Ted Flack, Third Sector Management Services

Setting the Scene

The Incorporated Associations Act and Corporations Law clearly state that the ultimate authority in incorporated bodies is the Board (sometimes more formally referred to as Committee of Management). The Board is legally responsible for appointing the Manager and delegating the management of the organisation’s operations to the Manager in accordance with approved delegations and operational budgets.

If the Board authorises the President or Chair to give a direction to the Manager and the Manager does not agree with what is being requested, the Manager has the right to ask the matter to be reviewed by the Board. If the direction is confirmed and is not illegal, then the Manager must comply or resign.

The Board’s responsibility is to govern and monitor progress, not manage the day to day operations of the organisation. This does not prevent members of the Board from volunteering their services for operational activities, however all such activities must be undertaken in close consultation with the Manager.

Elected members of the Board are volunteers and community expectations are that they should not be paid for their services. Some legislation under which not-for-profit organisations are incorporated make special provision for a paid “Appointed” or “Company” Secretary. Board members can seek re-imbursement for their out-of-pocket expenses incurred as a direct result of their undertaking their duties as Board members or as volunteers in tasks approved by the Board.


The President is the only channel for formal directions from the Board to the Manager:

  • Other Board members must not give directions to the Manager or any other staff;
  • The Manager is expected to work cooperatively with the Chairs of Board Committees or Work Groups and is a liberty to discuss relevant issues with members of those bodies;         
  • The Manger is expected to make recommendations to the Board through the President or to Board Committees through the Chair of such bodies.
  • The Manager’s recommendations should be well argued and offer alternatives or explanations why there are no viable alternatives;          
  • The Manager may not “caucus” with or “lobby” to obtain a particular outcome with individual members of the Board outside of meetings of either the Board or the Committee structures;
  • Nothing in this policy is intended to prevent routine consultations and discussion between the Manager and members of the Board. It is intended to make clear the lines of authority and the protocols to guide the relationship between the Board and its employee manager.

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