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Before you join a Board ... ask these questions.
23 Jun 2017 Post by: Steven Moe , Kris Morrison

Frequently asked questions for Board nominees

Making the decision to join the board of a charity or trust or social enterprise is often a choice which is made without much information.  Often this is simply because the person who may become a trustee is not sure what sort of questions it is that they might want to consider asking.  Below we have set out some of the points which you may want to raise prior to agreeing to join a board.

Do you think there are too many questions?  Others you think we have missed off?  Email Steven at stevenmoe@parryfield.com and let us know so it can be improved for others!

This list originated from the first Legal Mashup we held in early May as it was something that people who came along were asking about.  Obviously whether or not the questions are relevant or not will depend on the particular situation of the entity - so bear in mind and be aware that one that is in start-up phase will have completely different answers to one that has been going for 5 years...

While we wrote this with a social enterprise or charity in mind many of these questions would be equally applicable in other contexts such as joining a board of directors.

Before joining the Board I would like to ask for your responses to the following questions:

  1. A copy of the Trust Deed/Constitution can be accessed _____________________________.
  2. The purposes of the Trust/Social Enterprise are _____________________________.  Any differences in actual activities (compared to the purposes) are ___________________________.
  3. Our plans for the future include _____________________________.  Major projects on at present are  _______________  Any activities overseas?
  4. There is an indemnity for board members contained in the Trust Deed/Constitution:  Yes / No.  We have taken out insurance for board members:  Yes / No.  What insurance is in place generally particularly if holding events?
  5. Potential liability can result from the following key risk areas (eg health & safety): _______________________.
  6. Our meetings are:  monthly / quarterly  / half-yearly.   In addition to scheduled meetings we also expect board members to _____________________________.
  7. What is the management structure?  How does self-governance work for board members eg compulsory retirement after 3 years?
  8. What is the legal entity of the organisation (eg Incorporated Society, Company, Charitable Trust)?  Does it have charitable status?
  9. Are the financial statements available to view? Are they audited or reviewed by an accountant?
  10. For verbal discussion rather than in writing: Any employment disputes in last 3 years? Describe.  Any third party disputes over provision of services in last few years?

We hope that this list is helpful for those who may be wondering about what topics they should be thinking through before joining a board.  You could print this page and give it to your contact to run through the answers with you.  Our intention is that it helps all those involved (both current trustees and the new trustee) to ensure there is clear communication from the outset regarding expectations, plans and the status of the organisation.  If you are already on a trust then it might also trigger some thoughts for you about whether you need to undertake a strategic review to ensure you have clear answers to some of those questions.


This article is not a substitute for legal advice and you should talk to a lawyer about your specific situation. 
Reproduction is permitted with prior approval and credit being given back to the source. Contact Steven Moe at stevenmoe@parryfield.com to request this or for any other questions.
Copyright © Parry Field Lawyers 2017.

 

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