Earlier this month, an online recording of the December 2020 Extraordinary Meeting of the Handforth Parish Council Planning & Environment Committee (Committee) went viral. For a few days Twitter was lit up with debates about meeting procedure, and Jackie Weaver, the Chief Officer of the Cheshire Association of Local Councils, became an unlikely celebrity: her calm ejection of the Parish Council chair from the meeting attracting both praise and censure depending on commentators’ interpretation of the Committee’s Standing Orders.
It’s clear that the Committee’s problems started well before December, but the recording is both compelling viewing and a cautionary tale as to how governance can go astray. So, what should those who serve on boards and committees take from it?
"You have no authority here Jackie Weaver!": who can call and chair a meeting?
The meeting raises questions about who is entitled to call and chair a meeting, particularly where those who would usually do so refuse to. Usually there will be a mechanism (whether set out in Standing Orders, terms of reference or a governing document) for other members to call a meeting if the chair does not. If this route is taken, any procedural requirements should be carefully observed to reduce the risk of a challenge to the validity of the meeting.
In the case of virtual meetings, there is clearly a question as to who hosts and administers the call (including in terms of controlling access), and whose instructions they follow. A distinction is usually drawn between the chair of a committee and the chair of a meeting. While the chair of the committee will usually chair meetings, there will be circumstances in which doing so is not possible or appropriate, for example, due to a conflict of interest. In these circumstances a vice-chair may step in, or a person selected by the members present.
What should be done where a chair has, effectively, gone rogue? In the Handforth example, the chair, although present, refused to acknowledge the validity of the meeting and committed repeated breaches of the Committee’s Code of Conduct, which espoused principles of courtesy and mutual respect. In such circumstances, it may be appropriate to adjourn the meeting and, where necessary, consider available mechanisms for removing the chair, whether these sit with the committee itself or the body which appoints it.
"Read them and understand them!": the importance of the rules
Clearly a good understanding of the terms under which a committee operates is key to effective governance, but it is also important to ensure that those terms are clear and reflect modern good governance practice. Terms should be regularly reviewed and updated to ensure they remain fit for purpose.
In addition to documentation setting out the remit of the committee and administrative arrangements, a Code of Conduct can be a useful tool in setting out how individuals should conduct themselves in their role, and the values and principles they are expected to uphold. Governance training can also play an important role in developing and improving board culture.
“She’s kicked him out”: new challenges posed by virtual meetings
It is increasingly clear that virtual meetings present a number of new challenges and that people may behave online in a way that they wouldn't in person. It seems unlikely that, had the Handforth meeting taken place in person, the chair would have been physically ejected from the meeting; equally, the rest of the meeting may not have been able to proceed, as it largely did, without interruption.
It is likely that virtual or hybrid meetings are here to stay, at least in the medium term, so chairs and attendees may have to work harder to create an effective committee culture in which all participants feel comfortable and encouraged to contribute. Clarity around administration, training, Codes of Conduct (including online conduct), and clearly delineated procedures for dealing with breaches are all helpful tools for developing effective virtual governance; however, chairs will want to think creatively about whether there are other ways to foster and encourage the strong, positive committee culture that was sadly (but grippingly) absent in Handforth.
If you require further information about anything covered in this briefing, please contact Laetitia Ransley, or your usual contact at the firm on +44 (0)20 3375 7000.
This publication is a general summary of the law. It should not replace legal advice tailored to your specific circumstances.
© Farrer & Co LLP, February 2021