Director Role Description

This document is a Job Description for the role of Director of the Freegle Industrial and Provident Society. After being published on Central, there were some clarifications [1]

The responsibilities fall into four broad areas:

• General responsibilities of the role
• Working Practices
• Financial responsibilities
• Legal responsibilities.

There are certain duties specific to Directors, and breaches of Directors’ duties can lead to Directors being sued or prosecuted. This is rare where Directors have acted reasonably and in good faith, but it is very important to be aware of the responsibilities this role carries. This is therefore a formal document, which uses careful language. The ability to deal with such documents (both reading them, and writing them) is itself a requirement for a Director.

There are certain people who are barred from holding the position of Directors, including:

• Previously Disqualified Directors
• Undischarged bankrupts
• The Society's Auditor
• People under 18.

You will be expected to sign a declaration confirming that you are eligible to be a Director.

Directors will be registered with the Financial Conduct Authority (FCA), including providing a residential address. While the address may remain confidential, your name and the fact that you are a Director will be a matter of public record.

1. General

You are expected to:

• understand and be committed to the aims and objectives of the organisation
• understand the Rules and other governing documents of the organisation
• reflect the views and work of Members and other volunteers
• take responsibility for strategic planning, and for ensuring policy formulation, goal setting, monitoring and evaluation for the organisation as a whole
• ensure the organisation is effectively run and delivers the services for which it exists, and where there are deficiencies, work to remedy them
• take advice from other sources, including legal and financial advice where this is necessary and where the Board does not have the required expertise
• actively work to ensure a strong Board, by developing skills within the Board and helping to recruit future Board members
• keep actively informed on issues which affect the organisation (for example on volunteering best practice, or government policy on recycling)
• actively promote the organisation externally, for example by representing it at events where practical
• represent the Board within Freegle, to ensure that good relations exist between Freegle volunteers and the Board.

You must act in the interests of the organisation, and not (in your capacity as a Board member) in your own interest or that of any outside organisation. This includes:

• keeping information gained in your capacity as a Director confidential where required
• declaring any conflicts of interest as soon as they are known.

2. Working Practices

You will be expected to follow the Directors’ Working Practices. The specific details of these will be agreed by the Board once appointed, but are expected to be based on http://wiki.ilovefreegle.org/Freegle_Reps_Role_and_Remit#4.____WORKING_PRACTICES as amended by http://wiki.ilovefreegle.org/Reps_Working_Practices_Amendments . You must read and understand these before applying for this role.

For example:

• You are expected to attend regular Board Meetings, and to have read all papers presented to that meeting.
• You are expected to follow and contribute to discussion between meetings except where circumstances prevent you from doing so.
• You must work with other Board members, primarily online, to ensure the Board is an effective body. This requires good team-working.
• You are expected to participate in tasks over and above Board Meetings from time to time. This typically involves working with one or two other Directors as a sub-group, for example to investigate a particular area and make a recommendation to the whole Board.

3. Financial Responsibilities

The financial health of the organisation is the legal responsibility of the Directors. You are expected to:

• be able to account for all income, expenditure, investments etc. through participation in relevant financial procedures
• ensure financially stability in order that Freegle has a reasonable expectation of obtaining the funds it requires to continue
• be available to act as a signatory on bank transactions and any applications for funds.

Although there may be Board Members with more financial expertise than you, you are still individually responsible for all of these.

4. Legal Responsibilities

The Directors are responsible for ensuring that the IPS acts in accordance with the law. You are expected to:

• ensure decisions made by the Board are in line with the objectives of the organisation
• as far as practical ensure that the organisation acts in line with its objectives
• ensure that the organisation meets all statutory duties (e.g. health and safety, equal opportunities) and does not break any laws
• ensure that the organisation makes the necessary returns (e.g. to the FCA, HMRC or the Charity Commission)
• ensure that the organisation is appropriately insured
• ensure that volunteers are treated in accordance with any relevant legislation
• ensure that any contracts for services are awarded fairly and in a manner which does not accidentally create a state of employment
• ensure that any staff are recruited in line with employment laws and are properly supervised and monitored in carrying out their duties

As with financial matters, you have an individual responsibility in each of these areas.

5. Time Commitment

This role requires a commitment of at least the following:

• 3 hours per month for Board Meetings - 1 hour preparation and 2 hours for the meeting.
• 2 hours per month for other Board discussion.
• 2 hours per month for specific roles within the Board (e.g. Treasurer).