What is the role of the board in a membership organisation?
What do we mean by a membership organisation?
- All companies and incorporated charities must have at least one member and one director (or trustee).
- Often the directors (or trustees) are also the voting members; the same individuals wearing two different hats.
- Where there is a wider voting membership, i.e. persons that are not also directors or trustees, this may be referred to as a membership organisation. (In some organisations, there also other types of informal or associate members who do not have voting rights, such as for a ‘Friends Group’. These are not legal members for the purposes of this chapter.)
- The board is appointed by the members of a membership organisation. The members delegate setting the strategic direction of the organisation to the board, so that it can deal with day to day matters on the members’ behalf.
- Decisions on non day-to-day matters, including changing the constitution or closing the organisation, are reserved for the membership. Members normally have the right to call and attend general meetings, which may include receiving reports from the board, as well as appointing or dismissing members of the board.
- That said, members cannot bind a board to do something which is not permitted by the charity’s governing document or would be a breach of trustee/directors’ duties.
