2026 COUNCILLOR TERMS & CONDITIONS

  1. Appointment
  • Subject to the remaining provisions of this letter, your appointment is for an initial term of four years commencing unless terminated earlier by either party giving to the other party one month’s written notice.
  • Your appointment is subject to the Constitution, Responsibilities as outlined in the Job Description, UKBJJA Policies and Code of Conduct
  • Continuation of your contract of appointment is also contingent on satisfactory performance and any relevant statutory provisions relating to the removal of a director.
  • Any term renewal is subject to board review and AGM re-election. Notwithstanding any mutual expectation, there is no right to re-nomination by the board after any four-year period. If you are not re-elected as a director, or you are retired from office under the Constitution, your appointment shall terminate automatically, with immediate effect and without compensation.
  • You may be required to serve on one or more committees. You will be provided with the relevant terms of reference on your appointment to such a committee.

Notwithstanding paragraphs 1.1–1.5, The Board may resolve to terminate your appointment in accordance with the UKBJJA Constitution, including Article 14.2.9, if you:

(a) commit a material breach of this letter of appointment or fail to discharge your duties as a director as outlined in paragraphs (2) and (3) or otherwise under this letter; or
(b) commit any serious or repeated breach or non-observance of your obligations to the Association (which include an obligation not to breach your duties to the Association, whether statutory, fiduciary or common-law); or
(c) you engage in conduct which, in the reasonable opinion of the Board (excluding you),
(i) has caused, or is reasonably likely to cause, serious reputational harm to the Association;
(ii) materially prejudices, or is reasonably likely to materially prejudice, the interests of the Association; or
(iii) constitutes a serious breach of the Association’s Constitution, Code of Conduct, or your statutory, fiduciary or common law duties.
(d) you commit, are found by the Board (acting reasonably and following appropriate investigation) to have committed, or admit to committing, any act of fraud, theft, dishonesty, deliberate misrepresentation, or financial misconduct in connection with the Association or otherwise where such conduct is materially relevant to your role as a councillor;
(i) are charged with or convicted of any criminal offence involving fraud, dishonesty, deception, bribery, corruption, financial impropriety, or moral turpitude;(ii) knowingly provide false or misleading information to the Association, its members, regulators, funding bodies, or stakeholders; or
(iii) misuse, misapply, or fail to account properly for Association funds, property, data, or confidential information.
(e) are convicted of any arrestable criminal offence [other than an offence under road traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed]

Before exercising its right of termination under this clause, the Association shall:

