Are you thinking about joining, or have you recently joined, a board?
Becoming an effective director of a not-for-profit organisation is a big responsibility and will require you to commit significant time and energy. However, if you are prepared to learn about your responsibilities, develop skills and knowledge, and take an active role, your contribution will make a real difference to the success of your organisation, its mission and the people it supports.
This guide will explain the role of director, and how to be effective in this role.
The role of an effective director
Your role as a director is to act as a custodian of your organisation’s mission and vision. The board and directors develop the plan of what your organisation wants to achieve in the short and long term, how it plans to get there, and the values that underpin everything it does.
As a director you must understand your legal responsibilities and financial responsibilities and work with fellow directors in overseeing the direction your organisation will take and how it is managed. You will contribute to the strategic planning process to ensure your organisation is prepared to respond to risks, emerging threats and opportunities.
When you become a director, you will need to:
- Be legally eligible to sit on a board - click here to see Who can be a board member.
- Undertake a board induction process - click here for How to Induct Board Members
- Fulfil your legal and ethical responsibilities as a director
- Give adequate time to fulfil your duties as a director
- Understand your organisation’s constitution
- Comply with the policies and procedures of your organisation
- Ensure all policies, including workplace health and safety (WHS) and insurance, are up-to-date
- Gain an understanding of the contracts your organisation has with funding bodies, including their terms, when they expire and their reporting requirements
- Attend all board meetings, or if unable to, provide an apology
- Participate on board subcommittees as required
- Work constructively as part of a team
- Ensure that the interests of your organisation are the primary driver of all decisions you make
- Seek opportunities to develop your governance skills and knowledge
- Build your own awareness of key issues affecting your organisation’s industry.
Leave operational matters to management and staff.
Your role as a director is to concentrate on the governance of your organisation. It is not about having hands-on involvement in operational matters. Staff and volunteers are managed by, and report to, the senior staff member of the organisation who reports to the board. This person may be called executive officer, manager, coordinator, chief executive officer (CEO) or similar title.
Clear lines of management and communications are important. It is inappropriate for directors to engage with or direct staff or volunteers, unless that involvement is facilitated or approved by the chair of the board and the senior staff person.
As a director you will be required to participate in all regular and Special Board Meetings - Click here for an Overview of Board Meetings. It is essential that you are prepared for each board meeting and actively contribute to the work of the board.
Effective board meetings encourage all directors to ask questions and participate in planning, oversight and decision making.
To responsibly participate in board meetings you need to:
- Thoroughly read, and understand, your board papers (eg agenda, financial and sub-committee reports) before the meeting and note any queries to be raised at the meeting
- Be prepared to ask questions to ensure that you understand the decisions you will be making or voting on
- Stick to the meeting agenda. If you have queries that are not on the agenda, inform the chair before the meeting or raise it in the ‘other business’ section
- Understand the financial information (treasurer’s report or financial statements) and ask questions if you are unsure or have concerns
- Conduct yourself in a professional and respectful manner. Listen to others and consider all views
- Understand that a board decision is final. Regardless of your individual view, the decision of the majority, once made, is to be supported by all directors
- Treat everything discussed at the board as confidential. The only information that you can share will be clearly authorised by the chair and board.
The personal characteristics of an effective board member
To be an effective director you will:
- Demonstrate respect for colleagues and commitment to your organisation by attending all meetings and being fully prepared
- Act with tact, diplomacy, integrity and sensitivity
- Educate yourself about your legal and ethical obligations as a director
- Communicate, seek clarification and ask probing questions in a polite and respectful manner
- Encourage, support and mentor your fellow directors and management
- Be prepared to learn new skills and share your knowledge and experience
- Keep all information relating to the board confidential
- Accept and support the decisions of the majority of directors and the board.
The Australian Charities and Not-for-profits Commission (ACNC) has a number of useful resources to help board members in their role:
And the Institute of Community Directors Australia provide a good description of Board member responsibilities.