Board/Role profiles

This page is work in progress: please contribute directly or on talk page. These role profiles are a draft and have not yet been approved by the Board.

Background

Many charities have defined terms of reference for individual office-holders on the Board, and sample role profiles are often provided in good practice guides. At present, we don't have any defined expectations of our office-holders; however we do in effect have custom and practice which we expect people to abide by. (See, for instance, sections 20.9 to 20.11 of the Articles which are currently all there is to define the role of Chair!). It is probably a good idea for us to discuss and agree some office-holder job descriptions, to help clarify expectations.

Chair

The Chair;

Chairs Board meetings and ensures Board time is used for effective governance

• calls, chairs and determines the order of business at meetings of the Board of Trustees, and chairs General Meetings
• facilitates open discussion on the Board, ensuring all voices and points of view are heard, and that discussion remains focused and timely
• develops an annual calendar of agenda items to ensure all necessary subjects are covered

Ensures the Board works effectively, develops and learns

• ensures Trustees attend meetings and comply with the Trustee Code of Conduct
• works with other Trustees to ensure they are able to make the most out of their time on the Board and the organisation is benefiting from their skills and experience
• plays a leading role on the continuing development of the organisation's governance and the performance of the Board of Trustees
• plays a leading role in ensuring new Board members are inducted effectively into the organisation and their duties as Trustees
• works with the Chief Executive to ensure that the Board receive clear professional advice to inform their discussions when necessary

Is the principal conduit between the Board and staff

• meets regularly with the Chief Executive, offering support and guidance
• conducts the Chief Executive's appraisal
• ensures that a Trustee is able to act as independent reviewer of staff appraisals if required

Represents Wikimedia UK externally, including to the Wikimedia movement

• acts as a spokesperson for the organisation as appropriate or when required
• is a point of contact between the Board of Trustees and senior contacts at the Wikimedia Foundation and in other Wikimedia chapters

Treasurer

(please insert)

Secretary

The Secretary must ensure that:

• board meetings are duly recorded and subsequently approved by the Board (with office support)
• decisions made outside of board meetings are duly recorded
• where the Board is taking a decision, that the decision is clear and well-understood
• actions that have been placed on trustees and the office (via the Chief Exec) are duly recorded
• the outcomes of actions placed on trustees and the office are duly recorded and approved by the Board
• the Register of Members, in the form of a membership database, is kept up to date (with treasurer and staff support)
• the information held by Companies House and the Charities Commission is kept up to date
• Reports are completely accurate and comprehensive (with office support)
• Budget decisions are recorded appropriately, and are followed (with treasurer support)
• Committee decisions are being appropriately recorded and followed (with the support of the committee chairs)

Examples

Chair:

• Trustee Works model
• 'Think Global' Chair advertisement and role profile
• ICSA model

Treasurer: ICSA model

Background information

ICSA Matters Reserved for the Board of Trustees