• Manchester Digital - Governance Overview

Manchester Digital - Governance Overview

Manchester Digital is governed by a board made up of representatives from the membership, each of the 4 nominated posts are elected for 24 months. The general governance and direction of the organisation is overseen by members at biannual general meetings.
The values of Manchester Digital:
High standards of professional and ethical conduct, collaboration for mutual benefit, and to represent the interests of small as well as larger member businesses.
The founding principles of Manchester Digital as an organisation run for the benefit of its members, wholly owned by and fully answerable to those members.
Current structure:
•     A two-part, non-profit structure, with an association and a company.
•    Biannual general meeting of members of the association will be held to ensure that the membership has sight and ability to influence the direction and validity of the work.
•     An enlarged board includes elected non-executive members alongside directors appointed by a nominations committee and the managing director. It appoints a secretary and chair.
•     A nominations committee (NomCo) - a subcommittee of the board - is charged with ensuring that the board is competent to run the organisation - checking candidates for election against a set of (written) criteria and appointing or re-appointing remaining directors.
•     Members will have an opportunity to contribute directly to policy formulation through ‘constituencies’ covering specific interest groups
•     Member control over the organisation is exercised directly through the general meeting (GM).
•     Member engagement in setting policy and direction is further enhanced through the constituency system
•     The election of some directors is intended to ensure a good balance on the board - they are not representatives.
•     NomCo may disallow a candidate for election if that candidate does not meet the stated criteria for board membership.
•     The GM retains the power to dismiss any board member.
The changes are reflected in the following documents:
•     MDA Constitution 2017 
•     Procedures for Governance of Manchester Digital
•     Code of Practice 2017
All of which can be accessed at the bottom of this page.
Note that:
•     The Procedures for Governance document is entirely new. It covers new areas not previously documented, consolidates policies agreed in the past, and goes into more detail than previously.
•     The Code of Practice, as previously, sets out the duties and responsibilities of members.
•     This document includes detail on the transitional arrangements below, forming part of the proposal.
Transitional arrangements
If the new structure is approved by the general meeting, the following transitional arrangements will apply.
A NomCo will be appointed, consisting of:
•     Two members of the current board chosen by the current board.
•     Two members of the outgoing council chosen by the outgoing council (who are not currently members of the board).
The NomCo will then:
•     Open nominations for elected board members.
•     Draw up a list of candidates by applying the criteria.
The board will make arrangements for the election (conducted by ERS).
Following the election:
•     Lots will be drawn to choose two successful candidates that will serve for two years and two that will serve for one year.
•     The two members selected to serve two years will replace the two members of NomCo appointed by the council.
•     The two members of the board (not the MD) that are not serving on NomCo will formally stand down from the board, with the option to present themselves as candidates for reappointment.
•     NomCo will meet and consider these two positions on the board and appoint as necessary.