Board of Directors
Role of the Board
The Board has responsibility to club members for the conduct of the affairs and activities of Bexley RSL. In carrying out its responsibilities, the Board undertakes to serve the interests of all Bexley RSL members, employees, other stakeholders and the broader community.
Each Director of Bexley RSL will act in good faith in the best interests of Bexley RSL as a whole and collectively oversee and appraise the strategies, major policies, processes and performance of the company using care and diligence to ensure that Bexley RSL’s long-term sustainability is assured.
Structure and composition of the board
The Bexley RSL Constitution provides for the election of 9 directors made up of a President/Chair and two Vice President and 6 ordinary directors. The directors are elected biennially to two-year terms of office.
Board elections are held pursuant to clause 27 of the Constitution. Each Director will hold office until the applicable Annual General Meeting and/or as determined by the Constitution.
The Board is responsible to members for the overall governance and performance of the club, for determining the strategic direction of the club and monitoring club management’s implementation of that strategy.
Directors must carry out their duties in compliance with all applicable law including the Corporations Act, Bexley RSL Constitution and By-Laws, the Club Code of Practice and Best Practice Guidelines and all club policies and procedures. In discharging his/her duties, each Director must:
Directors must exercise their duties with honesty, good faith, loyalty, skill and care. These duties exist both at common law and in the Corporations Act. Sections 180-184 of the Corporations Act impose various duties on directors including:
- to exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise;
- to exercise their powers and discharge their duties: in good faith in the best interests of the club, and for a proper purpose;
- to not improperly use their position to gain an advantage for themselves or someone else, or cause detriment to the club;
- to not improperly use the information, they acquire as directors to gain an advantage for themselves or someone else, or cause detriment to the club.
These duties apply not only to directors but also to ‘officers’ who include senior management and other senior employees.
In addition, directors owe to their club fiduciary duties of good faith and loyalty which fall into four overlapping categories:
- a duty to act bona fide in the interests of the club;
- a duty to exercise powers for the purposes for which they were conferred and not for any ulterior, collateral or improper purpose;
- a duty not to fetter the future exercise of directors’ powers; and
- a duty to avoid conflicts of interest.
Benefits received by a Board member need to be approved by the members of the Club as per the rules of the Constitution and/or Corporations Act.
Board benefits are generally identified by ordinary resolution approved by members at a general meeting (Annual general meeting). This may also include honorarium whereby a payment is made to a director for their services in a volunteer capacity