Trustee Volunteer Role

Reviewed: 15 November 2011

For all trustees:
Main duties and responsibilities
Personal skills and qualities

See also specific profiles for:

• Chair
• Vice-chair
• Treasurer
• Company / charity secretary
• Research and campaigns lead
• See also Governance lead, which is a role that improves the way the trustee board is run.

It is important that trustees, and the other officers on the board, have role descriptions to ensure that everybody is clear about their role on the trustee board.

If you are recruiting trustees, see our guidance on Recruitment and selection. It includes information on how to get trustee roles advertised on the main Citizens Advice public website.

Main duties and responsibilities for all trustees

Each individual member of the trustee board has a responsibility to contribute to the discharging of the board’s duties. They can do this by:

• maintaining an awareness of the business of the local Citizens Advice
• taking responsibility for their own learning and development
• regularly attending, preparing for and taking a full part in meetings
• actively contributing to setting policy and strategic direction, defining goals, setting targets and evaluating performance
• monitoring whether the service complies with its governing document, whether it meets Citizens Advice standards and how well the advice needs of the local community are being met
• monitoring the financial position and ensuring that the local Citizens Advice operates within its means and objects, and that there are clear lines of accountability for day-to-day financial management
• supporting the development of the local Citizens Advice through participation in agreed projects
• actively seeking to further the strategic objectives of the local Citizens Advice, and acting in its best interests at all times
• maintaining confidentiality about any sensitive or confidential information received in the course of duties as a trustee.

Personal skills and qualities for all trustees

Each individual member of the trustee board brings skills and qualities to the board. They add to the collective knowledge and experience by providing:

• commitment and availability to attend trustee board meetings
• effective communication skills and willingness to participate actively in discussion
• willingness to gain knowledge of local needs and resources
• commitment to the aims, principles and policies of the Citizens Advice service, including those relating to equal opportunities, independence, and research and campaigns
• willingness and ability to act in the best interests of the local Citizens Advice
• ability to understand and accept their responsibilities and liabilities as trustees and employers
• willingness to participate in democratic process which develops Citizens Advice policies by area and nationally
• numeracy to the extent required to understand accounts with the support of a treasurer
• willingness and ability to learn, and to develop and examine their own attitudes
• ability to think creatively and strategically, and exercise good, independent judgement
• ability to work effectively as a member of a team.

Chair role profile

Reviewed: 18 November 2011

The chair should take control of meetings, ensuring that everyone who wishes to has a reasonable chance to speak and take part. She or he should be able to listen to and understand a wide range of views, present information clearly and concisely and get clarification of relevant points, thus enabling the board to make effective decisions. The board must demonstrate its leadership of the organisation. It is the chair’s role to enable the board to do that.

In addition to the general trustee board responsibilities, the chair will be responsible for the following duties (although in some cases these may be delegated to or shared with other board members):

• Main duties and responsibilities
• Personal skills and qualities
• Resources

These duties and qualities are in addition to the general trustee role profile (see Responsibilities of bureau trustees and Trustee role descriptions).

Main duties and responsibilities

(It is advisable that in some cases these are delegated to or shared with other trustees).

• Ensuring that board decisions are made within the remit of the governing document and the policies of Citizens Advice
• Planning the annual cycle of board meetings, and chairing and facilitating these to ensure their smooth running
• Planning the agenda for meetings with the secretary and bureau manager
• Developing membership of the trustee board to ensure that it contains the diverse range of skills, experience and knowledge needed to operate effectively, with due consideration for community representation
• Ensuring that successors for key posts – treasurer, chair etc. – are identified and inducted in good time
• Ensuring that trustees receive induction and adequate training to enable them to fulfil their roles
• Monitoring the calibre, level of commitment and attendance of all trustees
• Ensuring that the board reviews its own work and how effectively it operates; making sure to take any corrective action required
• Ensuring that the board is able to seek the views of all sections of the community served by the bureau
• Checking that decisions taken at meetings are being implemented
• Ensuring that the board reviews the work of the bureau.
• Liaising with the bureau manager to keep an overview of the bureau’s business
• Providing or arranging for support and supervision for the bureau manager, including annual appraisal
• In conjunction with the treasurer, ensuring proper management and control of bureau finances
• Representing the bureau in the community and at public events
• Representing the bureau in relationships with funders and negotiating for funds for staffing, premises or equipment
• Ensuring that the bureau plans for the recruitment and turnover of paid staff and volunteers.

