M1: Learner Manual

The role of a Director/Board Member is similar in all business structures but different because of different applicable legislation.

The overall role of the Board is to act in accordance with the constitution. Different Board member roles come with specific responsibilities. All Board members should know the basics of roles other than their own. This is important for occasions when they may need to fill in, in the absence of others. This will usually be a temporary situation. If a role is to change permanently, the Board must vote and formally appoint the change in role.

Some, Board members may seek additional duties such as taking on the supervision of new projects. Boards generally operate through the following roles:

 

Chairperson (Chair)/ President

is responsible for:

·       attending meetings

·       assist in appointing a CEO

·       directing the proceedings of meetings

·       ensuring regular Board meetings are organised

·       ensuring that the rules in the constitution and policies and procedures are maintained

·       ensuring that proceedings requiring a quorum are observed

·       delivering a casting vote in the event of an equal vote

·       preparing an agenda in consultation with the CEO or Manager

·       dealing with agenda items in order of importance

·       keeping discussion and decision making relevant

·       suggesting appropriate procedures to deal with any difficulties in getting through agenda items if necessary, such as setting time limits for speaking

·       ensuring all members have the opportunity to speak

·       preserving order throughout the meeting

·       signatory duties including signing the minutes of the previous meeting after they have been confirmed as a true record

·       representing the organisation at all levels of the community and networks

Some organisations may appoint a deputy chairperson, to assist the chairperson with their duties or filling in as acting chair in their absence.

 

The Public Officer is responsible for:

·       attending meetings

·       assist in appointing a CEO

·       being the official contact person for an incorporated organisation

·       the register of the organisation’s members

·       notification of changes to the Constitution and other public-related matters

·       providing an official annual statement.

 

The Secretary is responsible for:

·       attending meetings

·       assist in appointing a CEO

·       ensuring all correspondence and official records of the organisation are up to date, accurate and in order (other than financial)

·       assisting the Chair and CEO to organise Board meetings

·       ensuring the minutes of the meeting are taken, either by themselves or delegated to a minute taker

·       ensuring that information provided to and from the Board is dealt with in an efficient manner

·       ensuring that meeting papers (agenda, correspondence and previous minutes) are distributed in a timely manner

·       working with the Chair to ensure the meeting runs smoothly

·       knowing the rules of the organisation and taking responsibilities for all the legal requirements of incorporation

·       may be a designated signatory.

 

The Treasurer is responsible for:

·       attending meetings  

·       assist in appointing a CEO

·       overseeing the financial affairs of the organisation

·       keeping the Board informed about the finances in a way that Board members can understand

·       reviewing the budget

·       ensuring the financial records are current and in order

·       providing financial and investment advice

·       organising and presenting accounts and the annual balance sheet to members of the organisation at the Annual General Meeting (AGM)

 

Other general Board members are responsible for:

·       attending meetings

·       form part of the quorum for voting

·       participate in decision making and consensus

·       act in other roles if called to do so (e.g. secretary, chair a meeting, special projects)

·       assist other Board members as requested

·       assist in appointing a CEO

·       adhere to the constitution