Management Committee Handbook

Casadh CLG
Approval date: 01/10/18
Revision date: 01/10/20
1.Responsibility for approval of policy Management Committee
2.Responsibility for implementation Chairperson
3. Responsibility for ensuring review Chairperson

CONTENTS

Introduction

  1. Overview
    1. History of the Service
    1. Mission Statement
    1. Aims and Objectives

Management Committee: Terms of Reference

  1. Legal Structure
    1. Legal Structure and Liability
    1. Charity Status
    1. Legal Requirements for a Company
      1. Accounting procedures
      1. Annual returns to the Companies Registration Office
    1. Memorandum and Articles of Association
      1. Review of the Memorandum and Articles of Association
      1. Amendments to the Memorandum and Articles of Association
  • Management Committee Roles and Responsibilities
    • Relationship between Board of Directors and Management Committee
    • Relationship between Members of the Organisation and the Board / Executive Council etc
    • Members Code of Conduct
    • Management Committee General Responsibilities
      • Vision and leadership
      • Accountability
      • Legal matters
      • Financial responsibilities
      • Managing staff and volunteers
    • Specific Roles and Responsibilities
      • Chairperson
      • Secretary
      • Treasurer
      • Staff Liaison Person
      • Auditor
  • Meeting Frequency and Structure
    • Frequency
    • Notification of Meetings
    • Agenda
    • Minutes
  • Quorum and Meeting Attendance
    • Quorum
    • Expectation of Attendance at Meetings and Confirmation of Attendance
  • Decision Making Process and Strategic Planning
    • Approach
    • Voting and Proxy Votes
    • Sub-Committees
  • Strategic and Annual Planning
    • Strategic Planning
    • Annual Planning
    • Consultation with Service Users and Staff
  • Annual General Meetings and Extraordinary General Meetings
    • Purpose of the AGM
    • Organising and Running the AGM
    • Extraordinary General Meetings
  • Termination of Membership
    • Termination of Membership
    • Resignation Procedure
  • Audit of Board, Rotation and Recruitment of Members
    • Rotation of Membership
    • Audit Procedure
    • Recruitment Procedure
  1. Induction of New Members
    1. Induction Procedure
    1. Training Policy
  1. Payments  / Wages and Governance
  1. Review and Amendment of Terms of Reference

Appendix

  1. Glossary
  2. Job Description – Chair
  3. Job Description – Secretary
  4. Job Description – Treasurer
  5. Job Description – Committee Member
  6. Terms of Reference – Finance Sub-Committee


Introduction

  1. Overview

This handbook provides members of the management committee with the necessary information to understand their role and responsibilities in regards to the overall governance and management of the organisation.   

  1. History of the service

Casadh was developed as a response by the greater Dublin 8 community who have been affected by drug addiction. The concept was to develop a centre that would be managed and co-ordinated by interested community groups and to respond in a comprehensive way to the needs of those affected by addiction in the area. The company was incorporated in 2002.

It was felt at the time, that there was lack of community-initiated services providing educational and training opportunities to long-term recovering drug users who were stabilised on methadone.

The word “Casadh” is an Irish word, which literally means, “To Turn” or Twist”. The term “Casadh” was therefore developed in the context of helping “turn the tide of addiction”

Participants who attend Casadh are from the South Inner City Area and range in age from 22 years to 44 years in age. The profile of the participants reflects early school leaving, literacy problems, a history of family conflict and relational issues, long-term unemployment, criminal behaviour and convictions and a history of drug abuse. Participants would often tend to have low-self esteem and can be on prescribed medication for depression and anxiety problems. They have experienced discrimination both within and outside of their own communities. For the majority of participants attending Casadh, this has been their first experience of adult educational opportunities, support and rehabilitation. Casadh provides participants with the opportunity to stabilise their drug-use, move towards a community based Methadone Detox and finally entry to a drug free (abstinence based) programme.

There is real evidence for qualitative progression, growth and development with the Participant’s lives who attend the programme at Casadh. Feedback from service users reports a huge change in the quality of their lives. They thoroughly enjoy the programme and the variety of training and educational programmes on offer. They believe that they are more stable in their recovery and are more hopeful for their future and with reference to accessing further educational and employment opportunities. There is evidence within the client group that reflects a rise in self-esteem, less depressive thoughts and anxiety and a more positive self-efficacy with regards to working towards realistic goals

  1. Vision & Mission statement

Vision Statement.