Personal skills and qualities

• leadership skills
• experience of chairing meetings and committee work
• facilitation skills
• tact and diplomacy
• excellent communication and interpersonal skills
• impartiality, fairness and the ability to respect confidences.

It is desirable for the chair to have knowledge of the type of work undertaken by the bureau and a commitment to keeping ahead of the changes in the organisation that take place.

Resources

Model role description for chairs of board and committees from CTN website:

http://www.trusteenet.org.uk/resources/icsa-model-job-description-chair-board-trustees

See also: Recruiting trustees
See also: Induction for a new chair

Treasurer role profile

Reviewed: 15 November 2011

The treasurer is an officer of the bureau trustee board and not a paid worker. The role of the treasurer is to ensure that all the finances and the supporting financial control systems are kept in order. The treasurer is not the bookkeeper. She or he does not hold or maintain the financial records nor is she or he the sole custodian of the cheque book. The treasurer must delegate day-to-day financial management to the bureau manager or other staff. There is information on the role of treasurer and support for people in this role on the Honorary Treasurers’ Forum website.

Main duties and responsibilities
Personal skills and qualities

These duties and qualities are in addition to the general trustee role profile (see Responsibilities of bureau trustees and Trustee role descriptions).

Main duties and responsibilities

• Guiding and advising the board in the approval of budgets, accounts and financial statements, within a relevant financial policy framework
• Keeping the board informed about its financial duties and responsibilities
• Advising on the financial implications of the bureau’s strategic plans and key assumptions in the operational plan and annual budget
• Ensuring that all board members have a clear understanding of the accounts presented at meetings and the implications that they reveal
• Understanding the accounting procedures and key internal controls to be able to assure the board that the charity’s financial integrity is sound
• Ensuring that a realistic budget is produced which meets all the bureau’s needs and that there is an appropriate reserves policy
• Monitoring the bureau’s income and expenditure position, and presenting reports to the board at least quarterly, in a format accessible to the board members
• Ensuring that full financial records are kept for all transactions, and that proper financial procedures and controls are in place to safeguard the bureau’s resources
• Ensuring that money received is only spent on the purposes for which it was given, and, where required, ensuring that reports and accounts demonstrating this are submitted to funders
• Ensuring that accounts are prepared at year-end in compliance with the SORP Accounting for Charities and making arrangements for them to be audited or independently examined, as required by the Charity Commission
• Ensuring that annual accounts are submitted to the Charity Commission and/or Registrar of Companies, within the deadlines set
• Presenting the accounts at the AGM and drawing attention to important points in a coherent and understandable way
• Liaising with the bureau manager about financial matters
• Playing a key role in planning a clear fundraising strategy to raise money for future activities and developments
• Chairing any finance committee, and reporting back to the full board.

Personal skills and qualities

• financial qualifications or experience
• some experience or knowledge of charity finance, fundraising and pension schemes
• the skills to analyse proposals and examine their financial consequences
• preparedness to make unpopular recommendations to the board
• willingness to be available to staff to provide advice and guidance on financial matters.

See also: Recruiting trustees

Vice-chair role profile

Reviewed: 9 April 2012

The following duties and qualities, for a vice-chair, are in addition to those in the general trustee role profile (see Responsibilities of bureau trustees and Trustee role descriptions).

Main duties and responsibilities

• Carrying out the chair’s duties in his or her absence, with the acknowledgement of the board as being capable and suitable to do so.
• Providing support and assistance to the chair in carrying out his or her responsibilities, acting as a ‘critical friend’ and sounding board.
• Taking on specific responsibilities from the chair, such as inducting new trustees.
• Being open to approaches, where appropriate, from other trustees about the work or judgement of the chair. The vice-chair will then discuss any issues arising with the chair.

Personal skills and qualities

• Leadership skills.
• Experience of committee work.
• Facilitation skills.
• Tact and diplomacy.
• Excellent communication and interpersonal skills.
• Impartiality, fairness and the ability to respect confidences.

It is desirable for the vice-chair to have knowledge of the type of work undertaken by the bureau and a willingness to keep ahead of the changes to the organisation that take place.

See also: Recruiting trustees

External resources

The NCVO have produced a two-part fact sheet entitled, ‘Defining the role of the Vice Chair’ and ‘The relationship of the Vice Chair and Chair’. This suggests some useful questions to ask when considering this role.

This can be found at:- NCVO – Fact Sheet for Vice Chairs (opens in Word format).

