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Board of Directors

This is the term for the governing body of a Company Limited by Guarantee or Limited Company with Shares.
The Company Limited by Guarantee provides incorporation and limited liability and allows for charitable status, and is the most commonly used legal structure by arts organisations in the non-profit distributing sector.

Members and Directors

The members of the limited company are the equivalent of the shareholders of a commercial company. For the Company Limited by Guarantee they are the subscribers (founder members) and the guarantors of the company (guaranteeing to pay £1 if the company closes owing money).

The members will normally elect the Board of Directors to run the company. The relationship between the company members and directors, and the balance of power between them is determined by the Articles. There is a great degree of flexibility and an organisation can develop a structure to suit its way of operating.

The organisation must decide who will be members of the Limited Company. Some arts organisations choose to make their user membership the members of the Limited Company, or in another manner make the Limited Company membership a broad democratic base. In many other cases, the only members are the current Directors, and the membership tier of the company is not used for any real purpose within the structure. Here, new directors are in practice selected by the other directors.

The Directors

The Directors are finally responsible for running the Limited Company and will need to meet regularly and be reported to by the (senior) staff. The Directors are the senior management of the organisation, with the final say on all matters, including finance, policy, employer responsibilities etc. They should not be confused with advisers (whose advice need not be taken), nor with patrons (who simply lend their name to an organisation).


Insolvency legislation has created a category of 'shadow directors', who are people on whose directions or instructions the directors are accustomed to act.

more

Governance

What is governance?

"Governance is the process by which a governing body (the board, management committee, council of management or whatever it is called) ensures that an organisation is effectively and properly run."

"Governance is not necessarily about doing; it is about ensuring things are done. In a small organisation, it is almost inevitable that board members will be involved not only in making decisions and monitoring work, but in doing some (or all) of that work. But as an organisation grows the board becomes less involved in day-to-day activities, delegating to staff responsibility for most tasks.

Decision-making may also be delegated to staff, on condition that all decisions are within policy frameworks agreed by the board."

From The Good Governance Action Plan, by Sandy Adirondack, NCVO, 2000

"The management committee (or trustee group) is the governing body of a voluntary organisation. It is where the decisions are made and it is the body which is held to account for all the activities of the organisation. And it is the group responsible for ensuring that the organisation operates properly and effectively."

From The Charity Trustee’s Handbook, Mike Eastwood, Directory of Social Change / CAF, 2001

Is Governance New?

The word comes from the Latin and means to steer or guide. Its use in an organisational context goes back to the 16th or 17tth Century.

How is Governance Seen Now?

The following quotations are from a conference, Board Games, run in September 2002 by Governance Works, a new organisation dedicated to improving the understanding and quality of governance amongst not for profit organisations mainly in the North East of England and Scotland. See their website www.governance-works.org.uk

Quotations from Board Games

"Governance is a work on everyone’s lips"
Rhona Haworth: director and co-founder of Governance Works

"Governance – is it just another bit of management jargon, dreamt up to make consultants money?"
Rhona Haworth: director and co-founder of Governance Works

"Governance – is not simply a management process – it goes way beyond that."
Rhona Haworth: director and co-founder of Governance Works

"Governance is essential, and also enjoyable."
Richard Fries: Researcher at LSE, and formerly Chief Charity Commissioner

"Governance is unavoidable – if you’ve got an organisation – then you have got governance as well as management."
Richard Fries: Researcher at LSE, and formerly Chief Charity Commissioner

"If you neglect governance, then disaster follows."
Richard Fries: Researcher at LSE, and formerly Chief Charity Commissioner

"You cannot leave governance to take care of itself."
Richard Fries: Researcher at LSE, and formerly Chief Charity Commissioner

Three Perspectives on Governance

"A market perspective on governance – the agency or stewardship model.
From this perspective, the main function of the board is to control the behaviour of managers. This suggests that directors of companies should be independent of management, and their primary role is one of stewardship – to make sure that the resources of the organisation are safeguarded and to monitor and, if necessary, control the behaviour of managers."

"A managerial perspective – a partnership model
A governing body or board of directors can be regarded as the apex of a management hierarchy. It is not surprising in this context that ideas and practices from management should be applied to governance – for example, that board members should be selected on the basis of their expertise and contacts so that they are in a position to add value to the organisation’s decisions rather than just select, monitor and control management: that boards like managers, will require careful induction and training; that they will need to know how to operate effectively as a team…

The prime function of the board, and major shareholders, are seen as partners in management, and the prime function of the board is to add value to the organisation by improving its top decision-making…

Boards should focus on new strategies and policies, not just reviewing past performance."

"A democratic perspective – a political model
Key ideas and practices include open elections on the basis of one person one vote: pluralism ie that representatives will represent different interests; accountability to the electorate; the separation of elected members, who make policy, from the executive, who implement policy decisions…

Many voluntary and non-profit bodies are established as membership associations, where it is enshrined in the organisation’s constitution that the governing body should be elected by and represent the membership in some way. The constitution of many organisations also allows that some other stakeholders, such as funders or users, may be represented on the board.

