Introduction

The first responsibility of a Director or Board Member or Committee member of an association is to the members he or she has been elected by.

There are also legal responsibilities, some of which are listed in this document and it must be remembered that fundamental attention should always be given to the financial health of the Association.

The Board members are responsible for setting the policy and planing the direction of the association and should ensure processes are in place that will deliver a satisfactory result for the members.

Board members also have a responsibility to operate in a friendly, efficient manner with other Board members, the Chair, staff and members.

Key duties of Directors:

A Board’s Function is:

To act in a responsible way with respect to the fiduciary position of the Company/Association and its ability to meet debts and obligations as they fall due.
To implement a strategic plan for the Company/Association and report progress of that implementation against planned targets.
To adopt an annual budget for the Company/Association and monitor the results at regular intervals.
To clarify activities for members and staff and agree on performance measures for these activities.
To ensure that documented policies and procedures of the Company/Association are adopted that ensure legal and financial compliance of the Company/Association.
To ensure that the Company/Association’s financial accounts are in accordance with Australian Accounting Standards.
To ensure appropriate auditing of the Company/Association’s financial affairs are in place.
To ensure the documented procedures for the formal processes of election of office bearers and conduct of AGM’s are followed.
To employ/engage personnel to carry out these duties, assist them by providing direction and the tools to do the job.
To review its own effectiveness as a Board and if necessary take appropriate steps to influence documented policy to reflect the changing needs of the Company/Association and its members.
To ensure that Members are kept fully and honestly informed in a timely and appropriate manner of the matters affecting the Company/Association except those which are deemed confidential by the National Council in the best interests of the Company.
To at all times act in the interests of the entire Membership and not sectional interests.

The Chair’s Role is:

To demonstrate the leadership required ensuring the effectiveness of the Board.
To ensure the full, effective and proper participation of all Board Members.
To ensure the Agenda reflects all relevant issues ongoing and arising and these be effectively documented and disseminated to the Board in a timely manner.
To provide guidance to Board on fulfilling their responsibilities under both the rules of the Constitution and also the documented policies and procedures of the Company/Association.
To plan and conduct effective operation of the Board including meetings and to organize to distribute a proper record of proceedings and resolutions.

Directors and Office Bearers Role is:

To assist Board to provide effective leadership and direction to the Company/Association.
To reflect upon existing policy and procedure and propose amended or new policy and procedure as deemed necessary for consideration by the Board.
To communicate and implement through the Secretariat the strategic direction and performance targets adopted by Board.
To implement the documented policies and procedures of the Company/Association.
To observe the highest level of business and professional ethics.
To at all times act in good faith and in the best interests of the Company/Association.
To at all times use due care and diligence in fulfilling the functions of the office and in exercising the powers attached to that office.
To be independent in both their judgment and actions.
To avoid conflicts of interest.

A Draft Code of Conduct,

Directors and Office Bearers must act in good faith, in an honest manner and in the best interests of the Company/Association.
Directors and Office Bearers must use due care and diligence in carrying out the functions of the office and in applying powers associated with that office.
Directors and Office Bearers must not take improper advantage of their office.
Should Directors and Office Bearers in the course of their duties on the Board, receive information of a confidential nature relevant to the Company/Association, then it is seen to be improper to disclose this information or allow it to be disclosed unless disclosure has been authorised by the Company/Association.
Directors and Office Bearers must not allow personal interests, or the interests of individual members, to conflict with the interests of the Company/Association.
Directors and Office Bearers have an obligation to behave in an independent manner and to take reasonable steps to satisfy themselves as to the soundness of the decisions made and action taken by the Board.
Directors and Office Bearers must not engage in conduct that may discredit the Company/Association in any way.
Directors and Office Bearers have an obligation to comply with the spirit of as well as the principles of Corporation Law and the constitution of the Company/Association.
Directors and Office Bearers must make every effort to attend all Board meetings and only where not possible appoint an alternate director to act in their place. Should directors regularly find themselves unable to attend meetings they should consider resigning from their position.

Conflict of Interest,

Directors and Office Bearers elected or appointed to a Board must recognize the sensitivities of their position and that their fiduciary responsibility is to, avoid being placed in a position where his or her duty to the Company/Association conflicts with or may conflict with personal interests and where they have obligations to other people or bodies that preclude an independent position, disclose their position and refrain from participation in the Boards consideration of that issue.
The Board should ensure that sufficient systems are in place to enable Directors and Office Bearers to meet disclosure requirements.
Upon disclosure of a conflict or potential conflict of interest of one of the Directors or Office Bearers, the Board must consider the appropriate course of action to take; from refraining that Director or Office Bearer from participating in their consideration and voting on that issue, whether to arrange that relevant papers are not sent or in extreme cases to consider whether that Director or Office Bearer should consider resigning from the Board.

