Jobs

Trustee/Company Secretary

Job

RedR UK is looking for a Trustee/Company Secretary to join its Board of Trustees.

Trustee Role:

The Trustee will  participate in the process of governance by contributing actively to the Board of Trustees’ role, ensuring that RedR UK pursues its stated objects as defined in the Memorandum and Articles of Association, by developing and agreeing a long-term strategy, setting overall policy, defining goals, setting targets and evaluating performance against agreed targets 

Main Duties and Responsibilities

  • Fulfil the legal requirements of being a Trustee by understanding and carrying out the statutory duties and responsibilities of Trustees.
  • Be familiar with the governing documents of the organisation include the Memorandum and Articles of Association, the Fundamental Principles of RedR International, the Governance Manual and the Strategic Plan.
  • Ensure that the organisation complies with its Memorandum and Articles of Association, charity law, company law and any other relevant legislation or regulations.
  • Ensure that RedR UK pursues its stated objects, as defined in its governing documents, by developing and agreeing a long-term strategy.
  • Ensure that the organisation defines its goals and evaluates performance against agreed targets.

SAFEGUARD THE GOOD NAME AND VALUES OF THE ORGANISATION.

  • Ensure the effective and efficient administration of the organisation, including having appropriate policies and procedures in place.
  • Ensure the financial stability of the organisation and the proper investment of RedR UK’s funds
  • Provide advice and guidance on new initiatives, or other issues in which the Trustee has special expertise.
  • ‚ÄčAttend and actively participate in Board Meetings, the AGM (note Article 37 in the Memorandum and Articles) and those Committee meetings of which they are a member. o read reports and materials provided for meetings in advance. o inform the Board Chair or Convenor of any reason why they are unable to attend.
  • On occasions, participate in Board decisions or advice to the CEO by e-mail/ telephone when the occasion demands.
  • Support the positions and decisions of the Board when dealing with members, stakeholders and the public.
  • Undertake an ambassadorial role on behalf of RedR UK including being prepared to give presentations on RedR UK’s work where appropriate.

Person Specification

  • Commitment and enthusiasm for RedR UK’s vision, mission and values.
  • Ability to operate strategically.
  • Good interpersonal skills and ability to work constructively with other trustees, management and RedR Staff to build positive working relationships.
  • Strong written and oral communication skills.
  • Well networked and willing to engage with contacts and/or fulfil an ambassadorial role for the benefit of RedR UK.
  • An ability to think creatively.
  • An ability to voice opinions and reach team decisions.
  • Commitment and ability to devote the necessary time to the role.
  • Attend Sponsors evenings, fundraising occasions and other events as required.

AUTHORITY AND ACCOUNTABILITY

Once elected or co-opted, the Trustee takes their authority from the authority given to the Board. Every Trustee is accountable to the Board for their performance. Limitations to Authority Trustees will not:

  • Cause or allow the Board to act outside its authority and limits of authority.
  • Enter into any legal or financial agreement on behalf of the organisation unless there is written authority from the Board.
  • Conduct themselves in a manner which does damage to the organisation or take part in activities which conflict with the Strategic Plan or take action that results in a personal benefit or gain from the organisation.
  • Speak officially on behalf of the organisation or disclose confidential Board matters unless authorised by the Board; or
  • Give direction to the CEO or the staff.
  • Communicate, usually, with members of staff unless permitted by the CEO.

CONFLICT OF INTEREST

To ensure open and transparent exchange of information between Trustees, potential Trustees will be asked to sign a declaration regarding their suitability to join the Board. Trustees will also be asked to disclose their interests in the RedR UK register of interests that is held by the CEO. The information provided will be maintained in this register in compliance with the Data Protection Act and General Data Protection Regulation. Trustees will make an immediate declaration any conflict of interest to the Board and avoid discussion or voting on thematter. Trustees are also asked to keep the information they have registered up to date on an annual basis.

TERM OF OFFICE

Trustees shall be elected for a term of three years with the possibility of two terms of renewal for a maximum of nine years. Exceptions may be made by the Governance Committee to extend this period for a maximum of an additional one year if this is necessary to maintain scarce skills and experience on the Board.

However, at each annual general meeting one-third of the elected Board of Trustees shall retire but all are eligible for re-election. Those longest in office since co-option or election shall retire first. In the case of an equality of period of service in default of agreement between the trustees, those to retire shall be selected by lot.

Company Secretary Role:

The role of the Company Secretary is as set out in the Companies Act and relevant legislation. The Charity Secretary’s overall role includes secretarial duties such as organising board meetings, managing the minutes, correspondence, updates and background information required by the board of trustees, ensuring records of membership, and other similar administrative responsibilities.

RESPONSIBILITIES

The responsibilities of the Company Secretary are:

  • To ensure that all decisions are documented accurately in minutes, policies and other documents:
  • To ensure the distribution of minutes, documents and notices of the organisation events to the Board members in a timely manner.
  • To ensure that the records of the organisation at Companies House and the Charity Commission are kept fully up-to-date, including the filing of annual returns, accounts, reports, resolutions and agreements.
  • To ensure that all legal requirements for the filing of reports and accounts are fully made
  • To ensure that an up-to-date and accurate register of Trustees and their interests is maintained.
  • To ensure that an up-to-date and accurate register of all Members is maintained.
  • To give the required formal notice of all meetings of the organisation as set out in the Articles of Association.
  • Distribute the Trustees Annual Report and accounts to every registered charity member of and every person entitled to receive notice of general meetings.
  • To ensure that people entitled to do so, can inspect company records.
  • To prepare for and to attend every meeting of the Board.
  • Report on any use of the Company Seal at the next meeting of the Board.
  • Manage the confidential filing section for all governance related issues.
  • Maintaining the Governance Calendar, ensuring that all actions are completed within the required timeframe.
  • Ensure organisational compliance with relevant legislation.
  • Maintain the risk register, ensuring that it is regularly updated and reviewed.
  • Coordinate the induction and exit process for Trustees.
  • Update the Governance Manual and carry out all other duties as required by law.

ACCOUNTABILITIES

The Company Secretary is accountable to the Board for performance to the agreed role and responsibilities and for compliance with the limitations of authority of the position. A Trustee chosen by the Board (usually the Chair) will review this performance on an annual basis. This review will agree expectations for the next planning period.

AUTHORITY

The Company Secretary receives their authority from the Board, which elects the Company Secretary. The trustees appoint and remove the Company Secretary (Art 47). The Company Secretary is authorised by the Board to record the actions and decisions of the Board in the official Minutes of the Board, to control the use of the Company Seal and to file any reports or returns required by Companies House or the Charity Commission. The Board shall provide the Company Secretary with the resources to carry out the role.

Limitations to Authority

The Company Secretary may not:

  • Record any action not authorised by the Board.
  • Give management direction to the CEO or any staff (when Company Secretary post is held by a Board Trustee).
  • Apply the Company Seal to any document other than in furtherance of the organisations objectives as specifically agreed by the Board.

TERM OF OFFICE

The term of appointment, at the first Board Meeting after the AGM, is for one year, with the possibility of annual re-election up to a maximum of 5 years. Exceptions may be made by the Board to extend this period for a maximum of up to one year if there are special circumstances to enable a successor to be found.

How to apply:

Email a CV and covering letter demonstrating your reasons for applying and suitability for the role to HR@redr.org.uk

Please note we will review applications on a rolling basis and will close the position once filled. 

Vacancy information