 “To encourage, empower and support those in our care, to successfully live a drug free life.”

Mission Statement

Casadh seeks to provide a safe and supportive environment, which encourages people with substance misuse problems, move towards and maintain, a drug free lifestyle through the provision of training, support services and after care.

  1. Aims and objectives

1. To identify potential in individuals who are in recovery, and to enhance that potential to obtain a tangible outcome or benefit.

2. To provide a comprehensive training and support programme to assist those seeking assistance.

3. To provide a suitable and sustainable support and care plan for those under our care.

4. To provide training to the community with a particular emphasis on issues relating to addiction health and safety and preventative measures.

5. To outreach to other educational facilities through the provision of a venue for training, with the goal of working in partnership with those working in recovery from addiction.

Management Committee: Terms of Reference

  1. Legal Structure
  1. Legal Structure and Liability

Casadh is  a company limited by guarantee not having share capital: As this is a public company, there must be a minimum of seven members.  As the guarantee company does not have a share capital, the members are not required to buy any shares in the company.

An advantage of the company structure is that:

  • It has a separate legal identity, meaning that it can;
  • exist forever.
  • sue and be sued, as all assets of the company are registered in the name of the company and not individuals. 
  • employee people and issue contracts.  

The incorporated status of the company means that members do not have liability for the company debts. The only situation in which this does not apply is in the situation of fraud or gross negligence, in which case individual members may be held responsible for debts.  Good reporting structures and record keeping are in place to protect all members and ensure that practices are in keeping with the law.

  1. Charitable Status

The company is also registered as a charity.  The charity number is . CH 15756   

Registration as a charity means the company is governed by charity specific legislation and is liable for beneficial taxation breaks and is able to undertake specific types of fundraising.

Organisations that are registered as charities must comply with specific laws, including being registered on the charity register.  It is the company’s responsibility to ensure that their details are correctly entered on this register (note that registration is automatic on introduction of the new law for any existing charities).

If the company is a registered charity all letters and formal documents must state this fact and the charity number.

In relation to accounting, the company’s registration office will automatically forward all financial documents to the charities regulator. 

On the full introduction of the Charities Bill 2007 the regulator will need to be informed of the names of all trustees.  Trustees are defined as the individuals responsible for decision making within the organisation and will generally be the full management committee regardless of membership of the Board.

The trustees for Casadh CLG­­­­­­­­­­­­­­­­­­­

  1. Legal Requirements for a Company
  1. Accounting procedures

All guaranteed companies are required to file an annual return with the Registrar of Companies. Each Annual Return must have annexed to it relevant accounts. These relevant accounts are:

                                                • Balance sheet,

                                                • Income and expenditure accounts,

                                                • Directors’ report,

                                                • Auditor’s report.

These documents must be certified as true copies of those laid before the annual general meeting of the members of the company. 

The role of ensuring this is done is that of the company secretary, and the responsibility for ensuring this is done is that all of members of the board.

  1. Annual returns to the Companies Registration Office

Annual returns received more than 28 days after the company’s annual return date will be liable to a late filing penalty and an additional day penalty amount accruing thereafter.  The annual return date of (organisation name) is the 00/00.

This penalty is in addition to the standard filing fee.  Failure to file an annual return and accounts could result in the prosecution of the company and its directors and/or the striking off of the company from the Register of Companies.

The Companies Acts contains a number of legally binding obligations which directors must ensure both they and the company comply with. These include:

  1. Maintaining proper accounts and submitting audited accounts with the annual return,
    1. Maintaining a register of members and directors,
    1. Holding an annual general meeting,
    1. Making annual returns to the Companies Registration Office,
    1. Notifying the Companies Office of any special resolutions and of any changes to the memorandum and articles of association,
    1. Notifying the Companies Office of any changes in the directors, secretary, auditors or the registered office,
    1. Keeping minutes of all meetings.
  1. Memorandum and Articles of Association

These are rules by which a company is governed and managed.  Companies are required by law to have a Memorandum of Association and Articles of Association. These documents form the legal basis for the company. Essentially, the main purpose of the memorandum of association is to set out the name and objectives of the company (i.e. the reason for which the company has been established).

The Articles of Association are essentially the rules setting out how the company will be governed. These documents are very important as they set out the company’s rules and procedures and outline what rights members will have in terms of having a say in how the company is run. In the event of a dispute involving the company, the courts will look to the Memorandum and Articles of Association as being the internal legal documents which govern the company’s activities. 

