A board can delegate functions or powers of the board to the following
- A trustee or trustees
- The principal or any other employee or employees, or officeholder or holders of the board
- A committee consisting of at least two persons. At least one person must be a trustee
- Any other person or persons approved by the Minister
- Any class of person made up of any of those listed above.
Note: Boards sometimes delegate their power to a “subcommittee”. However, a board cannot delegate to a 'subcommittee' because it is not a committee to begin with (it's a crown entity under the Crown Entities Act 2004). The board can only delegate to a committee.
Resolution and in writing
Delegations must be made by resolution and a written notice to the person or persons. The delegate must not sub-delegate the power or function without the written consent of the board. The board is not able to delegate the general power of delegation. The delegation can be revoked at any time by resolution and a written notice to the delegate(s) or by any other method provided for in the delegation.
Delegations to employees
Each delegation must be specified, approved by the board and set out in writing. See an example of the Delegation Template recommended by the Ministry from their finance resource.
No delegation of the power to borrow
Clause 30 prohibits boards from delegating the power to borrow money.
Records and renewal of delegations
It is recommended that boards keep a current delegations folder. Boards and delegates should retain a written notice of a delegation.
It is good practice for a schedule of all the delegations made by the board to be tabled at the first meeting of the board each year or following an election. This is so that all trustees are aware of them and any changes if felt necessary, can be discussed.
See the school delegations list template on Part A: Annually updated of the governance framework 2018.
If a non-trustee is appointed as a member of a committee they must first disclose to the board the details of any financial interest that would disqualify them from being a trustee under section 103A.
Existing committees without delegations
A board may have a long-established committee which has been dealing with matters such as personnel or student behaviour management (e.g. suspensions/expulsions). It should ensure there is a resolution in place with an explicitly written delegation to the committee. A delegation of powers/functions can be general or specific. This would minimise the risk of legal action against the board or committee for acting without authority.
Non-trustees and disclosure of financial interest
If a non-trustee is appointed as a member of a committee they must first disclose to the board the details of any financial interest that would disqualify them from being a trustee or a member of a committee, under section 103A.
Board quorum and the use of delegations
A board must have a quorum before it can hold a meeting that can make any decisions. A quorum is more than half of the trustees presently holding office.
There are times when a meeting quorum is destroyed when one or more trustees have a conflict of interest and must exclude themselves from the meeting. We suggest that in this case, the board resolves to form a committee of the board with the delegated authority to complete the business under discussion. The resolution can also be passed electronically ahead of, for instance, a suspension meeting of the board (if there's not already a student behaviour management committee). In that case, the resolution must be agreed to unanimously.