The Board of Trustees Charter sets out the framework through which the Board shall conduct its business. The Board shall conduct itself in accordance with the Constitution, this Charter and Bylaws of the organisation at all times.

Contents

1. Introduction
2. Purpose and Role
3. Powers
4. Specific Responsibilities
5. Board Membership
6. Independence
7. Meetings
8. Board Committees
9. Performance Evaluation and Charter Review

1. Introduction

1.1 UCIP is committed to achieving outstanding performance and results to provide an enjoyable environment to our members.

1.2 UCIP places great importance on the values of honesty, integrity, quality and trust.

1.3 The Board will work to promote and maintain an environment within UCIP that establishes the principles and approaches in Sections 1.1 and 1.2 as basic guidelines for all of its members and activities.

2. Purpose and Role

2.1 The Board is responsible for:

1. Charting the direction, strategies and objectives for UCIP and monitoring the implementation of those strategies and objectives;
2. Monitoring compliance with the Constitution, bylaws, ethical standards and commitments, and the implementation of related policies; and
3. Reviewing the performance of the Officers and Staff of UCIP; and
4. Filling such vacancies as might arise amongst the Officers or Directors of UCIP.

2.2 In performing the responsibilities set out above the Board should act at all times:

1. in a manner that recognises the great importance UCIP places on the values of honesty, integrity, quality and trust;
2. in accordance with the duties and obligations imposed upon them by the Constitution, bylaws and policies.

3. Powers

3.1 In addition to matters expressly required by the Constitution to be approved by the Board, powers specifically reserved for the Board are as follows:

1. appointment of Officers of the organisation in the event of a vacancy;
2. appointment of Division Commanders as nominated by the President;
3. approvals of each of the following:
   1. the strategic plan, at least annually;
   2. significant changes to organisational structure;
   3. any merger of an external organisation into UCIP;
   4. any changes to the discretions delegated from the Board.

3.2 The Board as a collective body holds authority under the Constitution. Matters decided by the Board shall be adopted by the organisation. Unless expressly delegated, no individual board member holds authority to act independently of the Board.

4. Specific Responsibilities

4.1 The Board has a specific responsibility to:

1. monitor and assess management’s performance in achieving any strategies approved by the Board;
2. set criteria for, and evaluate at least annually, the performance of the Officers of the Organisation;

5. Board Membership

5.1 The Board shall comprise the Officers of the Organisation and such members duly elected in accordance with the Constitution.

5.2 The President shall be the Chairman of the Board, the Vice President shall act as Deputy Chair.

5.3 The Secretary of UCIP shall be a non-voting member of the Board.

5.4 Vacancies of the Board shall be filled by resolution of the remaining members of the Board.

6. Independence

6.1 Elected members of the Board of Trustees must remain independent throughout their tenure, and must not hold:

1. a position as an Officer;
2. a senior staff position, defined as any position within UCIP that reports directly to the President.

7. Meetings

7.1 Board meeting papers should be distributed to Directors prior to each meeting in sufficient time to enable Directors to read the papers and properly prepare for the meeting.

7.2 Draft minutes of each Board meeting shall be prepared by the Secretary promptly following the meeting for review by the Chairman. Thereafter, the draft minutes shall be tabled at the next Board meeting for final review and approval.

7.4 A simple majority of members of the Board shall suffice for a quorum to exist.

8. Board Committees

8.1 The Board may from time to time establish Committees to assist it in carrying out its responsibilities and shall adopt Charters setting out matters relevant to the composition, responsibilities and administration of such Committees, and other matters that the Board may consider appropriate.

8.2 The President, Vice President and Secretary shall be ex-officio members of all Board Committees.

8.3 Each Board Committee shall be chaired by a member of the Board. Committee Chairs shall report on the Committee’s activities regularly to the Board.

9. Performance, Evaluation and Charter Review

9.1 The Board shall establish a policy and guidelines regarding assessing the performance of the Board with the aim of maintaining a proactive and effective Board.

9.2 The policy and guidelines referred to in Section 9.1 shall set out a framework for the annual performance review of the Board, each Director, and each Board Committee referred to in Section 8.2.

9.3 The Board shall review this Charter on an annual basis.

10. Abandonment, Censure and Dismissal

9.4 Any Board member who fails to attend three (3) meetings in succession, or fails to communicate with the Board for more than twenty-one (21) days without leave from the Board, shall be deemed to have abandoned their position. In such an event arising, the remaining Board members may pass a resolution removing the abandoning member from the Board.

9.5 In the event of a complaint relating to the failure of a Board member to comply with this charter, Constitution, bylaws or policies of UCIP, a Governance Committee shall be established to review the complaint.

1. Such committee shall be chaired by the Secretary. In the event of the Secretary being the subject of the complaint, the Vice President shall chair.
2. The committee shall consist of the SIM Division Commanders of UCIP.
3. The committee shall determine the circumstances and facts of the complaint, and deliver a report to the Board advising:
4. Whether the Board member is in breach;
5. If in breach, a recommendation on punishment, of either:
   1. Removal from the Board; or
   2. Removal from the Board and Suspension or removal from UCIP.
6. The Board shall make a resolution on whether to accept, modify or reject the Governance Committee’s recommendation.