Principle 2: Board composition and operation

Many state sporting organisations have smaller boards with sub-committees for planning purposes.  The number of directors on the board should reflect the size and activity of the state sporting organisation.

It is recommended directors are elected for two or three year terms with a maximum term in office (usually not more than 10 years).

Directors should be elected in a staggered rotation.

A staggered rotation encourages new members to join the board, while a number of existing directors remain. This system ensures the board retains individuals with a working knowledge of the state sporting organisation and welcomes new directors.

Every year a number of directors (generally a third) are required to step down, or seek re-election. Directors can be re-elected as long as they don’t serve over the maximum term limit.

The members of the state sporting organisation should elect the majority of the board.

Independent boards, where directors are elected for their professional skills  and not because of the region, association or club they represent, are recommended. This allows for a range of skills to be represented, for example, legal, marketing and sponsorship or sport specific.

The board should have the power to appoint up to two directors.

Appointed directors are chosen for their professional skills and are not always members of the sport. They are typically appointed for shorter terms (usually two or three years) but may stand for election after their first term.

Decisions should only be approved if the majority of the voting members agree.

Casting votes are not recommended. If the membership’s vote is split evenly on a decision the vote should be rescheduled to another time. The President/Chair of the state sporting organisation should not be provided with an extra vote (a casting vote) to ensure a decision is made.

It is important for the board of a state sporting organisation to have a mix of expertise, skills and knowledge related to the sport and business. Skills in marketing, law, finance and human resource management are useful to state sporting organisations.

State sporting organisations should formally review the skills and the diversity of their directors to identify if any skills are missing. Appointed directors may then be appointed to fill these gaps.

Large state sporting organisations may choose to create a nominations sub-committee. This group is responsible for reviewing the mix of skills on the board, identifying potential directors and recommending nominees with the desired skills.

Sport and Recreation has developed a Board Skills Audit. The audit is facilitated by Sport and Recreation and this service is provided at no cost to state sporting organisations. Contact Communities, Sport and Recreation on 1800 252 476 for information.

Board directors are considered the ‘governors’ of the state sporting organisation. The members are the ‘owners’.

Ensuring board directors are unable to vote at general or annual general meetings provides the members with full control over the decisions that impact their state sporting organisation.

State sporting organisations that have a balance of males and females on their board experience better decision-making, innovation and creativity.

Women are currently under-represented on the majority of state sporting organisations in Tasmania, and these organisations are encouraged to increase the number of women on their boards.

The Australian Sports Commission’s position is that each National Sporting Organisation should seek to achieve a target of 40 per cent representation of females on their boards. The Tasmanian Government’s position is that State Sporting Organisations and clubs should seek to achieve a target of 50 per cent representation of females on their boards.

It is recommended that the board choose the President/Chair and not the members of the state sporting organisation.

The President/Chair is commonly considered the leader of the state sporting organisation but it is the board that leads, not one individual.

The President/Chair’s role is to lead the board by chairing meetings, being the main spokesperson for the organisation and providing support to the other directors. The board should choose the President/Chair who has the respect and confidence of the other directors.

Paid staff, such as a chief executive officer or general manager, should not be board directors, and should not be entitled to vote on decisions.

A state sporting organisation should have clear separation between the board and any paid staff. This separates the processes of approving decisions, and that of implementing the management and operation of these tasks.

State sporting organisations without paid staff may delegate tasks to individual board directors or sub- committees. It is recommended that board meetings be structured to allow time to focus on both strategic and operational matters.

Members must have the right to remove one or all of the board and be able to change the constitution. The constitution must outline how this may be done.

Directors on the boards of state sporting organisations are volunteers and often have other roles (paid and volunteer), which may include sitting on the board of other organisations.

It is important to identify any conflicts of interest. A conflict of interest may arise if a director is considered to be in a position where they (or another organisation they represent) may personally gain from a decision authorised by the board.

Identifying and avoiding conflicts of interest:

• The state sporting organisation should maintain a conflict of interest register and have a process of identifying any potential conflicts of interest before decisions are approved.

• It is recommended that directors be prohibited from holding official positions within affiliated clubs or associations and that they be required to resign from any such positions prior to taking office as a director of a state sporting organisation. Communities, Sport and Recreation’s template constitution incorporates this recommendation at clause 14.3(b).

• Leisure Networks Club Help template Conflict of Interest Register (Word)

The size of the state sporting organisation and the level of activity undertaken will influence how many board meetings are held each year.

The board should meet no less than five times each year and the dates of the meetings should be set in advance.

It is recommended that the attendance rate of directors is recorded and included in the state sporting organisation’s annual report.

State sporting organisations should develop a Board Attendance Policy and this should be included in an induction package for new directors (see 3.7). The Board Attendance Policy should conform to the organisation’s constitution.

• Institute of Community Directors Australia’s template Board Attendance Policy (Word)

An annual work plan for the board should include any major activities such as the annual general meeting, budget approvals, strategic and operational plan reviews and paid staff and board performance evaluations.

The schedule of dates for board meetings should be agreed to in advance.

Board meetings should have agendas, with minutes taken to detail discussions and document decisions approved.

Board meetings should adhere to the time limits in the agenda and adequate time should be given to each agenda item. Meeting minutes should be distributed within a week.

It is important that directors understand the legal requirements of their state sporting organisation. This includes how many directors and/or members are required to have a quorum, the amount of notice required to call a meeting, what items can be discussed at the meeting, and nomination/voting procedures. This information should be outlined in the state sporting organisation’s constitution.

• Sport Australia agenda template

Succession planning is the process of anticipating future board vacancies and identifying prospective candidates. Boards should be proactive in approaching potential candidates with a goal of achieving continuity in skills and increasing diversity and gender balance amongst board members.

• “Hints for succession planning” is available from Leisure Networks ClubHelp (PDF)