Advisory Board terms of reference

THE BRITISH ESPORTS ASSOCIATION ADVISORY BOARD (“AB”)

 

Terms of Reference

 

1. Establishment
   1. The first AB was established by the Executive Team in 2016, when the British Esports Association was founded.
2. Responsibility
   1. The AB shall be independent of the Executive Team and shall use its best endeavours to fulfil the Objectives, below;
   2. The AB shall be the main advisory group working with the Executive Team.
3. Objectives
   1. The AB shall have the following role, and Objectives:

1. To be consulted by, and provide expert advice to, the Executive Team on key strategic and operational initiatives and to check and challenge the Executive Team, where appropriate;
2. To attend events and speaking engagements on behalf of the British Esports Association;

                                     iii. To work with the Executive Team to provide the members of the British Esports Association with information and guidance on any matter relevant to the British Esports Association, and on any matter relevant to esports in the United Kingdom;

1. Alongside the Executive Team, to act as ambassadors in promoting the British Esports Association, its strategy and values;
2. To establish sub-groups, if applicable, to advise on or deliver certain functions of the British Esports Association and to work with those sub-groups, and any other advisers or advisory groups, as applicable.

1. Membership, appointment, and removal
   1. Membership of the AB shall be on a voluntary basis, and AB members shall be entitled to resign their position at any time;
   2. The AB should represent different stakeholder groups, and deliver a range of competencies within, and for, the British Esports Association, and within, and for, the UK esports ecosystem;
   3. There shall be a minimum of eight (8) members of the AB, and a maximum of fourteen (14);
   4. The membership year (“Membership Year”) shall run from 1st January to 31st December of any given year;
   5. Each AB member shall attend (in person or on line) a minimum of one (1) AB meeting per Membership Year;
   6. When there is a vacancy on the AB, a potential member may be proposed by either the Executive Team, or another member of the AB. Any such proposal must be based on the proposed AB member’s skills and experience within the esports industry. The proposed AB member must be seconded by another member of the AB. A vote will take place at the AB meeting immediately following the proposal;
   7. A person shall be automatically removed from the AB if:

1. they become bankrupt or make any arrangement or composition with their creditors generally; or
2. they are, or may be, suffering from mental disorder and either: (i) they are admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Care and Treatment) (Scotland) Act 2003, or (ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for their detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to their property or affairs;

                                     iii. or they resign their office by notice to Chairman; or  

1. they shall fail to attend at least one (1) meeting in a Membership Year without justifiable reason being accepted by the other members of AB  and the other members of the AB resolve that their office be vacated; or
2. they are requested to resign by all the other members of the AB acting together in circumstances whereby the relevant AB member’s behaviour brings the British Esports Association into disrepute.

1. Meetings
   1. There shall be a minimum of three (3) and a maximum of five (5) AB meetings per Membership Year;
   2. AB meetings shall generally speaking be held in central London;
   3. AB members may attend meeting in person, or remotely;
   4. AB meetings may be observed by persons approved by the Executive Team who are connected to, and relevant within, the esports industry in the UK (“Observers”).
2. Conflicts  of Interest
   1. It is the responsibility of the Chair to proactively address and manage conflicts of interest amongst the members of the AB;
   2. Provided that they have disclosed the nature and extent of any material interest, and the matter has been authorized by the AB, a member of the AB, notwithstanding their office:

1. may be a party to, or otherwise interested in, any transaction or arrangement with the British Esports Association or in which the British Esports Association is otherwise interested;
2. may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the British Esports Association or in which the British Esports Association is otherwise interested; and

                                     iii. shall not, by reason of their office, be accountable to the British Esports Association for any benefit which they derive from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.

1. Chair and Vice-Chair
   1. The Executive Team shall appoint the Chair and Vice-Chair;
   2. The length of the Chair’s and Vice-Chair’s term will be three (3) years, with the option to extend such term for another three (3) years;
   3. The Chair shall chair AB meetings. If the Chair is not present, the members of the AB present and in attendance shall elect a chair from within their number for the purposes of the relevant AB meeting.
2. Agendas
   1. Agendas of AB meetings shall be approved by the Chair, in consultation with the Executive Team, and circulated by the Chair, or the Chair’s delegate, in advance of the relevant AB meeting taking place.
3. Voting
   1. Each member of the AB present at an AB meeting, either in person or remotely, shall have one (1) vote, but the Chair, or the chair of the relevant AB meeting, as applicable, shall have the casting vote in an event of a tie;
   2. To the extent that there are any matters under discussion at an AB meeting requiring a vote:

1. such vote shall be determined by a show of hands, and by a simple majority of those in attendance;
2. if a member of the AB is unable to attend and vote in person, that AB member may appoint another AB member as their proxy who shall entitled to represent them and exercise their rights at the relevant AB meeting.

1.  Minutes
   1. Minutes of each AB meeting shall be recorded, circulated amongst AB members electronically within a reasonable period after the relevant AB meeting has closed;
   2. A summary of each AB meeting shall be published on the British Esports Association website.
2.  Terms of Reference
   1. These Terms of Reference have been established by the Executive Team, in consultation with the AB and shall be reviewed at the end of each Membership Year.  

4th July 2019

 

---

The Executive Team shall be made up of persons in executive positions remunerated by the British Esports Association for their services, including but not limited to the Chief Executive Officer, Chair, and Vice-Chair.

The Membership Year represents one (1) year of an AB members term of office, pro-rated, as applicable, depending on when the member joins the AB