Introduction

1. This paper presents the rules and procedures of UKPAC Board meetings. It should be read in conjunction with the UK Public Affairs Council Terms of Reference and Memorandum and Articles of Association, to which it is subservient.

UKPAC Constitution

2. UKPAC was established by the APPC, CIPR and PRCA to promote and uphold effective selfregulation for those engaged in public affairs.
3. UKPAC brings together existing member registers held by APPC as well as CIPR members who fit UKPAC’s definition of lobbyists.
4. UKPAC is overseen by a Board comprising two industry members – one from each of APPC and CIPR – and three independent members, including the Chairman, all of whom are directors.
5. In addition, there are alternate directors; one from each of the two industry bodies.
6. The role of directors and alternate directors is made clear in the UKPAC Articles of Association

Duties of the Board & Staff

7. It expected that all members and senior executive staff will adhere to the Seven Standards in Public Life, the Better Regulation Principles and equality laws and principles.
8. The Board will seek to consult stakeholders as appropriate when working on core issues, either directly or through industry bodies.

Independence

9. UKPAC operates in an entirely independent manner. All members have fiduciary duties to UKPAC as an organisation and its goals and take decisions relating to the best interest and operation of UKPAC.

Conflicts of Interest

10. If a member knowingly has any interest or duty that is (or might reasonably be considered to be) material and relevant, whether direct or indirect and whether pecuniary or not, that, in the opinion of a fair-minded and informed observer would suggest a real possibility of bias in any matter that is brought up for consideration at a meeting, the member shall disclose at the earliest opportunity the nature of the interest or duty to the meeting.
11. If a member has acted in accordance with the provisions of paragraph 10 of these Rules and has explained fully the nature of the interest or duty, the members present at the meeting shall decide whether and to what extent that member should participate in the discussion and the determination of this issue shall be recorded in the minutes of the meeting. If it is decided that the member should leave the meeting, the Chairman may first allow the member to make a statement about the item under discussion.
12. Attendees at a meeting should declare interests in accordance with the same procedures as for those who are members. Where the Chairman rules that a potential conflict of interest exists, any attendee so concerned should take no part in the discussion of the matter and may be asked by the Chairman to leave the meeting.
13. Where all industry body members might have a conflict of interest, independent members shall undertake any and all review of issues or materials and consult as they see fit before making recommendations to the board for approval. This includes aspects relating to assessment of compliance arrangements within member organisations.

Financial Reporting

14. The accounting reference date of the Council is 31st June. Although a small company and therefore able to rely on the exemptions set out in the Companies Act 2006 regarding the form and contents of its annual accounts, UKPAC will produce a financial report summarising its business activities, plans, strategies and performance measures.

Publication of Documents

15. UKPAC is not subject to the Freedom of Information Act 2000, but by choice and policy it endeavours to comply with the principle of transparency, and with best practice as to access to its non-confidential materials.
16. Some categories of information are not accessible by the public but in accordance with the recommendations of the Information Commissioner’s Office, UKPAC will make documents freely available to the public via its website covering activities, funding, budgetary arrangements, strategy, decision making processes, and policies and procedures.

Meetings and proceedings of the Council

Meetings

17. The UKPAC Board will meet around the middle of each month unless otherwise agreed.
18. Dates and times for meetings will be circulated by the Executive Secretary every six months, covering the following 12-month period.
19. The non-receipt of a notice of a meeting by any member shall not invalidate the business transacted at the meeting.
20. Members or their alternates are expected to attend not less than 75% of meetings in any 12 month period.
21. UKPAC may, from time-to-time, hold private sessions as determined by the Chairman.
22. The Board may invite any person to attend all or any part of a meeting as appropriate.
23. At a meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

