How does an association's Board of Directors function?

All the associations have a Board of Directors. This depends directly on how they are organized, as specified in their articles of association. bylaws. These precisely define the responsibilities of the Board of Directors.

They may be limited to day-to-day management and administrative powers, or be broadly extended to cover all decisions for which authority has not been expressly granted to the General Meeting.

Let's find out everything you need to know about the board of directors in an association.

Is it essential for an association to have a board of directors?

Having a Board of Directors is not compulsory, unless theassociation is recognized as being of public utility or has official approval.

For other associations, it is optional. However, all associations must convene an annual general meeting to adopt certain decisions, in the presence of their members.

Boards of directors are most often found in large associations. Why is this? As the association grows, it can become complex to hold traditional general meetings in an organized setting. The Board of Directors is smaller, and therefore easier to manage. Depending on the powers defined in the articles of association, it can take certain decisions in place of the general meeting.

Who makes up an association's Board of Directors?

Board members are called administrators. Each association is free to determine the number of directors it wishes to appoint.

These are usually the founding members of the association. Any salaried employees of the association may also take on the role of director, without having a preponderant influence over the other members.

The method used to select a director is defined in the bylaws.

They may be elected at a general meeting, or appointed by the association's Chairman, for example. A legal entity can be a director of an association. In this case, a natural person must be appointed to represent it at meetings.

The bylaws must also clearly specify the term of office, or any conditions governing the honorability of directors (age requirement, seniority requirement, etc.).

What is the role of the directors?

The powers of the Board of Directors are defined in the Articles of Association. In most cases, they are responsible for :

• Call the Annual General Meeting and set the agenda
• Preparing the provisional budget
• Define overall management objectives
• Open a bank account on behalf of the association
• Deal with the admission or exclusion of association members
• Close the association's accounts and propose the allocation of the year's income
• Take legal action on behalf of the association

In certain situations where the Board of Directors wishes to have wider powers, it is possible to introduce a clause in the Articles of Association stating that the Board has all the powers that the General Meeting does not have.

How does an association's Board of Directors function?

Notice must be given of each Board meeting.

The procedures for convening meetings are defined in the association's bylaws. Meetings may be convened by post or by electronic means. The definition of the agenda is also defined.

Minutes are taken at each meeting to record the proceedings. The minutes must contain :

• The name of the association
• Meeting details (location, date, start and end times)
• Those present, and those who chose to be represented
• Agenda
• Voted decisions (including those adopted and rejected)
• The exchanges between the various directors present

This document will be used to settle any disputes or to make subsequent management decisions. This internal document is not intended for public distribution.