Expert committee chairs board subcommittee - terms of reference

1.1 Policy Number: CO-O-031.1

1.2 Category: Organisational

1.3 Approval Date: 17 June 2021

1.4 Revision Due Date: 1 March 2024

1.5 Unit Responsible: Office of the President and CEO

3.1 Context

Part 10.3 of the RACGP Constitution empowers the RACGP Board to establish one or more committees and engaging RACGP members as it thinks fit.

Pursuant to this power, the RACGP Board through the Terms of Reference – RACGP Expert Committees (the ‘terms of reference’) has established the RACGP Expert Committees in those areas of expertise required to achieve the objectives and mission of the RACGP.

This document establishes the REC Chairs Board Subcommittee.

3.2 Definitions

In this Policy:

1. Chair means that member engaged by the RACGP Board in the capacity to Chair the REC Chairs Subcommittee.
2. Member ormember means a member of the subcommittee.
3. Policy means this document.
4. Subcommittee means those Committees stipulated in clause 4.0 (as the context permits).

Other than for these definitions, in the event of any inconsistency between this Policy and the Constitution, the Constitution prevails.

All references in this Policy are to this Policy itself, unless otherwise indicated.

7.1 Terms of office

Chair:

1. Any term of a Chair’s Master Services Agreement will not exceed three years, and each such term must expire at the close of first RACGP Board meeting following the close of the third RACGP Annual General Meeting following the term’s commencement, unless otherwise approved for extension by the Board.
2. The Chair cannot be appointed for more than two consecutive terms as Chair.

Subcommittee members:

3. Any term of a member’s Master Services Agreement will not exceed three years, and each such term will expire at the close of the third RACGP Annual General Meeting following the term’s commencement, unless otherwise approved for extension by the Board.
4. The RACGP will retain the right to renew or extend the RACGP Master Services Agreement.
5. The total period of member’s engagement with a particular committee will not exceed six consecutive years.
6. Members cannot be appointed for more than two consecutive terms.
7. The Clause 7.4e calculation of total period of member engagement ignores any period that member served as Chair.

Co-opted members:

8. Any term of a co-opted member’s Master Services Agreement must not exceed three years, and each such term must expire no later than the close of the third RACGP Annual General Meeting following the term’s commencement.
9. The terms of any co-opted member’s engagement by a committee is applicable only to that committee.

7.5 Remuneration

Members are:

1. paid in accordance with their relevant member’s Master Services Agreement
2. reimbursed for incidental expenses incurred in accordance with RACGP Member Expenses Claims Guidelines, and providing they have the relevant RACGP General Manager prior approval.

The RACGP must ensure members are aware, such as by its inclusion in the relevant Master Services Agreement, it does not retain any pay as you go withholding tax or superannuation guarantee contributions from fees paid.

8.1 Meetings

1. Subcommittee meetings will take place at least 4 times in every calendar year, of which 2 meetings may be face-to-face.
2. Subcommittee members are required to fully prepare for each meeting, read the documentation in advance, and make every reasonable effort to attend each meeting.
3. At least 50% of the members plus one constitute a quorum for subcommittee meetings. Co-opted members do not count towards quorum.
4. The Chair is expected to conduct meetings and is responsible for approving the agenda and minutes and for any reporting that is required. When the Chair is not present the Deputy Chair, or the Chair’s delegate, will fulfill their meeting responsibilities.
5. Co-opted members do not have voting rights.

8.2 Compliance with RACGP Policies

The RACGP must use best efforts to ensure members, and must ensure all relevant Master Services Agreement require the member, while on RACGP premises or engaged in the context of subcommittee business comply with the:

1. RACGP Member Code of Conduct
2. RACGP Member Expense Claims Guidelines(including by ensuring all travel and/or accommodation is booked through the Secretariat)
3. RACGP Conflict of Interest policy, and must use best efforts to ensure members:
   1. work within the RACGP strategic and policy directions,
   2. are equally accountable and responsible for acting according to the principles associated with being a member of the subcommittee,
   3. act in good faith in the RACGP’s interests,
   4. respect and do not breach the RACGP’s privacy or confidentiality obligations, and
   5. promote a favourable image of the RACGP, including by the inclusion of relevant provisions in the member’s Master Services Agreement.

9.1 Agenda

The Secretariat, in conjunction with the Chair, is responsible for agenda preparation, with supporting documentation, and its circulation. Agenda papers can be requested from management. Contributions to the agenda should be sought from all relevant parties. 

The agenda and supporting agenda papers must be distributed at least five working days prior to each meeting.

In the event of any ad hoc meeting, an agenda and supporting agenda papers must be distributed as soon as practical.

9.2 Absence from Meetings

Where possible, absences should be advised in advance and agreed with the Chair prior to the meeting or as soon as practical following the meeting where circumstances did not allow prior notice.

The Chair will review the ongoing membership on the subcommittee of any member who is absent from three meetings in twelve months without prior formal leave of absence granted by the Chair.

9.3 Conflicts of Interest

The Chair of REC Chairs will remind members at the beginning of each meeting of their obligation to declare any conflicts of interest in relation to matters being dealt with by the subcommittee.

9.4 Minutes

The Secretariat is responsible for keeping the Minutes of all subcommittee meetings. Draft minutes should be prepared and sent to the Chair within five working days of the meeting. REC Chairs must provide the Board with copies of all Minutes and resolutions of meetings. The Secretariat is responsible for circulating the Minutes to subcommittee members and the Board.