A democratic perspective on governance suggests that the role of the board is to represent the interests of one or more stakeholder groups in the organisation. This leads to a political model of the role of boards: a means of expressing, resolving and choosing between the interests of different stakeholders and setting the overall policy of the organisation, which can then be implemented by the staff. Central to this view is that anyone can put themselves forward for election as a board member. Expertise is not a central requirement, as it is in the managerial perspective."

The authors suggest that elements of all three models are present in many boards.

From Good Governance, by C Cornforth and C Edwards, CIMA, 1998

Charity Trustees

If the organisation has charitable status (in England and Wales this is given by the Charity Commissioners) then the governing body of the organisation is called Charity Trustees. These individuals have responsibilities from Charity Law about how they act, in addition to responsibilities they will have as Company Directors or as Committee members
of an Unincorporated Association.

[additional paragraph to follow]

Further information is available from the Charity Commissioners [link].

See also charitable status.

and then onto the books list as in the attachment (this is a resend - but I cannot see it up there yet).and what you at present under Charity Trustees sub section needs to be under Charitable Status section - books links and all some of the bits at the bottom of this are still notes to you etc - please
review.

Key texts

Boards That Work
By David Fishel
Pub DSC 2003 ISBN 1 903991 161 £16.95
Being launched at Charity Fair at the end of March 2003. David Fishel was General Manager of Liverpool Playhouse, and then as consultant and trainer with Positive Solutions ran the Arts Council’s Board Development Programme. This book is being published here and in Australia (where David now works) simultaneously. See a preview chapter on Positive Solution’s website www.positivesolutions.com.au

Care, Diligence and Skill
by Graham Berry and Paul Pia
Pub: Scottish Arts Council 5th Edition 2002 ISBN 1 85119 105 4 £5 [£7.84 inc p&p]
A clear and concise guide to the role and responsibilities of the Board of an arts organisation. It is most relevant to organisations that are limited companies with charitable status and employing a number of staff members. Recommended. Review

Charity Trustee's Handbook
By Mike Eastwood
Pub DSC 2001 ISBN 1 900360 88 8 £7.95 [£10.67 inc p&p]
Review

The Good Governance Action Plan for Voluntary Organisations
By Sandy Adirondack
Pub NCVO ISBN 0 7199  1603 8 £10.00 [£12.96 inc p&p]
This is an amalgamation of the material from the earlier two separate versions for small, and for medium and large organisations. SAM has all three versions available at present! The 'small' one costs £5 only. See other entries.

Recent Trends in Charity Governance and Trusteeship
By Chris Cornforth
Pub NCVO ISBN 0 7199 1591 0 £12.50 [£15.34 inc p&p]

Good Governance: Developing Effective Board-Management Relations in Public and Voluntary Organisations
By C Cornforth & C Edwards
Pub CIMA Publishing 1998 ISBN 1 874784906 £18.95 [£22.04 inc p&p]

Volunteers on Management Committees: A Good Practice Guide
by Rodney Hedley and Colin Rochester
Pub: Volunteer Centre UK 1994 £7.00 (last few copies available - then out of print) ISBN 1 897708 46 7
An excellent introduction or refresher on the role and responsibilities of the Board members. It is written with the insight of two highly experienced researchers in this area, but is very straight-forward and easy to read. Delightful direct quotations from committee members include "I asked what I was supposed to do; they said, "Oh, just come along to the meeting" and "I don't have to do this you know; I could be playing badminton." Highly recommended.

A Management Companion for Voluntary Organisations
by Tim Cook and Guy Braithwaite
Pub: Directory of Social Change £12.50 2000 ISBN 1 900360 67 5

Review

Charity Treasurer's Handbook
By Gareth Morgan
Pub DSC 2001 ISBN 1 9003 6089 6 £9.95 [£12.67 inc p&p] Review

The Minute Taker's Handbook
By Lee Comer, Paul Ticher
Pub DSC 2002 ISBN 1 9000360 99 3 £9.95 [£12.91 inc p&p]
Review

Further Reading

Duty Free? Payments for Charity Trustees (Trustee Briefing No. 2)
Pub: NCVO 2nd edition 1997 £4.00 ISBN 0 7199 1525 2
Can trustees be paid for their work by the charitable organisation? Can they paid for their non-trustee work? What about non-monetary payments? Can they use the organisations services? Can they resign and then take the money? All these and more questions are answered. Recommended.

Are You Sitting Comfortably? A Code of Conduct for Local Authority members as Charity Trustees
Pub: NCVO £5.00 ISBN 0 7199 1533 3
Only 8 pages of A5 size of main text, and essential reading for the members and officers concerned, and managers in the organisations on whose boards they sit. Excellent practical advice, and the legal implications are explained clearly.

