Governance Manual – Trustees
This paper is designed to provide information about the role and duties of Generations Working Together Board members.
Board members’ legal role
A Board member is a Trustee of Generations Working Together SCIO. The role carries statutory responsibilities with regard to financial reporting, employment of staff, health and safety and so on. Many of these responsibilities are delegated to the Manager on a day-to-day basis but the ultimate responsibility lies with Board.
Board members are Trustees of a Scottish Charitable Incorporated Organisation (SCIO), registered with the Office of the Scottish Charity Regulator (OSCR). The responsibilities of Trustees are set out in the Charities and Trustee Investment (Scotland) Act 2005 as follows:
Charity trustees: general duties
Each of the charity trustees has a duty, in exercising functions as a charity trustee, to act in the interests of the charity; and, in particular, must:-
1. seek, in good faith, to ensure that the charity acts in a manner which is in accordance with its purposes;2. act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;
3. in circumstances giving rise to the possibility of a conflict of interest between the charity and any other party:
· put the interests of the charity before that of the other party;
· where any other duty prevents him/her from doing so, disclose the conflicting interest to the charity and refrain from participating in any deliberation or decision of the other charity trustees with respect to the matter in question.
4. ensure that the charity complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.
In addition to the duties outlined above, all of the charity trustees must take such steps as are reasonably practicable for the purpose of ensuring: -
· that any breach of any of those duties by a trustee is corrected by the charity trustee concerned and not repeated
· that any trustee who has been in serious and persistent breach of those duties is removed as a trustee.
OSCR has published guidance for charity trustees and a copy will be provided to all GWT Trustees. Meanwhile the following paragraphs give a brief outline of specific responsibilities under charity law.
Financial responsibilities
Board members are responsible, for ensuring:
· that proper accounting records are kept
· that the financial position of the company can be seen with reasonable accuracy at any time
· that all financial statements comply with legislation
In order to achieve this, the board employs staff to look after the day-to-day business and to establish systems to allow these responsibilities to be met.
Accountability to members
The board is elected from within the membership and the wider community to fulfil the objectives of the charity as determined by the members and to ensure that the charity is being operated in accordance with legal requirements.
Employer responsibilities
As employers, the board must ensure that employment legislation is adhered to and that terms and conditions of employment are at least the minimum levels set by statute.
Responsibilities of a Trustee
The responsibilities can be summarised as:
· the strategic direction and control of the organisation, according to agreed priorities and Board decisions
· the risks, financial and otherwise, and legal obligations arising out of control of the organisation
· ensuring that the organisation operates within the law and within the limits set by its own constitution
· ensuring that the organisation exercises responsibility in financial and other affairs, and remains solvent
· ensuring that Board members receive the information, advice and training they need in order to make informed decisions and carry out their duties effectively
· ensuring appropriate frameworks for the delegation of work to staff
· ensuring there is a broad balance of skills and experience on the Board, utilising the power to co-opt where necessary
· monitoring and reviewing all aspects of GWT’s performance
· striving to ensure that the organisation demonstrates best practice in all its areas of work, including the development of strategies to combat discrimination
· establishing clear strategic, business and financial objectives
· managing, safeguarding and protecting the assets of GWT.
Eligibility and termination of office
Charity legislation and the constitution sets out lists specifying reasons for ineligibility and automatic disqualification from being a trustee of a charity. These reasons include: disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005, an employee of the organisation, undischarged bankrupt; a criminal conviction for an office related to dishonesty; formal declaration of insolvency; offences under charity legislation; and a range of others.
All Board members should ensure that they do not fall under any of the categories for automatic disqualification and are thus eligible for appointment.
Board meetings
These are held four or five times a year. As a small charity it is expected that Board members will take on additional responsibilities between meetings consistent with the objectives of Generations Working Together. This may include membership of Task and Finish Groups, Standing Committees or specific tasks consistent with their areas of expertise.
Attendance
Board members are expected to attend all meetings, where possible, and to have read the papers for discussion, which are circulated one week in advance. Only the named Board members may attend meetings.
If a Board member fails to attend three consecutive meetings without good reason their membership may be rescinded.
Agenda items
The agenda for meetings is pre-set in that there are specific headings to be covered; however there is some scope for other items to be discussed under ‘Any Other Business’. Anyone wishing to add an item to the agenda should contact the Chair in the first instance.
Notification of apologies for absence
Should you be unable to attend a meeting please notify the Manager as soon as possible and in advance of the meeting.
‘Etiquette’ during meetings
All remarks are addressed via the Chair Person. Board members are encouraged to speak up on behalf of their interests but at the same time to think corporately and as a team. Board members are expected to declare personal interests.
Remuneration and expenses
Board members, if requested will receive remuneration for travel and expenses approved in advance by the Manager or Finance Sub Group.
Where members are asked by the Board to take on a particular task which involves costs other than basic travel expenses, they may be reimbursed.
In the case of sub-committees of the Board those members may be reimbursed for travel expenses.
Notifications
Board members are required to notify the Manager if they:
· change their name
· move house
· become a trustee of another charity.
Page: 1 of 3 / Approved by: / Date: September 2015Review Date: