Sorrento Centre Governance Policies
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Sorrento Centre Governance Policies Sorrento Centre Governance Policies Document Transcript

  • SORRENTO CENTRE,ANGLICAN CHURCH OF CANADA GOVERNANCE POLICIES Reviewed by Kathy Sainty – Feb 2007 Adopted February 24, 2007 Board of Directors 1
  • Table of ContentsINTRODUCTION 1. BOARD STRUCTURE & RESPONSIBILITIES 1.1 Board Structure 1.2 Committees 1.3 General Responsibilities of the Board as a Corporate Body 1.4 Authority and Accountability 1.5 Major Duties of the Board 1.6 Due Diligence – Responsibilities of Individual Board Members 1.7 Confidentiality 1.8 Code of Conduct 1.9 Conflict of Interest Policy 1.9.1 Definition of Conflict of Interest: 1.9.2 Principles for Dealing with Conflict of Interest: 1.9.3 Examples of Conflict of Interest On the Part Of a Board Member: 1.10 Disposition of Complaints and Disputes involving Board Members 2. ROLES OF THE OFFICERS OF THE BOARD 2.1 President 2.2 Vice President 2.3 Treasurer 2.4 Secretary 3. ROLE OF COMMITTEE 3.1 Composition 3.2 Function 3.3 Relationship to Staff 3.4 Executive Committee 3.5 Nominating Committee 3.6 Finance Committee 3.7 Development and Fundraising Committee 4. STYLE OF GOVERNANCE 5. BOARD RESPONSIBILITIES 5.1 Planning 5.1.1 Strategic Plan 5.1.2 Annual Operating Plan 5.1.3 Planning Cycle 2
  • 5.2 Financial Stewardship5.3 Human Resources Stewardship5.4 Performance Monitoring and Accountability5.5 Risk Management5.6 Community Representation and Advocacy5.7 Management of Critical Transitional Phases5.8 Complaints Review 6. EXECUTIVE AUTHORITY6.1 Delegation to the Executive Director6.2 Appointment of the Executive Director6.3 Executive Director’s Performance Evaluation6.3.1 General6.3.2 Procedure 7. BOARD DEVELOPMENT7.1 Recruitment and Screening of New Board Members7.2 Orientation of New Board Members 8. BOARD MANAGEMENT8.1 Meetings8.2 Board Members Attendance8.3 Board Work Plan/Objectives8.4 Board Self-Evaluation8.5 Conflict Resolution8.6 Board Member Expenses 9. BOARD DECISION-MAKING9.1 Decision-Making Process9.2 In Camera MeetingsAppendix 1 Code of ConductAppendix 2 Examples of Conflict of Interest on the part of a Board MemberAppendix 3 Managing Issues-Based and Personality-Based Conflict 3
  • SORRENTO CENTRE, ANGLICAN CHURCH OF CANADA GOVERNANCE POLCIESINTRODUCTIONGovernance is the exercise of authority, direction and control of an organization inorder to ensure its purpose is achieved. It refers to who is in charge of what; who setsthe direction of the organisation; who sets the parameters within which that direction isto be pursued; who makes decisions about what; who sets performance indicators,monitors progress and evaluates results; and, who is accountable to whom for what.Governance includes the structures, responsibilities and processes that the board of anorganization uses to direct and manage its general operations. These structures,processes and organizational traditions determine how authority is exercised, howdecisions are taken, how stakeholders have their say and how decision-makers are heldto account.1. STRUCTURE & RESPONSIBILITIES BOARDSorrento Centre, Anglican Church of Canada , (the “Society”) is governed by the ruleof law, its constitution and bylaws and the policies established by the Board from timeto time to direct its operations.The Society is incorporated as a society under the Society Act (British Columbia) andis registered as a society with the Registrar of Societies for the Province of BritishColumbia. The Society Act provides the framework for the proceedings of the Society,as well as the acts of its Board members. The constitution and bylaws of the Societyare promulgated under the auspices of the Society Act.The Society’s constitution and bylaws define its mandate. The Society’s policies areenacted under that mandate.1.1 BOARD STRUCTUREThe Board of Directors is comprised of thirteen (13) persons appointed or elected asfollows:• Three (3) persons appointed by the House of Bishops of British Columbia;• Two (2) persons appointed by the sitting Alberta Diocesan bishops;• One (1) person appointed by the Metropolitan of British Columbia and the Yukon;• Five (5) Associates of the Society who are elected by the Associates of the Society at its Annual General Meeting;• Two (2) youth members: one (1) each from British Columbia and Alberta who are appointed by the Anglican Provincial Youth Authority for each of those respective Provinces. 4
