M1: Learner Manual
13. Frequency of Meetings
13.2. Election of Office Bearers
It is important to have a diverse Board of directors, so include people of different ages, skills, genders and personal values. The Board should respond to the needs and wants of members, keep the members informed, allow members to participate in the co-operative’s affairs, and make members feel that their participation is meaningful.
A nomination for appointment or election of a director must provide details of the person’s qualifications and experience. Members should elect directors who reflect the membership and are prepared to undergo training.
Avoid excluding members who would make good directors by organising meeting dates and times which don’t conflict with a potential director’s work or family commitments, and at places which are accessible. Encourage experienced directors to remain on the Board, but also support new people to be elected to give the Board a change in outlook and skills.
Depending on the size of the organisation and its rules, there may be three directors on the Board, or many more. At least two directors must be ordinarily resident in Australia and all must be aged 18 or older. The majority of directors must be member directors, but an employee or another non-member who has special skills in management or other technical expertise may also be a director of a co-operative (independent director).
There are people who are not permitted to be directors, including:
· The auditor of the co-operative and any employer, employee or partner of the auditor
· Undischarged bankrupts
· A person who has been convicted of a criminal offence
· A person disqualified from managing corporations under the Corporations Act 2001
· A person disqualified from managing co-operatives under co-operatives law during the first five years after the conviction or release from prison[1]
The Chairperson acts as an important link between the Board and the organisation’s management via the CEO. Subject to the terms of the organisation's constitution, the Chair is appointed by the Board from amongst its members and maintains their position until they are removed from office by the Board, resign from office or are no longer a Board member.
In the absence of the Chair, the Deputy Chair (if there is one appointed by the Board) or the senior or lead independent director, should assume the role of the chair.
The Board must appoint a Secretary who is an adult person who ordinarily resides in Australia. The Secretary’s role is to support and advise the Board of directors concerning their duties and responsibilities as Board members. The Secretary serves as the returning officer for postal ballots if another person is not appointed. The role of the secretary has elements of both compliance and performance.
The Treasurer is typically appointed at the annual meeting and tasked with ensuring the financial position of the organisation remains ‘healthy’ so the organisation can effectively achieve its mission.