Constitution

Constitutional rules and procedure by which IICA can be governed and managed

• Review at least every three years to make sure that the organisation is still relevant.
• Develop and agree written policies where necessary.
• Put a plan in place to deal with any problems.

Make sure that board members understand that they have a duty to act independently in a personal capacity in promoting the aims of the organisation, in line with this governing document. While a particular group may nominate board members, they must not act as a representative of that group in acting as a board member. Board members must at all times respect board confidentiality.

• Identify a chair, secretary and treasurer for the group
• Decide: when and how the positions will be rotated.
• Decide and record how decisions will be taken at meetings and between meetings if necessary.
• Making sure that as a board we exercise our collective responsibility through board meetings that are efficient and effective.
• Making sure that there is suitable board recruitment, development and retirement processes in place.
• Being honest, fair and independent.
• Develop and agree a code of conduct for board members.
• Agree whom you would like to invite onto the board, bearing in mind the need for a mix of skills and diversity in terms of background and experience.

Ground rules

• Respect other members and their views
• Avoid conflict and unnecessary confrontation
• Never misuse position or power
• Behave and demonstrate professional conduct for all dealings
• None of the registered Directors shouldn’t be active members of any other organisation with same interests and motives
• Its personal responsibility to avoid conflict and confrontation
• Self-declaration of any other commercial and non-commercial activities during AGMs

Welcome new board members, explain the work of the board and its committees and help them to get involved. Make sure they have a copy of the constitution and this Governance Code.