Governing body officers
Who are they?
There are usually three officers (also called office holders or office bearers) within an organisation's governing body who will have additional, specific roles over and above their general roles. They are a:
- chairperson (sometimes known as chair or convenor) in charge of leading the board or committee and representing the organisation
- treasurer in charge of keeping the organisation's finances healthy
- secretary in charge of administration.
The specific duties of a chairperson, treasurer and secretary are dealt with later.
Powers, duties and liabilities
General powers and duties
An organisation's constitution should set out the functions, duties and powers of each of the officers. In addition to their specific duties, all three officers have a general duty to:
- act in good faith and in the organisation's best interests
- take reasonable care in exercising their duties.
Apart from the usual potential liability of an officer committing any crime, e.g. theft, officers may also be personally liable if they act outside the organisation's rules and objects, such as breaches of trust or failure to perform their fiduciary duty (acting in the best interests of the assets they are in charge of).
An officer can 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 crucial one. In addition to his/her general governing body duties, the chairperson, together with the chief executive, represents the organisation to its various 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
- ensure that all governing body members can contribute to debate and decision-making
- manage governing body processes.
More specifically, the chairperson is expected to:
- conduct efficient governing body meetings (see the following information on Managing Governing Body Meetings)
- 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
- establish governing body committees (sub-groups of the full board) for specific tasks and define their terms of reference
- instruct the auditor in the absence of a finance committee
- 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.
Specific duties of a treasurer
The treasurer oversees the financial administration of an organisation and reports to the governing body. He/she is responsible for the group's finances, making sure they are clearly accounted for and that all reporting requirements are met. This means ensuring the organisation is currently in a healthy financial state, and also assuring its ongoing viability.
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.
In small community organisations, the treasurer may be responsible for doing the banking, paying bills and tracking income and expenditure throughout the year. In larger community organisations many of these basic administrative duties will be done by staff, such as a financial administrator, but the treasurer will always have the final responsibility for ensuring that sufficient funds are available and the necessary processes for reporting are in place.
Tip: For further details of the financial duties of the treasurer, see Financial Management.
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.
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.