Executive Committees

Within this guide, there are the following sections:

Chairs and Vice-Chairs
This section discusses the roles of Chair and Vice-Chair.

Representatives
This section discusses the duties and functions of ExCo representatives, including template for changing the representative.

Voting
This section discusses the processes for carrying out formal votes, including how to tell whether a particular vote requires a majority or unanimity.

Quorum
This section covers the definition of quorum and how to determine whether a quorum exists.

Written procedure
This section explains how to carry out an electronic vote by email between meetings.

Minutes
This section discusses the requirement to keep minutes of official ExCo meetings.

Virtual meetings
This section provides best practices for carrying out ExCo meetings remotely using webconference software.

What is the role of Chair?

The overarching role of the Chair is to provide leadership to Executive Committee, the Operating Agent or Secretary, and the Task Participants. The Chair is usually supported by the Vice-Chairs, the Secretary or Operating Agent, and other Executive Committee representatives, as appropriate.

The Chair manages and organises Executive Committee meetings to ensure that matters are dealt with in an orderly, efficient manner in accordance with the agenda. Between meetings, the Chair is the public face of the TCP, representing the TCP at events or meetings and leading outreach activities with prospective members.

What is the role of Vice-Chair?

The Vice Chair supports the Chair in their responsibilities, and may at times be delegated specific responsibilities to perform in the Chair's absence or to share the workload of leading the Executive Committee.

Who can be Chair and Vice-Chair?

Under the TCP Framework, the Chair and Vice-Chairs must be officially designated representatives (or alternates) of Contracting Parties. This means that representatives of Sponsors and Limited Sponsors are prohibited from being selected for Chair or Vice-Chair.

How many Vice-Chairs can we have?

Most Implementing Agreements state that the Executive Committee may elect "one or more" Vice-Chairs. Thus, it is up to the Committee to decide how many Vice-Chairs to elect. Most TCPs have two, and we do not recommend having more than three Vice-Chairs.

What is the procedure for electing the Chair or Vice-Chair?

The procedure should begin before the end of each term. Nominations for either position should be requested several months before the end of term, either through an announcement at an Executive Committee meeting or by email. If a currently serving individual wishes to stand for reelection, the person should express their interest to continue for another term.

If the number of nominations equals the number of vacant positions, then you may use a simple unanimous “no objection” approach. The Executive Committee should be asked to confirm the nominations provided that there is no objection. If the terms end in between meetings, it may be necessary to do a written procedure.

In the event, that there are two nominations for the same role, ExCo representatives should be asked to vote for their preferred nominee. This could be done by a raise of hands in person or by providing the vote in writing by email or ballot prior to the Executive Committee meeting.

Please contact TCP.legal@iea.org with any questions.

Are there any requirements for the duration of terms for Chair and Vice-Chair?

In most cases, the duration of a Chair or Vice-Chair term lasts for one or two years. The Implementing Agreement will state the requirement for the duration of the terms.

Who can be an ExCo representative?

There are no specific requirements to be an Executive Committee representative. The Implementing Agreement allows a Participant to select any individual it chooses to be its Participant’s representative on the Executive Committee.

In most cases, the individual is an employee of the Participant, but the Participant is free to choose someone else as well. It is strongly recommended that each Participant designate at least one representative from within the Participant's institution.

Note that there is also no requirement that a Contracting Party's representatives be nationals of or located within the Contracting Party's country, although again we recommend that Participants select from within their country.

What is the difference between primary and alternate ExCo representatives?

The primary ExCo representative is the key contact person for a Participant in the Executive Committee. Responsibilities include, but are not limited to, attending Executive Committee meetings on behalf of the Participant, voting, acting as spokesperson, providing comments on TCP documents and informing the Participant of developments within the TCP.

The alternate ExCo representative is the secondary contact person who supports the primary ExCo representative, and acts as the key contact person if they are unavailable.

Together, the primary and alternate representatives exercise a single vote. If there is a disagreement between the two representatives with respect to a vote, it is the primary representative who has the authority to vote.

How many alternate ExCo representatives can a Participant have?

The Implementing Agreement will state how many alternate ExCo representatives may be designated. The standard limit is one alternate ExCo representative for each Participant.

How do we change our ExCo representative?

To change an ExCo representative, please send a signed electronic copy of the template letter 'Change of ExCo Representation' to the TCP Chair and Secretary/Operating Agent with TCP.legal@iea.org on copy.

Please do not mail the original signed letter.

Should we use a majority vote or unanimous vote?

