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Member of the Victorian Advisory Board


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Position description

Member of the Victorian Advisory Board of Australian Red Cross

Eligibility

To be eligible to join the Victorian Advisory Board a person must:

• be over 18 years of age; and
• not be an employee of Australian Red Cross.

AND EITHER BE ELECTED BY THE VICTORIAN MEMBERS

• having been a Governance Member of Australian Red Cross for a minimum continuous period of six months;
• be a Governance Member of the Victorian Division at the date of nomination; and
• be nominated by two Governance Members of the Victorian Division who have been Governance Members for a minimum continuous period of six months as at the date of the nomination.

OR BE APPOINTED BY THE VICTORIAN ADVISORY BOARD

• having specific skills to further and promote the interests of the Division, as determined by the Divisional Advisory Board. One of the appointed positions will be reserved for the Chairman of the Youth Advisory Committee or the Committee's representative.

Divisional Advisory Board obligations

Victoria is a Division of Australian Red Cross and as such is governed by the Divisional Regulations 2010 which prescribe certain Advisory Board member compliance obligations in regulation 3.15. All members elected or appointed to the Divisional Advisory Board must comply with -

• the Rules, Regulations and the Governance Manual of Australian Red Cross, including the Fundamental Principles of the Red Cross & Red Crescent Movement;
• applicable Federal, State or Territory legislation including requirements for satisfactory police checks for members of decision-making entities; and
• the Conflict of Interests Policy and Code of Conduct approved by the Australian Red Cross Board.

Other requirements

Each Victorian Advisory Board member must:

• act with integrity;
• exercise sound, independent judgement;
• have sound communication skills;
• act with diplomacy;
• have an understanding of governance issues;
• be willing to engage in member and volunteer activities;
• discharge their duties in good faith and honestly in the best interests of Australian Red Cross with the level of skill and care expected;
• use the powers of office for proper purpose, in the best interests of Australian Red Cross as a whole;
• act with required care and diligence, demonstrating commercial reasonableness in their decisions;
• not make improper use of information gained through their position on the Victorian Advisory Board; and
• not allow personal interests, or the interest of any associated person, to conflict with the interests of Australian Red Cross.

All Members of the Victorian Advisory Board, in their capacity as Victorian Advisory Board Members, have no individual authority to participate in the day to day management of the Division. That is, Members of the Advisory Board should not make any representations or agreements with suppliers, customers, clients, employees, or other parties or entities unless authority is expressly provided in the Charter or Rules or delegated by the Australian Red Cross Board, through a resolution to the member of the Advisory Board either individually or as a member of an Australian Red Cross Board, Division or Committee.

Divisional Advisory Board responsibilities

Role and Function
The Victorian Advisory Board operates within the Division of Victoria in accordance with National Consolidated Royal Charter, Rules and Regulations, and under the formal delegations and policies of the Australian Red Cross Board, including the National Functions Framework.

Regulation 3.3 of the Divisional Regulations 2010 prescribes that, subject to the above, the Divisional Advisory Board will:

Advisory role
• advise the Executive Director on strategic Divisional issues;
• respond to any matters referred by the Executive Director, as required;
• consider issues of significance to the Division and Australian Red Cross (and the Chairman of the Divisional Advisory Board may report on the deliberations to the President of Australian Red Cross);

Governance role
• establish Board Advisory Committees as required as prescribed in the Divisional Regulations;
• establish and regulate branches and regions as prescribed in the Divisional Regulations;
• approve or reject applications for membership, suspend and terminate Divisional Members;

Promotion role
• promote the recruitment of Members and Volunteers;
• make local awards and make recommendations for national awards to the National Awards Committee;
• actively promote the work of the Red Cross within the Division;
• liaise with community, government and business leaders on behalf of the Division;
• in accordance with the Rules, appoint a Divisional Patron and a Vice-Patron or Vice-Patrons;

Communication role
• act as a communication channel for the views of Members and Volunteers; and
• report to Members and Volunteers on relevant national and Divisional priorities and activities.

Composition of the Divisional Advisory Board

The Victorian Advisory Board will determine the number of its members, but such number must be not less than seven (7) members and not greater than twelve (12) members who are elected or appointed, with the number of elected members being greater than the number of appointed members.