Company or charity secretary role profile

Reviewed: 22 August 2012

Table of contents

• Introduction
• Main duties and responsibilities
• Personal skills and qualities

Introduction

The company secretary is either:

• the chief administrative officer of the company
• the person who calls, administers and minutes the trustee board meetings and general meetings.

We recommend that you appoint a secretary, so it is clear who has responsibility for the secretarial function. However, there is no legal obligation for a local Citizens Advice that is a company to have a company secretary and the model articles of association no longer require it.

The secretary may be a member of the board or a senior member of staff (e.g. chief officer). You could also recruit a chartered secretary working in public practice to undertake some tasks and delegate or share the others among the trustees.

If the secretary is a board member, these duties and qualities are in addition to the general trustee role profile (see Responsibilities of trustees and Trustee role profiles).

Main duties and responsibilities

• Ensure that all meetings are held and conducted according to the articles of association.
• Ensure that all necessary documentation is sent to Companies House and the Charity Commission within the deadlines set.
• Ensure that trustees are correctly appointed according to the law and the articles.
• Arrange and administer meetings, including:
  practical arrangements
  preparing and circulating agendas and papers
  ensuring that meetings are properly convened, constituted and quorate
  confirming what decisions have been made and monitoring their implementation
  keeping minutes
  ensuring that proper records are kept.
• Provide trustees with additional information to facilitate decision making, especially in regard to their powers and duties under the articles.
• Provide the board with guidance about charity and company law and the provisions of the articles and any associated regulations or documents.
• Ensure that all general meetings are convened in accordance with the articles, and that any decisions at general meetings, including changes to the articles, are made in accordance with legal requirements.
• Ensure that insurance requirements are fulfilled.
• Develop and implement a periodic ‘legal health check’, to monitor employment procedures, audit the articles, review property leases and so on.
• Ensure compliance under contractual arrangements and company and charity law.
• Ensure that stationery, orders, invoices and other documents include all details required under company, charity, tax and other appropriate laws.

Personal skills and qualities

• Organisational ability.
• Knowledge or experience of business and committee procedures.
• Knowledge of charity and company law.
• Ability to become conversant with the provisions of the local Citizens Advice articles and any associated regulations or documents, and to advise on their implications in board discussions.
• Ability to understand the basic principles of relevant legislation, and to identify potential points of contention.
• Ability to exercise independence and professional judgement, especially where the law and / or articles conflict with the wishes of the board.
• Minute-taking experience, if this is not being delegated to staff.

Code of Governance and Code of Conduct

Reviewed: 1 November 2013

• The Code of Good Governance
• Code of Conduct for trustees

Code of Governance

This Code is for the whole board.

The Code is supported by the Charity Commission and whilst it is not mandatory, complying with it is an indication of high standards of governance. The Code has been adopted by the Citizens Advice Trustee Board.

There are six main principles that underpin it, describing how an effective board provides good governance and leadership. Openness and accountability are at the heart of the Code, ensuring that boards communicate clearly with all stakeholders.

The six principles for trustees are:

• understanding their role
• ensuring delivery of organisational purpose
• working effectively both as individuals and a team
• exercising effective control
• behaving with integrity
• being open and accountable.

The Code is available to download in full or in summary.

• The Code of Good Governance

Code of Conduct for trustees

This Code is for individual trustees.

Trustee boards should consider adopting and using this Code of Conduct for use by trustees. It is a set of guidelines outlining the responsibilities of trustees. The Code is not a legal or membership requirement but it helps to provide a framework for what is expected of trustees. It is also a way of avoiding misunderstandings and resolving them should they arise. This is a simplified version of the Code that is adopted by Citizens Advice trustee board.

The Code of Conduct [ 82 kb]

Governance Lead: promoting good governance

Reviewed: 13 February 2015

A Governance Lead trustee helps the board to develop its governance. It is an optional role that supports the board to provide good, strong leadership and enable the bureau to provide effective services to clients.

Governance is the framework of rules and practices by which a board ensures accountability, fairness, and transparency in the organisation’s relationship with all its stakeholders. Good governance means:

• directing the organisation towards its charitable objects
• being accountable for the charity and its affairs
• defining its strategic goals
• monitoring performance
• holding management accountable for progress towards those goals.

For more information about these areas, see Responsibilities of bureau trustees.

While good governance is the responsibility of the whole board, the Governance Lead will ensure that the board focuses on achieving informed decision making and setting a clear direction for the bureau. The Lead will:

• provide information about good governance
• ensure that the board’s processes are sound
• check good practice
• assist the whole trustee board in achieving this.

More details about the role are in the Governance Lead terms of reference [ 28 kb].

