Roles and responsibilities of the Administrative Council and Officers

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Appointment of an Administrative Councillor

The Administrative Councillor (AC) is selected by the Regional Federation and WFUMB recommends that this person should have a knowledge and understanding of how their Federation operates with good lines of communication and has some understanding of the role of WFUMB. It is recommended that Federations appoint either their Past President or President as the Councillor.

A curriculum vitae is requested from the incoming AC indicating prior experience skills and experience. ACs should indicate what they hope to gain from their time in WFUMB and in what ways they will share their expertise. 

Roles of an Administrative Councillor

  • Work with the council to set the strategy for WFUMB
  • To always represent the best interests of the Federation and the members
  • Report from and to the representative Federation
  • To represent and make decisions in the best interest of all the professions working in ultrasound and the patients they are treating. Specifically, individual members do not represent any interest groups e.g. Sonologist/Sonographer. Council consists of members from a diverse professional background.

Meetings

  • Dates for the meetings are set by the chairperson of the committee and the executive
  • Meeting dates and times should be set for the upcoming year (subject to some change as needed) but with appropriate notice
  • Meeting papers will be circulated in advance of the meeting and it is expected that Council members will read the papers prior to the meeting in preparation for all discussions
  • Councillors are expected to arrive prepared for the items outlined on the agenda
  • At each meeting each councillor will be expected to provide a summary of recent major activities or discussions
  • Councillors should pay attention to those agenda items that are to be simply noted and those requiring discussion
  • If Councillors need more information prior to the meeting they can contact the administrative manager
  • While the President chairs the meeting, all Councillors have a role in ensuring the meeting runs effectively and respectfully
  • All Councillors should offer individual thought and opinions
  • Decision making at Council meetings is managed as per the Constitution
  • Declare any potential conflict of interest and in this situation the individual should remove themselves from the room/discussion
  • Minutes of the meeting will be circulated within two weeks of the meeting and will be formally approved at the next meeting
  • New Councillors will be asked to review their first twelve-month period and provide feedback on quality improvement

Administration Checklist

  • The Councillor will need to declare any ‘Conflict of Interest’ Please ensure you understand the importance of declaring any conflict of interest as it may arise
  • Confirm best mailing details and all data currently held by WFUMB
  • Understand WFUMBs reimbursement process and what are allowable expenses (Form available)
  • Advise any special dietary requirements
  • Ensure the executive have a current photo of the new Councillor for the website
  • WFUMB provides Directors & Officer Insurance

GENERAL INFORMATION FOR NEW COUNCIL MEMBERS  

Introduction

As governance practices have evolved, stakeholders’ expectations have grown and now extend to all organisations with public accountability, including Non Profit Organisations. Today, many non profit organisations have moved beyond basic compliance with regulatory requirements and have adopted governance best practices borrowed from publicly listed companies, as well as those generated and promoted by the public and the non profit community itself.

Governance and the non profit organisation (NPO) sector

To accomplish their goals successfully, NPOs require a robust system of governance, at the head of which must be an effective board of councillors.

What is Governance?

Governance refers to the processes and structures used to direct and manage an organisation’s operations and activities. It defines the division of power and establishes mechanisms to achieve accountability among stakeholders, the Board of Administrative Councillors and management.

Good governance systems are designed to help organisations focus on the activities that contribute most to their overall objectives, use their resources effectively, and ensure that they are managed in the best interests of their stakeholders.

Mandate and Responsibility

Boards of every organisation must clearly understand and agree upon their responsibilities and mandate. This is particularly important for non-profit organisation boards, given their diverse nature and the various mechanisms by which NPOs are constituted.

The Council Mandate – see WFUMB Constitution

The purpose of the mandate is to ensure that no expectation gaps exist between the council management and other stakeholders regarding the council’s role. The mandate should clearly define the council’s authority, responsibilities and accountabilities. It should also serve as the key descriptor for the various council activities. The mandate also provides a foundation for the council’s self-evaluation of its effectiveness in carrying out its responsibilities.

Council and committees have their own ‘Bylaws’ which describe the way in which they carry out the duties and responsibilities delegated to them by the council.

Typically, a council mandate includes components that provide descriptions of the council’s:

  • Responsibilities
  • Composition, including the size of the council, how council members are identified and criteria for council and committee membership
  • Key processes, including the number of meetings, procedures for setting agendas, minutes
  • Evaluations, accountabilities and required records

All this information is published on www.wfumb.org under Governance.

Council should review its mandate annually to reassess its responsibilities to ensure they are appropriate for the circumstances facing the Federation.

The Administrative Council’s responsibilities

Councillors must ensure that they fully understand their legal obligations as they are defined under the NPO’s documents of incorporation and bylaws, and applicable federal, state laws and regulations. Reassessing the laws and regulations that apply to the NPO’s at least annually will help ensure that the board’s responsibilities remain up to date.