We recommend that you use a “no objection” approach based on the consensus model for any decision requiring a vote, whether it is unanimous or majority. Under this approach, the Chair explains each question raised for decision and asks the room whether there is any objection to a proposed decision. If no one speaks up, the decision passes. If an objection is raised to a decision, rather than proceed to a vote, the ExCo seeks to resolve the objection so that all members agree on the way forward.

If a formal vote is necessary, you should refer to the legal text to determine whether a unanimous or majority vote is required. Unanimity is always required for amendments to the legal text, admission of new members, decision to request a new term, and decisions regarding financial obligations. Each TCP legal text also includes a provision saying what to do in cases where the agreement does not specify. Some specify unanimous vote where the agreement is silent, and others specify a majority vote.

How do we conduct a majority vote?

If a majority vote is necessary, it may be conducted using whatever procedure you choose. The most common approach is to go around the table and ask each member to state its vote. It is also possible to vote by anonymous ballot. For example, an anonymous ballot vote may be appropriate if a Chair or Vice-Chair election has more than one candidate.

For most TCPs, a majority decision will pass if it receives a majority of those present and voting. This means that you only count those parties that actually vote without including abstentions. For a 10 member TCP, 5 yes votes could count as a majority if there are 4 no votes and 1 abstention. In this scenario, 9 members are present and voting, so 5 yes votes would be a majority.

How do we conduct a unanimous vote?

A unanimous vote is successful if it receives no objections. The simplest approach for a unanimous vote is the “no objection” vote described above. If you expect that some members would like to abstain, you can go around the table and record the votes of each individual member.

As with majority vote, for most TCPs, the vote must be unanimous from all parties present and voting. This means that an abstention will not block a unanimous vote.

Can Sponsors vote?

Generally, no. Some TCP legal texts allow Sponsors to vote on all matters. Other TCP legal texts allow Sponsors to vote only for financial matters or for decisions regarding Annexes the Sponsor participates in.

What is a quorum?

A quorum is the minimum number of TCP ExCo members required at a meeting for the ExCo to conduct business. When a quorum is present, decisions are binding for all TCP participants, including those that are not present.

A quorum is usually a majority of the Contracting Parties. Sponsors are not included unless explicitly mentioned in the legal text. Note that some TCP legal texts specify that each country should be counted only once. If a country has designated more than one Contracting Party, they will together count as one.

When should we determine if a quorum exists?

Immediately before beginning the meeting, the Chair or Secretary should determine whether a quorum is present. This should be recorded in the minutes. If a quorum is present at the beginning, this is sufficient to meet the quorum requirement and it is not necessary to count again unless a member requests.

Any member may request a quorum count at any time. If requested, pause the meeting and determine if there is a quorum. The outcome should be recorded in the minutes.

What should we do if we don’t have a quorum?

If a quorum is not present, the ExCo is not able to conduct business at the meeting. The representatives who are present may still discuss the items, but the ExCo cannot take any decisions or make recommendations at the meeting. Following the meeting, you should inform all ExCo members that there was not a quorum present and provide the minutes detailing the discussion.

The ExCo should discuss what to do for items requiring a formal decision. Where possible, items should be postponed to the next meeting. For time-sensitive decisions, the ExCo can propose to take the decision by written procedure (see below).

What if we begin a meeting with a quorum, but lose quorum partway through?

If a quorum is present at the beginning of a meeting, it is not necessary to recount again unless a member requests it. If a quorum count is requested and a quorum is not in fact present at that time, the ExCo is not able to make decisions from that point forward, but any decisions prior to the quorum count are still valid.

Even if no one specifically requests a count for quorum, out of prudence, the ExCo should not take decisions if it does not appear that a quorum exists. This problem can be avoided with careful planning. Decisions should not be scheduled as the final items of a meeting in case members need to leave early to catch flights or trains.

Can we count remote members for the purposes of a quorum?

Remote members do count for the purposes of a quorum. However, you can only count remote members if they are present when the quorum count takes place. The initial quorum count for a meeting should include only members who are physically present and remote members that are already connected. If a quorum is present at the beginning, it is not necessary to count remote members at any point, unless the quorum is lost.

If a meeting does not have enough in-person members for a quorum at the start, then remote members may be relevant for particular items. If this is the case for a meeting, you should carefully note in the minutes which items had a quorum due to remote participation.

What is a written procedure?

A written procedure is the use of a written communication—typically email—to take a decision or vote. Decisions adopted in this way have the same effect as if they were adopted in a meeting by the full committee.

When should we use written procedure?

