.2 adjourn the Meeting and determine where and when it will be reconvened.
9.6 The Chair will ensure that the Meeting considers the decisions required under each item of business. In relation to the conduct of Meetings the ruling of the Chair is final.
10.1 Whenever an amendment is made upon an original proposition no second amendment shall be taken until the first amendment is disposed of.
10.2 If the amendment is carried it shall displace the original proposition and shall itself become the proposition to which a further amendment may be moved.
10.3 If an amendment is not carried then a further amendment may be moved to the original proposition.
10.4 No motion or amendment shall be discussed (except by the mover) until it has been seconded. Any Society Board Member seconding a motion or amendment without remark shall not be considered to have spoken and may speak later in the debate.
10.5 When no other Society Board Member wishes to speak the mover of the original motion or substantive motion which may have taken its place by an approved amendment shall have the right to reply.
10.6 The mover of a motion may exercise the right to reply to any amendment after all other Society Board Members have been given an opportunity to speak on that amendment.
10.7 After reply the motion shall be put from the Chair without further debate and immediately put to the vote.
11.1 Voting shall normally be by a show of hands except if a ballot be agreed to by a majority of Society Board Members present and voting, in which event the Society Board Members there present shall decide the form the ballot should take.
11.2 For the avoidance of doubt, abstentions are not to be classed as votes for or against a motion. In the case of an equality of votes the Chair shall have a casting vote unless the issue being voted upon has been accepted as exceptional circumstances onto the agenda in accordance with 7.6 and 7.7 above in which case, a majority of three quarters of the Society Board Members present are required to agree to the motion.
12.1 The Chair of the Society Board shall, in the event of a tie in voting on any matter before the Society Board, have a casting vote in addition to their own vote which they shall be expected to cast.
12.2 A Vice Chair may be appointed, according to the procedure agreed by the Society Board for the appointment of Chairs and Vice Chairs, to deputise for the Chair when required. In the absence of the Chair and Vice Chair at Meetings of the Society Board, the Society Board Members present at such meetings shall appoint one of their number to act as Chair of the Meeting.
12.3 The ruling of the Chair on any point of order shall be final and shall not be open for discussion.
12.4 It shall be the Chair’s duty to see that all the Standing Orders are adhered to, unless any of them is suspended, such suspension requiring the consent of a majority of Society Board Members present and voting.
13.1 The Society Board may delegate certain functions to sub–committees, led by one Society Board Member. The extent of this delegation is to be detailed in the Committee’s Terms of Reference.
13.2 All Committees must report back to the next Society Board Meeting, where possible, following the exercise of any of their delegated functions.
13.3 The business of Committee meetings will be conducted, in accordance with the provisions for the conduct of Society Board Meetings detailed in these Standing Orders.
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