  • Provide you with written notice setting out the alleged conduct and the grounds relied upon;
  • Allow you a reasonable opportunity (not less than 7 days unless urgent circumstances apply) to make written representations;
  • Consider such representations in good faith; and
  • Determine the matter by majority decision of the Board (excluding you), acting reasonably and in accordance with the Constitution.
  • Nothing in this clause prevents the Association from suspending you from duties pending investigation where the Board reasonably considers such suspension necessary to protect the Association’s interests.
  • In exceptional circumstances where the Board reasonably considers that immediate action is required to protect the Association or its members, the Board may suspend you with immediate effect pending completion of the above procedure.
  • On termination of your appointment, you shall at the request of the Association resign from your office as a director of the Association.
  • If there are matters which arise which cause you concern about your role you should discuss them with the Chairman. If you have any concerns which cannot be resolved, and you choose to resign for that, or any other, reason, you should provide an appropriate written statement to the Chairman for circulation to the Board.
  • Any termination of appointment which results in removal from office as a councillor shall be subject to right of appeal.
  1. Time commitment
  • You will be expected to devote such time as is necessary for the proper performance of your duties. Unless urgent and unavoidable circumstances prevent you from doing so, it is expected that you will attend the meetings outlined below:
    – the Annual Council Meeting
    – all other scheduled council meetings
  • The nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional time commitment in respect of preparation time and ad hoc matters which may arise from time to time, and particularly when the Association is undergoing a period of increased activity.
  • At certain times it may be necessary to convene additional Board or committee meetings.
  • By accepting this appointment you undertake that, taking into account all other commitments you may have, you are able to, and will, devote sufficient time to your duties as a councillor.
  1. Duties
  • You will be expected to perform your duties, whether statutory, fiduciary or common-law, faithfully, efficiently and diligently to a standard commensurate with both the functions of your role and your knowledge, skills and experience.
  • You will exercise your powers in your role as a councillor having regard to relevant obligations under prevailing law and regulation.
  • You will have particular regard to the duty to promote the success of the company and act in the way most likely to promote its success for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to ­
    (a) the likely consequences of any decision in the long term,
    (b) the interests of the company’s employees,
    (c) the need to foster the company’s business relationships with suppliers, customers and others,
    (d) the impact of the company’s operations on the community and the environment,
    (e) the desirability of the company maintaining a reputation for high standards of business conduct, and
    (f) the need to act fairly as between members of the company.”
  • In your role as councillor you will be required to fulfil the individua responsibilities attached to the role description.
    • You will be required abide by the Association’s Constitution.
    • You will be required to act in accordance with the Association’s policies and procedures.
    • You will disclose any direct or indirect interest which you may have in any matter being considered at a council or committee meeting and, save as permitted under the articles of association, will not vote on any on any matter where you have any direct or indirect interest.
    • You will immediately report to the Chairman or CEO your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or councillor of which you become aware.
    • Unless specifically authorised to do so by the board, you will not enter into any legal or other commitment or contract on behalf of the Association.
  2. Remuneration and expenses
  • The Association will reimburse you for all reasonable, pre-agreed and properly-documented expenses you incur in performing the duties of your office. The procedure and other guidance in respect of expense claims is set out in the Expenses Policy.
  • On termination of the appointment you shall only be entitled to such fees as may have accrued to the date of termination, together with reimbursement in the normal way of any expenses properly incurred prior to that date.
  1. Outside interests
  • You have already disclosed to the board the significant commitments you have outside this role. You must inform the CEO or Chairman in advance of any changes to these commitments. In certain circumstances the agreement of the board may have to be sought before accepting further commitments which either might give rise to a conflict of interest or a conflict of any of your duties to the Association, or which might impact on the time that you are able to devote to your role at the Association.
  • It is accepted and acknowledged that you have business interests other than those of the Association and have declared any conflicts that are apparent at present. In the event that you become aware of any further potential or actual conflicts of interest, these should be disclosed to the CEO and the Association Chairman or Secretary as soon as they become apparent and, again, the agreement of the Board may have to be sought.
  1. Confidentiality
  • You acknowledge that all information acquired during your appointment is confidential to the Association and should not be released, communicated, nor disclosed either during your appointment or following termination (by whatever means), to third parties without prior clearance from the CEO or Chairman.
  • This restriction shall cease to apply to any confidential information which may (other than by reason of your breach) become available to the public generally.
  • You acknowledge the need to hold and retain Association information (in whatever format you may receive it) under appropriately secure conditions.
  • You hereby waive all rights arising by virtue of Chapter IV of Part I of the Copyright Designs and Patents Act 1988 in respect of all copyright works created by you in the course of performing your duties hereunder.
  1. Review process

The performance of individual councillors and the whole council and committees is evaluated annually.

  1. Training
  • On an ongoing basis, and further to the annual evaluation process, we will make arrangements for you to develop and refresh your skills and knowledge in areas which we mutually identify as being likely to be required, or of benefit to you, in carrying out your duties effectively. You should make yourself available for any relevant training sessions which may be organised for the board, with Safeguarding and other compliance training a mandatory requirement.
  1. Insurance and indemnity
  • The Association has directors’ and officers’ liability insurance in place and it is intended to maintain such cover for the full term of your appointment. Details of the cover are available from the CEO.
  • You will also be granted a deed of indemnity by the Association.
  1. Changes to personal details
  • You shall advise the CEO promptly of any change in address or other personal contact details.
  1. Return of property
  • Upon termination of your appointment with the Association (for whatever cause), you shall deliver to the Association all documents, records, papers or other company property which may be in your possession or under your control, and which relate in any way to the business affairs of the Company, and you shall not retain any copies thereof.
  1. Non-compete clause
  • You agree that you will not (without the previous consent in writing of the Association), for the period of six months immediately after the termination of your office, whether as principal or agent and whether alone or jointly with, or as a director, manager, partner, shareholder, employee or consultant of, any other person, carry on or be engaged, concerned or interested in any business which is similar to or competes with any business being carried on by the Association.
  1. Data protection
  • You consent to the Association holding and processing information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) including, as and when appropriate:
    (a) information about your physical or mental health or condition in order to monitor sick leave and take decisions as to your fitness to perform your duties;
    (b) information about you that may be relevant to ensuring equality of opportunity and treatment in line with the Company’s equal opportunities policy and in compliance with equal opportunities legislation; and
    (c) information relating to any criminal proceedings in which you have been involved, for insurance purposes and in order to comply with legal requirements and obligations to third parties.
  • You consent to the transfer of such personal information to other offices the Association may have or to other third parties, for administration purposes and other purposes in connection with your appointment, where it is necessary or desirable for the Association to do so.
  • You will comply at all times with the Association’s data protection policy.
  1. Rights of third parties
    • The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement. No person other than you and the Association shall have any rights under this letter and the terms of this letter shall not be enforceable by any person other than you and the Association.
  2. Law
    • Your engagement with the Association is governed by and shall be construed in accordance with the laws of the United Kingdom and your engagement shall be subject to the jurisdiction of the courts of England and Wales.