The IEA Legal Office recommends that the written procedure be used sparingly. Legally speaking, a written procedure can be used for any decision. However, the ExCo should carefully consider whether it is a good idea to use the procedure for each particular situation. Some potential benefits and drawbacks include:

For particularly important decisions like amendments to the legal text and changes to financial obligations, we recommend discussing the item at a meeting and then using the written procedure after the meeting to ensure that absent members have an opportunity to consider the changes.

How do we conduct a written procedure vote?

The Chair or Secretary should send an email to all TCP ExCo representatives and alternates clearly stating:

1. the specific question being voted on;
2. the deadline for response;
3. the conditions for the decision to pass; and
4. next steps if the decision does not pass.

After the deadline for response has passed, the Chair or Secretary should email the group again informing them whether the decision passed. Some TCP legal texts describe specific requirements for using written procedure, such as the amount of time for response. We recommend 21 days unless there is a pressing need to have a shorter deadline.

Is an affirmative vote from each member required?

Many TCP legal texts explicitly state that not responding to a written procedure will not block an otherwise unanimous or majority vote. The IEA Legal Office advises that this applies even where the TCP legal text is silent as long as the email announcing the vote clearly states how a lack of response will be treated. For the sake of simplicity, the IEA Legal Office recommends using a ‘no objection’ written procedure that explicitly states that no response will be treated as a positive vote.

What is a ‘no objection’ written procedure?

The IEA Legal Office recommends a simplified ‘no objection’ model for all written procedures. Under this model, a proposed measure will be adopted if no objections are received. If any objection is received, the item will be put on the agenda for the next meeting for discussion. No response is considered to be a positive vote. This model can be used for both majority votes and for unanimous votes.

Below is sample text for a ‘no objection’ written procedure.

At the most recent meeting on [date] in [location], the ExCo discussed whether to request a five-year extension of the term of the TCP until 24 February 2024. [Additional background, if necessary.] The representatives present agreed to submit the question to the full ExCo by written procedure.

If you object to the TCP requesting an extension of the term for another five years, please respond to this email indicating the reason for your objection. If you do not respond, this will be treated as a positive vote.

If no objection is received by [date, usually 21 days], then the measure will be approved as of that date. If an objection is received, the item will be placed on the agenda for further discussion at the next ExCo meeting.

The outcome of the procedure will be communicated to the ExCo as soon as possible after the response deadline and will also be recorded in the minutes of the next ExCo meeting.

What are the ExCo meeting minutes?

The minutes of an ExCo meeting are the written record of what took place at the meeting. They typically include details of who attended the meeting, the items discussed, the decisions and recommendations taken at the meeting, and next step action items agreed to at the ExCo meeting. The minutes can be an important resource in tracking the progress and activities of the TCP and are particularly useful when a TCP member cannot attend a meeting. The minutes may also be important in the unlikely event that there is a dispute among TCP members about what was decided at an ExCo meeting.

What is the process for preparing ExCo meeting minutes?

The ExCo should appoint someone at the beginning of each meeting who will be responsible for taking careful notes and preparing a first draft of the minutes. For most TCPs, this is done by the Secretary.

One of the first items of business at each ExCo meeting should be to formally adopt the minutes of the prior meeting. To avoid disputes at this point, ExCo members should be given an opportunity to comment on the draft minutes soon after each meeting.

Note that not all TCP legal texts explicitly require that minutes be prepared and circulated to ExCo members following a meeting. However, it is common practice among organised bodies like the TCP ExCos, and the IEA Legal Office strongly recommends that each TCP prepare minutes for each meeting regardless of whether the legal text requires it.

Is there a standard format for minutes?

The TCP may use whatever format it chooses for minutes, and the level of detail is up to the TCP. At a minimum, the minutes of each ExCo meeting should include:

• the names of the attendees at the meeting and whether a quorum was present;
• all decisions and recommendations of the ExCo, e.g. on the Programme of Work, budget, election of officers, election of an Operating Agent;
• any invitations to become a CP or a Sponsor and the terms and conditions of such participation;
• any amendments to the IA text or an Annex text (including the wording of the text to be deleted from/inserted in the text);
• any withdrawals of CPs or Sponsors;
• any issues with respect to CPs or Sponsors (for example, non-payment of fees or non-attendance of meetings); and
• next step action items for after the meeting and who is responsible for each item.

For numerous reasons, rather than hold an in person Executive Committee (ExCo) meeting, a TCP may decide to hold a virtual meeting. Virtual meetings are equivalent to in-person meetings, and any decision taken at a virtual meeting is just as valid as if the meeting had been in person. This section provides some tips and best practices regarding online ExCo meetings, as well as some points regarding procedural issues that differ in an online context.

