These notes are primarily intended for the guidance of Committee Secretaries but may also be useful to others (eg new Chairs).
Role of the Chair in preparing for the meeting
Technically the Chair approves the entire agenda and all the papers in every detail. However, given the fast-moving situations and volume of minutiae involved in servicing a committee, this is not usually feasible logistically, nor do most Chairs wish to take direct responsibility for everything.You and your Chair need to establish together the working relationship that is right for you, making best use of the knowledge and experience that both of you have, and what is realistic in terms of when you are both available.
When you initially discuss the emerging business with the Chair, you should have collected as much information as possible about the business (even though you may at this stage only have a few of the papers in their final form). Some Committee Secretaries like to present this as a draft agenda with all or most of the text in place at this stage: this is generally desirable, and can be a useful thinking tool, but it is not usually essential. It is more important to have researched the issues surrounding any complex or politically sensitive items of business in time to have an informed discussion with the Chair, than to have finished drafting every bit of text in areas which are administratively "fiddly" but essentially straightforward.
You need to be clear about any areas of the agenda (or issues about the order of items) about which the Chair has strong views, wants to be kept informed in particular detail, or has access to more background information than you. Are there any papers which he/she wants to see in their final form before circulation? If so, identify the "window" in which this consultation has to take place in terms of the logistics of preparing and copy this papers, and ensure that the Chair can be available then. (If not, establish whether he/she thinks that the extra checking envisaged is really important enough to justify late circulation of the paper.)
After the meeting (or other consultation) with the Chair about the draft agenda, nothing major or controversial should normally be added without informing him/her (or asking for his/her permission or views on presentation if there is any exercise of discretion involved). If you have not been Secretary to the Committee for very long you may find it difficult to decide what constitutes a "major or controversial" item, so when the Chair is not available it may be helpful to consult a colleague who is more experienced in the area of work and/or in committee servicing.
Minutes
The Chair is responsible for approving the minutes in their final form. (See the section on Followup after a committee meeting.)
In approving minutes, Chairs are also approving their suitability for general circulation (which may be by publication or on request). All minutes, including those relating to papers and discussions under Reserved Business or Confidential Business, are open to general inspection unless specifically designated as "Restricted". It may be helpful to draw the attention of a new Chair to this.
The College Policy on the Categorisation of Committee business explains this area in more detail, including the limited circumstances in which Restricted Minutes are permitted.
Chair's Action
The [pdf] allow the Chair to take action on behalf of the Committee on matters which are either urgent or non-contentious.
Action taken by the Chair must always be reported in the agenda papers for the following meeting, and recorded in the minutes of that meeting. (Where this includes approval of a new text - eg a policy document) the full text of that document should appear as an annex to the Chair's Action Report.) Partly for this reason, requests for Chair's action should normally be handled by the Committee Secretary rather than directly by the person requesting the action, unless the action is arranged by email, in which case all three should be copied into any correspondence.
In general, all the considerations relating to the management of follow-up action, the provision of information and the flow of business through the committee system apply equally to business taken by Chair's Action. When Chair's Action is requested, you should draw the attention of the person requesting it to any ambiguities or missed information in the proposed decision as formulated. You should also highlight any procedural problems, such as an impossible effective date (or no date!) being proposed for a decision, or the action requested being contrary to approved College policy. The Chair of your Committee is entitled to assume that you have resolved any problems of this kind with the originator of the proposal before forwarding the draft decision for approval, in the same way as if you were presenting them for a meeting of the Committee (unless of course you say that you are still seeking clarification or advice on some aspect, or that there is a problem which you are not in a position to resolve).
You should ensure that you obtain a written record of every decision made by Chair's Action. This should be defined in the same precise terms as a decision made by an ordinary meeting. If the decision is made by telephone or at an informal meeting, send an email to the Chair with a draft of the decision, asking her/him to confirm it for the Committee's records. There is normally no need for a hard copy signature from the Chair, although there may be a few occasions where this is required by law, by a particular internal convention, or by an external body with an interest in the decision (eg the College's bankers for certain decisions about financial affairs).
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