

Summary
This section sets out a draft of how a Trustee Code of Conduct for the RAS might work. Trustees have different responsibilities and duties to those of the Membership, so the Trustee Code of Conduct needs to be additional to the Member Code of Conduct.
It also sets out how the Society could manage possible disputes or allegations that a Trustee had failed to meet a commitment.
There is a chance to give feedback at the bottom of this page.
Code of Conduct draft - click on each block to reveal its contents.
Introduction
This Code of Conduct has been created for Trustees of the Royal Astronomical Society. It is based on three main assumptions:
1. that in addition to any requirements of this Code, Trustees will observe the seven principles of public life
2. that Trustees will discharge their legal duties to best of their ability
3. that Trustees will be aware of and seek to follow the Charity Governance Code
General
1. I accept that any breach of my legal duties as a Trustee is also a breach of these Commitments.
2. I will make myself aware of the contents of the RAS’s Charter and Bye-laws, the Charity Commission guidance The Essential Trustee and the Charity Governance Code.
3. I will abide by the policies and procedures of the organisation.
4. I will be an active Trustee, making my skills, experience and knowledge available to the RAS, and seeking to do what additional work I can outside Council meetings and preparation for these meetings.
5. I will respect organisational, Council and individual confidentiality, while never using confidentiality as an excuse not to disclose matters that should be transparent and open.
6. I will follow the Charity Commission’s guidance on Conflicts of Interest, which includes conflicts of loyalty. This includes speaking out if I become aware of a conflict that others are not disclosing, or of which they are unaware.
7. I accept that I am responsible for leading and setting an example for the organisation through my actions. As such, I will ensure that my actions reflect the RAS’s values.
8. I will develop and maintain a sound and up-to-date knowledge of the RAS and its environment. This will include an understanding of how the RAS operates, the social, political and economic environment in which it operates and the nature and extent of its work.
9. I will be accountable for my actions as a Trustee of the RAS and will submit myself to whatever scrutiny is appropriate.
10. I accept my responsibility to ensure that the RAS is well run, and will raise issues and questions in an appropriate and sensitive way to ensure that this is the case.
Meetings
1. I will attend all appropriate meetings and other appointments of the RAS or give apologies.
2. I will prepare fully for all meetings. This will include reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time.
3. I will actively engage in discussion, debate and voting in meetings; contributing in a considered and constructive way, asking questions if I need to know anything, listening carefully and challenging positively.
4. I will participate in collective decision making, accept a majority decision of Council and will not act individually unless authorised to do so.
Governance
1. I will actively contribute towards improving the governance of Council, participating in induction and training and sharing ideas for improvement with Council.
2. I will abide by all the RAS’s policies
3. I will ensure that the RAS’s values of Diversity, Equality and Inclusion are upheld before, during, and after any Trustee selection process and that this value is communicated and made transparent to candidates.
4. I recognise that operational delivery is the remit of the CEO, and that my role here is to seek assurance on delivery, and require action where this assurance is not received.
Relations with others
1. I will endeavour to work considerately, respectfully and courteously with all those I come into contact with at the RAS. I understand that failing to do so may initiate a process to resolve a dispute.
2. I recognise that the roles of Trustees, volunteers and staff of the RAS are different, and I will understand and respect the difference between these roles.
3. Where I also volunteer with the RAS, I will maintain the separation of my role as a Trustee and as a volunteer.
4. UPDATE FOLLOWING FEEDBACK - THIS POINT IS NOW LESS PRESCRIPTIVE. I will TRY TO support and encourage PEOPLE I COME into contact with at the RAS, WHERE APPROPRIATE
5. If I witness or am made aware of behaviours within Council, or within any RAS Group, or from any individual that are not in line with the policies and values of the RAS, I will raise my concerns with the President and/or Chief Executive unless, in my judgement, there are good reasons not to do this.
7. If I wish to communicate my personal views in a public forum, and there is a risk that I will be perceived as speaking on behalf of the RAS, I will ensure to make clear that I am speaking as an individual and not as a representative of the RAS.
Agreement
I understand that a breach of any part of this Code may result in my being asked to resign from Council.
I understand that if I refuse to resign, the other Trustees may exercise their right under Bye-Law XXX to vote to remove me from office.
Signed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Extra information on conflicts (from the Charity Commission)
Note about Conflicts of Interest
The Commission defines a conflict of interest as any situation in which a Trustee’s personal interests or loyalties could, or could be seen to, prevent them from making a decision only in the best interests of the charity.
For clarity, the Commission also defines a conflict of loyalty as a particular type of conflict of interest, in which a Trustee’s loyalty or duty to another person or organisation could prevent the Trustee from making a decision only in the best interests of the charity.
Draft: Dealing with alleged breaches of the Code
As above, click on each block to reveal its contents.
Introduction
This process applies to Trustees.
Trustees are all Members of the Society, and the situation triggering the dispute may also trigger separate activity to deal with a breach of the Membership Code of Conduct as well as the Trustee Code of Conduct.
How would this process be initiated?
There are three ways this could happen:
1. Self-referral to the Conduct Committee
2. Referral by another Trustee or a Member of the Society to the Conduct Committee
3. Observation by one of the Conduct Committee
The Conduct Committee
This will normally comprise: the President, a Secretary, a VP, and one other Council Member, to be selected by the President. The CEO may be invited to attend and give advice, but will not have a vote. Meetings will only take place when required.
Process
Reports may be submitted to any member of the Conduct Committee, who will raise it confidentially with the rest of the Committee. If an incident relates to a member of the Committee, that person will not be allowed to review the incident and shall be replaced by another Council Member in the same role (with the exception of the President, who, if conflicted, shall be replaced by a VP).
Once a report is submitted, the Conduct Committee will gather further information in order to make an informed judgement and provide support to the person who has submitted the report.
The Conduct Committee will then meet to discuss the report in detail and decide the appropriate action. The individual(s) about whom the report has been made will be given the opportunity to be heard by the Conduct Committee. Once appropriate actions are determined by the committee, all parties will be notified of the decision.
Appeals
If any party wishes to appeal the Committee’s decision, they must do so within 21 days of communication from the Committee. The decision will then pass to Council, to be decided by a majority vote. Any parties to the dispute are considered conflicted and not able to vote on this matter, but the members of the Committee who came to the conclusion now being appealed are not considered conflicted, and are able to vote.
The decision of the appeal hearing is final and there is no further appeal.
Consequences
The following is a non-exhaustive list of potential consequences of breaching the Code of Conduct, to be decided by the Conduct Committee:
• Being requested to apologise
• Being requested to undertake relevant training
• Removal from a Committee, Working Group, etc
• Being asked to resign from Council
• Removal from Council, pursuant to Bye-law XXX
UPDATE - EXTRA SUGGESTIONS FROM FEEDBACK FROM A COUNCIL MEMBER
- an offender being asked to undertake not to repeat the offending behaviour;
- - the issuance of a written warning that if *** then ***;
- the instigation of a mediation process.
Comments? Questions?
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