Can the Secretariat offer us access to virtual meeting software?

Unfortunately, the Secretariat is not able to offer access to the software that the IEA uses for meetings except under special circumstances. For example, if a webinar or meeting is hosted jointly between the TCP and the IEA Secretariat, we may be able to offer to host the meeting.

Although the Secretariat is not in a position to offer specific suggestions, we have heard that TCPs have used Skype, GotoMeeting, Zoom, and others. There are a variety of online platforms available for virtual meetings, all with different functionalities. With the help of the TCP Chair or Secretary, the ExCo should be able to find a platform to conduct the meeting that works for all participants.

Do we need to take any special security or privacy measures?

There are no specific privacy or security measures required by the IEA or by the TCP Implementing Agreements for TCP meetings that are not organised by the IEA Secretariat. However, depending on where you and your participants are located, you may be subject to national or regional privacy laws such as the EU General Data Protection Regulation (GDPR). We recommend that ExCo Secretaries and delegates who organise meetings check the policies of their home institutions.

In terms of general recommendations, we suggest that you use a password for your meeting, if possible, as this reduces the likelihood of uninvited participants disrupting your meeting.

Note that most online meeting software allows you to record a meeting. If you plan to record all or part of the ExCo meeting, at the very least, you should inform all participants of the plan to record prior to the online meeting e.g. in pre-meeting written communications. The chair of the meeting should then also remind participants of the recording at the outset of the meeting and before you begin recording.

For information only, the IEA's privacy policy that applies to any meeting hosted by the IEA Secretariat is available here.

What do we do if we need to schedule a virtual ExCo meeting at the last minute?

Most TCP Implementing Agreements authorise the ExCo to designate the time and place of each Executive Committee meetings. This means that the ExCo can choose to hold a meaning virtually by a (usually) majority decision. If you need to do this in a hurry, you may use a simplified written procedure with a short timeline. 

Do you have any tips or advice for scheduling virtual ExCo meetings?

Unfortunately, scheduling webinars to accommodate people from all time zones can be extremely challenging, especially if you have participants in multiple continents. If you start to use virtual meetings on a regular basis, you may wish to agree to a rotating time-schedule.

Regarding the length of virtual meetings, you may find that you need to condense a meeting into a shorter period of time as participants in virtual meetings may be more prone to distraction than during an in-person meeting. We recommend that you schedule frequent breaks and spread your meeting out over multiple days, if necessary. For reference, at the IEA, we typically aim to keep webinars to 3 hours or less.

Do you have any tips or advice for participants in a virtual ExCo meeting?

At the IEA Secretariat, we typically provide the following suggestions to participants in our webinars:

• A headset with microphone is recommended or an audio system with echo canceller
• Participants should set their username/log in to either Country/Name, Organisation/Name or Company/Name
• Participants should mute their microphones throughout the meeting, except when they wish to take the floor and speak
• Participants should test their headset, microphone, webcam set-up with the meeting software ahead of time to ensure it will work correctly during the event.

Does the same quorum requirement apply in virtual meetings?

Yes, the same quorum requirement that applies to an in-person meeting also applies to a virtual meeting.

When and how do we determine if a quorum exists in a virtual meeting? 

When a virtual meeting begins, the Chair or Secretary should determine whether a quorum is present. The quorum should be recorded in the minutes. If a quorum is present at the beginning, this is sufficient to meet the quorum requirement and it is not necessary to count again unless a member requests.

Depending on the platform used for the virtual meeting and how participants identify themselves (as advised in useful tips), the simplest method of determining quorum may be for the Chair or Secretary to record the participants directly from the list of participating callers in the web platform. Alternatively, you can carry out a traditional “roll call” where each participant states their name and affiliation.

What should we do if we don’t have a quorum?

Please refer to the guidance from in person ExCo meetings.

What if we begin a meeting with a quorum, but lose quorum partway through?

Please refer to the guidance from in person ExCo meetings.

How should we handle voting in a virtual meeting?

An ExCo may decide to use written procedure for decision items on the agenda of a virtual meeting where no objections are expected. If voting is conducted in this way, the deadline of the written procedure should end just before the virtual meeting. The Chair can announce the results of the written procedure in the virtual meeting, and it can be noted in the minutes

Can we use an online voting tool to vote?

The ExCo may agree to use an online voting tool. This tool would replace showing a raise of hands in an in person meeting. We suggest the voting tool be tested a head of the ExCo meeting. Although the Secretariat cannot provide specific software settings, some meeting software allow taking of polls or votes. Alternatively, there are many stand-alone live polling tools available.