Responsibilities of Officers

Your constitution, rules or memorandum and articles of association will usually specify whether your governing body comprises specific honorary officers. If your group is small and run solely by volunteers, it is particularly helpful for sharing out the work if every member on the committee is given a specific responsibility, such as chairing meetings, managing the production of the newsletter, recruiting members, fundraising, and so on.

For a treasurer, you need a person who is good at figures, understands accounts, and can explain accounts in layperson’s terms... 

Whatever the size of your organisation, having brief written role descriptions for everyone on the governing body is recommended. Examples for the chairperson, her/his deputy, secretary and treasurer are provided below. These are not set in stone and may need to be adapted for your own organisation. Please note that although officers may delegate some of their tasks to others, they remain responsible for ensuring that these tasks are completed.
The role of the chairperson at its most basic is to preside over meetings of the organisation, but the role is normally much more varied and takes in a wide range of responsibilities.
The responsibilities of the chairperson are to:
  • Chair meetings
  • Plan meetings and develop the agenda in conjunction with the secretary and/or the most senior member of staff
  • Provide leadership and ensure the effective operation of the governing body
  • Ensure that decisions made at meetings are implemented
  • Work closely with the organisation’s most senior member of staff (if any) 
  • Undertake the supervision and appraisal of the most senior member of staff (if any)
  • Provide a focus for the governing body of the organisation (please note, however, that the chairperson has no more authority than any other committee member unless this is specified in your governing document)
  • Act as a spokesperson for the organisation and/or the governing body
  • Sign and certify the annual accounts for the organisation.
An effective chairperson is one who:
  • Does not dominate meetings
  • Listens
  • Encourages and facilitates each member of the board to participate
  • Is able to direct the meeting in such a way that all views are heard without the meeting becoming bogged down on one item
  • Is impartial in letting all views be heard.
Vice chairperson
The main role of the vice chairperson is to preside over meetings when the chairperson is absent. The responsibilities of the vice chairperson are to:
  • Stand in for the chairperson if s/he is away
  • Assist the chairperson with matters between meetings
  • Deal with specific tasks or issues as defined by the governing body (for example, chairing meetings or dealing with personnel matters).
The vice chairperson needs all of the skills that make for an effective chairperson as described above. Therefore it is important to pay as much attention to the choice of the vice chairperson as to that of the chairperson. Remember that on occasions, due to illness, family circumstances, or the like, the vice chairperson may be asked to fill the role of chairperson on more than a temporary basis.
The main role of the treasurer is to maintain a financial overview of the organisation. 
The responsibilities of the treasurer are to:
  • Look after the finances
  • Oversee, prepare, present and approve budgets, accounts and financial statements
  • Prepare and present understandable financial reports to the committee
  • Ensure that the financial resources of the organisation meet its needs
  • Ensure that appropriate accounting procedures and controls are in place
  • Liaise with relevant people about financial matters
  • Advise on the financial implications of any new projects
  • Prepare the annual accounts before being passed to the independent auditor
  • Present the annual accounts at the AGM.
For a treasurer, you need a person who is good at figures, understands accounts, and can explain accounts in layperson’s terms. For organisations with no paid staff you will also need someone who has the required time to give to the role, as it is likely to entail a fair degree of work between meetings.
The role of the secretary at its most basic is to keep accurate minutes of meetings, although its responsibilities are frequently wider and more substantial.
The responsibilities of the secretary are to:
  • Help the chairperson to plan meetings
  • Organise the logistics of meetings
  • Take and distribute minutes
  • Deal with committee correspondence.
In an organisation with no paid staff the role of secretary is critical, and you need someone who is efficient, pays attention to detail and has good administrative skills.
In an organisation with paid staff, this role is often taken on by a member of staff. Keeping accurate minutes is a learned skill; minute takers do not need to record every word said, yet they need to record more than just the decisions made. Please note that the role and responsibilities of the company secretary (for companies – see below) is sometimes filled by the same person as the secretary, but often the roles are separate.
Company Secretary
The only legally required position for companies limited by guarantee is that of company secretary. Some organisations choose to appoint a member of staff or an external person as their company secretary, whereas others choose to have one of the directors take on the role, which consists of:
  • Making sure that the full name of the organisation is displayed outside the registered office, and that a change in the registered office is notified to the Companies Registration Office (CRO) within 14 days
  • Seeing to it that the certificate of incorporation is displayed
  • Ensuring that the company name, registered number, place of registration, registered office and directors’ names (and nationality if not Irish) appear on the organisation’s letterhead
  • Keeping the company’s registers (that is, lists of all members and directors) up to date and at the registered office (if not there, you must inform the CRO)
  • Notifying the CRO of any change in director, company secretary or home address within 14 days
  • Ensuring that all legal agreements and contracts are properly discussed, agreed by directors and kept in a safe place
  • Ensuring that the annual AGM is held within 18 months of becoming a company and at least every 15 months from then on provided that an AGM is held in each calendar year
  • Calling general meetings (AGMs and extraordinary general meetings, EGMs) at the request of the directors and/or members, according to the rules in the articles of association
  • Ensuring that due notice in accordance with your governing document (and, where relevant, company law requirements for general meetings is given) and that they are run according to the articles of association
  • Ensuring an independent auditor is appointed at the AGM
  • Ensuring that the accounts are properly prepared and audited (in conjunction with the treasurer)
  • Keeping the minutes book (AGM and EGM minutes and the minutes of the board of directors and any subcommittees); general meeting minutes should be open for inspection by members
  • Sending in the annual return to the CRO by the annual return date applicable to your company
  • Notifying the CRO within 15 days of passing special resolutions (for example, changes to the memorandum and articles of association or a change to the organisation’s name)
  • Keeping copies of all annual returns and accounts
  • Complying with any other duties as imposed by the Companies Acts 1963 – 2005.
The company secretary plays a very important role within the company, not least because s/he carries legal responsibilities under company legislation. An effective company secretary is one who has good administrative skills and an eye for detail. Ensuring that the necessary CRO returns are made (in full) needs a highly organised person who ensures that deadlines are met.