Gisborne and District Lions Club "Where there is a need there is a Lion"

Transcription

1 Gisborne and District Lions Club "Where there is a need there is a Lion" BOARD CHARTER (1) Purpose The key element of corporate governance at Gisborne and District Lions Club is the Board. The purpose of the Board Charter is to set out the role, responsibilities, tenure and operation of the Board. (2) Gisborne Lions Club's Purpose The Gisborne and District Lion's Club serve "to create and foster a spirit of understanding among all people for humanitarian needs by providing voluntary services through community involvement and international cooperation ". (3) Members of the Board Only Lions Club members can be appointed to the Board. Club members through an annual election process appoint members to positions which make up the membership of the Board. The positions to which a person can be appointed which constitutes the Board are as follows: President* Secretary Assistant Secretary# Treasurer 1st Vice President* 2nd Vice President* 3rd Vice President* Deputy Vice President# * The 3 positions of Vice President and the position of Club's President will each chair, if needed, one of the Board Committees. # The positions Assistant Secretary and Deputy Vice President do not have to be filled if members with the appropriate backgrounds are not available. When the number of Club members increase in the future, it will become a requirement that a person can only accept a nomination for one of the positions as Vice President if they would be willing in the future to accept a nomination to hold the position of President. A Club member with extensive experience in Lion Clubs or the immediate Past President can serve on the Board in the position of Deputy Vice President. It is expected that the person holding the position of 1st Vice President would succeed the President, and the person holding the position of 2nd Vice President would succeed the 1st Vice President, and the person holding the position of 3rd Vice President would succeed the 2nd Vice President. However, it is the responsibility of Club members to appoint individual members to each Board position via the annual election process. Board Charter 1/6

2 (4) Tenure of Members of the Board All appointments to the Board are for a one year period but may be reappointed via the annual election process. Members can only be appointed to the position of President for a maximum period of two years but can be appointed to that position once another member has served as President. (5) The Board's Role The role of the Board is to represent the Lions Club's members and to promote and protect Gisborne and District Lions Club by: making decisions, guiding and monitoring its business and affairs using due care and diligence to ensure its objectives are achieved, and its long term reputation and viability is sustained acting in good faith, with honesty and integrity, and in the best interests of the Gisborne and District Lions Club members, the community the Club serves and Lions International committing to better practice standards of governance. (6) Board Committees There will be the following 4 Board Committees, each with their own Charters: Membership Fundraising Charitable Disbursements and Marketing Major Event. The Board is responsible for the appointment of all Committee members, including the Committee chair, who will be one of the Club's three Vice Presidents or the Club's President. If the Club's President is not a member of a Committee, he/she can be an ex-officio member who may attend Committee meetings. Each Committee will have a Charter approved by the Board, which outline the role of each Committee. The Committee members must carry out their duties in accordance with the terms outlined in the individual Charters. Each Committee, other than the Major Event Committee, will consist of up to 3 members which must include 2 board members and may include another member who must be a Club member. The Major Events Committee will consist of at least 3 members. The Committee must include at least 2 board members and may include other members who must be Club members. There is a standing invitation for Members of the Board to attend any Committee meeting. Board Charter 2/6

3 (7) President's Responsibilities The President is the Chairman of the Board of Directors This position is expected to preside at all meetings of the Club (other than Committee meetings) and regular and special meetings of the Board. If the Club's President is not a member of a Committee, the President can be an ex-officio member who may attend Board Committee meetings. The 1st Vice President chairs meetings in the President's absence. If both are absent, the chairman of the meeting will be a member elected by the other members at the meeting. The President together with the Club Secretary are an active member of the district governor s advisory committee and as such the President will attend the quarterly advisory committee meetings of our zone. The President must plan and take steps to continue to build the Club in every way possible so that it may be an example to other clubs, and a credit to the community, the district and to Lions International. At the end of the President's term of office, he/she must provide an account of their stewardship. The report of achievements of the Club during the period will then form part of the Club's history. (8) Secretary's Responsibilities The Secretary's responsibilities (refer to clause 47, 70(3), 72 and 75 of the Statement of Rules) include: act as the liaison between the Club and the District (single, sub- and multiple) submit regular monthly and other reports to the international office of the association submit to the district governor's cabinet such reports as it may require cooperate with and be an active member of the district governor's advisory committee of the zone together with the President, represent the Club at Zone and Region meetings assist the President with the preparation of meeting agendas attend all board and club meetings record all proceedings from board and club meetings distribute minutes of meetings to members maintain a register of all Club members, including contact details record attendance at all meetings handle Club correspondence, both inwards and outwards keep custody of all documents etc. maintain records of elections and all appointment to positions. The Secretary must give to the Registrar of Incorporated Associations notice of his/her appointment within 14 days after the appointment. Board Charter 3/6

