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.

The purpose of terms of reference like these is not to be prescriptive, nor to prevent Trustees from doing things. In a small organisation it will be common that Trustees will work, as volunteers, closely with staff and other volunteers on various projects. That should remain the case.

Chair

The Chair has the responsibility for the following items.

Chairing Board meetings and ensures Board time is used effectively for the governance of the organisation. This includes:

• Chairing the discussion at Board and General meetings;
• Determining the order of business at Board and General Meetings;
• Facilitating open discussion on the Board, ensuring all voices and points of view are heard, and that discussion remains focused and timely
• Developing an annual calendar of agenda items to ensure all necessary subjects are covered by the Board throughout the year

Ensuring that the Board works effectively, develops and learns. This includes:

• Ensuring that all trustees attend meetings and comply with the Trustee Code of Conduct
• Working 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
• Playing a leading role on the continuing development of the organisation's governance and the performance of the Board of Trustees
• Playing a leading role in ensuring new Board members are inducted effectively into the organisation and their duties as Trustees
• Working with the Chief Executive to ensure that the Board receive clear professional advice to inform their discussions when appropriate.

Acts as the key conduit between the Board and staff. This includes:

• Meeting regularly with the Chief Executive, offering support and guidance
• Conducting the Chief Executive's appraisal, ensuring that all parties are involved
• Ensuring that a Trustee is able to act as independent reviewer of staff appraisals if required

Represents Wikimedia UK externally, including to the Wikimedia movement. This includes:

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

Treasurer

The Treasurer has the responsibility for the following items.

Ensuring that the organisation follows all legal financial requirements. This includes

• Ensuring that the accounts are maintained
• Ensuring that our financial protocols are abided by
• Ensuring that our accounts are appropriately audited

Maintaining the annual budgets, including:

• Ensuring that budget decisions are recorded appropriately, and are followed (with Secretary support)

Secretary

The Secretary has the responsibility for the following items.

Recording Board discussions and decisions. This includes:

• Ensuring that minutes of board meetings are duly recorded and subsequently approved by the Board
• Ensuring that clear and well-understood decisions are made by the Board
• Ensuring that decisions made outside of board meetings are duly recorded
• Ensuring that actions that have been placed on trustees and the office (via the Chief Exec) are duly recorded
• Following up on actions to ensure they are closed off as appropriate.

Maintaining records. This includes:

• Ensuring that the Register of Members, in the form of a membership database, is kept up to date
• Ensuring that the record of information held by Companies House and the Charities Commission is kept up to date
• Ensuring that the Declarations of Interest is maintained and kept up-to-date

Following the Constitution. This includes:

• Playing a leading role in ensuring that the constitution is followed
• Playing a leading role in changes made to the constitution

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

[[ http://uk.wikimedia.org/wiki/NCVO_Trustee_job_descriptions_2012 NCVO Job Description]]