Roles & responsibilities

It’s the responsibility of all trustees to ensure that the organisation fulfils its obligations to its regulators, e.g. OSCR, Companies House, the Care Inspectorate, and it should have procedures setting out who will do this, when and how. Regulators commonly require annual accounts and an update and notice of changes to basic organisational information, and usually have strict deadlines. The regulatory burden is likely to increase the larger and more complex your operation becomes. Failure to comply with regulatory requirements can have serious consequences.

Involving service users in the governance and management of your organisation can generate new ideas, challenge assumptions, increase accountability, and help ensure that services are as relevant as possible. Involvement can cover a range of activities, from consultation, through to working in partnership to develop projects or services, right up to service users leading projects, services or organisations. However, there are often many practicalities to be overcome in order to achieve genuine user involvement. It’s important to consider service users’ motivations for getting involved, the support needs they may have, and the barriers they could face. A register of interests policy is a useful tool to help service users understand that they may have different priorities when they are acting as a trustee, and have a legal obligation to put the interests of the charity first.

All trustees collectively have the ultimate responsibility for running a voluntary organisation, for its property, financial policies and procedures, staff and volunteers. They can be personally responsible for what it does, depending on the organisation’s legal structure Trustees can delegate some of their authority (e.g. to staff), but they can never delegate their responsibility.

As responsibility is collective, if there are any legal or financial repercussions from decisions made by the trustees, then all members of that group are legally liable in equal proportion. The behaviour of one trustee is the concern of all the others. If a trustee is absent from a meeting, they are still responsible for decisions made when they were not present. Their absence does not absolve them from responsibility or liability.

Trustees are almost always unpaid as voluntary sector organisations are established for public benefit, and not for personal gain. A common exception is where a trustee is the best person to do a specific piece of work for the organisation, which would in any event be purchased. They may then be paid a one-off fee. Good practice dictates that trustees should not receive any routine remuneration for their time or effort, though of course all out-of-pocket expenses should be reimbursed.

For Scottish charities, payment of trustees is allowed under certain conditions, including:

• the maximum level of payment is written down and agreed
• that this level is reasonable and in the charity’s best interests
• that the charity’s governing document allows such payment
• that only a minority of the trustees receive such payment or are connected with trustees who do.

This would allow employees to join the board of a charity, but is not recommended as it can maximize the potential for conflicts of interest (the employee would theoretically also be their own employer) and is frowned upon by some funders.

The trustees have responsibility for the overall governance and direction of the organisation, and have a duty of care for volunteers and staff. If you have paid staff it’s important to be clear about separate roles and responsibilities, and legal liabilities. There should be policies and procedures on delegated decision-making and tasks. Some tasks should never be delegated to staff, eg: the recruitment, support, supervision and appraisal of your lead employee, final decisions on key staffing issues such as disciplinary and grievance procedures. Trustees have key legal obligations including:

• ensuring employees receive written terms of employment
• consulting with employees with regard to redundancies, mergers and health and safety
• ensuring employee liability insurance is in place.

This would allow employees to join the board of a charity, but is not recommended as it can maximize the potential for conflicts of interest (the employee would theoretically also be their own employer) and is frowned upon by some funders.

The lines between governance and management are easily blurred, particularly for organisations without paid staff. But the broad difference is that governance is about strategy, and management is about operations.

The Chair or Convener has a leadership role and is usually delegated the line-management of the chief executive on its behalf. Key duties can include:

• preparing agendas for the meeting in consultation with the staff and other trustees
• ensuring meetings are run efficiently, and discussion and decision-making is democratic and fully participative
• holding the casting vote in the event of a split decision
• ensuring that AGMs and EGMs are carried out according to the governing document.

The Chair may also represent the organisation at external events and meetings, act as a cheque signatory, and take part in staff recruitment. Many organisations also appoint a Vice-Chair to share the workload and deputise for the Chair.

It’s important that all trustees collectively play their part in financial monitoring and decision making. The treasurer’s primary role is to assist and advise the board in overseeing the finances (download sample financial policies and procedures), even if paid staff deal with much of the day-to-day financial business. Some of the tasks can include:

• controlling and accounting for the organisation’s finances
• issuing receipts for cash received, keeping records of cash paid out, and being a counter signatory to any major banking transaction
• overseeing bookkeeping
• presenting financial reports, raising issues and answering questions at regular meetings and the AGM
• liaising with the auditors or financial examiners for the annual review of accounts
• ensuring statutory returns are made to any relevant regulators.

The Secretary can be responsible for many specific tasks, some of which will be regular practical administrative duties of paid staff in larger organisations. These can include:

• convening meetings and booking rooms
• dealing with correspondence and being a cheque signatory
• preparing agendas for meetings (in consultation with the Chair)
• taking the minutes of meetings and ensuring back-up information is available where required.

Unless your governing document states it as a requirement, you no longer have to have a company secretary under company law. The position of a ‘company secretary’ has a specific legal meaning, and is responsible for ensuring that regulations are complied with. Their duties include:

• preparing paperwork for meetings
• overseeing procedures for the operation of the board (eg organising the AGM)
• providing the Registrar of Companies with required information eg financial returns, changes in directors, and notification of where the organisation’s records are kept.

The company secretary doesn’t have to be a board or staff member, or anyone directly connected to the organisation. If a board member is the company secretary they retain all the normal rights and responsibilities of a director – including the right to make decisions and vote at board meetings. If a member of the company is the company secretary they retain the normal rights and responsibilities of membership including the right to vote at general meetings. If the secretary is someone else, e.g., a staff member, the position does not automatically make them a member of the board, or a member of the organisation, and they have none of the rights or responsibilities of either.