Board

Directors have responsibilities as individuals, but they also have responsibilities as a group – the board. The board is all the directors of the corporation, including the chair (if the corporation has one).

Board role

Under the CATSI Act, the board answers to members for the corporation’s performance. The board is responsible for making decisions for the corporation and is accountable for the corporation’s success. 

The board’s responsibilities include:

• making sure the corporation operates according to its rule book and the CATSI Act
• making sure the corporation operates according to other laws that apply to it
• setting the strategic direction for the corporation to achieve its purpose
• overseeing the corporation's finances
• managing the performance of individual directors
• overseeing the performance and remuneration of the CEO
• setting policies for the corporations staff and operations
• managing stakeholders.

Powers

The board has the power to manage the business of the corporation.

For the board to sign, accept, endorse or execute decisions you need most of the board to agree, unless your rule book says otherwise.

Chair of the board

The chairperson has responsibilities with controlling and facilitating corporation meetings. 

Many corporations choose to have a chairperson to perform other functions that are specific to the organisation.

Learn more about the role of the chairperson and appointing one.

Other positions on the board

The chair might appoint a deputy chairperson to assist them and take on duties if the chair is away.

Other positions can include:

• a secretary to ensure the corporation complies with rules and regulations and maintains records
• a treasurer to manage the corporation’s financial affairs, including budgets, accounts and report
• general board members who take part in decision-making and governance.

Board composition

A good board has a mix of talent, skills, experience and personalities. 

Directors are usually members. But corporations can also include directors who have specialist skills and who aren’t members, called an independent director.

Learn more about board composition.

Filling vacancies

Directors can:

• fill casual director vacancies, including office bearers
• appoint someone as a director to make up a quorum. 

The new director’s appointment must be confirmed by resolution at the next general meeting. If it’s not, they stop being a director.

Delegating director powers

Unless the corporation’s rule book says otherwise, directors can make a resolution to delegate any of their powers to:

• a committee of directors
• a director
• an employee of the corporation
• any other person.

For example, the board can hire and delegate the running of the corporation to a chief executive officer.

The delegate must follow the directions of the directors.