1. Voluntary Board Roles & Responsibilities Facilitator: Derek O’Reilly, Training & Support Services

2. Overview Board Roles & Responsibilities Legal responsibilities Charities Act 2009 Good governance

3. Jargon alert! Operations/Management/Governance Committee/Board Constitution/Memorandum and Articles Registered Charity/Company Limited by Guarantee Mission Statement/Objects

4. Organisational roles

5. Governance Direction Assets Accountability Legality

6. Direction Mission Planning Policies

7. Assets People Money Property

8. Accountability Funders Members / service users Wider community

9. Legality Company law Employment Health and Safety Equality Data Protection Charities Act Others?

10. Chair Plan meetings with the Secretary or Staff Keep order at meetings Ensure decisions are made Summarise decision at the end of each agenda item Make sure decisions are implemented Ensure the organisation is represented externally Establish clear reporting lines with the CEO or equivalent

11. Secretary Plan meetings with the Chair or Staff Ensure correspondence is dealt with Ensure appropriate arrangements for meetings Ensure agenda is prepared and circulated Ensure accurate minutes are taken Ensure contact details of members are kept

12. Company Secretary Legally required under company law Keep the company’s registers of members and directors Ensure the AGM is run in accordance with articles Ensure accounts are prepared and audited in conjunction with Treasurer File the annual return with the CRO and keep copies Notify CRO of change of company directors/addresses

13. Company Secretary Ensure cert of company incorporation is displayed Ensure name of company is displayed outside the premises Ensure company name, registered number, directors’ details appear on letterheads Notify CRO of changes to Memo & Articles Ensure legal agreements and contracts are agreed by the board and kept in a safe place http://www.cro.ie/en/downloads-information- leaflets.aspx

14. Treasurer Present budgets, accounts, financial reports Alert Board/committee to any cash flow problems Ensure accounting procedures and controls are in place Liaise with Staff about financial matters Advise on financial implications of new projects Make sure appropriate insurance is taken out

15. All members Ensure organisation sticks to its purpose Give organisation direction by setting aims and objectives Ensure legal requirements are met Ensure organisation is accountable to members and funders Ensure organisation is financially stable and has enough money Ensure the administration of the organisation runs smoothly Ensure any property is protected and managed

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

17. Physical environment Room layout Equipment Lighting Heating

18. Chairing the meetings Know the rules: standing orders Keep order, keep to time Allow for discussion, know when to wind up Avoid hasty decisions Understand confidentiality Summarise, clarify decisions, actions

19. Agendas The importance of a clear agenda Items for approval, discussion, information, decision Beware AOB! Realistic time-frame Circulate in advance Stick to it!

20. 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

21. Charities Act 2009 – The Implications A charity regulator A register of charities A definition of charitable purposes Annual activity/financial reporting by charities Regulation of Fundraising Fines for non-compliance http://www.carmichaelcentre.ie/sites/default/files/Cha rites%20Act%20Summary_update2010.pdf

22. Five Principles of Good Governance: Leadership Control Accountability Effectiveness Integrity http://www.governancecode.ie/

23. Your governing document Check your Constitution or Memorandum and Articles of Association Your governing document helps you to run the committee/meetings effectively It helps you to clear up confusion/clarify issues It may be legally binding

24. Review Next steps for your committee Carmichael Centre support: http://www.carmichaelcentre.ie/training-program Good luck!