Position Description – Board Member of the West End Music and Dance Teachers’ Cooperative Ltd
N.B. These positions are voluntary positions with no remuneration paid to any Board Member
- Moral and Ethical Duties of Directors
Directors and officers of cooperatives have certain obligations and duties under the Cooperatives Act (1996) and the Corporations Act (2001). These include:
- Acting honestly: Theft or misuse of cooperative funds and property is a serious offence, as is taking decisions knowing they could be harmful to the cooperative’s interests;
- Acting with Care and Diligence: Directors should be adequately informed (seeking professional advice if necessary), active at board meetings in response to directors’ proposals and their effects on the cooperative, and aware of management direction;
- Not disclosing or misusing inside or confidential information: Officers and employees (or former officers and employees) must not use their position to harm the cooperative, or to gain advantage for themselves or someone else. Additionally, Directors must disclose any conflict between personal interest and duty as a director. If such a conflict of interest occurs, the director must not be present when the matter is discussed and decided by the board (unless the board agrees otherwise).
- Develop basic guidelines for the control of business activities;
- Appoint, supervise and remove employees, and determine their pay and position description;
- Call special meetings when necessary or when members request;
- Approve general business arrangements, such as entering into contracts with distributors or suppliers;
- Settle arrangements for handling funds and designate people who may sign cheques or borrow funds for any legal and approved purpose;
- Maintain an adequate bookkeeping system, and organise regular financial reports and audits;
- Appoint someone to keep board meeting minutes;
- Ensure the organisation establishes and maintains systems of internal control, and supervision and safe custody of appropriate documents;
- Exercise prudent decision-making regarding the cooperative´s debt level ;
- Be loyal and honest, and act in good faith;
- Declare any interest in proposed contract;
- Exercise a reasonable degree of care and diligence ensure the cooperative pays its debts on time to prevent insolvent trading.
Director’s responsibilities to members include:
- Serve to the best of their ability and capacity;
- Impartially represent members´ interests; and
- Select appropriate staff and oversee activities without unnecessary interference.
Directors will, in conjunction with Operational Staff:
- Adopt policies and procedures along sound business lines, after studying and analysing available facts and ensuring they are compatible with the organisation’s objectives;
- Use adequate checks to ensure that employed staff and voluntary officers, the secretary, manager and treasurer conform to cooperative policies
- Study operating results to determine whether they should continue, change or drop policies;
- Take active steps to fully inform members of the organisation’s activities and problems;
- Take care with individual members’ private and confidential business;
- Provide high-quality, reliable service that puts members’ interests first.
- Purposes of the Positions
The West End Music and Dance Teachers’ Cooperative Limited Board of Directors will provide strategic direction and oversee operations of West End Music and Dance Teachers’ Cooperative Limited. The structure of the Board of Directors is based on key functions and consists of five members elected by the Cooperative on the basis of their knowledge, experience and skills set. The elected Directors are not necessarily from a geographical boundary but should provide a good mix of expertise and are elected on merit. Where appropriate, the Board will establish committees to advise on specific issues within the cooperative. These committees will be provided with a Terms of Reference including powers as determined by the Board. All Board of Director positions are honorary, no meeting or other payments shall apply.
- Term of Position
All Board appointments are 1 year. Retirement and reelection are governed by the Cooperative Rules.
- Specific Duties and Responsibilities
The Board of Directors are required to comply with both common law duties and statutory duties imposed by the Cooperatives Act and the Corporations Act. The role of the Board of Directors and its members is to give direction to the cooperative and to accept initial responsibility for its management. It is not a Board member’s role to take part in the day to day management of the Cooperative, the Board will be strategic and not directly concerned with operational issues.
Collective responsibilities will be:
- Strategic direction/planning – develop mission, vision and Key Result Areas, approve operational plan
- Policy – approve and monitor policy, develop governance policy
- Accountability – set performance management expectations for West End Music and Dance Teachers Cooperative Limited, monitor performance, monitor financial performance
- Risk Management – monitor appropriate risk management strategies
- Legal – Constitution (In conjunction with the Office of Fair Trading & Australian Tax Office)
- Performance Review – Set and monitor performance of employees
- Governance of West End Music & Dance Teachers’ Cooperative Limited – in accordance with policy and procedure and within the operational limits set by the position description.