Director (board member)

Job Description

Adopted 18th July 2010

As a director of the Autscape organisation you will make a positive contribution towards the functioning of Autscape, using your strengths alongside other peoples’ differing strengths for the best interests of Autscape.

As a charitable company the board of directors have overall responsibility for the direction Autscape takes and ensures it is compliant with company and charity law. This is the governance side of the work but the board are also responsible for various committees and mailing lists and work closely with the Autscape conference organising committee and any other event organising committees.

The Autscape board does not just make decisions about Autscape, board members are also the volunteers who actually carry out virtually all the necessary work involved. So, being on the board means making a significant commitment of time to putting in some work throughout the year, although for some positions the demand can vary.

The work involved can be expected to require at least 1 hour per week and often considerably more.

For the first year an inexperienced director will be expected to learn about Autscape, contribute to discussions and make decisions on proposals. They will be given roles that are within their capabilities in an area that interests them. They will have the support of other directors and as they gain experience they will become more active and independent into the second and third years.

Throughout the year you will need to:

• Read the board email list regularly joining in general discussions and vote online as appropriate;
• be able and willing to put in a counter opinion even when you are a sole voice if you believe that is best for the company;
• attend online monthly meetings regularly (usually 2 hours max), having read relevant documents in advance;
• volunteer to take responsibility for tasks suited to your ability;
• take responsibility for some of the less interesting tasks if they are within your ability;
• develop and maintain a general understanding of some areas of Autscape’s work and be proactive in seeking out information and working out what needs to be done within those areas to achieve Autscape’s goals;
• carry out tasks you are responsible for effectively and reasonably efficiently, delegating tasks and updating the committee on progress or difficulties (inertia is understood and allowances made, but you will need to have sufficient support to be able to carry out some tasks effectively and must be able to alert others when you can’t complete a task);

Note: whilst inertia is understood and allowances made, as a charitable company we are legally obliged to meet certain deadlines and it is important that any tasks of this nature are completed in time. Therefore you will need to have sufficient support to be able to carry out some tasks effectively and must be able to alert others when you can’t complete a task. It is more important that a task is passed on than a director feeling overwhelmed or obliged to complete a task themselves.

During the Autscape conference you will expect to:

• attend board meetings if they are called;
• attend the Annual General Meeting

Note: being on the Autscape board does not necessarily mean you will be part of the organising committee so you will not be expected to have any duties in this regard. Organising committee members are not only volunteers, they are chosen for their skills. However, we are a small group so as a board member at Autscape you may be called upon for information or advice if you have specific knowledge or responsibility for something and a situation arises whereby somebody would benefit from that information, advice or knowledge.

As a director you will also be expected to:

• Be able to put aside personal preferences and feelings and act impartially for the benefit of Autscape as a whole;
• be receptive to feedback from others, develop an accurate assessment of your own abilities and learn new skills (appropriate to your own abilities and interests).

It may seem like an extraordinary level of commitment but throughout the year the vast majority of the work takes places via email. If you can read, absorb and respond to emails fairly easily and are sufficiently interested in making Autscape work, as well as having some spare time to do the work, you should find being a director fulfilling, rewarding and not too difficult. However, if you are unable to make the necessary degree of commitment, please consider becoming involved in other ways.

Legal responsibilities

Being a director does involve some formal responsibilities. These are¹:

1. To act within the powers set out for directors in Autscape’s governing documents
2. To promote Autscape’s success
3. To exercise independent judgment
4. To exercise reasonable care, skill and diligence
5. To avoid conflicts of interest²
6. Not to accept benefits from third parties³
7. To ensure that Autscape’s annual accounts are provided to Companies House by nine months after the end of the financial year⁴

   As Autscape is⁵ a Charitable Company, all directors are also charity trustees. This means that all directors also have the following responsibilities:

8. To act with integrity;
9. To ensure that Autscape complies with necessary legislation and regulations, including abiding by the rules set out in our governing documents;
10. To ensure that Autscape remains true to its charitable aims and is effectively and efficiently managed;
11. To ensure that Autscape’s money and property are used only for charitable purposes consistent with Autscape’s objectives and are invested, managed and kept secure and that the organisation is kept financially stable;
12. To ensure that the good name and values of Autscape are safeguarded;
13. To consider getting external professional advice on all matters where there may be material risk to the charity, or where the trustees may be in breach of their duties.

More detailed guidance on the responsibilities of charitable trustees is available from the Charity Commission. Please note that directors are not required to have expert knowledge of all these areas, just to be willing to ask questions, learn, seek expert advice as necessary and act responsibly.

Footnotes

1. Companies Act 2006
2. This means that, as far as possible, directors should avoid situations where they are involved in making decisions for Autscape about issues which would have a substantial effect on them personally or on another organisation they are involved in. Directors are always required to tell the committee about any situations where this might be the case, e.g. if a director’s family was involved in running one of the venues Autscape was considering.
3. This means that directors may not accept money, presents, discounts or anything similar from people or groups which Autscape deals with.
4. All directors are required to share this responsibility and are liable to a fine if it is not met. However, directors do not need any knowledge of accounting to accept this responsibility – only a willingness to ask questions to ensure this is happening. In addition, Autscape will be employing accountants to assist in ensuring our accounts are submitted on time. Finally, Autscape intends to consider providing Directors Indemnity Insurance to protect directors from the financial consequences of inadvertently failing to meet this and other responsibilities.
5. Expected to be the case from around September 2010.