governing body officers
who are they?
There are usually three "officers" (also called "office bearers" or "office holders") who may be appointed to an organisation's governing body that have additional specific roles to fulfil over and above their general roles. They are a:
- chairperson (sometimes known as chair or convenor)
- treasurer
- secretary.
powers, duties and liabilities
General powers and duties
Officers must act in accordance with the functions allocated to them and the powers vested in them by the organisation's constitution.
All three officers have general duties in addition to their specific ones. For example, they have a duty to:
- act in good faith and in the organisation's best interests
- take reasonable care in exercising their duties.
The specific duties of a chairperson, treasurer and secretary are dealt with separately below.
General liabilities
Apart from the usual potential liability of an officer committing any crime (e.g. theft), officers may also be personally liable to third parties for breaches of trust or fiduciary duty, where they act outside the organisation's rules and objects.
An officer may also be exposed to potential financial penalties if the organisation's affairs are conducted in breach of its governing Act. For example, each officer of an incorporated society can be fined up to $1,000 for failing to deliver any document requested by the Registrar of Incorporated Societies for inspection.
Specific duties of a chairperson
The role of the chairperson (also called the "chair", "chairman" or "convenor") is a critical one. In addition to his/her general governing body duties the chairperson, together with the chief executive, represents the organisation to owners, stakeholders, the financial community and the general public. Essentially, the chair is the key link between the governing body and management.
The main responsibilities of a governing body chairperson are to:
- lead strategic planning
- manage relationships
- ensure risks to the organisation are managed
- monitor the chief executive's performance
- encourage all governing body members to contribute to debate and decision-making
- manage governing body processes.
More specifically, the chairperson is expected to:
- conduct efficient governing body meetings (see "Managing Governing Body Meetings" below)
- set annual meeting timetables
- prepare meeting agendas
- manage the distribution of papers in advance of governing body meetings
- ensure accurate recording of meeting decisions
- liaise with the chief executive outside scheduled governing body meetings
- instruct the auditor in the absence of a finance committee
- establish governing body committees (sub-groups of the full board) for specific tasks and define their terms of reference
- attend committee meetings where appropriate
- make sure the governing body's resources are being well and appropriately used.
The process for appointing a chair varies according to the constitution of the organisation.
Tip
See the resources listed at the end of this section for further information on the duties of a chairperson.
Specific duties of a treasurer
In addition to the general duties of being a member of the governing body, there are several tasks for which the treasurer is responsible. Many of these are the regular practical administrative duties that may be done by staff (e.g. financial administrator). But the treasurer has the final responsibility for ensuring that the necessary processes for reporting are in place and that sufficient funds are available.
The treasurer is responsible for providing financial transparency and accountability to the governing body and ensuring that processes and reporting requirements are met openly and with accountability. He/she also provides an assurance of the ongoing financial viability of the organisation to the governing body.
The treasurer's tasks may include:
- ensuring that the finances of the organisation are managed appropriately
- making recommendations to the governing body about income and expenditure, investments and debts
- keeping records of all incoming and outgoing payments
- reviewing the annual statement of financial performance (profit and loss) and statement of financial position (balance sheet)
- ensuring that the annual audit process is undertaken in a timely fashion according to legal requirements
- providing regular financial statements to the governing body and providing explanations where required
- drawing up the annual budget in consultation with staff and other governing body members
- ensuring that sufficient funds are available at all times to support the organisation's liabilities.
(From ACT Council of Social Services (ACTCOSS) website).
Tip
See also Section 6 — Financial Management for further details on the financial duties of the treasurer.
Specific duties of a secretary
A governing body will sometimes appoint a secretary to carry out certain administrative tasks in addition to his/her general responsibilities of being a member of the governing body.
These tasks can include:
- convening meetings and booking rooms
- dealing with correspondence
- preparing agendas for meetings (in consultation with the chairperson)
- taking the minutes of meetings (although some governing bodies may want to appoint a minute-taker for this task)
- ensuring back-up information is available at meetings where required.
(From ACT Council of Social Services (ACTCOSS) website).
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