Operating Principles for Board Members

Adopted by Board 20 August 2012 to further define Board Member's code


I will respect and uphold the Objects and values and business activities of Stroud Heritage Conservation Incorporated being:

✦ To act as trustee of the Stroud Heritage Conservation Trust in its funding by way of grants the conservation of Stroud’s heritage-listed group of four buildings: St John’s Church, St John’s Rectory, the Parish Hall and Quambi House.
✦ To advance for community benefit the long-term conservation of the buildings.
✦ To solicit, accept and manage contributions as trustee of the charitable trust fund that will be administered by the association as trustee to advance conservation of the heritage buildings.
✦ To promote within Australia and overseas the heritage significance of the Stroud district through a website and through promotional activities.
✦ To investigate, prioritise and select conservation proposals that will benefit the heritage buildings, co-operatively with the buildings’ owners.
✦ To seek to promote an understanding of the advantages that conservation of the buildings brings to the cultural and economic life and prosperity of the Stroud district.


✦ I will act within the governing principles of Stroud Heritage Conservation Incorporated and the law, and abide by the policies and procedures of the association. This includes having knowledge of relevant policies and procedures.
✦ I will support the objects and mission of Stroud Heritage, championing it, using any skills or knowledge I have to further that mission and seeking expert advice where appropriate.
✦ I will be an active Board member, making my skills, experience and knowledge available and seeking to do what additional work I can outside Board meetings, including sitting on sub-committees.
✦ I will respect organisational, board and individual confidentiality, while never using confidentiality as an excuse not to disclose matters that should be transparent and open.
✦ I will develop and maintain a sound and up-to-date knowledge of Stroud Heritage Conservation Incorporated and its environment. This will include an understanding of how the association operates, the social, political and economic environment in which it operates and the nature and extent of its work.
✦ I will use the Trust’s resources responsibly, and when claiming expenses will do so in line with the association’s procedures.
✦ I will seek to be accountable for my actions as a trustee and will submit myself to whatever scrutiny is appropriate.
✦ I accept my responsibility to ensure that the association is well run and will raise issues and questions in an appropriate and sensitive way to ensure that this is the case.


✦ I will not gain materially or financially from my involvement with the Trust unless specifically authorised to do so.
✦ I will act in the best interests of the association as a whole, and not as a representative of any group – considering what is best for the Trust and its present and future beneficiaries and avoiding bringing the Trust into disrepute.
✦ Unless authorised, I will not put myself in a position where my personal interests conflict with my duty to act in the interests of the Trust. Where there is a conflict of interest I will ensure that this is managed effectively in line with the association’s policy.
✦ I understand that a failure to declare a conflict of interest may be considered to be a breach of this code.


✦ I will attend all appropriate meetings and other appointments or give apologies. If I cannot attend a meeting I will seek to appoint a proxy. If I cannot regularly attend meetings, I will consider whether there are other ways I can engage with the Trust.
✦ I will prepare fully for all meetings and work for the Trust. This will include reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time.
✦ I will actively engage in discussion, debate and voting in meetings; contributing in a considered and constructive way, listening carefully, challenging sensitively and avoiding conflict.
✦ I will participate in collective decision making, accept a majority decision of the board and will not act individually unless specifically authorised to do so.


✦ I will actively contribute towards improving the governance of the Board, participating in induction and training and sharing ideas for improvement with the Board.
✦ I will help to identify good candidates for membership of the Board in accordance with agreed selection criteria.


✦ I will endeavour to work considerately and respectfully with all those I come into contact with at Stroud Heritage. I will respect diversity, different roles and boundaries, and avoid giving offence.
✦ I recognise that the roles of board members, association members and volunteers are different, and I will seek to understand and respect the difference between these roles.
✦ Where I also volunteer with the organisation, I will maintain the separation of my role as a director and as a volunteer.
✦ I will seek to support and encourage all those I come into contact with at Stroud Heritage. I recognise my responsibility to support the chair.
✦ I will not make public comments about the organisation unless authorised to do so. Any public comments I make about Stroud Heritage will be considered and in line with organisational policy, whether I make them as an individual or as a board member.


✦ I understand that substantial breach of any part of this code may result in procedures being put in motion that may result in my being asked to resign from the Board.
✦ Should this happen I will be given the opportunity to be heard. In the event that I am asked to resign from the Board, I will accept the majority decision of the Board in this matter and resign at the earliest opportunity.
✦ If I wish to cease being a board member at any time, I will inform the chair in advance in writing, stating my reasons for leaving.