Articles written By Better Boards

Circular Resolution

A Circular resolution is a governance mechanism that provides a way for the board of directors of an organisation to make a decision or take a specific action (resolution) without requiring a board meeting to happen, instead allowing the decision to be made via a written document rather than an in-person vote. The Circular Resolution is an important tool to allow a board of directors to make decisions. The board would normally use one for uncontroversial and routine decisions that need to be passed and approved in between scheduled board meetings.

Flying Minutes

Flying minutes are a means of capturing a board decision outside of the normal meeting cycle. Flying minutes are another common name for a circular resolution. Just like a circular resolution the flying minute should document a resolution (decision) with wording to signify that those voting on the decision are in favour of the proposed outcome. Before the advent of board portals flying minute resolutions were often circulated via email or by fax.

How to Handle Conflicts of Interest at your Not-for-profit Organisation

A conflict of interest occurs when someone has the opportunity to use their authority to benefit themselves, instead of the party they’re supposed to be serving. In not-for-profits (NFPs), this can take the form of awarding lucrative supply contracts to family or friends, giving certain people exclusive benefits, or interfering with awards. NFPs have to consistently monitor for conflicts of interest, so that changes with the agenda and board members’ circumstances don’t create an issue no one catches.

Climate Risk Governance – The Role of the Board

Organisations can no longer ignore the pressing need for a proper climate risk governance strategy. Corporate liability due to failure to discharge duty in direct relation to climate risk is now a reality. Boards and directors can — and should — systematically apply a climate risk governance strategy to ensure they have discharged due care and diligence to mitigate this risk. At one of our recent webinars on Climate Risk Governance, Charlotte Turner, Senior Associate at MinterEllison, presented the key ways in which not-for-profit (NFP) boards and directors should effectively govern climate risk.

Clear and Effective Board Papers in Six Steps

In a recent webinar on writing effective board papers, Josh Dowse from Clarity Thought Partners and Head of ESG and Sustainability at SenateSHJ, outlined the six fundamental stages of creating and delivering effective board papers. Here are some key discussions from this webinar to assist you with the preparation of your board papers. Writing effective (and welcome) board papers is a challenge. Breaking it down into these six steps is the key to clarity and getting the result you want.

Free Minute Taking Course: An Introduction for Boards

Our free minute taking course has been developed to help you gain a solid understanding of Minute Taking. Not only is it a record of your board’s meetings, it is also a legal requirement in Australia. Yet too often, it is assumed to be a obligatory task that needs to be completed. Treating your minute taking as an important and necessary task means that your board will too. However, it helps to have a basic understanding of what is involved in being a minute-taker and taking the minutes.

Changing Your NFP's Legal Structure (Panel)

Leaders of not-for-profit (NFP) organisations face increasing demand for structure, accountability and transparency from members, government funders, regulators, and donors. There is also considerable growth of NFPs into multi-million-dollar organisations. How an NFP is incorporated (its legal entity) is one factor influencing how NFPs are run, and which informs perceptions of internal and external stakeholders about an NFPs governance. Legally, the process of incorporation creates an entity separate from the people who control it.

New rules for NFP Tax Reporting

This webinar is complimentary for anyone who wishes to register There are new tax reporting structures coming for NFP organisations in Australia. What do the changes to incoming not-for-profit tax regulations mean for your organisation? Changes to tax reporting are important for NFP organisations to stay abreast of and directors must have some awareness of them, director cannot simply lump them in the bucket of “managements problem”. Join Myles to find out more about coming changes you need to be aware of.

Organisational Transformation Panel

Many not-for-profit (NFPs) organisations were perfectly adapted to the industries or sectors in which they operated. However recent State and/or Commonwealth government reforms to create customer-driven, competitive market places are colliding with customer expectations and requirements, along with dramatic shifts in technology. Never before have directors, CEOs and executives/senior teams faced such significant strategic and organisational challenges, having to ‘work in the business, on the business and transform the business’.

Boards and Business Models

Business models are at the core of an organisation’s financial strength. It is therefore critical that Board members have a sound understanding of the business models of the organisations they govern. Beyond this fiduciary responsibility, improving business models is a great opportunity for Directors to bring more value to the table. This webinar looks at key ways to do this. In this session, Felicity will: Define and explain business models, and how they fit in relation to strategy, governance and operations Walk through key questions Directors should be asking to determine the health of existing business models Explore pathways for improving, re-imagining and creating business models Share real life case studies to bring the theory to life