All companies must lodge their Memorandum and Articles of Association with the Companies Registration Office, where they are publicly available. A sample memorandum and articles for a charity is available from the Revenue Commissioners.

The memorandum and articles are the offices of Casadh held in 45 Crumlin Road Dublin 12.  Members of the committee can have access to these at any time.  All members should have a chance to review these as part of the induction process.

  1. Review of the Memorandum and Articles of Association

These will be reviewed and amended to reflect the agreements and procedures of the group in the following circumstances:

  1. There is a new policy or procedure in relation to any aspect of governance,
    1. There is a change in the mission or objectives of the organisation,
    1. There is a change to any significant aspect of the organisation activities or structure.

If the review results in a recommendation that the constitution should be amended, this will occur as described in section 1.4.2.

  1. Amendments to the Memorandum and Articles of Association

It is the responsibility of the committee to ensure the Memorandum and Articles of Association accurately reflect the governance structure and decision making processes.  These will be formally reviewed by the management committee every  3 years.   Any changes to these should be completed on a GI form and sent to the Companies Registration Office (forms are downloadable from www.cro.ie).  A solicitor will be employed to oversee any changes to the Memorandum and Articles.

  • Management Committee Roles and Responsibilities
  • Relationship Between Board of Directors and Management Committee

                 All members of the management committee must also be members of the board of directors. 

The minimum number of members of the management committee is seven members

  • This must include a minimum of  seven board members,
    • The management committee must meet at least every second month and comply with the terms of reference set out in this document.

If these stipulations are not met, full decision making will return to the board of directors.

  • Relationship between Members of the Organisation and the Board / Executive Council etc.

(NOTE: only a few organisations have this structure.  If this structure exists details should be included in regard to):

  • membership obligations,
    • selection of members (how is membership terminated if obligations are not met),
    • resignation process,
    • decision making ability / responsibilities,
    • subgroup / working group protocols.

If it is agreed that changes need to be made these will be reviewed by a solicitor. The secretary will be responsible for ensuring that the Companies Registration Office is informed of any changes to these documents.

  • Members Code of Conduct

Members are bound by an overriding duty, individually and as a committee, to act reasonably at all times in the interests of the organisation and of its present and future beneficiaries. 

All members are equally responsible in law for the committee’s actions and decisions, and have equal status as members of the committee. At all times the committee acts collectively, even if when an individual does not agree with the majority decision.  The chairperson has the right to call a vote, although this would be only be exercised on usual consensus decision making processes have not been successful.

The committee gives the senior officer authority to operate the business of the company and the senior officer is accountable for and reports to the committee on business performance.  By reading this document and agreeing to participate at management committee level, all members agree to:

  • understand their role and responsibilities as described in the      management committee handbook,
    • know and support the mission of the organisation,
    • uphold the values, aims and objectives of the organisation,
    • give adequate time and energy to the duties of being a director,
    • prepare for meetings in advance,
    • maintain confidentiality,
    • offer informed and impartial guidance,
    • fulfil fiduciary and statutory duties,
    • participate in committees and special events where possible,
    • support the senior officer, while monitoring their conduct,
    • present their views on all topics and listen to those of other members,
    • act with integrity, and avoid or declare personal conflicts of interest.
  • Management Committee Responsibilities
    • Vision and leadership

The committee will review and ensure the relevance of the vision, values, ethical principles and strategic direction of the organisation. The committee will ensure that organisational activity supports its ethos, vision, purpose and aims.

  • Accountability

The committee will account for everything the organisation does, including its spending and activities. The committee is accountable to all key stakeholders such as funders and donors and the target group. The committee monitors and evaluates all areas of the organisation’s performance.

  • Legal matters

The committee will ensure compliance with all relevant legal and regulatory requirements[1] and will seek guidance around any uncertainties.  All activities and processes of the committee and the organisation will be in line with its governing document: the constitution or memorandum and articles of association.

  •  Financial responsibilities

The committee will ensure that all money, property and resources are properly used, managed and accounted for.  In order to be accountable, suitable systems must be in place and kept up to date.

  • Managing staff and volunteers

The committee has full responsibility as employer.  This involves ensuring that appropriate policies and procedures are in place for staff (including volunteers, students and locums) and that staff are properly managed and supported.  The committee, represented by the chairperson, will line manage and ensure suitable supervision for the manager.