  • The Officers of the Society are the President, Vice President, Treasurer and Secretary.Any person who is a baptized Christian is eligible for appointment or election to theBoard. While it is recognized that specialized professional or practical skills which aBoard member may bring will be beneficial to the work of the Board, requirementsmay vary from year to year.Requirements of Board members include: • Willingness to become an Associate of the Society; • Commitment to the work of the Society; • Knowledge and skills in one or more areas of Board governance: policy, operations, policy development, finance, program, personnel or advocacy; • Willingness to serve on standing or ad hoc committees; • Attendance at Board meetings, telephone conference calls, and meetings of assigned committees; • Attendance at Annual General Meetings, as and when required; • Support of and participation in fundraising for Sorrento Centre; • As appropriate, financial support of Sorrento Centre.1.2 COMMITTEESThe following standing committees of the Board are established in the bylaws:Executive, Administration and Finance, Nominating, and Development andFundraising. Ad hoc committees or working groups may be constituted by the Boardfrom time to time to carry out tasks or make recommendations to the Board onparticular issues. Ad hoc committees are automatically disbanded by Board motionwhen tasks are completed or are no longer relevant. Terms of Reference outliningcommittee membership, mandate and procedures are required for all committees. TheBoard Chair is a voting ex officio member of all committees. The Executive Director isa non-voting attendee at all committee meetings.1.3 GENERAL RESPONSIBILITIES OF THE BOARD AS A CORPORATE BODYThe Board’s job is to govern the affairs of the Society within the framework of relevantlegislation, standards and policies. Governance is the exercise of authority, directionand control of the organization in order to ensure its purpose is achieved.In fulfilling its governance role, the Board has the ultimate responsibility for theorganizations: • Purpose, by establishing and implementing the Society’s mission and vision; • Continuity, by providing continuity for governing, managing and implementing the affairs of the organization; 5
  • • Progress, by setting the rate of progress that the organization takes in reaching its mission and vision; and • Identity, by securing the community support and appreciation for the Society’s objectives, values, vision, mission and long term direction.The Board carries out its governance function through the development and monitoringof policy. The Board oversees the management of the Society’s finances. The Boardensures the proper and adequate discharge of this duty through its Treasurer acting onbehalf and reporting to the Board.1.4 AUTHORITY AND ACCOUNTABILITYThe Board as a whole is responsible to its Associates and those government andindividual or Society donors who provide funds for the operation of the Society. TheBoard is also accountable, in a more general sense, to exercise good stewardship of theSociety on behalf of the trust placed in it by the general public, guests, staff, volunteersand other stakeholders.Individual members are elected and /or appointed under the authority of the bylaws andare responsible to the Associates of the Society who elect them, or to those bodieswhich appoint them. However, Board members have no authority to act or givedirection individually other than in such manner as is approved in the Board’s policiesor by resolution of the Board. The Board may delegate authority to an individual Boardmember or Officer or employee or member of a committee; however the Board retainsultimate responsibility and accountability.The Board will account to the Associates, donors and other key stakeholders throughnewsletters, its website and the annual meeting. It will do so as well by providingaccess to the annual audited financial statements and minutes of Board meetings(except in camera portions), by receiving representations from and consulting with keystakeholders and generally operating in an open and transparent manner.1.5 MAJOR DUTIES OF THE BOARDA Board member must be fully informed on organizational matters, and mustparticipate in the Board’s deliberations and decisions on matters of policy, finance,operations, programs, personnel, properties, marketing, and other areas of concern tothe Board. A Board member may be involved in but is not limited to: • Approving of policy and other recommendations received from the Board, its standing committees, committees and the Executive Director; • Monitoring all Board policies; • Reviewing the bylaws and policy manual and recommending bylaw changes to the membership; • Participating in the development of the Society’s organization plan review: • Approving the annual operating and capital budgets for the Society; 6
