There are no specific legal responsibilities for the chair other than those that apply to directors and trustees generally. There may be additional responsibilities for the role that are contained in the governing document
Chairs of third sector organisations are advised to join the Association of Chairs; this organisation supports chairs to lead their boards effectively. The association offers a peer network; seminars; resources; research; a voice for chairs and an E newsletter. www.associationofchairs.org.uk
Qualities in a chair
- Commitment to the charity’s purposes
- Independent judgement
- Creative thinking
- Leadership skills
- Decision making abilities
- Fair minded
- Diplomatic and tactful
- Oral communication skills
- Respects confidentialities
- Inspires trust
- Team player
The job of the Chair is to….
- Ensure that the charity complies with the governing document and with the law
- Ensure that the charity only works within its objects
- Provide strategic direction and leadership
- Line manage the Chief Executive (if there is a role such as this)
- Ensure the board functions well
- Plan the annual cycle of board meetings (usually with secretary)
- Prepare the agenda for the board meetings with the secretary
- Chair board meetings, the annual general meeting and any other meetings of the charity.
- Represent the charity and speak on its behalf
- Have an overview of the charity and its work
- Support and encourage trustees
- Ensure decisions are implemented
- Understand the roles of the secretary and treasurer
Before a meeting the chair should...
- Check that the actions from previous meeting have been progressed
- Prepare the agenda ( with the secretary if applicable)
- Prioritise agenda items
- Allocate time for each item
- Be clear about the purpose of the meeting and the possible implications of each agenda item
- Be clear about what decisions have to be made
- Make sure that everyone has the relevant information well before the date of the meeting. Send out the proposed agenda and background information in advance and in accordance with the requirements contained in the governing document. Those who cannot attend will have time to feed their views about important decisions to the chair
At a meeting the chair should...
- Have a copy of the charity’s governing document
- Ensure that the chair and secretary sit side by side
- Arrive early
- Start the meeting on time and clock watch thereafter-the meeting should begin and end on time
- Ensure that a quorum is present before the business begins
- Make sure introductions are made
- Set the tone of being friendly but business like
- Ensure that trustees understand the structure of the meeting, as well as what is being discussed and why
- Explain points and items where necessary
- Ensure that all members know exactly what they are voting for or against and what has been decided
- Be prepared to alter the order of the agenda, or how an item is handled, if the trustees so wish
- Regularly sum up what has been decided and check that everyone is in agreement
- Ask a trustee to clarify what they are saying if other people do not appear to understand
- Discourage separate discussions by small groups within the meeting
- Discourage dominant trustees from taking over
- Make sure everyone has the chance to speak
- Encourage the expression of ideas and discussions, but try to prevent conflict
- Try to end on a positive note
The chair has to perform two tasks:
- Make sure that the business of a meeting is completed.
- Help trustees to work together so that they leave the meeting feeling that something has been achieved.
The chair should be able to:
- Listen dispassionately; if you need to express an opinion-make it clear that you are doing so and then resume independent chairing
- Clarify and explain
- Lead and control
- Involve trustees , and give everyone a chance to contribute
- Maintain a balance between getting the business done and making sure trustees’ needs are met (how is everyone feeling?)
- Be patient – it takes time before people really start working together in a productive way
- be objective and unbiased
- Be formal when appropriate
- Avoid speaking too much
- Draw out the shy and retiring
- Delegate tasks fairly
After a meeting
- The chair should think about the meeting and how any improvements could be made for next time.
- Minutes should be sent out promptly and this is usually the task of the secretary
The chair of a registered charity is the person who makes sure that things get done.
The chair is not the person who does everything!
All decisions are taken collectively.
Because one of the duties of the chair is to understand the role of the secretary and that of the treasurer these roles are also detailed on the Chairs' page
The job of the Secretary is to...
Prepare the agenda with the chair
Produce and circulate the agenda
Ensure that appropriate information is obtained for committee members before the meeting
Take, write and circulate minutes
After meetings, to inform trustees who were absent of any action they need to take
Maintain the membership list
Receive correspondence and report about it to the trustee board
Write correspondence on behalf of the charity. To be signed by the chair.
Keep the charity’s governing document
Keep copies of minutes and other records
Produce a written annual report
Ensure the charity has adequate insurance
Ensure that necessary documents are completed and required returns made to regulating bodies.
Note: If you are the chair of a Company Limited by Guarantee your charitable company may have a company secretary. If this is the case then the duties of the company secretary would include the duties listed under secretary and
Maintain statutory registers of : directors; directors’ residential addresses; secretaries; debenture holders (if any) interests; charges (if any)
Signed minutes of all meetings; copies of any resolutions; copies of any documents filed at Companies House; the original incorporation certificate; any change of name certificate; the incorporation papers; the current articles of association (and any previous versions)
Copies of any documents creating charges or mortgages
Completing and filing statutory forms
Filing with the charity commission
The chair should also be mindful that the company secretary who may be an employee and may have no say in the company’s decisions is an officer for the purposes of company law and can be held liable in the same way as a director for breach of company law duties.
The job of the Treasurer is to...
1. Keep accurate, up to date financial records
2. Produce end of year accounts or arrange for these to be completed and externally examined, in line with statutory requirements, and the charity’s governing document
3. Communicate with the bank, including ensuring that bank statements are regularly received and kept safely and that cheque signatory mandates are kept up to date
4. Check bank statements and reconcile them with the cash book and the current account record on a regular basis
5. Ensure that understandable systems are in place and operated by all trustees/staff/volunteers
6. Ensure that all bills are paid promptly and all income is banked on a regular basis
7. Report regularly to the trustees on the financial situation
8. Be able to give an accurate picture of the charity’s financial situation at any given time
9. Report to the annual general meeting on the end of the year accounts
10. Prepare an annual budget for the trustees
11. Ensure that funds are being spent in accordance with the charity’s objects and that money given for specific purpose can be seen to have been used correctly
12. Keep an inventory of equipment
Although the treasurer is responsible for preparing a draft budget and reporting regularly to the trustees about the state of the finances,
It is the responsibility of the Trustees to...
- Agree the budget
- Make decisions about allocating money
- Make grant applications (though the treasurer should be involved in this re budgets)