  •  Specific Roles and Responsibilities
  • Chairperson

The chairperson must be one of the directors of the company.  An overview of the role is outlined below:

  • To ensure the management committee functions properly

The chairperson is responsible for making sure that each meeting is planned effectively, conducted according to the memorandum and articles of association, and that matters are dealt with in an orderly, efficient manner. The chairperson should run the board and set its agenda. The agenda should take full account of the issues and the concerns of all board members.   The chairperson must make the most of all his/her committee members and ‘lead the team’, promoting effective relationships and open communication, both inside and outside the boardroom. This also involves regularly reviewing the committee’s performance and identifying and managing the process for renewal of the committee through recruitment of new members.

  • To ensure the organisation is managed effectively

The chairperson must co-ordinate the committee to ensure that appropriate policies and procedures are in place for the effective management of the organisation.  The chair has the role of ensuring effective implementation of board decisions.

  • To  supervise and provide support to the senior officer

The chairperson is responsible for ensuring supervision (this may be contracted to an external body) and direct line management to the senior officer (the most senior staff member).

  • To represent the organisation as its figurehead as required

In co-operation with the senior officer, the chairperson may from time to time be called upon to represent the organisation and sometimes be its spokesperson at, for example, functions or meetings.

A full job description is in Appendix ii.

  • Secretary

The company secretary must be one of the directors of the company. The company secretary has the principal function of ensuring that the company’s affairs are conducted in accordance with the law and the company’s own regulations.  In practice these duties are often carried out by the Auditors in the case of financial regulations.  Roles in relation to organising these services can also be delegated to staff.   It is however the secretary’s role to ensure these actions are carried out.  Duties are as follows:

  •  To ensure there is a record of all minutes,
    • To ensure that the company complies with its memorandum and articles of  association,
    •  To ensure that any amendments are incorporated in accordance with the correct procedures,
    •  To maintain Statutory Registers, including: Register of Members, Register of Directors and Secretaries,
    •  To ensure the safe custody of and proper use of the company seal,
    •  To complete Statutory Returns,
    •  To file information with the Companies Registration Office, including:
      • annual returns,
      • notices of appointment, removal and resignation of officers and changes to their particulars,
      • change of registered office.

A full job description is in Appendix iii.

  • Treasurer

The treasurer’s role is to work with the full committee to oversee the financial budgeting and management systems.  The final responsibility for financial management lies with the company as a whole. Duties are as follows:

  • To chair the finance subgroup,
    • To present the recommendations of the financial subgroup to the committee,
    • To review financial procedures,
    • To liaise with designated staff regards financial matters,
    • To ensure that appropriate accounting procedures and controls are in place,
    • To ensure compliance with relevant legislation,
    • To ensure any recommendations of the auditors are implemented.

A full job description is in appendix iv.

  • Auditor

Casadh CLG has an appointed auditor who, once appointed at the AGM, is an officer of the company.  The auditor needs to be re-appointed at each subsequent AGM.   The auditor’s main duty is to ascertain and state the true financial position of the company by an examination of the books, specifically:

  • To report to the committee at the AGM and as requested,
    • To serve notice on the company should s/he form the opinion that proper books of accounts are not being kept,
    • The auditor must also state whether the directors’ annual report is consistent with the contents of the audited accounts and, if s/he considers them inconsistent, must give particulars of inconsistency,
    • Auditors must notify the Director of Corporate Enforcement as well as the Register of Companies should they form the opinion that a company is not keeping proper books of account or, if in the course of the auditor’s audit, they come into possession of information which may point to an indictable offence under the Companies Acts.  The ODCE has published guidance notes on the duties of auditors, as well as their reporting duties to the Director of Corporate Enforcement. These are available on www.odce.ie
  • Meeting Frequency and Structure
  • Frequency
    • The management committee meets a minimum of every 6 weeks.
  • Notification of Meetings

It is the responsibility of the secretary to send out meeting notification by email.   A copy of the agenda and minutes of the last meeting will be sent out one week before scheduled meeting date, this will be the responsibility of the Secretary

  • Agenda

The agenda is a list of meeting activities in the order in which they are to be undertaken.  The agenda is established by the chairperson.  Members can request to have issues included on the agenda by contacting the chairperson two weeks prior the meeting.  The chair reserves the right to postpone any issues as seen fit. The agenda will be circulated a minimum of one week in advance of the meeting by the senior officer.

