3.1 Responsibilities of Directors
As an organisation with professional staff, where directors have a minimum role in the day to day running of the company, St. Brigid’s Day Nursery operates by devolving responsibility for the conduct of its business to a Manager/ Chief Executive. The duties and responsibilities of the Chief Executive are set out in his/her contract and are subject of annual performance reviews. The duties and responsibilities of the directors are set out below.
Directors Duties:
Company director’s responsibilities are wide and diverse. Their legal duties arise primarily from two sources: statue (Acts of the Oireachtas and other legislation e.g., EU Regulations) and common law. Directors’ common law or fiduciary duties can be summarised into three principles:
- Directors must exercise their powers in good faith and in the interests of the company as a whole.
- Directors are not allowed to make an undisclosed profit from their position as directors and must account for any profit that they secretly derive from their position as a director.
- Directors are obliged to carry out their functions with due care, skill and diligence.
Directors’ statutory duties are as follows:
- Duties as a company officer under the Companies Act 2014
- Duties as a Charity Trustee under the Charities Act 2009
- Duty to maintain proper books of account
- Duty to prepare annual accounts
- Duty to have an annual audit performed
- Duty to maintain certain registers and other documents
- Duty to file certain documents with the registrar of companies and the Charity Regulator
- Duty of disclosure of certain personal information
- Duty to convene general meetings of the company
- Duties regarding transactions with the company
- Duties of directors of companies in liquidation and directors of insolvent
The Directors of St. Brigid’s Day Nursery act as a body, and their responsibilities are largely discharged through meetings of the Board, during which there are group discussions. Individual Directors have no authority to bind the organization or act on its behalf unless they have been given delegated authority from the Board.
3.2 Roles of Officers
The following section oultines the roles of the following:
- Chairperson/Vice Chairperson
- Company Secretary
- Treasurer
Chairperson/Vice Chairperson
The role of the Chairperson is to ensure that the Board of Directors fulfils its responsibilities in directing, controlling and managing the organisation. S/he will achieve this by working with the CEO/ Manager directly, the nominated Executive Committee or a small subgroup of the Board. S/he, the Committee or subgroup should be familiar with the ethos and operating principles of the organisation and should know the history of the organisation.
The Chairperson’s role is also responsible for facilitateing the meetings of the management committee. This includes:
- Establishing and maintaining close contact and a good relationship with all members of the Board /committee, especially the other officers.
- Ensuring that members understand the Constitution of the organisation
- Agreeing the agenda, in advance, with the Manager/ Chief Executive and or the Secretary as appropriate.
- Planning and running of meetings including AGM. Please refer to Appendix 6
- Ensuring all the necessary information is made available to committee members
- Ensuring that a discussion is held on agenda items and that everyone has an opportunity to give their views.
- Ensuring that the outcomes of the meeting are agreed and recorded appropriately in a Minute Book
- Ensuring that plans/actions decided on during meetings are implemented. Allocating clear responsibilities and timings for following through to completion the actions that have been agreed.
- Being available to communicate with staff – this is usually done, in the first instance via the CE0/ Manager
- Linking with and supporting the CEO/ Manager on a regular basis
- Ensuring the organisation operates according to the objectives of the organisation and its Action/Strategic Plan.
Company Secretary
The role of company secretary is a very important one, in that it is the only legally required role under the Companies Act 2014. The role can be quite varied and the person appointed to the role may be required to perform duties which are beyond the remit of the standardised job description. The secretary should be available to attend all meetings and is responsible for the following:
- Establishing and maintaining close contact and a good relationship with other members of the Board /committee, especially the chairperson
- Receive all letters and answer them as directed by the Board /committee (some of these tasks may be delegated to the CEO/ Manager
- Organisation of meetings
- Production of agendas and other necessary materials
- Taking of minutes
- Writing up and circulation of minutes
- Management of committee correspondence
- Notifying directors/members of all meetings, in advance and in writing
- Discharge the financial advice and associated functions that would normally be discharged by a Treasurer where this role is not separately designated or filled.
- Carry out the instructions of the directors/committee whether you personally agree with them or not if they have been voted on, agreed and requested to do so.
