Director Eligibility 

To be eligible to be a director of a company, you must be at least 18 years of age and consent to taking on the role and responsibilities of a director. You must provide your signed consent in writing before being appointed as a director. The company must keep this written consent and update ASIC whenever there are key changes to the company, including the appointment of a new director.

The OHA Constitution givens further guidance regarding Directors and the Organisation. 

As a company director, you must be in a position to guide and monitor the management of the company. You should only agree to become a company director or secretary if you are willing, able and committed to holding these important roles.

Before becoming a director, you should fully understand your role and legal obligations regarding the management of the company. Don’t become a director at the insistence of others, or on the promise that you will not have to do anything. You could be exposing yourself to serious liabilities if you accept such a role.

A company exists as a separate legal entity, and has a similar standing to a real person. Therefore, as a company director, you must carry out your duties in accordance with certain rules. You must always act in good faith, in the best interests of the company (even where this may conflict with your personal interests) and for a proper purpose. Find out more about company director key responsibilities.

• You will need to have a Director ID. This is usually a very easy process. The director ID is a unique identifier given to a director who has verified their identity with the Australian Business Registry Services, to help prevent the use of false or fraudulent director identities – (FAQ and what’s needed for application) 
• Can’t be bankrupt or going through a current insolvency claim
• Need to be honest in all your dealings
• Attend meetings and be active in meetings
• Directors have ultimate accountability under law for the financial performance of the organisation including fraudulent activity and can be liable for that if any company operations are found to be illegal, incl personally liable
• Insurances that individual board members carry to mitigate that liability (the cost of these will be covered by OHA insurance).
• Comprehensive guide to being a Director of a CLG

Overview of Director responsibilities

• Fulfil a 2 x two-year tenure.
• To attend and participate meaningfully in OHA board meetings (held monthly). 
• To complete prerequisite review of documents and readings ahead of meetings
• Contribute to perspectives regarding the board structure, roles, communication and decision making processes.
• Work with fellow board members to produce an annual report.
• Contribute to the development of overall long and short term goals and priorities for the organisation on behalf of the membership, the field of practice and the participants who would use the services of member organisations.
• Review agenda and minutes of meetings in a timely manner. Undertake agreed actions in a timely manner.
• Adhere to OHA Code of Ethics and OHA policy and practices in all aspects of Board responsibilities, voluntary work and conduct; including OHS

General board members may also be elected to roles such as Committee Convenors, Regional or International Representatives.

Desirable and supportive skill set

• Experience in / and proactive approach to learning about the role of Board Governance 
• Familiarisation with Board of Directors statutory responsibilities. 
• Capacity to attend the majority of OHA Board Meetings and complete prerequisite readings / document review
• A positive and enthusiastic approach to OHA purpose of supporting, developing and promoting the field of Outdoor Health and its range of modalities. 
• Experience and knowledge of the Outdoor Health and its range of modalities
• Coordination, leadership and ability to bring people together around a task or focus.
• Ability to operate independently, including a proactive approach to solving issues and identifying opportunities as they arise.
• Demonstrated sound interpersonal skills, effective communication, liaison, negotiation and presentation.
• Demonstrated ability to engage with, connect and collaborate with a variety of stakeholders.
• Ability to manage situations that require initiative, negotiate multiple stakeholder needs sensitively and tact. 
• Strong written communication skills with excellent grammar, spelling and punctuation.
• Strong computer literacy skills. Comfortable in office-based work and online communication.Proficient use of Microsoft applications and Google Workspace.

This role must also meet the requirements of a General Director.

As Chairperson of the board, your role is to ensure that the board fulfils its responsibilities for the governance of OHA. It is hoped that the chairperson will fulfil two two-year terms and in the latter half of the tenure work with the Board to ensure succession planning for a replacement chairperson.

The chairperson should have a working knowledge of the breadth of the Outdoor Health field in Australia. They should have a strong understanding and demonstrated history of OHA organisation and its core values, culture and practices, the OHA Constitution, OHA Code of Conduct, intended actions and strategic priorities of the organisation and the structure of the OHA board. 

The Chairperson will provide leadership of OHA, as it relates to:

• the people of OHA; the OHA Board, Committees, our Members, and broader Community of interested people
• the thinking and practice in the Outdoor Health sector generally and in the varied modalities
• strategic organisational priorities and objectives.  

