Volunteer Management Committee Members Information Sheet

Volunteer Management Committee Members Information Sheet Volunteer Involvement in Governance Volunteers play a vital role in governance as part of Management Committees/ Boards in the Voluntary and Community Sector across Northern Ireland. They are responsible for overseeing an organisation's work by ensuring the proper procedures and policies are in place to manage it effectively. 1 It is estimated that over 27,000 volunteers are involved in Management Committees in NI. The State of the Sector VI found that 86% of organisations currently involve volunteers in running their organisations. Being involved in governance (Board/ executive committee) was the most popular type of volunteer activity for 58% of the organisations who responded to Mapping Volunteer Involving Organisations in Northern Ireland: Phase 2 research. 2 3 This information sheet will explore the roles and responsibilities of Management Committees; those of individual committee members and officer bearer roles. It will highlight key areas for volunteers to be aware of when taking up a Management Committee role so that they can be informed and effective. Contents Page 1 What is a Management Committee?....... 2 2 Overview of Responsibilities..... 3 3 Liability and Legal Structures.... 4 4 Responsibilities of Individual Committee Members...... 5 5 Officer Bearer Roles... 6 6 Conclusion...... 7 7 Useful Resources... 7 8 Appendix: Checklist for New Committee Members...... 8 1 Its All about time 2007 Volunteer Development Agency 2 The State of the Sector VI, 2012, NICVA 3 Mapping Volunteer Involving Organisations in Northern Ireland: Phase 2: 2010, Volunteer Now. 1

1. What is a Management Committee? Management Committees have ultimate responsibility for directing the activity of an organisation, ensuring it is well run and delivering the outcomes for which it has been set up. Every Management Committee should provide leadership to the organisation by: 4 Setting the strategic direction to guide and direct all activities; Ensuring the effective management of the organisation and its activities; Monitoring the activities of the organisation to ensure they are in keeping with the founding principles, objects and values. Management Committees are also frequently referred to as Boards of Trustees, Governing Bodies, or Executive Committees. The name depends on what type of legal structure an organisation has and whether it is registered as a charity, see the table below. 5 Legal structure Unincorporated association Company limited by Guarantee Name of the Governing Document Constitution Memorandum and articles What the Committee is usually called Management Committee or if the organisation is a charity: Board of Trustees Board of Directors or if the organisation is a charity: Board of Trustees For charities that are a Company Limited by Guarantee, it is usual for the Management Committee to be called a Board of Trustees. To avoid confusion throughout this information sheet the term Management Committee will be used. It is important for you to find out what the legal structure of the organisation you are volunteering/ planning to volunteer with is, as this will determine liability/ responsibility. 4 http://www.diycommitteeguide.org 5 What Management Committees Need to Know produced by Governance Hub NCVO and Bradford CVS available at www.ncvo-vol.org.uk/governanceandleadership 2

2. Overview of Responsibilities The Management Committee members play an important role in organisations as both leaders and decision-makers. Their overall responsibilities are summarised below: Vision and Leadership Ensures that everything the organisation does supports its vision, purpose and aims. They establish the fundamental values, the ethical principles and strategic direction in which the organisation operates. 6 Accountability Accounts for everything the organisation does including; its spending, activities, and monitor / evaluate all areas of performance. As the Management Committee is in place to manage the resources and activities of the organisation on behalf of its members, supporters and other stakeholders, their management needs to be both effective and transparent. It is important that they are able to demonstrate their accountability to stakeholders through ensuring that appropriate systems and procedures are in place. By doing so, they reduce their risks of personal liability should things go wrong. Keeping it Legal The Management Committee has an obligation to ensure compliance with all relevant legal and regulatory requirements and seek guidance around any uncertainties. Everything the Management Committee and the organisation do must also be in line with its governing document, e.g. constitution or memorandum and articles of association. Governing Document When an organisation chooses its legal structure, it takes on a particular set of rules that govern how it will operate; this is called the "governing document". It provides essential information about an organisation and its activities, it usually includes: The organisation s purposes or objects these are usually written in broad, formal language Powers how the organisation can carry out its purposes (for example, by employing staff) Procedures for admitting members and organising general (members ) meetings (if relevant) Rules for the operation of the board and delegation Procedures for the election, appointment of trustees Other procedures related to the overall administration of an organisation (for example, procedures for amending the governing document or closing down the organisation). The Management Committee is responsible for ensuring that the governing document is put into practice. 7 6 http://www.diycommitteeguide.org 7 http://www.ncvo-vol.org.uk/advice-support/trustee-governance/governance/governing-documents 3

Financial Oversight 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 In organisations that employ staff, the Management Committee is essentially the employer. They must ensure that appropriate policies and procedures are in place for staff and for volunteers, and that both are properly managed and supported. The Management Committee, usually represented by the Chair, also directly line manage the most senior staff member. 3. Liability and Legal Structures 8 The Management Committee is responsible for the consequences of actions taken or not taken by the organisation, its staff, volunteers and other Management Committee members (referred to as liability). The distinction between types of legal structure for organisations in the Voluntary and Community Sector is significant, particularly because it affects the personal responsibility of individual Management Committee members if something goes wrong. Unincorporated organisations do not have an independent legal identity. Therefore, if the Management Committee enters into any contractual or other arrangements they must do so by contracting in their capacity as Management Committee members. As a result, they are "jointly and severally responsible" for the affairs of the organisation. It is therefore possible for them to be held personally responsible to settle any debts or other liabilities that may occur (e.g. fees for professional services, rent under a lease, or damages for breach of contract). For this reason, many unincorporated organisations seek to become incorporated (e.g. Company Limited by Guarantee) as their activities and legal relationships expand. Incorporated organisations (e.g. Company Limited by Guarantee) are set up as a separate legal entity (i.e. recognised in law as an artificial person'). They can therefore enter into contracts and other legal relationships under the name of the organisation, rather than under the name of individual committee members. This provides Management Committee members with some protection in law known as limited liability'. If things go wrong, it is the organisation that is generally named in a legal action rather than individual Management Committee members. Even in the event of the organisation closing down with outstanding debts, they may only have to pay a nominal amount, usually 1. However, Management Committee members of an incorporated organisation can still be personally liable for losses where they have failed to act responsibly, for example in relation to negligence, fraud, wrongful trading, or breach of statutory duties. 4

