CQI Council – Terms of Reference
1.

CQI Council

Made up of the broad set of stakeholders for quality management and the quality
profession, the CQI Council plays a vital role advising and informing the CQI’s strategicplans and priorities.
CQI Council members form an important part of the CQI’s governance discharging duties
and placed on them by these Terms of Reference, clause 8 of our Royal Charter, Clause
14, 21b, 22, 27a, of the Institute’s By-Laws. The CQI Council forms part of the CQI
governance and stakeholder management structure defined in the CQI Framework for
Corporate Governance.
2.

PurposeThe CQI Council exists to:a) Advise the Board on matters relevant to the:The threats and opportunities relating to the achievement of the CQI’s objects
defined in the CQI Royal Charter: “The objects of the Institute shall be for thebenefit of the public to advance education in, knowledge of, and the practice of,quality in industry, commerce, the public service, and the voluntary sector.”
The threats and opportunities relating to the development and delivery of theCQI’s strategic objectives in pursuant of the above.
b) Elect new trustees.
c) Elect stakeholder members of the CQI Council.
3.

Accountabilitya) The CQI Council is accountable to the Board of Trustees for item 2 above.
b) The CQI Board of Trustees is accountable to the voting membership of the CQI(Chartered Quality Professionals) and to the Charity Commission of England &Wales.

4.

Dutiesa) Bringing to the Board’s attention any threats or opportunities relating to theachievement of the CQI’s purpose and strategy.as a whole will provide advice tothe Board of Trustees:i. Responding to any strategic or operational issues requested by the Board
ii. Bringing to the Board’s attention any threats or opportunities relating to theachievement of the CQI’s purpose and strategy.
b) CQI Council Ordinary Members only will:i. Remove a seated member of the Board by resolution passed by a simple
majority of Ordinary Council members present in accordance with theCharter and Bye-laws.

Document reference: CGOV.TOR.656 V0.1

Approved by BoT: 14 June 2023

ii. Elect members of CQI Board based on nominations from the CQI nominating
committee, in accordance with the Charter and Bye-laws and based on
nominations from the CQI nominating committee, in line with the current
recruitment process.
iii. When appropriate, request an Extraordinary General Meeting.
5.

Composition of CQI Councila) The membership of the CQI Council will be comprised of Ordinary Members andStakeholder members as follows:i. Ordinary Members:
A minimum of 10 and up to 20 current individual members of the CQI|IRCA
representing a balance of all grades of membership and the range ofdemographics the CQI wishes to involve:-CQI membership grades:oFellowoMembero

Practitioner

oAffiliate-IRCA membership grades:
oPrincipleo

LeadoAuditor

oInternalo

Associateii. Stakeholder Members:
A minimum of 5 and up to 20 stakeholder members representing a balanceof the following groups with an interest in developing and promoting quality
as a competitive tool:
oIndustry – trade bodies and employersoAllied Professions – professional bodies

oAcademia and Education – bodies providing education andtraining in quality management

oQuality Infrastructure – bodies supporting standards andconformity assessment

oRegulators – bodies focussed on improving quality, safety andsecurity of products and servicesb) A member of the CQI Council may not be a CQI Trustee.
c) Members shall serve no longer than three consecutive three-year terms subject tore-selection after each term.
d) The Chair and Vice Chair shall serve for three years, with both being able to standfor re-election for a second term.

Document reference: CGOV.TOR.656 V0.1

Approved by BoT: 14 June 2023

e) All members must complete the relevant CQI volunteer onboarding process andwill be accountable to the CQI professional code of conduct.
6.

Operation of the CQI Councila) A Chair will be elected by the CQI Council from members of the CQI Council. TheChair will be a current individual member of the CQI|IRCA. The Chair will attend
Board of Trustee meetings and work with the Chair of the Board of Trustees toensure effective communication between the board and council.
b) With regard to duty 4a above:i. The CQI Council will meet a minimum of once a year electronically or
physically to discharge its duty defined in 4a above.
ii. Meeting agendas will be determined the CQI Council Chair in conjunction
with the Board of Trustees Chair and CEO.
iii. The CQI may seek advice and guidance on specific issues by electronicmeans from the CQI Council at other times as required.
iv. Where voting on proposals is required by the CQI Council a majority of
those in attendance will be required with a quorum of at least 5 Ordinary
members and 50% of current stakeholder members, and decisions made bysimple majority.
c) With regard to duty 4b above:i. The CQI Ordinary Members only will discharge this election duty byelectronic means in line with trustee and CQI Council recruitment process
timelines.
ii. With respect to voting related to the election of trustees and CQI Councilmembers, the quorum shall be 5 Ordinary members, and decisions made bysimple majority.
d) Secretariat support will be provided by the CQI Executive, including minutetaking and document distribution.
e) Agendas and related papers will be circulated at least 5 working days in advanceof meetings and meeting minutes produced within 2 weeks.
f)None of the information forming part of the proceedings of the CQI Council will beconsidered confidential unless explicitly identified by the Chair or CQI Executive.

g) The CQI will reimburse travel and subsistence costs in line with the CQI’s current
volunteer expenses policy.
7.

Responsibilities of membersa) Members of the CQI Council will be expected to:i. Abide by the CQI Volunteer Code of Conduct and complete volunteer onboarding as required by the CQI
ii. Actively attend meetings and provide feedback responses as requested inreasonable time.
iii. Actively bring into the CQI expertise, experience and needs/expectations
from their stakeholder community.
iv. Adhere to the CQI policies and processes (including the Volunteer Expenses
Policy).

Document reference: CGOV.TOR.656 V0.1

Approved by BoT: 14 June 2023

b) Failure to meet the above expectations may result in members being asked tostep down, at the discretion of the Chair.
8.

Changes to Terms of Referencea) The CQI Council will review its performance against the current terms ofreference annually and agree any resulting changes in consultation with theBoard of Trustees.
b) Composition of the Council may be varied by the Board with the consent of theCouncil, expressed in the form of a resolution passed by a simple majority vote ofthe Ordinary Members of Council present at a meeting.

EndDocument reference: CGOV.TOR.656 V0.1

Approved by BoT: 14 June 2023