The Victorian Advisory Board has determined that its membership should reflect diversity factors such as gender, age and culture, and should be comprised of people, who collectively have particular skills, strengths and experiences in the following areas:

• Links and a background in the human services and community sector - in terms of service development, delivery and assessment;
• Links and a background in emergency services;
• A deep understanding of the law and/or International Humanitarian Law;
• Client / customer focus and expertise;
• Links to, and networks with, the policy and decision-makers in government and the corporate sector;
• Links to the grassroots membership, including the branch and regional structure and groups targeted for future membership development (e.g. youth, cultural diversity etc);
• An understanding of volunteer based organisations;
• Executive level experience in a complex organisation, including governance, strategy, change management, human resources and financial management; and
• Mentoring experience and skills.

Given the critical role of the Chairman of the Regional Representatives Committee in achieving the Divisional Advisory Board Responsibilities, the Victorian Advisory Board has determined that the Chairman of the Regional Representatives Committee should be a member of the Victorian Advisory Board. Under normal circumstances, this would occur through the election process with the election of the Chairman of the Regional Representatives Committee preceding the election of Victorian Advisory Board members. However, if for any reason the Chairman of the Regional Representatives Committee is not / cannot be elected to the Victorian Advisory Board, the Victorian Advisory Board will consider appointing the Chairman of the Regional Representatives Committee as an appointed member of the Victorian Advisory Board due to the importance of this role as a communication channel to and from Members and Volunteers. If at such a time the Victorian Advisory Board has its maximum of twelve members, the Victorian Advisory Board will consider inviting the Chairman of the Regional Representatives Committee to be in attendance at meetings of the Victorian Advisory Board.

Period of appointment

The elected Advisory Board members shall be elected for a period of two (2) years and are eligible to be re-elected for a further three consecutive (3) terms of two years each term, not exceeding eight (8) years in total.

This maximum term may be extended, in accordance with the Divisional Regulations, if a person is elected Chairman or Deputy Chairman.

The Victorian Advisory Board may appoint additional persons at any time, who have specific skills to further and promote the interests of the Division. Appointed members of the Victorian Divisional Board will be eligible to vote at meetings of the Advisory Board. The term of office for an appointed member of the Advisory Board will be the same as for elected Advisory Board members.

The Divisional Regulations 2010 provide for the filling of a Casual Vacancy in Regulation 3.13. A period of service filling a Casual Vacancy will not be included in the maximum period of continuous service (eight years).

If a person has served the maximum period of service, he or she is not eligible to stand for re-election to the Divisional Advisory Board for a period of one year from the end of his or her final term.

Although not specifically prescribed in the Divisional Regulations 2010, the President of Australian Red Cross has advised that it was the intention of the Australian Red Cross Board that the above periods of appointment commence with effect from 2009, being the year in which the Divisional Regulations 2009 became operational.

Suspension of a Divisional Advisory Board Member

The Divisional Advisory Board may suspend a Divisional Advisory Board Member if there are reasonable grounds to believe the member may have failed to satisfy the Divisional Advisory Board Obligations or Responsibilities set out above or may fall within the circumstances pertaining to the removal of an Advisory Board Member from office as set out below, in accordance with the Divisional Regulations 2010.

The suspension may remain in force until an investigation has been concluded, or as determined by the Divisional Advisory Board.

Cessation of office as a Divisional Board Member

A member of the Divisional Advisory Board will cease to hold office immediately upon that member entering into a contract of employment with Australian Red Cross.

Removal of Advisory Board Member for office

The Divisional Advisory Board may, by a vote of two-thirds of the members of the Divisional Advisory Board, remove a member of the Divisional Advisory Board from office on the ground that the member:

• has failed to comply with the Divisional Advisory Board Obligations and / or Responsibilities above;
• has failed to attend three consecutive meetings of the Divisional Advisory Board without leave of absence, or just cause;
• has a medical condition which renders the member incapable of discharging the responsibilities of a board member;
• is an undischarged bankrupt;
• has been convicted of an indictable criminal offence; or
• has been banned from holding office as a director of a corporation (or an equivalent body) by any regulatory authority.

Each new member of the Victorian Advisory Board will be provided with a copy of this Position Description upon election/appointment.

Updated 24 March 2011.