Dissent & Resignations,

From time to time it may be realistic to expect that disagreement occurs between a Director/ Office Bearers and the Board. In this event, it is incumbent upon all parties to attempt to resolve the issue and avoid dissention.
Occasionally, however, a Director or Office Bearer may feel so strongly principled about a decision taken by the Board that they are unable to reconcile their feelings with the direction taken. Should this situation arise the following should be considered:
Resignations from the Board other than for health reasons can be damaging to all parties including those the Board serves.
It is the responsibility of the Director or Office Bearer to communicate their concerns fully to the Board including the repercussions of which they feel so strongly. This may include tabling a statement of their concerns regarding the issue and requesting that it be minuted or writing a similar letter to the Chair or all Board Members, asking that it be distributed with the papers and minutes..
Suggest the Board seek additional legal advice regarding the issue.
Ask that the decision be deferred until the next meeting to allow for additional time for consideration of the issue.
If necessary tender a resignation. This being the case, careful consideration must be given to the information disclosed to the members relative to issues of confidentiality, Directors and Office Bearers duty to act in the interests of the Company/Association. Legal opinion regarding any disclosure by the Director or Office Bearer or the Board may need to be sought.

Directors and Office Bearers Benefits

Should any Director receive a material benefit from their office on the Board, then it should be disclosed to members as part of the annual reporting papers. In addition it should be considered by the Board whether this item requires abstention by that Director or Office Bearer from participating and voting on issues relating to this benefit or whether the issue requires member approval.

Understand the key functions of the board

The affairs of the Association are to be managed by a Board/Council/Committee of Management as constituted.
The Board/Council/Committee shall:

Control and manage the business and affairs of the Association; and
May, subject to these Rules, the Act and the Regulations, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association; and
Subject to these Rules, the Act and the Regulations, has power to perform all such acts and things as appear to the committee to be essential for the proper management of the business and affairs of the Association.

Various roles within the board

President
Deputy President
Treasurer
Secretary
Director/Board Member

All these roles subject to the constitution shall be elected for a finite period.

Regulatory framework and the role of various regulators

The Australian Securities & Investments Commission enforces and regulates company and financial services laws to protect consumers, investors and creditors.

The Australian Securities and Investments Commission Act 2001 requires us to:
Uphold the law uniformly, effectively and quickly
Promote confident and informed participation by investors and consumers in the financial system
Make information about companies and other bodies available to the public
Improve the performance of the financial system and the entities within it.
We report to the Commonwealth Parliament, the Treasurer and the Parliamentary Secretary to the Treasurer.

The Business or Corporate Affairs Office

The Business or Corporate Affairs Office under state jurisdiction undertakes the majority of business and licensing functions administered by Consumer Affairs and Fair Trading.
The Office registers business names, incorporated associations and cooperative societies, and licences charity collectors and security and investigation agents.
Business Affairs provides information and services associated with the administration of Incorporation legislation
Incorporation is a system of registration that gives an association certain legal advantages in return for accepting certain legal responsibilities.
Incorporated Associations:
Have their own ‘corporate identity’;
Can sue and be sued;
Can enter into contracts;
Mostly appoint committees to run affairs; and
Provide documents for a public register.

Responsibilities of a Director/Board Member

One of the principal reasons for incorporation is to gain the benefits of limited liability.
Some State Acts provide as follows:

'A member of an incorporated association is not liable, except as provided in the rules of the association, to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of a winding up of the association.'
However, circumstances are possible where members of an incorporated association can be exposed to unlimited liability. If members of an association are in any doubt as to the extent to which this section will be effective in limiting their liability they should consult their legal advisers. The assumption that incorporation removes the need to effect public liability insurance may be unwise and any decision not to insure should be discussed with the association's legal adviser.

The Process of a Board (Meeting Procedure)

A template for association standing orders for a meeting is attached; a version of this document can be used to understand general meeting procedures. The major point to be remembers by all Chairs is the will of the meeting is (Subject to the constitution) supreme:

These Standing Orders can act as a guide for the conduct of meetings and should sit along side the Constitution or rules of a Company/Association unless or until otherwise provided by the Constitution of the Company/Association.

If, within half an hour of the time appointed for a meeting a quorum is not present, the meeting shall stand adjourned either to the date of the next ordinary meeting, or to a date, time and place to be decided by the chair.

In all cases due notice of the meeting shall be given in the normal manner.

The President or Chairman or, in his or her absence, the Vice-President or Vice-Chairman of the body concerned shall be entitled to take the Chair at every meeting thereof. If none of these officers are present fifteen minutes after the time appointed for the meeting, the Members present shall choose one of their number to take the Chair.

Meetings shall commence promptly at the time set out on the notice paper and shall continue at the discretion of the meeting until all business shown in the agenda has been dealt with. Unless prior notice of business is required by the Constitution or by rules made under it, the agenda for any meeting shall include or shall be deemed to include the item "any other business".

In the case of special meetings, the meeting shall, unless otherwise determined by a two-thirds majority of those Members present in person, be confined to the consideration of the subject matter for which the special meeting was called.

No business other than that appearing on the agenda of a meeting shall be dealt with except by leave of that meeting.

Unless otherwise resolved, each Member shall have the right to speak :-

a) once on any motion before the Chair;

b) once on any amendment; and

if the proposer of the motion, in reply to wind up the debate.

Any Member seconding a motion without speaking to it may subsequently speak to the motion.