Treasurer
The Treasurer is responsible for the financial management of the Organisation. This role includes:
- Ensuring that an annual budget is drawn up
- Overseeing the administration of the organisation’s accounts
- Keeping the committee informed of the financial situation of the organisation at each meeting
- Preparing statement of accounts and having them audited by the nominated auditor at the end of the year
- Presenting the accounts at the organisation’s AGM and answering any financial questions
- Representing the Organisation in funding applications, as may be relevant and required
- Ensuring that the money received for a specific purpose is used for that purpose and not anything else
- The day-to-day financial operations are usually carried out by the Manager/ Chief Executive in the organisation overseen by the Treasurer these might include:
- Income and Expenditure Books
- Bank lodgements and withdrawals
- Lodgement of all monies to the appropriate account/s
- Preparation and return of quarterly returns
- Payment of bills and expenses as approved by the directors/committee.
3.3 Other Roles
- The Organisation may appoint relevant sub committees as required.
- Subgroups will have clearly defined terms of reference.
3.4 Qualities and Expectations of a Director
Directors are expected to be:
- Committed to the development of effective, needs based, outcome focused
- Willing to attend all meetings
- Actively involved where required to support St. Brigid’s Day Nursery
- Willing to work as a team
- Prepared to take on responsibility
- Familiar with the Constitution, policies and procedures of St. Brigid’s Day Nursery
- Willing to take part in activities & training to advance the development of the Board
- Promote the work of St. Brigid’s Day Nursery within the community, regionally & nationally when the opportunity arises.
- Confidential in matters relating to the Board at all times.
Following best practice, St. Brigid’s Day Nursery will ensure that Directors on the Board receive a letter of appointment which would include:
- The term of their appointment
- The time they need to give to St. Brigid’s Day Nursery
- Declaring any potential conflicts of interest
- Confidentiality
- A mechanism for evaluating Director’s contribution to the organisation
- Requirement to participate in governance training
- Insurance cover for the organisation’s Directors
- Requirements to sit on sub-committees, if appropriate.
3.5 Role of Members at Meetings
Directors and Members should:
- Prepare for the meeting
- Participate fully in the meeting
- Express opinion clearly and allow others to express theirs
- Be open to the ideas of others
- Accept decisions of the majority
- Help others to participate
- Be supportive of officers
- Follow up on work taken on at a meeting
- Evaluate the group effort
- Help celebrate success!
3.6 Ground Rules for Meetings
- Respect and appreciate the fact that everyone is different and will think differently about things
- Listen to each other
- Only one person should speak at a time
- Do not interrupt the person who is speaking
- If you do feel you need to interrupt, do it through the chair
- Be polite. If you disagree with something concentrate on the thing you are talking about, not the person involved.
- Appreciate that the meeting may need to be moved on at some stages so that everything can be covered
- You are entitled to your opinion, but you should also keep an open mind.
A Board Member can be removed under certain serious circumstances. For example:
- Failure to disclose conflict of interest or conflict of loyalty
- Breech of confidentiality
- Continuously being absent at consecutive meetings
- Failure to perform.
Directors will be communicated with via phone, email or agreed IT platform. In the event of a meeting being cancelled, the Manager/ CEO will notify members of the Board as soon as is practicable by phone/text /email.
3.7 Terminology
The following are some of the most commonly used terms in relation to committee procedures:
- Constitution– the written rules by which the organisation must operate. This is usually adopted by the members at the first AGM. No alteration can be made to this except at a general meeting and with the agreement of two thirds of the voting members.
- Quorum – the minimum number of members, as stated in the above document required to be present at any meeting for the correct and valid conduct of business. The required number of Board Directors for quorum is 4.
- Board of Directors Meeting – this refers to the ordinary meetings of all Directors held at our premises (there are usually 8 such meetings each year). The meeting is taken by the Chairperson. The dates for the meetings are usually scheduled in advance at the end of the year for the next year.
- General Meeting – this is usually referred to in relation to the AGM or if any other meeting needs to be called this is referred to as a Special or Extraordinary General Meeting.
- Agenda – a list of items (circulated prior to the meeting) to be discussed. This includes Minutes, Apologies, Correspondence, etc.
- Minutes – a written record of the meeting, which is held in a minute book with recording of decisions made or proposed and seconded and voted upon recording whether it was carried unanimously or by majority. Also record what action is to be taken and by whom.