Councillors should also consider carefully the responsibilities they will assume in addition to the minimum legal obligations. Council is ultimately responsible for the NPO, even though it usually delegates the authority for running the organisation to the Executive Bureau and management. Council’s primary role is stewardship: overseeing management and ensuring that affairs are being conducted in a way that achieves the NPO’s objectives.

BOARD INFORMATION  

Council must ensure that they have the information they need to assess the activities of the NPO and its management. The quality of discussion at the board’s meetings will depend, in large part, on the quality of the information provided to the board. This information must be complete, yet not so detailed that it is too focused on operational matters or becomes too unwieldy for board members to absorb. The appropriate level of detail should be determined by Council, together with management, based on a common understanding of the reasons why Council requires the information and its uses for that information.

The chair is responsible for ensuring that the council’s information needs are met. Normally, it is management’s role to produce the required information in a timely and meaningful way.

The chair should clearly communicate council’s expectations to management and review the material provided by management prior to its distribution. In setting the Council’s expectations for management about its information needs, the following should be considered:

  • Issues and activities about which it needs to be kept informed by management. For example, periodic reports and assurances on the NPO’s investment activities, compliance with all applicable tax obligations, timely filing of returns and that the NPO’s activities are not in contravention of regulations
  • Timing of the delivery of information to Council
  • Quality of the information, including the expected level of detail
  • Format of the information (written or thorough presentations made by management or others)
  • Expectations of the chair with respect to meeting agendas, and
  • Requirements of the chair for reviewing information material before it is distributed to the board.

By making clear their expectations regarding their information needs, Council can better ensure that they are able to hold effective discussions about key issues among themselves and with management.

Audit and other information

While management is primarily responsible for providing Council with the information it requires, there will be instances when that task falls to others. Some of these matters will be routine. For example, in NPOs with audits, Council will receive a report from the independent auditor on their audit activities. Because this is a recurring reporting relationship, Council may wish to set out its specific expectations for the independent auditor regarding its information needs.

On occasion, Council may wish to seek outside advice on issues where there is insufficient in-house expertise. Examples of such special needs may include a lawsuit, a significant reorganisation, a major financing transaction, or the need for assistance with information technology systems.

Council’s work plan

The constitution, together with the organisation’s strategic plan, should be translated into a work plan for Council This will ensure that Council carries out all the responsibilities and duties outlined in the mandate and remains focused on the organisation’s objectives.

Preparing a board work plan is a straightforward process. The chair, in consultation with management, should allocate each responsibility identified in the mandate to a specific meeting agenda and the date at which the item will be discussed. The work plan should also identify Council’s information requirements for each item and identify who should be accountable for providing the board with that information.

Council meetings

The practical aspects of Council meetings are important and can have a big impact on the board’s effectiveness.

The chair and the Administrative Manager should agree on the agenda for each board meeting, which should devote appropriate time for discussion of each of the board’s primary responsibilities. When necessary, there should be time allocated for additional matters not included in the board work plan that management, the independent auditor or others may wish to put before the board. Board members should also be able to provide input to the agenda.

If members are unavoidably absent from a meeting, they should receive sufficient information to enable them to understand the decisions that were made. They should also have the opportunity to record their dissent should they disagree with any action taken. Appointment as a Councillor is a personal appointment and cannot be transferred to a deputy. Likewise, Councillors are not permitted to bring guests to meetings.

Minutes

In NPOs where board members serve for comparatively short terms, there can be a danger of the board losing its “collective memory” of past decisions. This occurs when none of the members that made a particular decision is still on the board when that decision is reviewed in later years. Council should document their discussions and decisions in sufficient detail in a way that makes them easily accessible and understandable by future boards. Clear, detailed and organized minutes will also support due diligence defence should a liability claim arise.

MONITORING AND ACCOUNTABIITY  

To ensure that it continues to function effectively, Council should monitor its own performance and that of its committees by conducting a formal assessment on a periodic basis. The board should also report regularly to the organisation’s internal and external stakeholders on its activities. Both efforts should complement the NPO’s activities in monitoring and reporting on the organisation’s overall performance. 

Performance assessment

A corporate best practice is for Council and its committees to be periodically assessed in terms of their effectiveness in carrying out their responsibilities.  This is an activity that would also be of benefit for NPOs. The quality of the assessment, and the way in which it is used, will contribute to Council’s ability to continually improve its performance.

There are two fundamental issues for Council to address in assessing its performance:

  • Is the board satisfied that it has effectively discharged its responsibilities as set out in its mandate?
  • What suggestions do Councillors, management and others have that would enable the board to improve its operating efficiency and effectiveness?

When evaluating their qualifications and performance, they should consider the specific skills required for Council, its committees and individual officers to carry out their responsibilities effectively. In their assessment, Council needs to determine the extent to which those skills exist and whether they have been properly exercised or if there is a need for any skills improvement. Then Council, or a subset, can draft a plan to address the Council’s talent needs.