An incoming Chairperson will have had active involvement and contribution to OHA organisation through Board / Committee / meetings and/or a demonstrated preparedness to participate in mentoring around this role and its requirements, and to develop lived experience of the unique culture of Outdoor Health and OHA as an organisation.

Responsibilities:

• Fulfil a 2 x two-year tenure.
• To Chair (and/or decide on a co-chairing process) OHA board meetings (held monthly). Therefore requiring the capacity to attend the majority of OHA Board Meetings
• Provide leadership to the board regarding the board structure, roles, communication and decision making processes.
• Work with the office bearers and representatives to produce an annual report.
• Call and host annual general meetings. Call special meetings as necessary.
• Lead Board discussions and processes with an eye to succession planning and recruitment of new board members, including replacement chairperson.
• Facilitate the development of overall long and short term goals and priorities for the organisation on behalf of the membership, the field of practice and the participants who would use the services of member organisations.
• Work with the Secretary to ensure board members receive agenda and minutes of meetings in a timely manner.
• Adhere to OHA Code of Ethics and OHA policy and practices in all aspects of Board responsibilities, voluntary work and conduct; including OHS
• Work with Community and Engagement Committee Convenor to reflect any concerns membership have in regard to the role of the board or its actions.
• Annually focus the organisation’s attention on matters of organisational governance that relate to its own structure and reporting requirements.
• Ensure that the Board provides organisation resource, perspective and oversight to the Forum Planning team regarding the development and implementation of the OHA bi-annual forum.
• Convene and provide leadership regarding the development and participation in each bi-annual board gathering.

Desirable / supportive skills and experience

• Experience in / and proactive approach to learning about Governance, Board of Directors statutory requirements, and our CLG entity structure in order to provide leadership and oversight in these important areas
• Experience in Committee / Board meetings, and proactive approach to developing skills of Chairing effective Board Meetings and decision making processes
• A positive and enthusiastic approach to OHA purpose of supporting, developing and promoting the field of Outdoor Health and its range of modalities. 
• Experience and knowledge of the Outdoor Health and its range of modalities
• Exceptional coordination, leadership and ability to bring people together around a project or strategic focus area.
• Ability to operate independently, including a proactive approach to solving issues and identifying opportunities as they arise.
• Demonstrated sound interpersonal skills, effective communication, liaison,   negotiation and presentation.
• Demonstrated ability to engage with, connect and collaborate with a variety of stakeholders.
• Ability to manage situations that require initiative, negotiate multiple stakeholder needs sensitively and tact. 
• Strong written communication skills with excellent grammar, spelling and punctuation.
• Strong computer literacy skills. Comfortable in office-based work and online communication.Proficient use of Microsoft applications and Google Workspace.

Some General Directors have areas of emphasis. Interest and eligibility for these can be indicated on the nomination form. All Directors with areas of emphasis retain the primary Board responsibility for governance. 

• First Nations Representation
• Diversity Equity Inclusion and Belonging  Representation
• Lived and Living Experience / Participant Voice Representation 
• International Representation
• Regional Representation

First Nations Representation: A General Board member with this emphasis is not limited to, but might:

• Advise the Board of Directors regarding culturally inclusive, safe and appropriate practices for OHA First Nations participants, Advisory Groups and all practitioners. 
• Advocate for a lens of diversity in all board decisions. 
• Invite engagement and perspectives from other First Nations leaders.

Diversity  Equity, Inclusion and Belonging Representation: A General Board member with this emphasis is not limited to, but might:

• Advise the Board of Directors regarding culturally inclusive, safe and appropriate practices for and not limited to LGBTQIASB+, BIPOC, Refugee groups, marginalised communities and gender inequality.
• Liaise with external groups to ensure OHA is inclusive and equitable in its practices. 
• Advocate for a lens of diversity in all board decisions. 
• Invite engagement input and perspectives from other leaders and advocates in the DEIB space.

