1. Purpose
   The Council of Management (hereafter “the Council”) is the governing body of AJA. Its role is to provide strategic direction, ensure the charity meets its charitable objectives, complies with relevant laws and regulations, and uses its resources effectively for public benefit.
2. Responsibilities
   The Council is collectively responsible for:

• Upholding the charity’s mission, vision, and values.
• Setting and reviewing the strategic direction of the charity.
• Ensuring financial oversight, including approval of budgets, monitoring of financial performance, and risk management.
• Ensuring the charity complies with legal, constitutional, and regulatory requirements, particularly the Charities Act 2011 and Charity Commission guidance.
• Overseeing the delivering of work by members, employee and contractors on behalf of the charity.
• Safeguarding the reputation and sustainability of the charity.
• Approving key policies and procedures (e.g., safeguarding, data protection, equalities).
• Supporting and evaluating the performance of the Chair and Treasurer.
• Ensuring transparent and effective governance and decision-making.

3. Membership

• The Council shall consist of a minimum of [3] and a maximum of [12] trustees.
• Trustees are appointed according to AJA’s byelaws and shall serve for a term of 3 years, renewable up to 2 consecutive terms.
• New trustees shall undergo an induction and receive ongoing training as necessary.

4. Meetings

• The Council shall meet at least ten times per year.
• Additional meetings may be convened as required.
• A quorum shall be three trustees.
• Decisions shall be made by consensus where possible, or by majority vote if necessary. The Chair shall have a casting vote in the event of a tie.
• Minutes shall be taken, approved, and securely archived.

5. Delegation and Sub-Committees

• The Council may delegate specific responsibilities to AJA committees or working groups, provided such delegation is clearly defined and recorded.
• Delegated authority does not absolve the Council of ultimate responsibility.

6. Conflicts of Interest

• All members must declare any actual or potential conflicts of interest.
• Members shall not participate in discussions or decisions where there is a conflict unless the Council agrees otherwise, in accordance with the charity’s conflict of interest policy.

7. Review
   These Terms of Reference shall be reviewed annually by the Council and updated as necessary to ensure continued relevance and compliance.

Adopted by the Council of Management Annually following the AGM.

Signed:

Chair:     

Date: ___4^th July 2026______________