LEGATO Board Member Understanding 2024

 

A. Board Member Introduction

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The LEGATO Board sets our organisation’s strategic direction and goals, ensures its financial viability and that it has funds to meet its needs, oversees its governance, and maintains general oversight of the management of the activities of its staff, contractors, and volunteers.

 

Board Members are in the privileged position of providing essential governance and oversight to support the work of a vibrant and impactful membership organisation of 25 years standing. The LEGATO Membership, stakeholders, and allies represent an enormous asset to the Board in delivering our work.

 

It is expected that the commitment given to the organisation by its members will be reflected in the commitment given by board members. As such, we are committed to ensuring that the Board remains accountable to Members, while at the same time being open to new ideas and activities outside existing practice if these would be beneficial to the organisation.

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Board members are expected to behave in a positive way to promote and uphold the values of LEGATO and the global queer choral movement as we strive for equality through singing and engaging with a wide variety of audiences. They are expected to be advocates for our work and movement, including representing LEGATO at concerts, events, activities, festivals, and celebrations. LEGATO membership is diverse and intends to extend that diversity, and we hope to reflect this in the increasing diversity of Board membership.

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B. The personal qualities we are looking for in our Board Members

 

We seek board members who can demonstrate the following:

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- A strong commitment to the mission, values, vision, and aims of the organisation.

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- An understanding of, and acceptance of the legal duties, responsibilities, and liabilities of the LEGATO.

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- An understanding of and commitment to the role of a Membership organisation such as the LEGATO which depends upon its Member volunteers for its vitality.

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- An ability to work effectively as a member of a team.

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- A willingness to speak your mind and to be prepared when appropriate to adopt a view that may not be popular to ensure healthy debate and a balance of views.

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- A willingness to devote the necessary time and effort to your duties as a Board member, including a commitment and ability to attend Board meetings (with a minimum of four out of six / 65% of Board meetings each year).

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- To provide a balance of intellectual and emotional intelligence skills that come from your own experience to work with others in a problem-solving consensual environment.

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C. The structure of the Board

 

All Board members are eligible to vote at Board meetings and are Elected by the Members. Board positions are elected by the Board members.

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President - represents LEGATO, sets the agenda, chair meetings, and leads on external relationships and fundraising.

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Vice President - deputy to the President, provides support and advice to the President and other board members as required. Manages the Team Legato Volunteers.

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Secretary and Succession - responsible for creating meeting agenda, managing documents for LEGATO, organising or taking minutes at meetings, ensuring we meet our legal requirements as a charity and company, etc. To manage records for succession planning and communicate with future and past Board members.

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Treasurer, Finance, Governance  - Manages the budget and day-to-day financial operation of the LEGATO. Including managing the bank account and reserves, invoices for membership fees, and payment of invoices to LEGATO. Governance & and legal issues to ensure that legal, insurance, and employment requirements are met. To be aware of and carry out any statutory obligations.

 

Development and Fundraising Lead – to create and develop fundraising activities to meet the ongoing financial needs and plans of the organisation.

 

Membership and Members Services Lead– represents the Membership and its concerns on the Board, and manages the relationship with the Membership, managing the database of member Choir information, updates, etc Creates strategy to introduce new members.

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Communication Lead - managing LEGATO website, social media channels, and communications to membership.

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Project / Various Voices Lead - supervise and support the bid and delivery of our flagship festival. To facilitate and organise the logistics of member-focused events, including the Leadership College.

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Non-voting members of the Board

 

Team Board Advisor – appointed by the board and can be asked to attend a board meeting, but has no voting rights.

 

Team LEGATO Members - appointed by the board and can be asked to attend a board meeting, but have no voting rights.

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D. Board Terms of Service

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The Board has 7 members who each serve for two years, elected by LEGATO members at a General Meeting. board members serve a maximum term of six years TBC (as of the date of this document). It is planned for one-half of the Board to come up for election at any one time to provide continuity of Board service.

