Understanding those two questions identifies when a vacancy is likely to occur. Many Boards have terms of two or three years with a right of renewal of one further term. That means you can serve a total of four years before you have to stand down.
It’s important to know what the Constitution says when you complete your first term. Do you automatically continue on if you so wish, or do you have to participate in an election/appointment process? It’s also important to know what happens at the end of your second term. If the Constitution requires you to stand down, can you stand down for a year and then your name forward again, or are you prohibited from ever standing again?
How do you get on to the Board?
What are the criteria for offering yourself as Director? Do you have to be a member of the organisation, or can anyone offer themselves?
Are Directors all elected or all appointed or is it a combination? Who has the right to appoint or nominate, and who is entitled to vote for the nominee? When does the voting occur? At the AGM, or prior to? Is it all the ‘members’ who vote, or is it a select group (such as a Council representing all the members)?
Does the Constitution provide for the Board to co-opt a member if the Board perceives a lack of competency in a certain area, and if so, how long is the co-option for? Until the next AGM, for a term similar to elected/appointed Directors, or for a specified term? What criteria will the Board apply in seeking a co-option?
Similar questions should be asked with respect to casual vacancies. Casual vacancies arise when a Board member resigns or leaves office before completing their term.
Does the organisation allow for the appointment of ‘Executive’ Directors? An Executive Director is usually defined as someone who is employed on a remunerated basis by the organisation, either in a full-time or part time position.
Before joining the Board
‘Due diligence’ is the process by which you gather vital business information about the organisation you intend to join as Director (before you make a final decision). You might ask questions covering:
The legal form of the organisation
When the Constitution/Rules were last updated
Director retirement policy
What governance policies are in place?
Directors’ liability insurance
Whether there have been any legal claims against the organisation in last three years. Are any of these still pending?
Is the CEO a voting board member?
Code of Ethics
The cash flow for last 13 months (has it been with +/- 5% of budget?)
Can all debts and liabilities be met as they fall due within next 12 months?
Is there an Audit Committee that operates effectively?
Who is the External auditor?
What are the CEO’s financial delegations?
Are the financial systems sound?
Is the CEO’s financial reporting effective?
What financial reports does the board receive and how frequently?
Who has cheque signing authority?
Frequency and length?
What Board or other Committees do Directors serve on?
Strategic Plan Exists and is reviewed how frequently?
CEO reports against strategic plan how frequently?
Length of service of CEO
Qualifications and experience of CEO
Frequency of appraisal of CEO
Who is it done by?
Have I received all relevant information regarding my potential role as a director?
Do I understand all my legal obligations?
Can I work with the other members of this board?
Is the organisation in sound condition?
Can I work with the Chair, the CEO?
Can I make the time commitment?