Contents | 1.
Introduction | 2.
Life cycles | 3.
Models | 4.
Board review questionnaires | 6.
The Board's role
is no one right answer to questions like:
is our preferred model of governance?
do we want out board to work?
will we know we are doing a good job?
board needs to have its own answers.
following is a checklist of things to consider or a starting point
that can be amended and modified to suit your board's circumstances.
questions to answer
board of directors needs to be clear about its roles, its duties and
responsibilities. The board needs to be able to answer:
- What are the roles and powers of board members?
- What are our responsibilities?
our our fiduciary duties and responsibilities?
- How are we appointed?
- What skills do we need?
- What induction and training do we need?
- What is our code of conduct?
- How will we run our meetings?
- What committees will we have and what are their roles and responsibilities?
- How will we report to our members?
are the rights of our members?
- What are the responsibilities of our members?
- What is the role of the chairperson?
- What is the role of treasurer?
is the role of secretary?
- What is the role of individual members?
- What is the role of the Chief Executive Officer?
- What values underpin good governance?
- How will we know we are doing a good job?
for a board
following role could be used as a starting point for modification.
Some boards may do more, some less.
roles of a board include:
the vision, purpose and values of the organisation
a strategic plan
a service plan
key organisational policies
the budget and monitoring expenditure
and holding the Executive Officer accountable for implementing
the plan within the context of organisational policy and the approved
legal requirements are met
a risk management plan and ensuring it is implemented
quality of services
there are adequate funds and resources for the organisations
the board is functioning well, reviewing the work of the board and
planning for the succession and orientation of board members.
the board provides leadership for the organisation
an effective working relationship with the Executive Officer
meetings (unless agreed otherwise)
up the board agenda with the EO
meetings of the board are held.
that legal responsibilities of the organisation are met.
that meetings are run in accordance with the organisation' s constitution
board meetings to ensure there is effective participation
and decision making at board meetings.
This role includes:
through the agenda.
o Making sure that all at the meeting participate.
o Clarify the decision (and wording where appropriate) for the Secretary
and the board as a whole.
the minutes after they have been confirmed as a true record of the
the board commences an annual board review process.
that adequate board papers are prepared and circulated prior to
the board meeting - this may involve checking with the EO the papers
have been prepared and sent out.
accurate minutes are taken of board meetings and other meetings
of the organisation - the minutes should include the
decisions and reasons
for those decisions.
and submits to the board all applications for membership
- Ensure the corporate seal is only used on the proper authority.
statutory reporting requirements in accordance with relevant legislation.
The Secretary must sign any legal documents that require the signature
of the Secretary of the organisation.)
treasurer is responsible for over sighting the organisation's finances
and budget. The staff are responsible for keeping the accounts and preparing
financial reports to the board.
treasurer is responsible for over sighting that
- Adequate books of account are kept.
- The budget is produced.
- An audit is prepared.
board receives adequate financial advice.
Roles of individual members
roles/responsibilities of the board members as individuals are to:
a commitment to the organisation's values and objectives
their powers in the best interests of the organisation as a whole
reasonable inquires to ensure the organisation is operating efficiently,
effectively, appropriately and legally in achieving is mission
- Read material for meetings in advance and any other relevant preparation
- Participate in discussions
- Participate in decisions
in committees as appropriate
all their fiduciary duties and responsibilities (see below)
Fiduciary duties and responsibilities
Board members have a responsibility to:
1. Act honestly and in good faith
2. Ensure that the organisation carries out activities within its purpose.
3. Disclose potential conflicts of interest as soon as they arise. This
includes financial, political or personal benefit from:
- other business or professional activities
- employment or accountability to other people or organisations
- membership of other organisations
of property or other assets.
4. Where there is a conflict of interest remove themselves from
particular discussions, decisions or votes, or resign altogether
from the management
5. Not use their position and information for personal benefit or advantage
at the expense of the organisation.
6.. Act in the best interests of the organisation. The interests of
the organisation are the members as a whole, not any particular member
or group of members. For example, representatives should act for all
members, not just those they represent.
7. Exercise powers for their proper use.
8. Ensure that duties they delegate to staff are carried out properly
by competent people.
9. Respect the privacy and confidentiality of information obtained in
the course of their participation and not share information that refers
to staff members or members of the management group to any group or individual
outside the organisation.
is responsible for implementing the directions determined by the board,
within the vision, purpose, values and policy context and budget determined
by the board. As with the role of the board, the role of the Executive
Officer can vary depending on where the organisation is in its life
practice there are often ambiguities between the role of the board
and the role of the Executive Officer. While the boundaries between
these roles may vary from one organisation to another it is essential
that they are clear - preferably in writing.