At the beginning of the meeting the chair will also provide an opportunity for members to raise issues under ‘any other business’ (A.O.B).  Issues are included on the agenda at the chairperson’s discretion.

  • Minute Taking

It is a legal requirement that minutes of meetings be retained on file and also be accessible to members.  Minutes are taken in a standard format and are approved at subsequent committee meetings as an accurate refection of proceedings.  Minutes are kept on computer file in the organisation and will be sent out one week before the meeting.

  • Quorum and Meeting Attendance
  • Quorum

The quorum is the number of members of the committee who must be present for the organisation to conduct its business. 

The quorum for the committee is 4 directors.

Expectation of Attendance at Meetings and Confirmation of Attendance

Members are expected to make at least three quarters of all meetings.  When a member can not attend they should contact the manager by phone or email as soon as possible so that a quorum can be assured.

If two consecutive meetings are missed, the chair will contact the member to explore whether membership will be continued, unless this has already been made clear.  If four consecutive meetings are missed, by default the member will have resigned from the committee and will be notified by letter from the chair.

  • Decision Making Process
  • Approach

In all cases the committee aims to make decisions through consensus.  This is based on the committee having access to appropriate information and sufficient time for discussion and debate.

The chairperson reserves the right to move to vote where consensus can not be reached after adequate discussion, it is considered that this would be a rarity.  Voting must be organised in the way outlined in 5.2.

  • Voting and Proxy Votes

In the instance of a vote there should be equal time allotted for discussions of the various options.  All members have one vote.  For a vote to take place members should be informed two weeks prior to the event, meaning that proxy votes can be facilitated.  Every member can hold one proxy vote, and should inform the chairperson of this before voting commences.

Staff in attendance at meeting, including the chief executive will not have voting rights.

  • Sub-committees

Sub-committees may be established to progress specific pieces of work.  Where a sub-committee exists they will have a terms of reference, see example in appendix.  Sub-committees will present recommendations to the full committee who will be responsible for approving any recommended actions.

  • Strategic and Annual Planning
  • Strategic Planning

The strategic plan documents where the organisation is going and how it plans to get there.  The strategic plan will describe the organisation’s goals, visions and areas of action for a period of two to five years.  Strategic planning will have the following characteristics:

  • A clear and transparent process will be adopted that ensure clear pathways of communication with any group invited to participate in the formulation of the strategic plan, 
    • Project review and/or evaluation will inform the strategic plan,
    • The process will include a draft phase whereby selected groups can input into content prior to final sign off,
    • The plan will be clearly written,
    • The plan will also identify key performance indicators (ways of proving that the project has achieved its objectives), so that it can be determined whether the goals have been met.
    • The plan will outline the resources that are required for it be carried out.
  • Annual planning

The project will always have an annual plan which sets out the work plan for each area of operation.  The annual plan will include clear goals or key performance indicators that will form the basis of service review and evaluation.

  • Consultation with service users

The inclusion of the target group is an important aspect of quality standards in service provision.  The committee will attempt to meet this standard through employing one or more of the following:

  • Service user fora,
    • Regular service reviews / satisfaction surveys,
    • Service user representation at committee level.
  • Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs)
  • Purpose of the AGM

                 Every year a company must call an annual general meeting. The purpose of the meeting is to:

  • To allow your membership to hear reports from the committee on the achievements and the work of your group over the year,
  • To elect the committee for the next year,
  • To make any changes to the constitution (articles and memorandum of association).
  • Organising and Running the AGM

The AGM is held once a year and all members are invited by letter.  All members should be given one months notice of the meeting.  The quorum for AGMs is the standard for management meetings, which is 4 persons. 

The company’s accountants, directors and members are notified in writing of the date, time and location of the AGM one month prior to the meeting date.

Nominations for new members of the committee or board should be raised with the chairperson prior to the meeting.  All nominations should be proposed and seconded by members of the committee.

If any members wish to propose changes to the constitution then these should be bought to the attention of the chairperson one month before the meeting.  Members should be given sufficient information and time to discuss proposals prior to a vote on making changes to the constitution.

            At least 21 days prior to the AGM the directors must have sent the members the:

  • Profit and Loss Account,
    • Cash Flow Statement,
    • Balance Sheet.

These accounts must be audited, and give a true and fair picture of the state of affairs of the company. At the AGM, two of the directors sign these accounts on behalf of all directors.