Management Committee members must be aware that, no matter what legal structure the organisation has, they have a duty to ensure that the organisation complies with the law, that it is being properly run, and its funds are spent for the purposes intended. For further information and guidance please refer to NICVA Advice note 3 Legal Structures for Voluntary and Community Groups 4. Responsibilities of Individual Committee Members While the Management Committee as a whole is responsible collectively for decisions made, it is important to be aware of the individual responsibilities and duties of committee members. Outlined below are the duties for Directors (Company Limited by Guarantee) and Charity Trustees: (Unincorporated Association). Directors Duties taken from the Companies Act (Company Limited by Guarantee) 9 Duty to act within powers (as set out in Memorandum and articles); Duty to promote the success of the company; Duty to exercise independent judgement; Due to exercise reasonable care, skill and diligence; Duty to avoid conflict of interest; Duty to not accept benefits from third parties; Duty to declare interest in proposed transaction or arrangements. Charity Trustees Duties taken from Trust and Charity Law (Unincorporated Association) 10 Exercise powers in a prudent and business-like way; Exercise such care and skill as is reasonable; Act honestly and in good faith in all dealings; Not benefit personally; Take joint decisions with other directors; Take proper financial advice when investing charity funding. 9 NICVA Introduction to Best Practice in Governance Training (Not available in public domain) 10 IBID 5

All committee members are individually committing to: Upholding the values and objectives of the organisation; Giving adequate time and energy to the duties of being a trustee; Acting with integrity and avoiding or declaring personal conflicts of interest. 5. Officer Bearer Roles Office bearers are members of the Management Committee who take on special roles to help it function more effectively. The three key officer Bearer positions are Chairperson, Secretary and Treasure. The main responsibilities for each are outlined below: Chairperson s main responsibilities Ensuring the Management Committee functions properly; Ensuring the organisation is managed effectively; Provide support and supervision to the most senior member of staff if applicable; Represent the organisation as its figurehead. Secretary s main responsibilities Ensuring meetings are effectively organised and minuted; Maintaining effective records and administration; Upholding the legal requirements of governing documents, charity law, company law etc (where relevant); Communication and correspondence. Treasurer s main responsibilities General financial oversight; Funding, fundraising and sales; Financial planning and budgeting; Financial reporting; Banking, book keeping and record keeping; Control of fixed assets and stock. 6

Some organisations have additional honorary officers such as Vice-Chair, Vice Secretary, Press Officer etc. (Outlined in the Governing Document). These roles can be an opportunity for committee members to shadow an office bearer to increase their confidence and skills before undertaking the role in the future. Deputy/ Vice roles also help to ensure that there is a stand in if the office bearer is unavailable, for example a Vice-Chair may can take on the chair role in committee meeting if they are absent. 6. Conclusions Management committee members are a vital element of the Voluntary and Community Sector. While the role requires commitment and dedication, it is the perfect opportunity to share your existing skills and develop new ones while helping to make a significant difference to a worthy cause. 7. Useful Resources The Code of Good Governance The Code of Good Governance is a best practice document, setting the standard for all governing Committees / Boards in the Voluntary and Community Sector in Northern Ireland. If you would like to request a pocket sized copy of the standards please contact Volunteer Now 02890 232 020. www.diycommitteeguide.org The DIY Committee Guide website provides support for groups implementing the Code of Good Governance. The site is structured to follow the 7 principles of the Code and provides a range of supporting documents, templates and information. Volunteer Now June, 2012 Reasonable precautions have been taken to ensure information in this publication is accurate. However it is not intended to be legally comprehensive; it is designed to provide guidance in good faith without accepting liability. If relevant, we therefore recommend you take appropriate professional advice before taking any action on the matters covered herein. Charity (Inland Revenue) No. XT22896. Company Limited by Guarantee No. NI602399. Registered in Northern Ireland. Registered Office: Volunteer Now, 129 Ormeau Road, Belfast, BT7 1SH. Tel: 028 9023 2020 Fax: 028 9023 7570 Email: policy@volunteernow.co.uk Web: www.volunteernow.co.uk 7

8. Appendix Thinking of Volunteering on a Management Committee? Volunteer Now has developed a checklist of suggested information it may be useful for you know about the organisation that you are volunteer with as a committee member. This will assist you to develop an understanding of the organisation and carry out your duties effectively. Checklist for New Committee Members History and background of the organisation Aims and objectives of the organisation Governing document Structure of the organisation (legal) Structure of the organisation (management and staff) Tour of building and any outside projects Introduction to staff and volunteers Roles of staff and job descriptions Role of volunteers and role descriptions Contract of employment and personnel procedures Annual reports Publicity leaflet or publications Funding arrangements and current finances Policy statements of the organisation Development and operational plans Induction to the Management Committee Role and purpose of the Committee Structure of the committee including sub-committees Introduction to all committee members including officer bearers Role of office bearers on Committee Role of individual committee members Legal and financial responsibilities Frequency and format of meetings Minutes of previous meetings and summary of policy decisions Support system for committee members Availability of resources/ training for committee members 8