Technical terms and concepts in committee servicing

This page consists of the following sections. Quick links to sections within this page:

Terms of Reference and Composition
Types of member: ex officio, appointed and elected
The Quorum - and inquorate meetings
People at a meeting: "present", "in attendance", substitutes and observers
Categories of business: "Open", "Confidential" and "Reserved"

Terms of Reference and Composition

Together, these statements define the formal framework for the Committee's business and decisions.

Terms of Reference define the scope of the Committee's responsibilities. Committees may also have duties to monitor specific functions of the College and/or advise other committees on them through recommendations and reports.

Membership: the people on a committee. Each member must occupy a defined place within the composition approved by Academic Board or Council. Membership always ends on a 31 August. (The only exception is when person resigns membership or leaves the College: this is called a casual vacancy, and can often be filled mid-year (see casual vacancy filling rules in Standing Orders and below).

The Composition is the list of definitions of the places on a Committee (often called the "Constitution" in other institutions). It usually appears in conjunction with a list of members, but is conceptually distinct. In particular, a compositional change can only take place on 1 September in any year. The difference between a Composition and a list of members is illustrated by the case of Dr AN Anon, a Reader who is Head of the Department of Widgets (a department assigned to Group X under Ordinance 2). She would simply be "Dr AN Anon" in a list of members. However, in the compositions of different Committees, the places which she occupies might variously appear as follows:

• On Academic Board: "Head of the Department of Widgets"
• On Research and Enterprise Committee: "a member of the senior academic staff in a Group X department"

..........and so on.

Changes to the Terms of Reference or Composition of a Committee require approval by Academic Board or Council (as appropriate to the position of the committee in the system as a whole). The parent body (if it is other than Academic Board or Council) is normally also consulted on matters of any significance, except where the changes are being introduced as part of a major general review of an aspect of the whole committee system. (The parent body of each Committee is shown at the top of its terms of reference webpage.)

Under no circumstances may a Committee resolve to make changes to its own Terms of Reference or Composition. It may however make recommendations, which if approved will take effect from 1 September next following (or from 1 September one year following that if received after mid-June). Proposals from individual committees for changes to Terms of Reference or Composition should be sent to the Corporate Governance & Information Management Department, which is responsible for producing (normally annually) consolidated papers for Academic Board and Council containing all intended changes from the 1 September next following.

Committees receive copies of their Terms of Reference and Composition at the first meeting of the academic year, so that they are clear on the framework within which they will be operating until the following 1 September.

Types of Member: ex officio, appointed and elected

In the examples listed above for Dr AN Anon (under Composition), "Head of the Department of Widgets" is an ex officio membership. This means that whenever someone else takes over the Headship of the Department of Widgets, Dr Anon will automatically cease to be a member of that Committee. But she will carry on being a member of Research and Knowledge Transfer Committee until she resigns, or until she reaches the end of her specified term of office: these are appointed memberships.

When a new place is added to a Committee, even if it is created with a particular individual in mind, it must be specified whether it is an ex officio or appointed membership, otherwise it will be unclear what happens to the place when the circumstances of the original member change (or he or she leaves the College).

Several Committees at Goldsmiths have coopted members, which the Committee itself chooses. The duration of membership and provisions for casual vacancies operate on the same basis as for appointed memberships, as set out in the Standing Orders. Coopted member appointments need to be notified to the Corporate Governance & Information Management Department by the Secretary of the Committee, so that they can be published.

There are also a few elected members of Committees, who normally serve for three-year terms. Elections for Council are organised by the Corporate Governance & Information Management Department, those for Academic Board by academic departments, and those for Trades Union places by the relevant Unions. Arrangements for casual vacancies in elected memberships are defined in the Standing Orders.

Duration of Membership and Casual Vacancies

In the formal published statement of Composition and Membership, the expiry of the term of office of an appointed member is indicated by a year in brackets after the personal name, thus:

A member of the senior academic staff appointed by the Warden: Dr AN Anon (2008)

Except in the case of resignation (either from the Committee or from College), appointed memberships always expire on 31 August in the year in question. (If there is no date after a person's name, this is normally because he or she is an ex officio member.) Appointed members normally serve for three years, after which it is common for them to be re-appointed for a further term, up to the maximum continuous membership of six years. The main exception to this is for appointed student members (often appointed by the Students' Union Assembly), who serve for terms of one academic year.