Trustee Liability Insurance : Is it for you? (Trustee Briefing No. 1)
Pub: NCVO 4th edition 1997 £4.00 ISBN 0 7199 1524 4
If your Board is worried about its liabilities, and considering insurance - this is the booklet you need. It clarifies the legal position on liabilities and outlines what the insurance does and does not cover. It also looks at other means of protecting trustees.

Recruiting and Supporting Black and Minority Ethnic Trustees
By Tesse Akpeki
Pub NCVO ISBN 0 7199 1590 2 £10.00 [£12.96 inc p&p]

Involving Young People: Guide to Board Development
By Tesse Akpeki
Pub NCVO ISBN 0 7199 1588 0 £7.50 [£10.34 inc p&p]

Inducting and Supporting Trustees
By Tesse Akpeki
Pub NCVO ISBN 0 7199 1600 3 £17.50 [£22.99 inc p&p]

Developing Trustee Boards
By Tesse Akpeki
Pub NCVO ISBN 0 7199 1599 6 £20 [£27.19 inc p&p]

Enchancing Trusteeship Through Mentoring
By Tesse Akpeki & Arthur Brown
Pub NCVO ISBN 0 7199 1594 5 £7.50 [£10.22 inc p&p]

The Company Right or Wrong? The Pros and Cons of Incorporation for Charities and Other Voluntary Organisations (Trustee Briefing No. 3)
Pub: NCVO 2nd edition 1997 £4.00 ISBN 0 7199 5126 0 If the company limited by guarantee is being considered as your legal structure, there is excellent information on what protections it offers, the liabilities of those involved, the extra administration and costs, and the loss of privacy. This booklet enables you to make an informed choice. It outlines the choices of legal structure available to the non-profit / charitable organisation, and explains incorporation and limited liability.

Charities and Trading: Law, Accounting and Tax Issues
By Pesh Framjee
Pub: Charities Advisory Trust, 1996, £9.95 ISBN 0 9512940 1 6
Selling the arts is acceptable as a charity, but if your organisation trades in other ways to raise funds then it is vital to be clear about which activities ought to be carried out by the charity and which by a trading subsidiary. Pesh Framjee’s clear, short guide manages to incorporate and explain Inland Revenue, Charity Commissioners and VAT guidance notes and to address all the important areas. It should be read by all charitable arts managers to clarify their organisation’s trading situation and to establish whether professional advice (which it does not attempt to replace) is needed. Review

Setting Chief Executive Officer Remuneration
By Tesse Akpeki
Pub NCVO ISBN 0 7199 1582 1 £12.50 [£15.07 inc p&p]

Interesting material on a particular approach to governance called 'Policy Governance' developed by John Carver in the United States is available on the Carver website www.carvergovernance.com

The Effective Board Checklist

Does your Board have:

  1. A shared knowledge and understanding of the Organisation's aims, history and its current context.
  2. A written role description for Board members.
  3. An annual review of the skills needed on the Board.
  4. A recruitment plan for the Board.
  5. An induction plan and pack for the Board.
  6. A training plan for the Board.
  7. Opportunities for learning about other Board members and building the team.
  8. An understanding of the legal responsibilities of the Board.
  9. A system for involvement of the Board in the planning process including production of the Business Plan.
  10. Appropriate use of meetings.
  11. A system for planning the year's Board meetings.
  12. Appropriate use of sub-committees and working parties.
  13. An understanding of the role of the Chairperson, and other officers.
  14. An understanding of the role of any Representative(s) and good communications to / from other relevant meetings.
  15. An understanding of the Board's role as employer and appropriate systems for the supervision and review/ appraisal of the senior staff member(s).
  16. An appropriate working relationship between the Board, Chairperson and senior staff member(s).
  17. An appropriate working style / ethos for the Board and the Organisation as a whole.
  18. Appropriate information systems for the Board and the Organisation as a whole.
  19. A system for receiving feedback on the Board's performance, with an annual review of its operations.
  20. Effective administration systems for the Board and the Organisation as a whole.

Other Resources

Guidance on the role of Company Directors and the operation of a Company are available from Companies House.
www.companies-house.gov.uk

Guidance on the role of Charity Trustees including the leaflet Responsibilities of Charity Trustees (CC3) is available from The Charity Commission
www.charitycommission.gov.uk    tel: 0870 333 0123  incl.

NCVO's Trustees and Governance Team provides information sheets, guidance, events and networks. See their material at www.ncvo-vol.org.uk/tgt

Governance works is a new organisation dedicated to improving the understanding and quality of governance amongst not for profit organisations mainly in the North East of England and Scotland. See their website www.governance-works.org.uk

The major source of information on Non-Profit Boards in the United States is Boardsource (formerly the national Center for Non-Profit Boards). Their website is www.boardsource.org

Arts and Business 'A&B' run a Board bank, matching business people interested in this role with arts organisations http://www.aandb.org.uk/content/2/page_78.shtml

Business in the Community – Pro Help brokers business / professional people’s involvement voluntary organisations. www.prohelp.org.uk

Directory of Social Change have courses and conferences that are relevant to governance and Directors / Trustees role. www.dsc.org.uk