Guide: What to do after a Director resigns? | Scribe

    Guide: What to do after a Director resigns?

      Introduction

      When a Director resigns from the board, it's important to handle the process systematically and in compliance with legal requirements, as well as the charity's constitution or rules. See Social Enterprise Australia's constitution here.

      Key activities and responsibilities

      Both key stakeholders in the management team and the Company Secretary may be involved in carrying out activities following a Board Director's resignation. Specifically, we may see this breakdown:

      • Company Secretary

        • Board related activities

          • Informing the entire board about the resignation as soon as possible (if any are not in the know)

          • If the departing Director holds a specific office (e.g., Chair), arrange for an interim replacement

          • Record and store the written resignation from the Director, specifying the effective date of resignation

        • Legal and regulatory compliance

          • Check the charity’s constitution or rules for any specific procedures to follow when a Director resigns

          • Updating the Australian Charities and Not-for-profits Commission (ACNC) within 28 days

          • Updating the Australian Securities and Investments Commission (ASIC)

        • Coordinating board meetings (and respective agendas) to discuss, or take note of the resignation

        • Updating any board records (such as the Director Register)

        • Facilitating the succession planning process

      • Management

        • Financial considerations

          • If Directors are paid a sitting fee, ensure all financial matters involving the departing Director are settled, including any outstanding expenses or remuneration

          • Retrieve any property of the charity in the Director’s possession (e.g., documents, keys, equipment).

        • Administrative considerations

          • Remove Directors from any internal systems

          • Update any internal documents that list board members and their roles

          • Plan communication (internal and external facing) including farewell and acknowledgements

      Conclusion

      The resignation of a Director from the board of Social Enterprise Australia is a significant event that requires careful management and coordination between the Company Secretary and the management team. This guide outlines the key responsibilities and steps to ensure a smooth transition, in compliance with legal requirements and our charity's constitution.

      Should you have any questions or require further clarification on any aspect of this process, please do not hesitate to reach out to the Company's COO.