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  Alternatives Pty Ltd
  ABN 23 050 334 435

Contents | 1. Introduction | 2. Life cycles | 3. Models | 4. The Board
5. Board review questionnaires | 6. Resources

4. The Board's role

There is no one right answer to questions like:
What is our preferred model of governance?
How do we want out board to work?
How will we know we are doing a good job?

Each board needs to have its own answers.

The following is a checklist of things to consider or a starting point that can be amended and modified to suit your board's circumstances.

Key questions to answer

Every board of directors needs to be clear about its roles, its duties and responsibilities. The board needs to be able to answer:

  • What are the roles and powers of board members?
  • What are our responsibilities?
  • What our our fiduciary duties and responsibilities?
  • How are we appointed?
  • What skills do we need?
  • What induction and training do we need?
  • What is our code of conduct?
  • How will we run our meetings?
  • What committees will we have and what are their roles and responsibilities?
  • How will we report to our members?
  • What are the rights of our members?
  • What are the responsibilities of our members?
  • What is the role of the chairperson?
  • What is the role of treasurer?
  • What is the role of secretary?
  • What is the role of individual members?
  • What is the role of the Chief Executive Officer?
  • What values underpin good governance?
  • How will we know we are doing a good job?

Typical role for a board

The following role could be used as a starting point for modification. Some boards may do more, some less.

Typical roles of a board include:

  • Developing/approving the vision, purpose and values of the organisation
  • Approving/developing a strategic plan
  • Approving/developing a service plan
  • Approving key organisational policies
  • Approving the budget and monitoring expenditure
  • Appointing and holding the Executive Officer accountable for implementing the plan within the context of organisational policy and the approved budget
  • Ensuring legal requirements are met
  • Develop a risk management plan and ensuring it is implemented
  • Ensuring quality of services
  • Ensuring there are adequate funds and resources for the organisations
  • Ensuring the board is functioning well, reviewing the work of the board and planning for the succession and orientation of board members.

Executive roles


The chairperson:

  • Ensure the board provides leadership for the organisation
  • Has an effective working relationship with the Executive Officer
  • Chairs meetings (unless agreed otherwise)
  • Draws up the board agenda with the EO
  • Ensures meetings of the board are held.
  • Ensures that legal responsibilities of the organisation are met.
  • Ensures that meetings are run in accordance with the organisation' s constitution
  • Facilitates board meetings to ensure there is effective participation and decision making at board meetings. This role includes:
    Working through the agenda.
    o Making sure that all at the meeting participate.
    o Clarify the decision (and wording where appropriate) for the Secretary and the board as a whole.
  • Signs the minutes after they have been confirmed as a true record of the previous meeting.
  • Ensures the board commences an annual board review process.


The secretary:

  • Ensures that adequate board papers are prepared and circulated prior to the board meeting - this may involve checking with the EO the papers have been prepared and sent out.
  • Ensures accurate minutes are taken of board meetings and other meetings of the organisation - the minutes should include the decisions and reasons for those decisions.
  • Receives and submits to the board all applications for membership
  • Ensure the corporate seal is only used on the proper authority.
  • Meeting statutory reporting requirements in accordance with relevant legislation. (eg. The Secretary must sign any legal documents that require the signature of the Secretary of the organisation.)


The treasurer is responsible for over sighting the organisation's finances and budget. The staff are responsible for keeping the accounts and preparing financial reports to the board.

The treasurer is responsible for over sighting that

  • Adequate books of account are kept.
  • The budget is produced.
  • An audit is prepared.
  • The board receives adequate financial advice.

Roles of individual members

Principal roles/responsibilities of the board members as individuals are to:

  • Have a commitment to the organisation's values and objectives
  • Use their powers in the best interests of the organisation as a whole
  • Make reasonable inquires to ensure the organisation is operating efficiently, effectively, appropriately and legally in achieving is mission and goals.
  • Read material for meetings in advance and any other relevant preparation
  • Attend board meetings
  • Participate in discussions
  • Participate in decisions
  • Participate in committees as appropriate
  • Meet all their fiduciary duties and responsibilities (see below)

Fiduciary duties and responsibilities

Board members have a responsibility to:

1. Act honestly and in good faith

2. Ensure that the organisation carries out activities within its purpose.

3. Disclose potential conflicts of interest as soon as they arise. This includes financial, political or personal benefit from:

  • other business or professional activities
  • employment or accountability to other people or organisations
  • membership of other organisations
  • ownership of property or other assets.

4. Where there is a conflict of interest remove themselves from particular discussions, decisions or votes, or resign altogether from the management group.

5. Not use their position and information for personal benefit or advantage at the expense of the organisation.

6.. Act in the best interests of the organisation. The interests of the organisation are the members as a whole, not any particular member or group of members. For example, representatives should act for all members, not just those they represent.

7. Exercise powers for their proper use.

8. Ensure that duties they delegate to staff are carried out properly by competent people.

9. Respect the privacy and confidentiality of information obtained in the course of their participation and not share information that refers to staff members or members of the management group to any group or individual outside the organisation.

Governance and management

Management is responsible for implementing the directions determined by the board, within the vision, purpose, values and policy context and budget determined by the board. As with the role of the board, the role of the Executive Officer can vary depending on where the organisation is in its life cycle.

In practice there are often ambiguities between the role of the board and the role of the Executive Officer. While the boundaries between these roles may vary from one organisation to another it is essential that they are clear - preferably in writing.