Voluntary Board Roles & Responsibilities

Facilitator: Derek O’Reilly, Training & Support Services

OverviewBoard Roles & ResponsibilitiesLegal responsibilitiesCharities Act 2009Good governance

Jargon alert!Operations/Management/GovernanceCommittee/BoardConstitution/Memorandum and ArticlesRegistered Charity/Company Limited by

GuaranteeMission Statement/Objects

Organisational roles

GovernanceDirectionAssetsAccountabilityLegality

Direction

Mission

Planning

Policies

AssetsPeopleMoneyProperty

AccountabilityFunders

Members / service users

Wider community

LegalityCompany lawEmploymentHealth and

SafetyEqualityData

ProtectionCharities ActOthers?

ChairPlan meetings with the Secretary or StaffKeep order at meetingsEnsure decisions are madeSummarise decision at the end of each

agenda itemMake sure decisions are implementedEnsure the organisation is represented

externallyEstablish clear reporting lines with the

CEO or equivalent

SecretaryPlan meetings with the Chair or StaffEnsure correspondence is dealt withEnsure appropriate arrangements for

meetingsEnsure agenda is prepared and circulatedEnsure accurate minutes are takenEnsure contact details of members are

kept

Company SecretaryLegally required under company lawKeep the company’s registers of members and

directorsEnsure the AGM is run in accordance with

articlesEnsure accounts are prepared and audited in

conjunction with TreasurerFile the annual return with the CRO and keep

copiesNotify CRO of change of company

directors/addresses

Company SecretaryEnsure cert of company incorporation is

displayedEnsure name of company is displayed outside the

premisesEnsure company name, registered number,

directors’ details appear on letterheadsNotify CRO of changes to Memo & ArticlesEnsure legal agreements and contracts are

agreed by the board and kept in a safe placehttp://www.cro.ie/en/downloads-information-

leaflets.aspx

TreasurerPresent budgets, accounts, financial reportsAlert Board/committee to any cash flow

problemsEnsure accounting procedures and controls

are in placeLiaise with Staff about financial mattersAdvise on financial implications of new

projectsMake sure appropriate insurance is taken out

All membersEnsure organisation sticks to its purposeGive organisation direction by setting aims

and objectivesEnsure legal requirements are metEnsure organisation is accountable to

members and fundersEnsure organisation is financially stable and

has enough moneyEnsure the administration of the organisation

runs smoothlyEnsure any property is protected and managed

Committee meetings

What is the purpose of committee meetings?What makes an effective committee meeting?

Physical environmentRoom layoutEquipmentLightingHeating

Chairing the meetingsKnow the rules: standing ordersKeep order, keep to timeAllow for discussion, know when to wind upAvoid hasty decisionsUnderstand confidentialitySummarise, clarify decisions, actions

AgendasThe importance of a clear agendaItems for approval, discussion, information,

decisionBeware AOB!Realistic time-frameCirculate in advanceStick to it!

Role of the Minute-taker• Understand the agenda• Record date (including year), time and location• Record apologies, absentees• Record attendees and in what capacity they attend• Be prepared to listen and ask for clarification• Take accurate notes during the meeting• Ensure DECISIONS and ACTIONS are recorded• Note if/when a meeting becomes inquorate• Note declarations of conflicts of interest and what

action taken• Note proposals put to vote and results• Write up minutes asap after the meeting• Get the Chair to approve minutes before

circulation

Charities Act 2009 – The Implications

A charity regulatorA register of charities A definition of charitable purposesAnnual activity/financial reporting by charitiesRegulation of FundraisingFines for non-compliancehttp://www.carmichaelcentre.ie/sites/default/

files/Charites%20Act%20Summary_update2010.pdf

Five Principles of Good Governance:Leadership Control AccountabilityEffectiveness Integrity

http://www.governancecode.ie/

Your governing documentCheck your Constitution or Memorandum

and Articles of AssociationYour governing document helps you to run

the committee/meetings effectivelyIt helps you to clear up confusion/clarify

issuesIt may be legally binding

ReviewNext steps for your committeeCarmichael Centre support:http://www.carmichaelcentre.ie/training-

program

Good luck!