Quorum for Meetings

24. Subject to UKPAC Article of Association 26, the quorum for the transaction of business at a meeting of directors may be fixed from time-to-time by a decision of the directors but it must never be less than two directors, and unless otherwise fixed it is two, one of whom
must be an independent member.
25. A person who holds office as an alternate director shall, if his appointor is not present, be counted in the quorum. If and so long as there is a sole director, he may exercise all the powers and authorities vested in the directors by the Articles and accordingly the quorum for the transaction of business in these circumstances shall be one.
26. For the purposes of any meeting (or part of a meeting) held pursuant to Article 17 (Directors’ conflicts of interests) to authorise a director’s Conflict, if there is only one non-conflicted director in office in addition to the conflicted director(s), the quorum for such meeting (or part of a meeting) shall be one non-conflicted director.

Voting at Meetings

27. A resolution put to the vote of a meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the Articles of Association. Subject to any rights or restrictions to which members are subject, on a show of hands, every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative (unless the representative is himself a member, in which case he shall have more than one vote) shall have one vote. A proxy shall not be entitled to vote on a show of hands.
28. Each member body will have one vote. Any decisions taken by the Board will require a majority separately amongst the independent members and amongst the members representing the industry.

Agenda and papers

29. In normal circumstances, the final papers for a meeting will be provided to the Executive Secretary no later than five working days in advance of the meeting.
30. The non-receipt of papers by any member or their alternate shall not invalidate the business transacted at the meeting.
31. The order of the business at a meeting shall follow the agenda issued in respect of that meeting, unless otherwise directed by the Chairman.
32. Papers may only be tabled at a meeting with the prior permission of the Chairman.
33. No business other than that on the agenda issued in respect of a meeting may be taken, unless otherwise directed by the Chairman.
34. Papers shall be taken as read and where appropriate questions shall be directed to the appropriate member or the Executive Secretary, unless otherwise directed by the Chairman.
35. The papers of meeting will be marked with appropriate protective markings where necessary and should be treated accordingly. If papers which are lost or misplaced, members must report this to the Executive Secretary.
36. UKPAC is not subject to the Freedom of Information Act 2000, but by choice and policy it endeavours to comply with the principle of transparency, and with best practice as to access to its non-confidential materials, including minutes of meetings and associated materials.

Power to call meetings of the Board

37. Where, in the opinion of the Chairman, an urgent matter has arisen, the Chairman may call a meeting.
38. Where two or more members submit a request for a meeting to the Chairman, the Chairman shall call a meeting as soon as practicable.

Chairing of meetings

39. The Chairman shall, if present, preside at all meetings.
40. In the absence of the Chairman, an independent member nominated by the Chairman (or if s/he is unavailable, elected by the Board) shall preside.
41. The procedure at meetings shall be determined by the Chairman, in accordance with these Rules and in consultation with the Executive Secretary.

Procedure at Meetings

42. Subject to these Rules and the Articles of Association, members may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit.
43. Meetings will usually be convened in person. In exceptional circumstances, meetings might be convened wholly or partly by telephone, video-conferencing facility or email, and in such circumstances participating members shall be deemed to be present at the meeting.
44. The Chairman shall:

• preserve order and ensure that all members have sufficient opportunity to express their views on all matters under discussion;
• determine all matters of order, competency and relevancy;
• determine in which order those present shall speak; and
• determine whether or not a vote is required

45. Written comments on agenda items submitted by any member who is not present shall be discussed at the appropriate point in the meeting by relevant alternate director, the Chairman or the Executive Secretary.
46. Decisions of the Board will normally be made by consensus. Failing consensus, decisions shall be reached by means of a vote when:

• the Chairman believes that there are Board members present at the meeting who disagree with a proposal;
• when a member who is present requests a vote to be taken; or
• the Chairman considers that a vote should be taken.