Lived and Living Experience & Participant Voice Representation: A General Board member with this emphasis is not limited to, but might:

• Bring a lived and living experience perspective to OHA initiatives
• Support OHA to identify opportunities and risks for implementation of lived experience initiatives and support meaningful inclusion, action and consideration of lived and living experience 
• create partnerships and share and generate knowledge and resources to benefit lived experience in OHA sector and support culture change in services
• promote strengths of lived and living experience perspective and support communication about initiatives and available resources.

International Representation: One of the two elected International representatives might also hold a Board Position. This role is a dual role, elected to sit on both the OHA Board and the Adventure Therapy International Committee (ATIC). They are not limited to but might:

• Maintain clear lines of communication between OHA and ATIC
• Be involved in committee meetings, working groups or initiatives of either entity.
• Advise the OHA Board on International matters that are relevant to the Outdoor Health sector.

Regional Representation: The General Board member with this emphasis is not limited to, but might:

• Be a point of connection to ensure that a strong ‘whole of team’ culture exists between OHA Board and its Regions.
• Ensure representation of Regional perspectives and interests at the Board level.
• Inform OHA Board response and direction regarding relevant state based peak bodies, research initiatives, heads of practice modalities etc. 

This role must also meet the requirements of a General Director.

Overview of Responsibilities

As a CLG, OHA must have a company secretary. Under the Corporations Act, the company secretary of a public company has a number of obligations. These obligations under the Corporations Act include to:

•  maintain a registered office and to notify ASIC of any change to this address within 28 days
•  keep the registered office open to the public during certain hours 
• notify ASIC of a change to the principal place of business 
• lodge notices with ASIC regarding personal details of directors and secretaries
• lodge financial reports with ASIC (where required)
• respond to requests from ASIC in relation to an extract of particulars and to return them 

If a CLG fails to comply with a corporate responsibility provision, the secretary is deemed to have contravened the Corporations Act. Also note that a secretary’s obligations under the Corporations Act may continue even after the organisation has been deregistered.

OHA also ask that incoming secretaries are in a position to fulfil a minimum two-year tenure.

Main activities and areas of accountability

• To be the first administrative point of call for legislating bodies such as ASIC and ACNC. 
• Provide required reports to the relevant legislating bodies in the statutory timelines. Ie lodging an annual statement with ASIC within a month after the annual general meeting. Providing required records of any Special Meetings, and notifying ASIC of any resignations or new Directors.
• Generating and disseminating notice, agenda and minutes of OHA Board meetings and other meetings.
• Liaising with Committee Convenors to obtain and ensure appropriate meeting minutes and records are maintained by each OHA Committee.
• Secretary often is signature to various agreements; whether that be funding, research, memorandum of understanding
• Work with the Community and Engagement and Business and Administration Committee to coordinate an efficient and effective response to the various communications, queries and administrative oversight that is inherent to the day to day workings of OHA. Ie. processes to respond to member and general enquiries.
• Work with the Business and Administration and Policy and Advocacy Committees to coordinate an efficient and effective response and record keeping regarding communications, agreements and administrative oversight that is inherent to OHA Advocacy and Policy, including processes to respond to the various research agreements, sector memorandum of understanding. 
• Work with the OHA Board and Business and Administration to coordinate appropriate technological  and administrative support for Board, Committee, Regional Representative positions and other working groups.

Desirable / supportive skills and experience

• Experience in / and proactive approach to learning about the role of Board Governance 
• Familiarisation with Board of Directors statutory responsibilities, specifically in relation to responsibilities of the company secretary. 
• Capacity to attend the majority of OHA Board Meetings
• Ability to operate independently, including a proactive approach to solving issues and identifying opportunities as they arise.
• Demonstrated sound interpersonal skills, effective communication, liaison and presentation. Including ability to engage and collaborate with a variety of stakeholders.
• Strong written communication skills with excellent grammar, spelling and punctuation.
• Strong computer literacy skills. Comfortable in office-based work and online communication.Proficient use of Microsoft applications and Google Workspace.
• Demonstrated capacity to understand and comply with OHA policy and practices in all aspects of Board responsibilities, voluntary work and conduct; including OHS
• A positive and enthusiastic approach to OHA purpose of supporting, developing and promoting the field of Outdoor Health and its range of modalities. 
• Experience and knowledge of the Outdoor Health and its range of modalities

The treasurer role is not due for election at this AGM.