Board member (voluntary)

 Position Description: Board member (voluntary)

 Position title: Board member

 Nature of engagement: Pro bono Board member (co-opted)

 Date issued: December 2023

MoWSA is a not-for-profit incorporated association and Australian Registered Body, the activities of which are governed by the MoWSA Constitution, the Associations Incorporation Act 1985 (SA), the Corporations Act (Cth), the Australian Charities and Not-for-profits Commission Act 2012 (Cth) and other Commonwealth, State and Territory legislation. The responsibilities of a MoWSA Board member are determined by statute and common law.

MoWSA is governed by a skills-based Board comprising up to 10 Board members (7 elected by members, 3 co-opted (appointed by the Board)). There are presently 8 Board members. The Constitution provides for maximum three-year terms of appointment. A shorter term of appointment may be determined by the Board.

Provided Board members have not served more than 10 consecutive years they are eligible for re-election or re-appointment.

An effective board comprises individuals with integrity and the capacity for sound judgement, who have the appropriate mix of skills and experience.  A diversity of perspectives contributes to effective governance.  The Board seeks members with professional and volunteer experience and a diversity of genders, ages, ethnicity and geography.

A Board member is bound by an overriding fiduciary duty to act in good faith and in the best interests of MoWSA as a whole.  This must take precedence over the interests of any other party and individual interests. The MoWSA Code of Ethics and Conduct Policy applies to all paid and voluntary workers, including Board members.

In line with its overriding governance responsibilities, the principal functions of the Board are:

1. determining the vision and purpose of MoWSA
2. agreeing the overall strategic directions for MoWSA, establishing short, medium and long term objectives and providing oversight to ensure achievement of the strategic direction
3. contributing to the oversight of public advocacy and policies to ensure the interests of MoWSA’s voluntary and paid workers and customers are protected
4. approving MoWSA budgets and other performance indicators, providing oversight to ensure MoWSA’s performance against them and initiating corrective action as required
5. ensuring that the safety of people and food products, and the provision of high quality services, remain paramount
6. ensuring compliance by MoWSA with applicable laws and regulations
7. ensuring the risks faced by MoWSA are identified, assessed and appropriately managed
8. regularly reviewing the quality, quantity and timeliness of the information received by the Board to ensure it continues to support the Board’s decision-making responsibilities.

Consistent with the non-profit status and strong volunteer ethos of MoWSA, Board members receive no remuneration. However, out-of-pocket expenses such as travel and training costs may be reimbursed as determined by the Board.

Board members must be prepared to meet the commitments that come with the role and are expected to attend Board meetings and relevant committee meetings. Board members must notify the Board in advance of any forthcoming absence from duties and, if for an extended period, to seek leave from the Board during that time.

Board members are expected to have considered Board papers and background material prior to a meeting. Board members must access their email communication regularly and as soon as possible when alerted to an urgent message or issue. Board papers are made available through an online portal. Printing of Board papers is discouraged.

The performance of the Board is regularly reviewed according to a protocol adopted by the Board. Board meetings are evaluated by the Board at the end of each meeting.

The Board currently meets 7 times per year. Meetings are generally of 3.5 hours duration (except for 2 full day strategy sessions) and are generally held on the third Wednesday of the month in the afternoon (from 12.30pm). Meetings are held at the MoWSA central office at Hilton. Videoconferencing facilities are available for members who wish to join the meeting remotely.  A Board member is strongly encouraged to participate as a member of at least one of the Board’s Committees.  These Committees ordinarily meet four (4) to six (6) times annually.

The minimum time commitment is approximately 60 hours per year.

Vacant positions – skills and attributes required

MoWSA is seeking to fill a vacancy for a co-opted Board member.

The following skills and attributes are sought:

1. previous board experience and formal training in directorship/governance, AND
2. EITHER (i) a demonstrable understanding of MoWSA‘s core beneficiaries and customer market from a branding/marketing perspective and/or a demonstrable understanding of MoWSA’s market from a consumer experience/consumer voice perspective, OR (ii) an enthusiastic and natural user of technology, digital platforms, smart devices and social media with a solid understanding of the strategic opportunities and risks emerging from increasingly digital business and service models.

Personal attributes sought in the successful candidate include:

1. demonstrable values consistent with MoWSA values – caring, respectful, integrity, collaborative, positive
2. the balance and maturity of judgment to understand the requirements of the role of Board member and to make a positive contribution to the work of the Board
3. visionary/strategic thinker
4. a demonstrable  history of co-operative working with others to set and achieve shared goals and objectives
5. the ability to identify the potential for conflicts of interest
6. sufficient time to prepare for and attend meetings and make an ongoing contribution to MoWSA’s business
7. a demonstrable clear understanding of the role of the Board and the way effective relationships between the Board, voluntary and paid workers are built and maintained.

To be considered an applicant must:

1. not be disqualified from managing a corporation under the Corporations Act 2001 (Cth) or disqualified from being a Responsible Person of a registered charity by the ACNC Commissioner, and otherwise satisfy additional requirements for Responsible Persons stipulated in funding agreements or other applicable regulations
2. never have been convicted of an offence against the Corporations Act 2001 or of an offence involving dishonesty which is punishable by imprisonment for more than 12 months
3. not be an undischarged bankrupt or currently subject to any personal insolvency agreement which has not been complied with
4. meet all requirements for membership as a volunteer of MoWSA, including a current Criminal History Check
5. be eligible for a Director Identification Number (ABRS).

A desirable attribute is membership of the Australian Institute of Company Directors (AICD), AICD qualifications or attendance at AICD or equivalent courses. Candidates resident in a State or Territory other than South Australia will be considered. To ensure Board diversity, culturally and linguistically diverse persons who are actively engaged in other businesses or organisations are preferred.