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Roles on the board

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From a chair to a treasurer, we explore the roles on a trustee board and the possible duties to be undertaken.

Roles on a trustee board: Chair, treasurer, secretaries and honorary officers

Trustees share formal responsibility for the charity and must act in its best interests, regardless of how they are elected or appointed.

Some trustees may take on specific roles on the board, such as chair, vice-chair, secretary and treasurer.

NCVO members can access sample role descriptions for a trustee, chair, secretarty and treasurer in the tools and resources section

The role of the chair on a trustee board

The chair is a trustee with a specific role on the board. The chair is elected or appointed to this role as set out in the charity’s governing document. The role of the chair is to chair meetings of the trustee board. 

Some chairs take on a number of additional roles. The chair can only take on these additional roles if they have been authorised to do so. This authorisation might be set out in the governing document or related procedure, or agreed by the other trustees in a role description or some other document.

Additional roles of the chair sometimes include:

  • supporting and supervising the head of staff or chief executive and acting as a channel of communication between board and staff
  • acting as a figurehead for the charity (for example, representing it at functions, meetings or in the press).
  • leading on the development of the board and ensuring its decisions are implemented.
  • taking urgent action (but not decision making unless authorised) between board meetings when it isn’t possible or practical to hold a meeting.

The roles above are not exclusively roles of the chair. For example, in some charities the development of the board might be led by another trustee; in others, the charity’s press spokesperson might be a member of staff.

Vice-chair

Some boards have the specific role vice-chair the trustee board. The vice-chair is elected or appointed to this role as set out in the charity’s governing document.

The vice-chair’s role varies from charity to charity. In some charities the vice-chair acts as a deputy for the chair, taking on the chair’s role when the chair is absent. In others the vice-chair is the ‘chair in waiting’ or ‘chair designate’ and will take over the chair’s role in the future.

The vice-chair can only take on specific roles if they have been authorised to do so. This authorisation might be set out in the governing document or related procedure, or agreed by the other trustees in a role description or some other document.

Support for chairs and vice-chairs

The Association of Chairs offers support and networking for the chairs and vice-chairs of nonprofit boards. Their Chairs Compass guide aims to help chairs to find and maintain direction, to map the terrain they are likely to encounter, and to provide them with helpful signposts.

They have also produced A Question of Balance – a guide to the chair and chief executive relationship.

Treasurer

The treasurer is a trustee with a specific role on the board. The treasurer is elected or appointed to this role as set out in the charity’s governing document. 

The treasurer can only take on specific duties if they have been authorised to do so. This authorisation might be set out in the governing document or related procedure, or agreed by the other trustees in a role description or some other document.

Generally the treasurer helps trustees carry out their financial responsibilities. They might do this by:

  • presenting financial reports to the board in a format that helps the board understand the charity’s financial position
  • advising the board on how to carry out its financial responsibilities
  • liasing with professional advisors
  • overseeing the preparation and scrutiny of annual accounts
  • (in small charities) taking on some or all day to day financial duties, such as book-keeping, budgeting and preparation of reports.

The work of the treasurer can vary significantly from charity to charity and in particular between small and large charities. Many guides exist to assist treasurers of different types and sizes of charity understand and carry out their role.

Support for treasurers

The Honorary Treasurers Forum offers support and networking for those who take the role of Treasurer on nonprofit boards. They publish the free Honorary Treasurer's Handbook. The Forum also run regular meetings, provide updates and briefings, carry out research and produce other helpful publications.

Secretaries

The secretary is a trustee with a specific role on the board. The secretary is elected or appointed to this role as set out in the charity’s governing document.

The trustee appointed or elected to be secretary can only take on specific duties if they have been authorised to do so. This authorisation might be set out in the governing document or related procedure, or agreed by the other trustees in a role description or some other document.

The role of secretary varies significantly from charity to charity.

In large charities it is common for many secretarial duties such as organising and minuting board meetings to be undertaken by employees. So in this case, the honorary secretary’s only role might be to take minutes of confidential sections of meetings where employees are not present.

In small charities, the honorary secretary might take on a number of administrative duties to support the board – one of the most important being to take minutes of board meetings.

The honorary secretary is different from the company secretary.

Company secretary

Many companies limited by guarantee appoint a company secretary. The company secretary’s role is generally to ensure that the charity complies with the requirements of company law.

Company secretaries may also execute legal documents for the charity of authorised by the board.

It is no longer a legal requirement to appoint a company secretary unless the governing document specifically requires one. However, charitable companies can consider amending their governing document to remove the requirement.

In charitable companies employing staff, the role of company secretary is commonly assigned to a member of staff.

Where there is a company secretary, it might not be necessary to appoint an honorary secretary.

Honorary officers

Many trustee boards find it useful to have honorary officers to help prepare board meetings, take on specific roles at meetings or deal with matters in between board meetings (for example, acting as a link between board and staff).

Honorary officers might be appointed by the board, elected by the charity’s membership or appointed in some other way, as set out in the charity’s governing document or a related procedure.

All trustees take equal and shared responsibility for the charity’s work as a whole. Honorary officers should avoid creating an ‘inner group’ that excludes other trustees from decision making.

Honorary officers can only carry out specific aspects of the charity’s business if they are authorised to do so. This authorisation might be given by the other trustees and/or set out in the governing document.

Unless honorary officers have explicit decision-making powers, they must act collectively with other trustees in making decisions.

Patrons and presidents

Patrons, presidents or vice-presidents are usually people who lend support to a charity by taking on a high profile figurehead role. They may have specific duties such as the chairing of an Annual General Meeting.

Presidents are not trustees, unless the governing document clearly states otherwise (for example, some organisations use the term ‘president’ to refer to the chair of the trustee board).

To avoid any confusion, the role of a patron or president and the limits to their authority should be set out clearly in writing. Some organisations also ask that a code of conduct is observed.

Find out more

    • If you’re a trustee or work with a governance board you may be interested in the NCVO/BWB Trustee Conference in November. It’s the leading annual event for charity trustees, and provides essential legal and regulatory updates on governance as well as practical tools and guidance in a range of expert-led breakout sessions. 
  • Better Communication = Better Governance looks at the board's role in effective communication, offering checklists, model documents and case studies to help your board improve in this crucial area.
  • The Sustainable Funding for Trustees guide from sets out clear and accessible guidance to support trustees in their roles and responsibilities for financial sustainability.
Page last edited Jul 30, 2018

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