Can a board operate without a chair?

Dear Agony Uncle,

Can a board operate without a chair or vice-chair? Are there key executive roles that must, by law, be filled, such as the treasurer and secretary roles? I work with lots of committees of management, and it is a question that continually arises, but I can’t seem to find the answer.

Agony Uncle's answer

The Victorian Associations Incorporation Reform Act 2012 mentions only the secretary. So as you're a Victorian, the answer is that as an association you're legally free to suggest any governance system you want (provided you get it through the regulator when you sign in). If you want "an anarcho-syndicalist commune [where] ... we take it in turns to act as a sort of executive officer for the week ... but all the decisions of that officer have to be ratified at a special biweekly meeting ... by a simple majority in the case of purely internal affairs ... but by a two-thirds majority in the case of more" as in Monty Python, that's fine. Except that you do have to have a secretary, because that's your government contact (among other things).

That said, your constitution is almost certainly going to have something to say about the board membership, and that's also binding, so if it mentions specific positions then yes, you have to have them. It's just possible that you only elect ordinary members and have them select their own officebearers – indeed, that's what we would recommend if you're starting from scratch – but it's rare, because it's not in the Model Rules.

That said, I find it hard to see how a group could actually function in a meeting without some sort of chair to handle the proceedings. You could have the meeting elect a chair at the beginning of each meeting, rather than a standing position, but someone has to say who's entitled to vote, who's called to speak, what's a valid motion, and things like that. We have helpsheets, and a book, if you want to go into it more deeply.

And you do have to have a secretary. You could, I suppose, have someone not on the board take over the treasurer's duties, but I rather think you'd then want them to be so closely associated with the board that they might as well be on it. A vice-chair is pretty dispensible most of the time, but can be handy (and can be a chair-in-training for the next time the role comes up).

Best wishes,
Agony Uncle.