The rules for appointments to casual vacancies -- ie vacancies which occur because of a resignation - are set out in the Standing Orders. When one occurs, the Committee Secretary should notify the Corporate Governance & Information Management Department, so that arrangements can be made for the appointment of a new member, and for publication in due course.

The Quorum - and inquorate meetings

The Quorum is a definition of the number of members deemed to be needed for the Committee to make decisions on a normal basis. Arrangements for a meeting should not normally continue if it is clear well in advance that it will be inquorate (ie will not have enough people present to reach the quorum). However, inquoracy can still occur because of unplanned or unnotified absences, or early departures can cause a quorate meeting to become inquorate.

Note that only members of the committee, and any approved substitutes, can count towards the quorum.

The Standing Orders prescribe the conditions governing any decisions made by an inquorate meeting, and define a default quorum for all College decision-making bodies - which in practice applies to almost all of them - as follows:

Quorum: Unless otherwise laid down in the terms of reference or determined by the committee, the quorum of a committee shall be one-third of its members (the arithmetical third being rounded up or down to the nearest whole number). Any decision taken in the absence of a quorum shall be deemed to be the Chair's decision taken on the advice of members present, providing no member present registers his or her objection.

People at a meeting: "present" and "in attendance"

People at committee meetings have formally-defined roles. It is common for the same individual to have different roles at meetings of different Committees.

Members are the people listed in the formal Composition. They are shown as "present" in the minutes. Only members and their substitutes (see below) can count towards the quorum, or vote. In general voting at committees is fairly rare in universities, so if a vote does happen it is therefore quite likely that the Committee Secretary will be required to provide clarification of who is eligible to participate.

A Substitute is a person whom the Chair has approved to attend the Committee in place of a specific member, normally on a specific occasion. A substitute contributes towards the quorum and has voting rights. In a few cases (for example Trades Union representatives) there may be a formally recorded semi-permanent substitute, which means that there is no need to make special arrangements for substitution at individual meetings. Substitutes are recorded in minutes as "present", and an annotation showing for whom they are a substitute is generally helpful.

Administrators (and sometimes other categories of staff) attending meetings as professional advisors to the Committee, or for training or information purposes, are recorded in the minutes as "in attendance" if they are not members. Their contributions to any discussion should normally relate directly to their current area of responsibility, rather than to their general opinions as members of the College. Before the beginning of the academic year, the Chair and Secretary should agree the list of people to be invited to be in attendance, either generally or at meetings where the business concerns them (as well as the list of those included in the circulation list but not normally expected to attend).

Observers do not, in principle, normally participate in discussions although they may be invited to do so by the Chair - either generally, or on a specific item. They normally either have an interest in the Committee's area of work, or a particular item under discussion, or need to be at the meeting for some other reason, but do not conveniently fit into any of the other attendance categories. They should be referred to in the minutes separately from those "present" or "in attendance": there is no particular wording convention for this.

Departmental Boards often have numerous observers from the Department's support staff. It is important for purposes of establishing a quorum, and in case of any votes, that it be clear which particular members of the support staff are members of the Board, and that this should be in line with the Board's Composition as approved by Academic Board (ie the Standard Composition as set out in Ordinances (most recently revised with effect from 1 September 2005), modified by any Exceptions published by the College for the particular Department).

The Secretary of the Committee may or may not also be a member, and accordingly will appear in the minutes as either "present" or "in attendance", as appropriate. (The Guidelines on the Role of the Committee Secretary give advice to those combining both roles.) In any event, the Secretary's personal name should always be followed by the annotation "(Secretary)".

Open, Confidential and Reserved Business

College committee business is in three categories, Open, Confidential and Reserved. Definitions of these categories, and the ways in which business within them is managed, are contained in the College Policy on the Categorisation of Committee business on the Freedom of information webpages.