4 The position of Assistant Secretary carries out the duties of the Secretary in their absence. The person occupying the position of Assistant Secretary will be assigned to one of the Board Committees. (9) Treasurer's Responsibilities The Treasurer's responsibilities (refer to clause 48 and Part 6 of the Statement of Rules) include: receive all moneys, from the Secretary and other sources, issue receipts and deposit the funds into the bank accounts approved by the Board within 5 working days pay out moneys in relation to the Club's obligations only on the authority given by the Board or a general meeting. All cheques must be signed by at least two board members. Club officers authorised to sign cheques are required to be approved each year by the Board and recorded in the minutes. Usually the President, Secretary and Treasurer and another board member may be authorised to sign. Also, it is not a requirement that invoices for International, Multiple District, and District Dues and Insurances require prior approval for payment. They should be paid immediately upon receipt and submitted to the next meeting for ratification have custody, and keep and maintain general records of Club receipts and disbursements, and financial position, and must ensure that at least another board member has access to these records prepare and submit monthly financial reports to the Board prepare annual financial statements which must be subject to review and certified by the board, prior to submission to the annual general meeting and lodgement with the Registrar of Incorporated Associations. The person occupying the position of Treasurer will be assigned to one of the Board Committees. (10) Vice Presidents' Responsibilities The positions of Vice Presidents are important as the occupants will assist in formulating and executing the policies of the Club. All new business is considered and shaped by the Board. The Vice Presidents will faithfully attend the regular and special meetings of the Board, and give unselfishly of their time and effort to advance the Club and Lions International. In addition, the 1st Vice President will substitute for the President when absent from any Club or Board meeting. The three Vice Presidents will each chair one of the Board Committees. Each of the Committees are required to operate in accordance with the respective Charters as adopted by the Board. (11) Deputy Vice President Responsibilities The position is important as it ensures that the Board retains extensive experience as the occupant will be either a Club Member with extensive experience in Lion Clubs or could be the immediate Past President of the Club. Board Charter 4/6

5 The person occupying this position will be assigned to one of the Board Committees. The Deputy Vice President will Chair a Committee meeting if the responsible Vice President is not available. (12) Board Responsibilities The detailed responsibilities of the Board of the Gisborne and District Lions Club are to: ensure that the Club's activities are directed to achieve the Club's Purpose and Lions Clubs International Purpose ensure that the Club's Members comply with the Lions Clubs Code of Ethics make decisions taking into account the recommendation of the relevant Board Committee relating to: (a) (b) (c) (d) (e) (f) (g) the Club's fundraising activities and the resourcing of each activity where fundraising moneys should be distributed or utilised the strategy and the resources to be utilised to identify and recognise those individuals who have made significant contributions to community life and active citizenship in all local areas of Gisborne and District the marketing strategy, and associated marketing activities and the resources to be utilised the membership recruitment strategy, and associated recruitment activities and the resources to be utilised new members to join the Club major event being produced by the Club analyse reports on post activity appraisals and agree whether or not the activity should be undertaken in the future monitor all Club activities and the resulting outcomes report to Club's Members at regular meetings on the Club's finances, decisions made by the Board, activities of the Club and post activity appraisals arrange for the annual review of the Club's financial statements prepare an annual report and provide to the Club Members and other stakeholders. (13) Meetings of the Members of the Board Regular meetings will occur and at least 9 times per year should be held preferably one week before meetings held with all the Club's members The President or in his/her absence the 1st Vice President or in the absence of both the chairman of the meeting will be a member elected by the other members at the meeting Members of the Board are strongly encouraged to be present at all meetings of the Board Members of the Board may participate in a particular Board meeting by telephone or any means of electronic or instantaneous communication and be deemed to be present at the Board meeting Appointment of proxies to attend meetings is not permitted The quorum for a meeting of the Board is outlined in item 14 of this charter Members of the Board are required to inform the Board of any conflicts or potential conflicts of interest they may have in relation to particular items of business Board Charter 5/6

6 A question arising at a meeting of the Board is determined by a majority of the members present and voting on the question The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes on any question, a second or casting vote The Board's responsibilities are collective and, once decisions are made, Members of the Board must not publicly advocate policies contrary to established Board decisions Members of the Board are committed to come to meetings well prepared having read and analysed Board papers prior to attending meetings Board resolutions should be clear and concise, and similarly recorded in the minutes of the meetings Minutes must be kept of each meeting of the Board and they must accurately reflect the Board decisions Minutes of past meetings must be confirmed by the Board and signed as a true record by the person presiding at the meeting. (14) Quorum at meetings The quorum for meetings are as follows: board meetings - majority of board members holding office general meetings - 40% of members entitled to vote committee meetings - majority of committee members holding office (15) Dealing with the Media Media comments will be made by the President or the 1st Vice President. (16) Annual Review of the Board Charter This Charter should be reviewed by Members of the Board at least once every financial year. Board Charter 6/6