Accounts and reports as prepared by the auditor must be filed not more than 28 days after the company’s annual return date with the Registrar of Companies.

  • EGMs
    • EGMS are formal meetings of the membership that are called outside of AGMs.  The purpose of these meeting is to agree a change in the organisations constitution (articles and memorandum of association). 
    • The period of notice, quorum and requirements for taking minutes are the same as that of the AGM.
    •  
  • Termination of Membership
  • Resignation Procedure

If a member wishes to resign from the management committee, the following guidelines apply:

  • Notification should be made by letter,
  • The period of notification is two months, so as to allow for a new member to be recruited,
  • If the member is either in the position of Chairperson or Secretary it is requested that three months notice be given to enable other members to be inducted into the role, 
  • The member must complete their details on the appropriate CRO form so they can be de-registered as a board member with the Companies Registration Office.
  • Termination Procedure
    • Termination of an individual’s tenure on the committee will occur if they have not attended four consecutive meetings and other arrangements have not been made.
    • Termination of tenure will be by letter from the chairperson.
  • Audit of Board, Rotation and Recruitment of Members
  • Rotation of Membership and Roles

The following rules govern terms and rotation of membership:

  • All members will have a membership term of 3 years,
    • All offices (chair, treasurer and secretary) have terms of 2 years, after this the role should be rotated to another member of the committee
  • Audit Procedure

Prior to the committee advertising for new posts the chairperson will instigate an audit of the committee membership, with a view to ensuring that committee meets the following good practice guidelines:

  • The committee has at least one member with relevant financial experience,
    • The committee has an appropriate mix of experience as well as an ethnic and gender mix appropriate to the service.
    • Gender balance
  • Recruitment Procedure

The chair will instigate processes to recruit new members.  In some instances this will be preceded by a skills audit so that people with the appropriate skill set can be targeted.

Vacancies on the committee will be advertised through agreed forums as agreed by the committee.  The steps that are to be followed include:

  1. Role to be advertised (board match, activelink, local forums and other),
  2. Selection process (as agreed by the committee and recorded in minutes),
  3. Selected candidate to be inducted, see 10.
  1. Induction of New Members

Induction to the committee will occur as soon as possible after an individual has been selected to join the committee.   In all cases this will take place before attendance at the first meeting.  Induction is the responsibility of the chair and will involve:

  1. A meeting in which the following will be introduced: the role and aims of the project, its core activities, history and successes.  Also covered will be an introduction as to how the committee functions, as well as the role and responsibilities of becoming a member of the organisation.
    1. The new member will receive an induction pack which will include at a minimum:
  2. A copy of the management handbook,
  3. The last annual report,
  4. Minutes of the previous six management committee minutes.
  1. Payments / Wages and Governance
  1. No committee members can receive any fees or payments through the organisation except for reasonable expenses when applicable and as agreed by the committee in advance.
    1. Officers employed by the organisation cannot be members of the Board.
  1. Review and Amendment of Management Handbook / Terms of Reference

These should be proposed at one meeting and agreed at the next.  It needs to be reviewed that proposed changes to the terms of reference do not also imply a need for the constitution to be amended; if this is the case then amendments will needs to take place in an AGM or EGM by special resolution.
Appendix

  1. Glossary
Agenda The agenda is a list of meeting activities in the order in which they are to be undertaken. 
AGM Annual general meeting, this is held once a year.  The main functions are the discussion of the annual report and accounts, and the re-election of members of the committee and board.  If there is a need this is where any changes to constitution will take place
Auditor This is an accountant who is hired by the organisation to review the organisations book-keeping and ensure it is appropriate and legal.  Every organisation that is registered as a company must have an auditor
Constitution This is a description of what the organisation does and the limits of what it does.  An organisation must work within their constitution.  The constitution is formulated in the articles of association and memorandum.
CRO Companies Registration Office: the government body responsible for ensuring the organisation is operating according to the law.  Every organisation which is registered needs to send in forms and accounts to this office every year.
Induction The way that the new member is introduced to the organisation, generally through meeting staff and reading about the organisation and how it works.
Key Performance Indicator (KPIs) Financial and non-financial metrics or information used to help an organisation define and measure progress toward goals. KPIs are frequently used to ‘value’ difficult to measure activities such as the benefits of leadership development, engagement, service, and satisfaction.
Memorandum and Articles of Association This is the legal framework of the constitution and is held with the CRO.  These documents state how the organisation should run and can only be changed at the AGM and EGM by special resolution.
Proxy vote A vote that is cast by committee member on behalf of another.
Senior Officer This is the most senior employee in the organisation; the title may be director, manager, co-ordinator or other.  This role is supported by the committee and also reports to it.
Mission Statement Defines the fundamental purpose of an organisation.  Basically describing why it exists and what it does to achieve its ‘Vision’.
Quorum The quorum is the number of members of the committee who must be present for the organisation to conduct its business. 
Vision Vision is a long term view, describing in ambitious terms how it sees its working in the future.  The vision describes what organisation wants to be, or how it wants the world in which it operates to be.
  1. Job Description – Chair