The Constitution term limits is another way to round out the composition of Council and replenish boardroom talent. Term limits allow boards to manage a constant inflow of new talent to the board. Without these types of policies forcing turnover, boards might face the need to replace many officers and their expertise and knowledge all at one time and could suffer from not having new talent bring new ideas and experiences to the role.

Public accountability and liability

Corporate boards of directors are accountable for their actions or omissions, and NPOs and Council members are also exposed to a growing personal and collective liability. This risk can result from the actions of the board or the organisation.  Even though Council are volunteers, their liability is the same as that of remunerated members of corporate boards. To demonstrate that they have acted responsibly, directors must consistently:

  • Act in good faith, in the best interests of the society
  • Avoid conflicts of interest
  • Be diligent with regard to meetings and obtaining information, and
  • Obtain a degree of confidence in monitoring the Administrative Manager’s integrity and ability.

The potential liability risks can affect an NPO’s ability to attract good board members and may inhibit the effectiveness of those already on Council. Board members should be fully briefed about its insurance and liability policy and its coverage to ensure they are aware of any limitations or additional exposure that may arise through their membership on particular committees. In many cases, boards can institute measures to mitigate these residual risks.

Communication

A governance best practice is for the Council to take responsibility for determining the organisation’s communications with its stakeholders. Council should determine how the NPO will communicate with stakeholders, the kind of information it will disclose, and the conditions under which disclosures will be made. It should also determine the individuals within the Society to whom the Council will delegate the authority to speak publicly for the organisation. Council should also consider the way in which stakeholders can best provide feedback to WFUMB, and how that information is used.

Council should approve the content and distribution of the annual financial statements and its annual report. This includes any required disclosures to regulatory authorities or funding bodies, including reporting to tax authorities.

Agreed minutes or information to be provided to each Federation.

What does the law expect of you personally?

As a Councillor, you must:

  • be honest and careful in all your dealings
  • know what WFUMB is doing
  • make sure that WFUMB can pay its debts on time
  • see that WFUMB keeps proper financial records
  • act in WFUMB’s best interests, even if this may not be in your own interests
  • use any information you get through your position properly and in the best interests of WFUMB. Using that information to gain, directly or indirectly, an advantage for yourself or for any other person, may be a crime or may expose you to other claims
  • If you have personal interests that might conflict with your duty as a councillor, you must generally disclose these at a council meeting.

What work must a Councillor do?

WFUMB’s constitution sets out the Councillors’ powers and functions.

You must be fully up-to-date on what WFUMB is doing:

  • Find out and assess for yourself how any proposed action will affect WFUMB’s business performance, especially if it involves a lot of the money
  • Get outside professional advice when you need more details to make an informed decision
  • Question the administrative manager about how the business is going; and
  • Take an active part in Council’ meetings
  • At all times abide by patient confidentiality with consent to use of images.
  • Ensure you are representing the relevant Federation according to their expectations and responsibilities for each Councillor

Only be a Councillor or officer if you are willing, able and have enough time to put in the effort. 

What official records must you keep?

As a Councillor, the law makes you personally responsible for keeping proper records.

You must see that WFUMB keeps up-to-date financial records that:

  • correctly record and explain its transactions and
  • explain WFUMBs financial position and performance.

WFUMB must have financial records so that:

  • true and fair financial statements can be prepared if needed
  • financial statements can be conveniently and properly audited if necessary

What are financial records?

Some of the basic financial records that the law may require an organisation to keep are:

  • general ledger, recording all the organisation’s transactions and balances (e.g. revenue, expenses, assets, liabilities) or summarising transactions and balances detailed in other records
  • cash records (e.g. bank statements, petty cash records)
  • debtor and sales records
  • creditor and purchases records
  • wage and superannuation records
  • inventory records
  • investment records (e.g. contract notes, dividend or interest notices, certificates);
  • deeds, contracts and agreements.

You may keep some financial records electronically, but you must be able to convert them into hard copy so that you can give them to anyone entitled to inspect them. Make backup copies of electronic records regularly (for example, weekly or daily).

Financial reports should be provided to the Federation on an annual basis in line with the General Assembly.

We may also require information to be lodged (e.g. where we notice that data is missing).

A final word and to find out more

Finally, you are unlikely to get into trouble if you:

  • are honest and careful in dealing with the organisation and on its behalf with others;
  • understand your legal obligations and make compliance with them part of your business;
  • keep informed about WFUMB’s financial position and performance;
  • get professional advice or more information when you are in doubt; and
  • give the interests of WFUMB, its shareholders and its creditors top priority.

FOR FURTHER INFORMATION  

All enquiries should be directed to:

Lynne Rudd
WFUMB Administrative Manager
PO Box 72718
London SW19 9HD
Phone: +44 7752589099
Email: lrudd@wufmb.org