The role of your management committee or board is to control and supervise the activities of your organisation. Your board will meet on a regular basis, most commonly once a month, to receive reports from individual trustees and/or members of staff, discuss important issues, plan for the future, and importantly, monitor the financial position of your organisation. Some careful thought should be given to the composition of the board.
The maximum number of board members should be set at a level which allows for an appropriate level of representation, but should not be set so high that effective decision-making becomes difficult.
Usually at any general meeting of a two-tier membership organisation (eg a SCIO, a voluntary association, or company limited by guarantee) any member can put themselves forward for election as a board member. Similarly existing board members must put themselves forward for re-election by the members, either annually or perhaps at intervals of three years. The idea here is that although the members cannot, for practical reasons, all contribute directly to decision making at board level, they should have input into the question of who should be taking such decisions.
There is often a separate category of board members who are not elected by the membership but are co-opted by the other members of the board on the basis that they have special expertise, or represent outside bodies. If the board decides that a co-option should be made then you should decide whether or not they should have a vote on the board, and include the appropriate provisions in your constitution.
In any two-tier structure, you should consider whether all members of the board retire from office each year, and are then eligible for re-election. This allows the maximum opportunity for new people to come onto the board. However, this does bring the risk of a loss of continuity. If that is a concern, then the constitution can be changed so that only a proportion of the board retire from office each year. The most common arrangement would be for this to be set at one-third of the board. If any board members were co-opted they would all retire each year.
Even if members are willing to re-elect someone as a board member, you may want to include a clause in the constitution that would debar a board member from serving for too long so as to ensure that “new blood” is introduced from time to time. This is covered in the additional clauses section of our models.