How a Good Board Functions

The following article gives you some ideas on the proper and smooth operations of a Board. Sections include:

• Structure of Boards
• Skilled Board Members
• Sucession Planning
• Board Member Induction

Back to Boards: Duties of Board Members

Structure of Boards

Under the Associations Incorporation Act 1991 the board or management committee of an incorporated association must have at least three members. The model rules for associations in the ACT provide for three ordinary members and four office-bearers. The office bearers are the President (or Chair), the Deputy President, the Treasurer and the Secretary.

However, this make-up is not necessary if it is not considered appropriate for your organisation. The only mandatory office bearer position for an association is the appointment of public officer. The public officer does not necessarily have to be a governing committee member.

The Rules of Association (or Constitution) must specify the name, composition, powers and functions of the committee or board. The rules should also specify the method of election of committee members, the length of their terms of office, how vacancies on the committee should be filled and the various procedures to be followed at committee meetings such as whom is entitled to make decisions, and how they are made.

Skilled Board Members

A skilled, communicative, functioning board is essential to an organisation's success.

A board should not be a collection of people who are friends of the staff and other board members. It should never be a bunch of "yes" people. It needs to be made up of people who have the right experience and skills, and management and financial background, to set and monitor the strategic direction of the organisation.

Staff can sometimes regard the board as simply a requirement for the organisation to satisfy its legal obligations. This is not a recipe for long-term success. As much as it may seem that because staff run day to day operations they are in the best position to make decisions, the history of failed NGOs shows that this is not always the best way to go.

Rather it is precisely because staff are involved in daily operations that they need a group of interested and dedicated people to ensure that the organisation's legal, policy and strategic requirements safely underpin operations. A good board does not constantly interfere in the staff's work; they monitor progress and offer advice when needed. Without board input, staff will find themselves increasingly making decisions without the information and strategic direction they need. Board members also need to have the courage to ask questions and sometimes challenge management.

Sucession Planning

Often when a community organisation is created, it has a Board of committed, skilled and dedicated people to oversee the development of the organisation. However, some time on, these people slowly leave the organisation, and are not replaced with people with the same passion or skills, and the organisation slowly begins to atrophy and lose direction.

Succession Planning is the term used to describe the recruitment of new Board members and preparing them to take on more senior roles on the Board. This will help ensure that an organisation is continuously re-energised and secure its long-term viability.

Recruiting and developing new Board members is properly the responsibility of the Board, not staff or the CEO. Leaving Board member recruitment to staff leaves an organisation open to "staff capture": where the staff or CEO effectively appoint the Board and are no longer sufficiently accountable for their actions.

Put effort into recruiting the very best people you can find to your board. This may take some effort, but it helps to recruit the assistance of the whole Board. If potential Board members decline, ask if they can suggest someone they think will be suitable.

Make a list of the relevant skills that your Board needs in order to have the proper expertise and be representative of the membership. It is always handy to have a lawyer and an accountant on a Board. If you serve a particular community or population group, ensure your board has representatives of those groups. Think about factors like age, ethnicity, job background, gender and geography.

Ensure that while the person is committed to the organisation's ethos, the board's processes and its code of conduct, you are not recruiting someone who is exactly like the rest of the board. Aim for diversity not only in professional and personal backgrounds but also in personality. A good board needs people willing to question, disagree, and challenge. The board doesn't have to be best friends - but they do need to respect each other's viewpoints.

Board Member Induction

Don't simply ask a new Board Member to 'turn up' at the next Board meeting. Set up a meeting between the Member and the President or Chair to discuss expectations and responsibilities. Organise a tour of the organisation's offices so that the person begins to understand what the organsiation does and how it operates. Organisations can also prepare an Induction Manual for new Board Members, which can include:

• The Constitution
• The Strategic Plan
• Board duty statement and legal responsibilities
• The Annual Budget
• The Policies and Procedures Manual
• The Risk Management Plan
• Any relevant quality standards
• The previous Annual Report
• The Minutes of the previous AGM
• The Minutes of the last few Board meetings
• Any publications or newsletters

Back to Boards: Duties of Board Members

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