Agenda for 27th May board meeting
Meeting to be held at 4:00 pm on Saturday 27th May 2023 at irc.starlink-irc.org #autscape
1. Approvals
1.1. Minutes of the Board meeting held on 25th March 2023 as posted to the list on 26th May 2023
2. Ratifications
2.1. The Lists co-ordination proposed that the following actions be taken on the Community list in accordance with the Lists policy which only allows moderation for a maximum of 72hrs without board permission. (Approved on list on 16/05/2023 9 For)
a. Keeping a person on moderation on the Community list until an issue had been resolved.
b. Keeping the entire list on moderation until the moderators felt it was safe to return to low level moderation
c. Place all new subscribers on moderation until moderators felt the list was safe
3. Proposals
3.1. The Company secretary proposes that the board approve the Directors Code of Conduct - see
appendix A
3.1.1. The Company secretary proposes that the board accept the Proposal to run an Autscape event as detailed in Appendix A of the Event Management policy
3.1.2. The Company secretary proposes that The Autscape Organisation do not contribute to the event
3.1.3. The Company secretary proposed that Management committee set the fees on the understanding that we wish to increase our reserves
3.2. The Company secretary proposes the following changes to the Behaviour policy - see appendix B
3.3. The Lists co-ordinator proposes that the board approve the following changes to the Lists policy - see appendix C
3.4. The Company secretary proposes that the board approve the Communications officer role description - see appendix D
3.5. The Chair proposes the board donate £2000 to the Bursary Fund for Autscape 2023
4. Follow ups
4.1. POC response
5. Reports
5.1. Chair (James)
5.2. Company Secretary (Elaine)
5.3. Treasurer (Richard)
5.4. Honorary Secretary
5.5. Lists co-ordinator (David)
5.6. Tech co-ordinator (Martijn)
5.7. Membership secretary (Richard)
5.8. Venue search co-ordinator (Elaine)
5.9. EUCAP rep (Heta)
5.10. Event Manager (Leneh)
6. AOB
Part 2 Closed part of Meeting
7. Roles
7.1. EUCAP Representative (Elaine stepping down)
Nomination - Kacey
7.2. Communications officer (New role)
7.3. Board representatives
7.3.1. POC
7.3.2. LGBQ
8. Board members recommendations for re-election
8.1. Richard
8.2. Elaine
8.3. Heta
9. AOB
Appendix A
Draft Code of Conduct
Purpose
Autscape is committed to ensuring that in all aspects of its affairs it maintains the highest standards of public trust and integrity.
Application
This Code of Conduct applies to all directors, including ex-officio directors and non board members of board committees.
Directors’ Duties
We recognise that the majority of our Board is autistic, and as such, we are committed to making Board activities and responsibilities accessible to its autistic board members
Nevertheless
All directors of Autscape stand in a fiduciary relationship to the Autscape organisation. As fiduciaries, directors must act honestly, in good faith, and in the best interests of its members.
Directors will be held to strict standards of honestly, integrity and loyalty. A director shall not put personal interests ahead of the best interests of the organisation.
Directors must avoid situations where their personal interests will conflict with their duties to the organisation.
Directors must also avoid situations where their duties to the organisation may conflict with duties owed elsewhere.
All directors must respect the confidentiality of information about the organisation.
All directors should attempt to make it to all board meetings. In accordance with our Constitution, Article 2.1 (h) a board member may be asked to leave the board if they fail without reasonable excuse to attend three consecutive board meetings
In accordance with bye-law 2.7, A director can resign by writing to the company secretary. His or her resignation will take effect 30 days from receiving his or her resignation, or earlier if the board allow.
Best Interests of the organisation
Directors must act solely in the best interest of the organisation. All directors, including ex- officio directors, are held to the same duties and standard of care.
Confidentiality
It is recognised that the role of director may include representing Autscape in the community. Such representations must be respectful of and consistent with the director’s duty of confidentiality.
Every director, officer and employee of the organisation shall respect the confidentiality of information about Autscape whether that information is received in a meeting of the board or of a committee or is otherwise provided to or obtained by the director.
Board spokesperson
Unless otherwise designated or delegated, only the Chair may speak on behalf of the board.
News media contact and responses and public discussion of Autscape’s affairs should only be made through the board’s authorised spokespersons. Any director who is questioned by representatives of the media should refer such individuals to the appropriate representatives of the corporation.
Respectful Conduct
It is recognised that directors bring to the board diverse background, skills and experience.
Directors will not always agree with one another on all matters. All debates shall take place in an atmosphere of mutual respect and courtesy.
The authority of the chair must be respected by all directors.
Board Solidarity
Directors acknowledge that properly authorised board actions must be supported by all directors. The board speaks with one voice. Those directors who have abstained or voted against a motion must adhere to and support the decision of a majority of the directors.
Social Media
When directors use social media to answer questions or make comments about Autscape they should abide by this code of conduct and do not engage in things which make them appear as if they are speaking on behalf of the board or disclosing confidential board information.
If board members come across situations where they feel the need to defend Autscape they should refer the matter to the board as soon as possible so united action can be taken. This applies even if something occurs on a personal account.
If board members come across situations where they feel the need to defend Autscape they can, providing they are clear that they are not speaking on behalf of the board even though they are a board member
Autscape has no control of personal social media accounts and as such it cannot dictate how people discuss things on their own accounts. However, if it comes to the boards attention that a person has infringed this code of conduct on any social media account, be that their own by responding on another persons account, they may be disciplined.
Infringement of the Code
In accordance with our constitution, Article 2.1(i) a person may be asked to leave the board if a majority of the directors vote to remove that person from office on any ground PROVIDED THAT he or she has been given an opportunity to be heard at a directors’ meeting.
In accordance with bye-law 7 Conduct of directors
7.1 The board may appoint an investigatory committee and/or hold a disciplinary hearing if it is found that a director may:
be disqualified under the Articles or company law;
have been convicted of an offence which might bring discredit on the company;
have failed to uphold a code of conduct approved by the board;
have behaved, by doing something or not doing something, in a way considered to bring the company into disrepute;
have disobeyed any decisions of the board, broken any of the company’s Bye- laws or Articles;
have failed to comply or co-operate with a disciplinary investigation; or
have failed to comply with a decision or any conditions made by the board at a
disciplinary hearing.
7.2. The role of an investigatory committee is to (a) establish factual information pertinent to the issue and report that information to the board; and (b) recommend a course of action to the board.
7.3 The director concerned has the right to make representations and to have another person act for them and/or support them at any disciplinary hearing.
7.4 Following any hearing held under Bye-law 7.1 the board must state, in writing, to director concerned:
what decisions have been made
the reasons for those decisions
what sanctions, if any, have been imposed information about how to appeal
7.5 The board may impose one or more of the following penalties on a director:
to issue a written reprimand;
to dismiss the individual from a post to which they were appointed by the
board;
to call for the director’s resignation;
to dismiss the director (in accordance with the Articles);
to take any other actions within their powers which they deem appropriate in the circumstances.
I have read and agree to abide by the Autscape organisation Code of Conduct