Eligibility Criteria

As detailed in Clause 13 of the Constitution, The Board shall comprise of:

1. Elected Directors who must be all Registered Shooting Members or Life Registered Shooters of the Company
2. A Director must be independent and must not hold an Official Position or be an employee (disqualifying position) of the Company or a Member State or Zone. For the avoidance of doubt, an official position on the executive, or as an employee, of a Member State or Zone is a disqualifying position for the purpose of this clause. A person elected or appointed as a Director at the time of holding a disqualifying position must resign from that disqualifying position within 30 days, failing which they automatically vacate office as a Director under clause 13.14.

ACTA Directors Duties - Requirements

In this document the term ‘director’ refers to the people who make up an organisation’s board. In some organisations these people may be known as the board members, committee members, trustees, councillors, governors or by another name.

To whom do directors owe their duties? Directors’ duties reflect the relationship that directors have with the organisation and its members. Directors are entrusted with the responsibility of governing an organisation and the law expects that they will act in the best interests of the organisation and be accountable for their actions.

Directors owe their duties to the organisation as a whole – meaning that they must act in the best interests of the organisation and its members. It is assumed that the organisation will exist on an ongoing basis (in perpetuity), and as such the interests of future members should also be considered.

In exercising their responsibilities, directors also need to consider how their decisions might impact other stakeholders who are not members, such as clients and community members.

Role of the board

The board is responsible for the overall governance, management and strategic direction of the organisation. As a result, the board has ultimate accountability for its activities and performance. Boards are comprised of an organisation’s directors who can only exercise their authority when acting as a collective.

This means that directors may still be held legally responsible for decisions of the board, even though they may not have supported any particular motion individually.

The role of the board may vary slightly depending on the nature of the organisation. The boards of smaller or newer organisations or those without paid staff, may have a more operational focus, whereas the boards of larger and more established organisations may take a more strategic approach to their work. Boards must decide for themselves how best to contribute to their organisation to make a positive impact and to meet their duties under the law.

The role of the board can be broken down into six different dimensions:

Strategy

Establish strategies to guide, monitor and control the organisation’s activities.

Resources

Make resources available to achieve the strategy and oversee their use.

Performance

Monitor the organisation’s performance, both financial and operational.

Compliance

Oversee processes to comply with legal and regulatory requirements.

Risk

Oversee a risk management framework that supports informed decision-making by the organisation.

Accountability

Report progress and align the collective interests of members, stakeholders, board, management and employees.

Directors’ duties

There are two sources of directories duties: general law and statute.

Under the general law, directors have duties that are based on the relationship they have with the organisation. This is a special relationship based on trust; a relationship akin to being the trustee of someone else’s money, and for this reason directors’ duties are sometimes called ‘fiduciary duties’.

Directors’ duties are usually also set out under statute, though the way this is done will depend on how the organisation is incorporated.

The four main legal duties based on general law and statute are to:

1. Act in good faith and for a proper purpose This duty has two parts. Firstly, acting in ‘good faith’ means that directors must act honestly, fairly and loyally. It requires that directors act in the best interests of the organisation (rather than in their own personal interests). The requirement to act for a ‘proper purpose’ means that a director’s decisions must further the organisation’s purpose and be made within the board’s legitimate authority.

2. Act with reasonable care, skill and diligence

Directors must take their roles seriously and be diligent in the exercise of their responsibilities. That includes taking the necessary time to prepare for board meetings, keeping abreast of the organisation’s activities and understanding the organisation’s financial position (including making sure the organisation can pay its debts when they are due), and attending and participating in board meetings.

3. Not to improperly use information or position

Information provided to directors to support them to fulfil their roles must only be used for the benefit of the organisation. Directors cannot use information provided to them as a director, or their role as a director, to harm the organisation or to gain an improper advantage for themselves or another person or organisation.

4. Disclose and manage conflicts of interest

Directors have a duty to act in the best interest of their organisation. At times, a director’s personal interests (such as their investment interests) or their other duties (such as to another organisation of which they are a director) may conflict with this duty. This is called a conflict of interest.

Conflicts of interest can also affect other people involved with the organisation, such as management and staff, and it is important that these conflicts are also identified and managed.

There are three types of conflicts of interest:

Standards of Governance , for example, privacy, disclosure of conflicts of interest and compliance with internal policies

Standards of Behaviour , for example, respect for diversity, use of organisational resources and professional communication

Unethical Behaviours , for example, prohibiting use of illegal substances, sexual harassment and bullying

The first step to managing conflicts of interest is identification. It is good practice for the chair to invite directors to declare any conflicts of interest at the beginning of each meeting.

Once a conflict has been identified, the board must decide how it will be managed. For example, it may be required that the conflicted director:

• Refrain from participating in any discussion about related matters;

• Remove themselves from the room; or

• Abstain from voting on any matter related to the conflict

This is called taking remedial action. The appropriate remedial action will depend on the nature of the conflict and boards will need to determine how best to manage a conflict based on the circumstances of the situation.

There is some misconception that directors who are not remunerated for their work (sometimes called ‘volunteer directors’) are subject to lower standards of legal responsibility. This is not the case, and individuals should think carefully before accepting the responsibilities of directorship.