Orion’s Embrace CIC –
Director Terms & Conditions
1. Introduction
These Terms & Conditions apply to individuals appointed as Directors of Orion’s Embrace CIC.
Directors are responsible for the overall management, governance, and operation of the CIC and must act in accordance with:
- The Companies Act 2006
- CIC Regulations and guidance
- The Company’s Articles of Association
- The purpose and values of Orion’s Embrace CIC
2. Relationship to Membership
2.1 All Directors must also be Members of Orion’s Embrace CIC.
2.2 By accepting the role of Director, you confirm that you are also bound by the Membership Terms & Conditions.
2.3 Directors therefore hold both governance and management responsibilities within the CIC.
2.4 Where responsibilities overlap, Directors are expected to uphold both roles appropriately.
3. Role of a Director
3.1 Directors are responsible for overseeing the running of the CIC and ensuring it operates effectively and in line with its purpose.
3.2 This includes:
- Making operational and strategic decisions
- Supporting the delivery of services, events, and activities
- Ensuring the CIC runs smoothly (directly or through delegated roles such as managers)
- Supporting the growth and sustainability of the CIC
3.3 Directors provide oversight and leadership, rather than being responsible for day-to-day staffing or delivery unless agreed.
4. Responsibilities and Expectations
4.1 Directors are expected to:
- Act in the best interests of the CIC and the community it serves
- Support the CIC’s mission, values, and long-term vision
- Exercise sound judgement and decision-making
- Act with honesty, integrity, and accountability
4.2 Directors must also:
- Attend and contribute to Director meetings (held as required)
- Support effective communication and collaboration
- Contribute to the safe and sustainable running of the CIC
4.3 A full outline of responsibilities can be found in:
Members & Directors Roles and Responsibilities Document
5. Legal Duties
Directors must comply with their duties under the Companies Act 2006, including:
- Acting within their powers
- Promoting the success of the CIC
- Exercising independent judgement
- Acting with reasonable care, skill, and diligence
- Avoiding conflicts of interest
- Not accepting personal benefits from third parties
- Declaring interests in transactions
For further understanding, please refer to:
- Companies Act 2006 (Full Legislation):
https://www.legislation.gov.uk/ukpga/2006/46/contents
- Director Responsibilities (Simplified Guidance):
https://www.gov.uk/running-a-limited-company/directors-responsibilities
- Orion’s Embrace CIC – Companies Act Simplified Guide:
[Insert Link]
6. Public Record and Visibility
6.1 As a Director of Orion’s Embrace CIC, you acknowledge and understand that:
- Your details will be registered with Companies House and form part of the public record
- Publicly visible information may include your name, service address, and limited personal details as required by law
- Your home address will be provided but is not publicly displayed
6.2 In addition:
- You may be required to complete identity verification processes
- You may be named on company bank accounts and financial systems
- You may be included in funding applications, grant submissions, and partnership agreements
6.3 This role carries a level of visibility and responsibility within the CIC’s leadership and governance structure.
7. Financial Responsibility
7.1 Directors must ensure responsible use of CIC funds and resources.
7.2 Directors must not use CIC funds for personal gain.
7.3 Directors must support transparency, accountability, and appropriate financial management.
8. Voluntary Role
8.1 The role of Director is voluntary unless otherwise agreed in writing.
8.2 Directors are not entitled to salary, dividends, or profit distribution.
9. Confidentiality and Data Protection
9.1 Directors must:
- Maintain confidentiality where appropriate
- Handle sensitive and personal information responsibly
- Comply with GDPR and data protection requirements
10. Meetings
10.1 Directors are expected to attend and contribute to meetings held as required.
10.2 Meetings may be held:
- In person
- Online
- Or via agreed communication methods
11. Resignation
11.1 A Director may resign at any time by providing written notice.
11.2 Directors should support a smooth transition of responsibilities where possible.
12. Removal
12.1 The CIC reserves the right to remove a Director where:
- These Terms & Conditions are breached
- The Director acts against the CIC’s purpose or values
- Responsibilities are not fulfilled
- Conduct brings the CIC into disrepute
12.2 Removal will be carried out in line with the Articles of Association.
13. Liability
13.1 Orion’s Embrace CIC is a Company Limited by Guarantee.
13.2 As a Member, your financial liability is limited to ÂŁ1 (one pound) in the event the CIC is wound up.
13.3 Holding the role of Director does not increase this liability.
14. Acceptance
By accepting the role of Director, you confirm that:
- You have read and understood these Terms & Conditions
- You understand your responsibilities and duties
- You acknowledge your role as both a Member and Director
- You agree to act in the best interests of Orion’s Embrace CIC