Thinking about becoming a Director and Charity Trustee?
North Ayrshire Women’s Aid is a Registered Charity and a Company Limited by Guarantee. The Director’s are elected from our membership at the Annual General Meeting which is held annually in September.
As a Director of NAWA you will receive ongoing support as we recognise that it can take time to feel confident in your knowledge of the organisation and your role and responsibilities. New board members will have access to training and a full induction pack.
Outlined below are the duties of Charity Trustees under OSCR regulations (Office of the Scottish Charities Register).
DUTIES OF TRUSTEES UNDER OSCR
- The charity trustees of NAWA are the Board of Directors
- Directors may not give up tasks – they may delegate tasks but may not delegate duties or responsibilities – any and all delegated tasks must be properly supervised
- Trustees share their duties and are equally accountable
- When acting on behalf of the charity, trustees should ensure they are properly authorised to do so
A. Directors have 4 main duties under OSCR regulations
- To act in the interests of the charity
- To ensure the charity operates in a manner consistent with its purposes
- To act with due care and diligence
- To ensure that the charity complies with the Act and with other relevant legislation
- To act in the interests of the charity – trustees are expected to put the interest of the charity before any other organisation or person and deal openly with any conflict of interest
- To ensure the charity operates in a manner consistent with its purposes – activities should further the purposes specific in the governing documents- and assets should not be misused
- To act with due care and diligence – that which it is reasonable to expect of a person managing the affairs of another – ensure the charity is run properly, responsibly and lawfully – apply duty of care to staff – use reasonable business sense when concluding contracts
- To ensure that the charity complies with the Act and with other relevant legislation – company law – employment law-health and safety law-care registration law – data protection law-licensing and entertainment law-equalities law-tax law-property law-insurance law
B. Directors also have more specific responsibilities
- Keeping accurate details on the register
- Annual report to OSCR
- Notify any changes to OSCR
- Keeping financial records and accounting
- Controlling fund raising activities
- Providing information to the public
C. And other general duties
- Must correct any breaches of duties
- Remove anyone who consistently breaches their duty
- Provide information and copies of Constitution if requested – may charge a fee for this
- Take out indemnity insurance – to cover some of the losses caused by trustees
- OSCR will follow up on any complaints or mismanagement and carry out an enquiry. There are consequences if non compliance is found.
What does it mean to be registered as a company?
Charities registered as companies have to comply with company law – as well as charity law. This has implications for the way accounts are presented, annual returns must be made to Companies House (as well as to OSCR), and the names and addresses of directors sent to Companies House to be available to the public.
A company is an enabling legal framework for organisations. It separates the organisation from the individuals involved in it and creates a new entity, the company, which can do business in its own right. For example, a company can enter contracts in its’ own name, own and lease property, sue and be sued and employ staff.
Forming a company can be beneficial in a number of ways:
- It gives additional legal protection to the individuals involved in the organisation, limiting their personal liability for the actions or failure of the company
- It allows for greater stability and continuity, beyond the involvement of the organisation’s founders
- It is a flexible legal framework which can be applied to a wide range of organisational requirements.
NAWA is a Company Limited by Guarantee. In a Company Limited by Guarantee, members contribute a fixed amount to the company’s debts should it become insolvent – often a nominal £1 each – which is the limit of their liability.
What role can I play on the board?
As trustees you can add value to the board in many different ways. These can be considered when identifying skills and attributes. A trustee may act in one or more of the following capacities:
Advisory – providing free expert advice/management expertise
Regulatory – ensuring probity
Democratic – contributing to the resolution of various stakeholder interests.
Educational – providing opportunities for debate, learning and sharing of expertise.
Participatory – engaging users/consumers of services
Networking – being ambassadors, linking to contacts, shaping and influencing others
Involving – motivating skilled volunteers
Visionary – bringing passion to the mission.
Leadership – steering the organisation in the right direction.
Supportive – supporting, valuing, rewarding the Managers.
Time commitment and schedule of meetings
The Board is made up of three sub committees dealing with Human Resources, Finance and Services and Standards. They meet monthly either as a full board, sub – committee or directors only meetings. The meetings last for two hours and some preparation time is required to familiarise yourself with the items on the agenda. Initially there is a time commitment for training purposes and occasionally there are other tasks to undertake.
The Chair of the Directors’ Group can be contacted directly if you have any further questions about becoming a Board Member.
Irene Campbell (Chair) Tel: 01294 829498