47. Where a vote is taken, the proposal shall be determined subject to Rule 28 above by a majority of the votes of the members present and voting on the question. The Chairman shall declare whether or not a resolution has been carried.
48. In the case of an equality of votes as outlined in the Articles of Association and paragraph 28, the Chairman shall have a second, casting vote.
49. The minutes of the meeting will normally record only the result of a vote. A member may require that their particular vote be recorded in the minutes.
50. Members may agree to defer a decision on a proposal to a later date. The decision to defer, together with the reasons for doing so, shall be recorded in the minutes of the meeting.
51. A person who holds office as an alternate director shall, if his appointer is not present, be counted in the quorum.
52. In the event that UKPAC is taking a formal decision and a member (or members) is not present, views from such non-attendees may be accepted in advance in writing or by telephone. If this is not possible, the Chairman may decide that in order to make sure that all members are aware of the nuance of debate, a resolution may be circulated to all members after a meeting and a decision subsequently taken by email. If there was any doubt, there would be an option for a decision to be delayed to a subsequent meeting.
53. Where a meeting of the UKPAC:

• is not quorate within 30 minutes from the time appointed for the meeting; or
• becomes inquorate during the course of the meeting,
• then the meeting shall be adjourned to such time, place and date as may be determined by the members present.

Minutes of Meetings

54. The Executive Secretary shall record the minutes of every Board meeting, to be circulated in draft form in advance of the next meeting to the Board for agreement or comment at the following Board meeting.
55. The minutes of a meeting shall record key points of discussion. Where personnel, finance or other restricted matters are discussed, the minutes shall describe the substance of the discussion in general terms.
56. The minutes of a meeting shall also record:

• the names of every member and other person present during any part of the meeting;
• the names of members who have tendered apologies for absence;
• the withdrawal from a meeting of any member on account of a conflict of interest; and
• any declaration of interest.

57. The agreed minutes of a meeting shall normally be published on the UKPAC website, pursuant to paragraphs 15 and 16.

Delegation of powers

58. The Board may authorise:

• the Chairman or any other member;
• a committee or sub-committee of the Board; or
• the Executive Secretary to exercise, on behalf of the Board, such of its functions , in such circumstances, as it may determine.

59. A committee may delegate functions (including functions delegated to the committee) to:

• a sub-committee;
• the Chairman, or any member; or
• the Executive Secretary.

60. Any committee or sub-committee created should include at least one independent member and would require a quorum of at least two members.
61. Pursuant to paragraph13, committees or sub-committees undertaking audit or compliance functions will comprise solely of independent members.
62. Terms of Reference will be created for any committee or sub-committee.
63. The Executive Secretary shall prepare and maintain a scheme of delegations identifying which functions he shall perform personally and which functions he has delegated. All powers delegated by the Executive Secretary can be reassumed and the Executive Secretary reserves the right to deal with any matters, whether generally or exceptionally, previously delegated. The Executive Secretary may also vary or revoke such a delegation.
64. Powers are delegated to and from the Executive Secretary on the understanding that:

• appropriate expert advice will be sought as necessary and that any costs involved can be met within the authorised budget; and
• the powers shall not be exercised in a manner that is likely to be a cause for concern or that might have an effect on the reputation of UKPAC or its members.

65. The Executive Secretary shall keep a record of the powers, authorities and discretions delegated by the Board, including financial planning.

Meetings and proceedings of Committees

66. UKPAC may establish committees and any committee so established may establish subcommittees.
67. UKPAC shall appoint committee members (including committee chairmen). Committees shall appoint sub-committee members (including sub-committee chairmen).
68. The UKPAC Board shall agree and may vary or replace the terms of reference for each committee. A committee shall agree and may vary or replace the terms of reference for any sub-committee.
69. The terms of reference for committees and sub-committees are subordinate to these Rules, which take precedence.
70. The quorum of a committee or sub-committee must not be less than two.
71. The agreed minutes of meetings of committees and sub-committees shall be circulated respectively to the UKPAC Board and will be published, in line with paragraphs 15 and 16 of these rules.

 

Memorandum and Articles

Download the Memorandum of Association here:

Memorandum and Articles