Chairperson: Role Description & Person Specification

The chairperson has a strategic role to play in representing the vision and purpose of the organisation.  The chairperson’s role involves ensuring that: meetings are effectively run, all members are able to participate, decision making is clear and transparent, and that the committee and organisation functions to standards of good practice.

Ensure the management committee functions properly:

  • To plan and run meetings in accordance with the governing document,
  • To ensure matters are dealt with in an orderly, efficient manner,
  • To bring impartiality and objectivity to meetings and decision-making,
  • To facilitate change and address conflict within the board,
  • To review governance performance and skills,
  • To plan for recruitment and renewal of the management committee.

Ensure the organisation is managed effectively:

  • To liaise with the senior officer, as appropriate, to keep an overview of the organisation affairs,
  • To co-ordinate the committee to ensure responsibilities for particular aspects of management (for example, personnel matters, financial control etc)  are met and specialist expertise employed as required,
  • To facilitate change and address conflict within the organisation, liaising with the senior officer to achieve this.

Provide support and supervision to staff:

  • To directly line manage the senior officer of the organisation, including ensuring supervision is provided either personally or through a contracted arrangement,
  • To sit on appointment and final appeal grievance panels as appropriate.

Represent the organisation:

  • To communicate effectively the vision and purpose of the organisation,
  • To advocate for and represent the organisation at external meetings,
  • To be aware of current issues that might affect the organisation.

Qualities and skills required:

  • Sound understanding of roles and responsibilities of management committee,
  • Good leadership skills,
  • Good communication and interpersonal skills,
  • Impartiality, fairness and ability to respect confidences,
  • Ability to ensure decisions are taken and followed up,
  • Good time keeping,
  • Experience of organisational and people management.

Time Commitment Required:

The role of the Chairperson requires an estimated commitment of seven hours per month.                                                                                                                               

Adapted from www.diycommitteeguide.org

  1. Job Description – Secretary

Company Secretary: Role Description & Person Specification

Any voluntary organisation or community group which is a company limited by guarantee, (i.e. incorporated) must have a company secretary. The responsibilities of the company secretary are to ensure that relevant rules and regulations of the Companies Act are complied with.

The duties include:

  • Maintaining the statutory registers including the register of members,
  • Ensuring that statutory forms are filled promptly,
  • Providing members and auditors with notice of meetings,
  • Sending the Registrar copies of resolutions and agreements,
  • Sending a copy of the accounts to every member of the director’s meetings and general meetings,
  • Ensuring that people entitled to do so can inspect company records,
  • Custody and use of the company seal.

Other duties:

  • To ensure that meetings such as the annual general meeting comply with the organisation’s governing document and its procedures (for example, voting),
  • To ensure that publications such as annual reports and accounts, and their dissemination, comply with the organisation’s governing document and statutory requirements,
  • To keep under review all legislative, regulatory and governance developments that might affect decision making or the organisation’s operations. The company secretary has no powers under Company law but the act allows them to sign most of the forms prescribed under the act.

Qualities and skills required:

  • Knowledge of company and charity law,
  • Understanding the role and responsibilities of the management committee,
  • Well organised and an eye for detail.

Time Commitment Required:

The role of the company secretary requires an estimated commitment of three hours per month.

EXAMPLE

Adapted from www.diycommitteeguide.org

  1. Job Description – Treasurer

Treasurer: Role Description & Person Specification

The overall role of a treasurer is to maintain an overview of the organisation’s financial affairs, ensuring its viability and that proper financial records and procedures are maintained.  The role can also be undertaken by a finance sub-committee.  The role and person specification are summarized below.

