| 3.1 |
The Board of Directors shall hold at least three ordinary meetings each year. The quorum is one half of the number of members of the Board of Directors. |
| 3.2 |
The proceedings and decisions of meetings are recorded and circulated to the full board of Directors. |
| 3.3 |
List of Board Members & Designations
President (1) Vice President (1)
Secretary (1) Vice Secretary (1)
Treasurer (1) Vice Treasurer (1)
Director (5 – 7) |
| 3.4 |
Being the highest policy making and governing body of the organization, the Board of Directors has the ultimate responsibility to ensure that the Clinic is governed and managed properly and prudently to achieve effectiveness, credibility and sustainability of the organization in the pursuit of its mission. The Board of Director as a whole is responsible for the following tasks, and each Board member plays a part in it:
- Set and periodically review the vision and mission statements of the Clinic to keep its goals and objectives relevant.
- Focus on policy-making, strategic issues and governance of the Clinic, while delegating the management and implementation role to the CEO/GM and staff.
- Discuss and approve the strategic plans, key directions and annual work plans of the Clinic.
- Review work progress reports to monitor and evaluate performance of the Clinic.
- Review and approve the annual budget and financial statements of the Clinic.
- Plan for development, succession and diversity in composition of the Board.
- Promote the work, services and mission of the Clinic to the community.
- Participate in activities that develop the Board to better serve its governance role (e.g. board self-assessment, board retreat, training workshops, networking and liaison with government agencies).
- Promote, support and participate in the Clinic’s fundraising and other activities.
- Take up any other duties and projects assigned by the President or the Board.
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| 3.5 |
The key office bearers of the Board of Directors are the President, Secretary and the Treasurer.
(a) Responsibilities of the President
- Chair all meetings of the Board and that of the other committees so assigned.
- Appoint the Chairpersons and members of the respective Committees under the Board.
- Lead the Board and other committee so assigned (e.g. HR, Medical Committee) in undertaking all duties necessary to achieve the long-term goals and objectives of the Clinic.
- Ensure that the Board functions effectively and fulfills the responsibilities conferred by NCSS.
- Steer the Board to focus on policy-making and strategic issues rather than micro-management issues.
- Identify and cultivate potential Board and Committee members and lead the training of current Board members.
- Be the spokesperson of the Clinic to the media and community.
(b) Responsibilities of the Secretary
- Serve as Secretary of the Board.
- Serve as Secretary of the Annual General Meeting.
- Prepare for induction, orientation, and training for Board members, including Board self-assessment.
- Update job descriptions and duties of Board members when necessary.
- Recommend candidates for Committees under the Board.
- Handle correspondence on behalf of the Board, with the advice of the Chairman of the Board.
- Coordinate with the Clinic’s Legal Advisors on legal matters related to the Board.
- Prepare the Annual Report for approval of the Board, and its subsequent submission to the AGM.
- Appraise the performance of the CEO, consult other Board members, if necessary.
(c) Responsibilities of the Treasurer
- Act as the Board’s representative in ensuring the proper development of the financial policies and procedures of the Clinic, and that appropriate financial transactions and reports of the Clinic are kept and available to the Board.
- Report to Board at least once every four months (as specified in the Constitution) or as decided by the Board (if frequency is higher than stated in the Constitution) the financial statement and highlight the key financial matters and transactions.
- Meet annually with the auditor together with the Audit Committee.
(d) In the event of a crisis in the Management’s (CEO) succession plan, the President and Secretary and Treasurer will oversee the Clinic’s operation. |
