Under Rule 10.6 of the Irish Medical Organisation the Council of the IMO will convene an EGM on Saturday 23rd March and the following are the resolutions to be placed before the meeting.

RESOLUTION 1

That the IMO will undertake a Retrospective Review with the following terms of reference:

1. To conduct a full, thorough review of all documentation connected directly or indirectly with the following matters in the Irish Medical Organisation and other organisations connected therewith.

1.1 All matters connected with the employment contract, payment and pension arrangements of the former CEO in respect of any role held by him within the IMO and any companies associated with the IMO including the governance systems for negotiating such contracts and/or appointments (1993 to cessation of employment)

1.2 All matters connected with the establishment and operation of subsidiary or associated companies for their period of operation including the appointment of Directors and the governance arrangements between such ventures and the IMO

1.3 Financial and governance arrangements between 1993 to end 2012 dealing with in particular
a) Awarding of contracts
b) 3rd Party Consultancy arrangements
c) 3rd Party Salary/Expense payments/stipends

1.4 Appointments to external bodies/companies where the IMO had a right to nominate

2) Identify any matters or concerns in respect of any breaches of IMO Governance arrangements and/or rules or control procedures.
3) To arrange and conduct interviews with relevant parties (including external advisers) involved or connected to any matters or issues identified in the document review, to obtain clarification or further information on same.
4) To review all information obtained by the combination of the document review and the interview/follow up process, and produce a draft report and make same available to any person who is the subject of any adverse findings, in the first instance, to afford them an opportunity to address same or comment on them in advance of finalisation of the report.
5) The completed report should be sent in the first instance to the Executive Committee who will bring it to a special meeting of Management/Council and Trustees, for review and further action.

Tendering Process
IMO to place advert in national media outlet inviting tenders.
Executive Committee to review tenders using professionally recognised criteria before making recommendation to Management Committee and Council

RESOLUTION 2
That the IMO Council will establish a Governance Review Committee to oversee a comprehensive Governance Review of the Organisation and the composition, tenure and terms of the committee will be:

Composition
Members of the IMO Executive Committee being Dr Paul McKeown, Dr Matthew Sadlier, Prof Sean Tierney, Dr Ray Walley and
- An elected representative from each of the four IMO Specialty Committees

Tenure
The tenure of the Governance Review Committee is time limited to the completion of the current Organisation’s review being undertaken by Symbio Business Solutions Ltd. and the submission of recommendations to Council by the Management Committee, at which time the Committee will be disbanded.

Terms of Reference

The principal terms of reference for the Governance Review Committee are as follows:

1. To review the scope of the current Organisation’s review currently being undertaken by Symbio Business Solutions Ltd., having been approved by Management Committee and Council in October 2012, such scope currently includes:

- Structures
- Roles and Responsibilities of Honorary Officers, Committees and Executive
- Financial Governance Issues
- Reviews of all Expense/Stipend payments to Honorary Officers and Committee Members
- Relationship with subsidiary companies
- AGM – Format, Motions Committee, Policy
- Decision making in IMO – Policy and Strategy
- All operating units of IMO and their impact on structures and operations
- Principle of democracy and transparency in IMO
- Formalise selection of President and Honorary Officers
- Rules & Constitution

2. To amend and/or extend the scope of this review.

3. To meet with Symbio and Director of Finance on a monthly basis and receive written reports on progress of the review.

4. To consider the information from the consultation processes under the Review, those being:

Membership Survey
Interviews with members of IMO Management Committee and two nominated representatives from each specialty committee
Interviews with Trustees and Past Presidents
AGM Policy
Such consideration to bear in mind a) legislative and compliance requirements b) best business practice and c) resources of the organisation

To draft a series of proposals, changes and recommendations to be submitted by the Management Committee to Council for its consideration and which will form the basis for formal submission to the membership for approval, by way of an EGM or AGM, such submission to include Rule Changes.

Resolution 3

That this meeting endorses the IMO Council decision to establish an Interim Executive Committee and Management Structures to fulfil the role of a Chief Executive pending the implementation of new Governance & Structures arising from the Governanc