Trustee liability

Reviewed: 16 January 2015

Table of contents

• Types of liability
• Insurance for liabilities arising from the employment of staff
• Liability and trustees’ terms of office
• Steps trustees can take to protect themselves
• Can trustees distance themselves from decisions?

Types of liability

This guidance assumes that bureaux are incorporated, i.e. are charitable limited companies. It does not cover unincorporated bureaux.

There are two types of liability that trustees need to consider:

• liability to the bureau itself for breach of trust; or
• liability to third parties for the debts of the bureau, e.g. arising from breach of contract or negligence by the bureau.

All trustees remain liable in principle for breach of trust. Trustees of bureaux that are limited companies will generally not be liable to third parties, except in the cases below.

Breach of trust

All trustees may be liable for breach of trust – for example, if they distribute assets on causes falling outside the express objects of the bureau. The objects are the purposes for which the bureau has been established, as set out in the bureau’s articles of association.

They may also be liable if they act recklessly or dishonestly and the bureau suffers loss as a result of their actions.

All trustees may be jointly and severally liable for breach of trust. However, it is unlikely that the trustees will be found personally liable if they have acted honestly and reasonably. Generally, trustees are excused from liability if they have acted honestly and reasonably and ought in all circumstances to be excused. The courts are reluctant to find trustees liable except in cases of fraud or gross neglect. Note that the question of whether a trustee has acted reasonably may depend on the level of skill and knowledge that he or she has. For example, a solicitor or accountant may be judged by the higher standards that a court would expect of a person with professional knowledge and experience.

However, even if a trustee escapes personal liability for his or her neglect, he or she may still face criticism (and even removal) by the Charity Commission.

Third parties

Charitable companies have their own legal personality and so can enter into contracts in the name of the company. Consequently, it is the company that is liable for its own debts, not the members and trustees. Member liability is limited to paying a nominal amount (usually £1) towards the assets of the company if it is insolvent on winding up.

However, trustees of a charitable company can still be personally liable for:

• breach of trust (see above)
• wrongful trading and fraudulent trading under the Insolvency Act 1986
• the company’s debts incurred while he or she was acting as a company director when disqualified
• the other liabilities listed below.

Other liabilities

In addition to the liabilities mentioned above, all bureau trustees can be held personally liable for:

• acting as a charity trustee when disqualified
• failure to comply with relevant statutory requirements in areas such as health and safety, company law and financial services
• failure to deduct an employee’s PAYE.

Insurance for liabilities arising from the employment of staff

If a bureau trustee board has any concerns about its liabilities as an employer or is considering any action against an employee, then before doing anything else it is important to seek advice from Citizens Advice.

Failure to contact Citizens Advice will invalidate the insurance cover provided, meaning that bureaux will not benefit from reduced rates for the handling of a claim. They will instead have to pay the full costs (which could be considerable).

Liability and trustees’ terms of office

Generally, new trustees will assume responsibility for decisions made by the board of trustees in the past. However, they do not have to assume responsibility for breaches of trust. If a new trustee discovers on assuming office that the charity is acting in breach of trust, he or she must take steps to remedy the situation or may also be liable for the breach.

Trustees do not cease to be liable for their actions upon retirement or resignation. They remain liable for any breaches of trust committed during their term in office.

Steps trustees can take to protect themselves

• Good management practice – particularly financial management, and clear procedures.
• Clear roles and responsibilities – role descriptions and inductions are vital, as are clear lines of responsibility, budgetary guidelines and communication.
• Records of decisions taken – trustees should make their own notes and check them against the minutes before agreeing them.
• Taking out indemnity insurance to protect themselves from liability.
• Contingency funds – these can be built up so that sufficient reserves exist to meet potential liabilities.
• Professional advice – if there is doubt about the correct course of action.
• Board development – consider implementing a continuous programme of board development.

Can trustees distance themselves from decisions?

Individual trustees who object to a decision taken by the majority should ensure that their dissent is recorded in the minutes of the meeting at which the decision is taken. In that way they can avoid personal responsibility for breach of trust in relation to the decision.

However, individuals should not impede the board in putting into effect a proper decision taken by the board as a whole. If an individual thinks that the board has taken an improper decision, he or she should discuss this with the chair. After that, any concerns should be raised with Citizens Advice and then, if appropriate, with the Charity Commission. The chair and Citizens Advice should be kept informed of all such concerns.

Volunteer Trustee Application Form Oct 2019.docx

Volunteer Trustee Application Form Oct 2019-converted.pdf