A Member desiring to speak shall rise in his place and address the Chair. If two or more Members desire to address the Chair at the same time, the Chairman shall call upon the Member who, in his opinion, was the first to rise.

A Member upon receiving permission from the Chair to speak shall announce him or herself by name before commencing.

Any Member may, at any time, make a personal explanation although there may be no question before the Chair or, if he or she has already spoken to a motion before the Chair, to explain her or himself in regard to some material part of the speech which has been misquoted or misunderstood but, in such case, she or he shall not introduce any new matter nor interrupt any Member addressing the Chair.

When the Chairman rises to speak, any Member on his feet shall resume his seat.

All motions :-

a) shall be duly proposed and seconded;

b) once accepted by the Chair shall be withdrawn only by leave of the meeting; and

may be adjourned from time to time.

The Chair after calling the motion shall call on the mover and seconder to speak to the motion. The Chair will then ask if there is any objection to the motion and, if no Member objects, the motion shall be declared carried.

The proposer of a motion shall be allowed five minutes to introduce the motion and three minutes to reply to the debate. Other speakers shall be limited to three minutes. The meeting may, by resolution, extend the time during which any speaker may be allowed to continue.

If required by the Chair, the proposer of a motion shall submit the motion in writing.

A motion lapsing for want of a seconder shall not be recorded.

Any Member may move to amend a motion before the Chair. Such amendment shall be seconded and if not seconded shall lapse. Any amendment lapsing for want of a seconder shall not be recorded.

If required by the Chair, a proposed amendment shall be submitted in writing.

Not more than one amendment upon any motion shall be considered unless notice of such further amendment is given before the amendment then under discussion has been disposed of.

When an amendment is before the Chair, no further amendments shall be decided until such first amendment has been disposed of.

Debate on all amendments shall take place during the discussion on the original motion and before the mover of a motion replies.

When a motion or amendment has been moved and seconded no further speech in support of such motion or amendment shall be heard until after someone shall have spoken in opposition.

The Chair may at his or her discretion vacate the Chair to participate in the debate on any particular subject. He or she may not, however, be called upon to vacate the Chair when in the opinion of the meeting he or she is giving a ruling in accordance with responsibilities of the office.

Any Member during a debate may raise a point of order and the speaker called to order shall sit down. The Member rising to order shall state concisely within two minutes the point of order. When the Chair at his discretion shall give his or her ruling, without further discussion and subject to that ruling, the person speaking when the point of order was raised shall be allowed to proceed.

In the event of a motion being moved dissenting from the ruling of the Chair, such motion shall be put without discussion.

A Member may at any stage of debate, unless some another Member has the floor, move the adjournment of debate. The Chair shall, if the motion is seconded, put the motion without discussion.

Not more than forty five minutes shall be allowed for discussion of any subject and when such time has expired, unless extended by the consent of the meeting, the motion shall be put.

Any Member other than the mover or seconder of a motion under discussion may at any time move that the question be now put, provided that he has not already spoken on the matter. Thereupon the motion shall be put to the meeting without debate other than the mover of the motion being given the right of reply.

The Chair may, at any time, close the debate but, before doing so, shall give the proposer the right to reply to the debate.

In submitting the motion before the Chair to the meeting, the Chair shall state the motion in clear and audible tones. The motion shall be decided on the voices. The Chair shall declare the motion carried or lost and, in the absence of a demand for a show of hands, the Chair's declaration shall be final and conclusive and shall be recorded in the minutes.

Any two Members may require a show of hands and the Chair shall then call for a show of hands for and against the motion. The Chair shall then declare the result of the further vote and such declaration shall be final and conclusive and recorded in the minutes, unless a division is considered desirable by the Chair, or is demanded by ten Members present.

If a division is validly called for, the meeting shall appoint tellers for the ayes and for the noes, and a Returning Officer, and the meeting shall then divide. On the report of the Returning Officer, the Chair shall declare the result which shall be final and conclusive and recorded in the minutes.

On an equality of votes the Chair shall have a second or casting vote, except where otherwise provided.

No resolution dealt with at a meeting shall be again debated at the same meeting. If it is desired that any motion carried by a meeting be rescinded, notice of motion for such rescission shall be given not less than a designated number of days before the meeting at which it is proposed to introduce such motion and notice of it shall be put in the agenda for the meeting.

Any Member may at any time move the adjournment of the meeting. Such motion shall thereupon supersede the business before the Chair and shall immediately be put to the meeting. If it be carried, the meeting shall stand adjourned to a time and place to be decided at the meeting. If the motion be lost, the meeting shall continue with the business before the Chair at the time when the motion for adjournment was proposed.

No motion to suspend Standing Orders or any of them shall be moved unless on a matter of urgent necessity. The Member proposing to move any such motion shall first state it and move that it is a matter of urgent necessity that such motion should be forthwith considered. He or she shall be allowed three minutes to explain the urgency. The question of urgency shall then be forthwith put by the Chair and, unless carried, no motion for suspension shall be moved. Members must submit urgency motions in writing not more than thirty minutes after the commencement.