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E. Expected Time Commitment

 

The average Board Member’s time commitment is 10 hours each month. This includes a quarterly / bi-monthly online or in-person board meeting, other committee or group meetings, correspondence, reading, research, and connections with other groups, organisations, partners, donors, sponsors, and suppliers.

 

Board members are expected to read all relevant papers in advance of a Board meeting to ensure the optimal use by the organisation of their expertise and enthusiasm. Board members are expected to attend General Meetings and any other events and activities agreed upon; to take an active leadership role in any development and fundraising workshops and activities of LEGATO; to participate in the annual board retreat and any other board activities.

 

Board members are expected to use the knowledge, skills, or experience in which each has special expertise to help develop the organisation’s strategy and work. Accordingly, Board members are expected to serve on at least one committee, group, or team.

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F. Compensation and Expenses

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As service on the Board is considered an honour, Board members serve without compensation or remuneration and are expected to finance their expenses. Board members are permitted to seek support from their member choirs and can fundraise to support their board service. When appropriate, they may apply in advance for reasonable expenses to fulfill travel or other expenses on official LEGATO business, so long as receipts and invoices are supplied for any agreed official expenses or expenditures.

 

Serving on the LEGATO Board is a voluntary position and Board members may not receive remuneration for their services, and any subcontracted work must be declared and follow the Conflict of Interest process (see section I).

 

However, reasonable expenses access costs and contributions related to meeting the duties of the role can be covered where needed. Due to the international nature of LEGATO, the majority of meetings will be held online, including the AGM. On the occasion that physical meetings do take place, travel and accommodation may be part-subsidized where finances may prove a barrier.

 

Any access costs or reasonable adjustment costs for disabled trustees will also be covered.

 

Any expenses must be approved in advance by emailing The President and receipts and/or invoices supplied in advance of reimbursement. All trustees are individually responsible for declaring expenses received to their relevant tax body.

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LEGATO will also support trustees through formal and informal training, development, and peer support including, but not limited to, our Leadership College and tailored events as part of the Various Voices Festival.

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G. The Core Responsibilities of Board Board Members

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Every Board member of the LEGATO is individually and also collectively responsible for the overall governance and strategic direction of the organisation. As such, their responsibilities cover directly or indirectly the following areas:

 

i. Strategic oversight

 

- Setting, developing, maintaining, and periodically reviewing LEGATO’s vision, Mission, and values.

- Ensuring appropriate structures are in place to support and develop the growth of the LEGATO, as needed and appropriate

- Giving oversight to, authorising, and maintaining the organisational strategy including multi-year delivery.

- Monitoring risk through periodic review of our Risk Register

- Ensuring that there is an effective and monitored evaluation of LEGATO’s output, as well as impact in all activities that affect the public, donors, sponsors, and funders

- Monitoring and reviewing delivery in meeting the agreed objectives and priorities.

 

ii. Financial Oversight and Control

 

- Maintaining proper financial oversight and managing financial risk

- Agreeing on the annual budget, and reviewing income and expenditure to quarterly and annual management accounts

- Authorising authority to countersign on payments/bank transfers and any applications for grants

- Ensuring that any property is insured against all reasonable liabilities

- Appointing appropriately experienced independent auditors, subject to approval by LEGATO Membership at the AGM

 

iii. Protecting and enhancing the Reputation of the organisation

 

- Promoting fairness and mutual respect in all our business and undertakings internally and externally

- Promoting the organisation publicly and protecting its values and its reputation, internally and externally -

Ensuring that the public and social media of the LEGATO as authorised by the Executive Committee correspond to the current strategy and ongoing values of the organisation

- Representing LEGATO publicly at functions, events, and meetings as appropriate

 

iv. Development/Fundraising

 

- Providing oversight and strategic guidance in raising funds to deliver on our plans and meet our objectives.

