5. The Foundation's Board of Directors
Composition and Role of the Board
5.1 How is the Board of the Foundation made up?
There can be up to eleven directors. Full members elect eight, associate members elect one and the remaining two can be filled by appointment (or 'co-opted').
5.2 What is the role of the Board?
To govern the Foundation in the interests of the Foundation and its members.
5.3 Does the Board publish a statement of its policies and how can I obtain a copy?
Yes. You can request, in writing, a copy from the registered office of the Foundation.
5.4 Who is responsible for the day-to-day management of the Foundation?
The chief executive officer (CEO).
The Role of Directors
5.5 What is the role of the Board of Directors?
- Make and administer policies that pursue the objectives and protect the interests of the Foundation and its members.
- Direct and supervise the management of the Foundation and its activities and affairs.
- Control the Foundation's funds.
5.6 Who is eligible to become a director of the Foundation?
Anyone, including non-members, unless he or she is:
- Under 18 years of age.
- An undischarged bankrupt.
- Prohibited from being a director under the provisions of the Companies Act 1993.
- Subject to a property order made under the provisions of the Protection of Personal and Property Rights Act 1988.
- Subject to a compulsory treatment order made under Part II of the Mental Health (Compulsory Assessment and Treatment) Act 1992, or
- Has been convicted of a crime involving dishonesty as defined in section 2(1) of the Crimes Act 1961, unless that conviction is more than 10 years old.
5.7 What qualities are expected of directors?
- They must exercise the same standard of skill, diligence and care as any prudent business person.
- They must act in good faith and in what they think to be the best interests of the Foundation.
5.8 Can a director be disqualified from serving on the Board?
Yes.
5.9 Can directors take advice from other people or organisations when making decisions?
Yes.
5.10 How long do directors hold office?
Each term of office is three years, although directors may stand for re-election when their term ends. Co-opted directors must stand down after a maximum of six years.
5.11 Are directors paid to serve on the Board?
No, unless this is authorised by members at a meeting of members.
5.12 Do directors receive payment of expenses?
Yes. Directors can be reimbursed for normal travel, accommodation and other expenses.
Electing Directors
5.13 How are directors elected to the Board?
Candidates put themselves forward and if the number of candidates exceeds the positions available an election is held. Otherwise all nominees are appointed.
5.14 Who is entitled to vote in Board elections for directors?
Full members elect the directors who fill the eight general seats and associate members elect their own board member.
5.15 How is a person nominated for a board seat?
By being nominated by a full member or an associate member for the associate seat, completing the nomination form and sending it to the Foundation within the specified time.
5.16 How do Board elections take place?
By postal ballot.
5.17 How are the results of a Board election announced?
The returning officer advises the chairperson of the result. It is then noted in the minutes and members are advised.
5.18 What happens if a seat on the Board becomes vacant between elections?
The Board keeps a list of unsuccessful candidates from the last election. If a vacancy occurs between elections the unsuccessful candidate who received the highest number of votes is invited to join the board. If this person is unavailable, the person with the next highest number of votes is approached, and so on until a new member is appointed.
Co-opting Directors
5.19 Can the Board invite individuals to join the Board?
Yes. If the elected Board identify skills gaps they may co-opt up to two more Board members
Director's Conflict of Interest
5.20 What happens if a director has a personal financial interest in some business of the Foundation?
Directors must advise the Board if they have a personal financial interest in a Board transaction. If the Board believes there is a conflict of interest, the Board member will not take part in decisions relating to the area of conflict.