General financial oversight:

  • To oversee and present budgets, accounts and financial statements,
    • To liaise with designated staff regards financial matters,
    • To ensure that appropriate accounting procedures and controls are in place,
    • To ensure compliance with relevant legislation,
    • To ensure any recommendations of the auditors are implemented,
    • To ensure accounts meet the conditions of contractual agreements with external agencies such as funders and statutory bodies.

Financial planning and reporting

  • To present financial reports to the committee,
  • To make a presentation of the accounts at the annual genera meeting (AGM),
  • To advice on the organisation’s reserves and asset management,
  • To advise on the financial implications of the organisations strategic and operational plans.

Other

  • To chair meetings of the finance sub-committee

Qualities and skills required:

  • Experience of financial control and budgeting,
  • Good communication and interpersonal skills,
  • A willingness to be contacted on an ah hoc basis,
  • Ability to ensure decisions are taken and followed up.

Time Commitment Required:

The role of the treasurer requires an estimated commitment of fourhours per month.

Adapted from www.diycommitteeguide.org

  • Job Description – Committee member

Management Committee Member: Role Description & Person Specification

The management committee takes on the ultimate legal and financial responsibility for all the activities of the organisation.  They maintain an overview of policy and strategic direction rather than being involved in the day-to-day operations. The role of the each member of the committee is summarised below:

Vision and Leadership:

  • To be committed to the vision, mission and values of the organisation,
  • To provide strategic direction, including agreeing and monitoring strategic plans
  • To keep informed of the activities of the organisation and the wider issues of its work
  • To ensure the work of the organisation is monitored and evaluated

Accountability and Legal Responsibilities

  • To ensure the organisation complies with its governing document (i.e. constitution or memorandum and articles of association).
  • To ensure the organisation keeps to the law, including charity and company law.
  • To ensure the organisation makes efficient use of resources, in particular that all monies are applied to its objects, agreed plans and budgets.
  • To ensure that risks to the organisation, staff volunteers and service users are at an acceptable level and are managed.
  • To be accountable to membership, funders and other stakeholders.

Financial and Staff Management

  • To understand the financial position of the organisation.
  • To ensure the organisation operates within its agreed accounting policies.
  • To ensure adequate financial resources for the organisation.
  • To contribute to fundraising strategies.
  • To ensure the organisation is properly insured against all reasonable liabilities.
  • To ensure the organisation is a responsible employer and adheres to legislation.
  • To effectively support and manage the senior officer.

Qualities and Skills of Management Committee Members

  • Good leadership skills.
  • Understanding of and commitment to the organisation mission and values.
  • Good communication and interpersonal skills.
  • Impartiality and fairness.
  • Ability to respect confidences.
  • Good time-keeping.

Time Commitment Required:

This role requires an estimated commitment of three hours per month.

Adapted from www.diycommitteeguide.org

  • Terms of Reference Example – Financial Sub-committee

Finance Sub-Committee: Terms of Reference

The finance sub-committee is a sub-committee of the management committee.

Membership

The sub-committee shall consist of the treasurer and two members of the management committee.

Appointment of Sub-Committee

The management committee shall at their first meeting following the annual general meeting (AGM) in each year, determine the members of the sub-committee until the next AGM. If vacancies arise then these shall be filled at the following management meeting.

Chair

The committee will be chaired by the treasurer / an elected member of the committee.

Frequency of Meetings

The sub-committee shall meet not less than two times in each year. A quorum at each meeting will be two members of the management committee.

Record of Meetings

The sub-committee shall ensure that an agreed written record of each of their meetings is forwarded to the management committee.  This will highlight any recommendations for the consideration of the management committee.  This will be discussed at the subsequent management meeting.  All decisions are the responsibility of the full committee. 

Staff Attendance

The Director and Finance Administrator shall normally be required to attend all meetings of the sub-committee. Other staff may, at the sub-committee’s request, attend meetings as required.

Functions of the Sub-Committee

  • To undertake longer term financial planning with the aim of ensuring the organisation has sufficient. reserves and funding to maintain appropriate levels of service delivery.
  • To advise on measures that need to be taken to ensure financial solvency.
  • To monitor expenditure to ensure this is inline with the approved budget.
  • To recommend the yearly annual budget: this will be approved by the full committee.
  • To ensure appropriate financial policies and safe guards are in place regards financial procedures.

[1] Including: health and safety regulation, employment law, taxation regulations, and company law.