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What are boards?

All incorporated Australian organisations are required by law to appoint a governing body, which serves as the organisation's highest authority. Even those not required by law will usually put in place an overseeing body to guide the community group's vision and directions.

In Australia, these governing bodies are known by a variety of names including:

  • Boards of Management (comprising board members or directors)
  • Committees of Management (comprising committee members)
  • Governing Councils (comprising councillors)
  • Trusts (comprising trustees)
  • Other variations.

In our help sheets, we use the term "board" to describe any and all of these bodies – in practice, and legally, they are the same thing.

The board's job is to provide purpose, leadership and overall strategy. It must ensure the community group's finances are sound, its operations are legal, and its procedures work.

Aside from this, a board is really defined by what it does.

In a small community group with no staff or volunteers (other than the board members) the board might be responsible for doing everything from operating the barbecue at a sausage sizzle to organising a fundraising strategy and making sure the budget balances.

In a larger organisation, the board will generally have a more "hands off" role, with an emphasis on direction-setting and monitoring. In these cases, the board is there to govern, not manage. It is more about directing than doing. The day-to-day management is carried out by staff.

Boards of incorporated bodies are given legal authority and responsibility to develop and oversee policies and practices to:

  • Keep the organisation true to its mission;
  • Responsibly and ethically manage its finances;
  • Safeguard its assets; and
  • Operate in the public interest.

The constitution

Incorporation also requires that community groups have a constitution (also sometimes known as articles of incorporation, articles of association or rules). The constitution is one of the board's most important documents. It spells out:

  • The board's power boundaries;
  • How the board must be set up;
  • How many members it should have;
  • Which office bearers are required and how they should be elected or appointed;
  • How members should be elected or appointed, and procedures to fill irregular vacancies;
  • Length of board member terms;
  • Office bearers' roles and responsibilities;
  • Procedures for removing board members; and,
  • Meeting requirements, including rules and procedures.

Further information about board constitutions is available in the Navigating the key documents help sheet.

Board types

There is no best way or correct model for running a board – it will depend on the field your community group is in, what type of work it does and the stage of the group's development.

Most groups start small, perhaps with an all-volunteer workforce and no paid staff. In this case there's no question of separating governance from administration – the treasurer not only has to work out broad policy but also does the banking and handles the accounts.

As the organisation grows and can afford to hire employees, the role of the board changes, pulling back from actual administration to policy and oversight. In large organisations, the board can be even further removed from the day-to-day operations, working almost entirely from papers prepared by the administration.

There are also special cases involving non-standard boards that may operate under the same kinds of constitution, but which nonetheless see their duties differently. These different kinds of boards include:

  • Boards in a support role – where board members are there to support the founder of the organisation, say, or a charismatic leader like Mother Teresa, or a respected expert like Fred Hollows. These boards raise funds, or provide advice, or add skills, but they basically take their lead from the founder and do not expect to make radical changes against his or her will.
  • Advisory boards – An advisory board does not have any formal legal responsibilities but is instead appointed to provide advice and support, often in specific areas such as fundraising or on particular technical matters relevant to the group. Some American organisations have both ordinary boards and advisory boards, but they are less common in Australia.

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