- Ensuring compliance with any agreed and stated requirements of the funders of LEGATO work and thereby ensuring good stewardship and continuing relationships for the future

- Contributing and providing oversight to the fundraising strategy of the organisation and encouragement for those who implement it

- Actively getting involved in Development activities through making introductions or making exemplary donations where appropriate to provide a lead to the whole organisation

 

v. Legal and Charity Governance

 

- Ensuring that LEGATO complies with our Articles of Association, and pursues its stated charitable objectives

- Ensuring suitable policies and documents exist to support our charitable purposes and are implemented and monitored

- Ensuring compliance with the law in Germany and/or the law of Germany as indicated by our Articles

- Ensuring that our legal, insurance, data protection, and any employment requirements are met

- Ensuring we are aware of and carry out any statutory obligations and any changes in these obligations that would affect us

 

vi. Ensuring effective governance by the Board within the confines of a Membership organisation

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- Promoting the principles of equity, diversity, and inclusion in the recruitment of board members and thereby showing an example to the membership.

- Maintaining the effective performance of the work of the board members in the delivery of their work for the Board

- Ensuring that effective channels of communication exist between the Membership with its various volunteer committees and leads represented in the Board of Board members, around strategy, LEGATO governance, development/fundraising, and overall direction of the organisation.

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H. Board Code of Conduct

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Our board members operate according to a Code of Conduct and are subject to sanctions [at the date of this document, a process under discussion] for not complying with this code, which could ultimately lead to removal as a Director of the Board. All board members are expected to:

 

- Exercise the powers of your Board member position and actively fulfill your responsibilities in good faith and in the best interests of the LEGATO.

- Exercise these responsibilities, at all times, with due diligence, care, and skill reasonably and prudently.

- Respect and support the LEGATO constitution, policies, and majority decisions of the Board, and agree to comply with and support decisions even if you have voted against them while retaining the right to bring them back to the Board for further discussion

- Keep confidential all information learned about donors, contributors, staff, volunteers, and any other matters specifically determined by the Board to be matters of confidentiality, including matters dealt with during meetings of the Board.

- Respectfully conduct yourself at all times in how you communicate verbally and in writing in your capacity as a Board Member.

- Be aware of the sensitivities of others on the Board and an awareness that others may have different personal values, ideas, and perspectives to you that require respectful attention, even if you disagree with them

- Work in a collegial manner respecting that decisions are made by consensus and democratically by a vote of board members in attendance

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I. Conflicts of Interest

 

The standard of behavior at the LEGATO as a Charity/Non-Profit and a mutually supportive Membership organisation requires all staff, volunteers, and Board members to scrupulously avoid conflicts of interest between the interests of LEGATO, on one hand, and personal, professional, and business interests on the other. This includes not only avoiding potential and actual conflicts of interest but also any public or internal perceptions of conflicts of interest.

 

By maintaining such a standard, we will protect the integrity of the LEGATO decision-making process, thereby enabling all our stakeholders and Members to have confidence in our integrity, and in turn to protect the integrity and reputations of our volunteers, staff, and Board members.

 

Each Board member therefore is required to make a full disclosure of interests, relationships, and holdings that could potentially or perceptually result in a conflict of interest. In the course of Board meetings or LEGATO activities, you will disclose any interests in any transaction or decision where you (including your business or other non-profit / charity affiliations), your family and/or personal partner, spouse, employer, or close associates will receive a benefit or gain.

 

After any such disclosure, you understand that you will be asked to leave any meeting space for the discussion and will not be permitted to vote on the question.

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J. Board Member Verbal Affirmation

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I confirm that I fully understand and agree with the details outlined in this agreement, will fulfill the role and responsibilities of Board Member to the best of my ability in an open, honest, and collegial manner, respect and maintain the confidentiality of Board discussions, and decisions, and always declare in advance any conflict of interest.

 

I further understand that as part of an ongoing review of the commitment, practice, and workload of each Board Member, I will be asked to review this document and my past year as a Board Member at an Annual Board Member Appraisal Meeting with the Chair/President (or in the case of the Chair/President being appraised, with the Vice Chair/President), at which any issues that have arisen in the previous year concerning the role and responsibility of a Board Member as outlined in this document can be discussed. To be affirmed by each board member at each new year board meeting

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If you have any questions or are interested in serving LEGATO in any capacity please send us an email to board@legato-choirs.com

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