Dear Board,
On a cursory look at the proposed constitution of the ONHT Board, the plan is to have a MOU with any organisations who are given a power to appoint to the Board.
This MOU is described as setting out rights and responsibilities with respect to governance of the OHNT and an understanding of the respective roles in the operation of the Trust.
There are issues with this approach.
1. No thought seems to have been given as to whether the Board, with or without the appointed members, must approve the MOU. Signed, for example, by whom?
2. The MOU clearly contemplates binding the Board in its governance role, something it should never do.
3. It also clearly contemplates that the rules could effectively prevent the Board working by majority, as it would be curtailed by the MOU.
Neville Peat's note to members describing the rule changes is therefore not completely accurate.
Far from having checks and balances to protect the elected members being in charge of the Board, it allows for an MOU by an outside organisation to overrule the decisions of the Board for the life of the MOU.
Appointed members would not be outnumbered: they would effectively have a right to arrange an understanding that allowed them to have say a veto or demand to carry out a particular course of action.
I would appreciate your sending this message out to members so that they are in a position to see this proposition from another side.
Hilary Calvert