  • • Seeking and securing sufficient resources for the Society to finance its programs adequately; • Ensuring prudent and proper management of the Society’s resources; • Approving the hiring and release of the Executive Director, including the Executive Director’s employment contract, based on the recommendations of the appropriate Board committee; • At least annually, supporting and participating in the evaluation of the Executive Director on the basis of a specific job description and objectives, and specific expectations which are set out in clear terms; • Assisting in the development and maintenance of positive relations among Board committees, staff members and all stakeholders to enhance the Society’s mission; • Establishing the general values framework in which the Society’s human resources will be managed and periodically monitoring key human resources performance indicators; • Approving and periodically reviewing personnel policies within which human resources will be managed; • Establishing guidelines within which the Executive Director may negotiate pay and benefits agreements with staff; • Regularly review the Society’s services to ensure that they are consistent with the purpose of the Society and that its programs are effective and relevant to community needs; • Provide continuity for the Society through succession planning for Directors and regular evaluation of Board performance, individual and collective; • Representing the Society and its programs through interpretation to the community; • Serving as an advocate for services of good quality; • Hearing complaints from the guests about services or products through a formal complaints procedure.1.6 DUE DILIGENCE – RESPONSIBILITIES OF INDIVIDUAL BOARD MEMBERSEach Board member is expected to become an active participant in a body thatfunctions effectively as a whole. In addition to assisting in the exercise of the majorduties of the Board outlined above, members must exercise due diligence in theperformance of their duties: Board members are expected to: • Be informed of the articles of incorporation and legislation under which the Society exists, its by-laws, mission, values, code of conduct, and policies as they pertain to the duties of a Board member; • Keep generally informed about the activities of the Society, the community in which it operates, and general trends in business applicable to its operations; 7
  • • Attend Board meetings regularly, serve on committees of the Board and contribute from personal, professional and life experience to the work of the Board; • Exercise the same degree of care, diligence and skill that a reasonably prudent person would show in comparable circumstances; • Offer their personal perspectives and opinions on issues that are the subject of Board discussion and decision; • Voice, clearly and explicitly at the time a decision is being taken, any opposition to a decision being considered by the Board; • Maintain solidarity with fellow Board members in support of a decision that has been made in good faith in a legally constituted meeting, by Board members in reasonably full possession of the facts; • Ask the Board members to review a decision, if he/she has reasonable grounds to believe that the Board has acted without full information or in a manner inconsistent with its fiduciary obligations, and, if still not satisfied after such review, ask that the matter be placed before the Associates; • Work with the staff of the Society on committees or task forces of the Board; • Know and respect distinctions in the roles of the Board and of staff consistent with the principles underlying its governance policies; • Exercise vigilance for and declare any apparent or real personal conflict of interest in accordance with the Society’s bylaws and policies.1.7 CONFIDENTIALITYRespect for confidentiality is the cornerstone of trust and confidence as well as alegislated obligation. Board members must at all times respect the confidentiality ofany client names and/or circumstances that might identify guests. Similarly, all mattersdealt with by the Board during in camera meetings and matters related to personnelmust be held in strictest confidence.Confidentiality means: • Board members may not relate such matters to anyone including immediate family members; • The duty of confidentiality continues indefinitely after a Board member has left the Board.1.8 CODE OF CONDUCTBoard members are expected to comply with the Code of Conduct that encourages thedevelopment of a spirit of collective decision-making, shared objectives and sharedownership of and respect for Board decisions. The Code of Conduct is a statement ofessential principles intended to govern the conduct of the Board and staff of theorganization.Code of Conduct Appendix 1 8
  • 1.9 CONFLICT OF INTERESTBoard members shall act at all times in the best interests of the Society rather thanthose of any particular interests or constituencies. This means setting aside personalself-interest and performing their duties to transact the affairs of the Society in amanner that promotes public confidence and trust in the integrity, objectivity andimpartiality of the Board. Board members serve without remuneration. No Boardmember will directly or indirectly receive any profit from his/her position as such,provided that Board member may be reimbursed such reasonable expenses as may beincurred by them in the performance of their duties.1.9.1 DEFINITION OF CONFLICT OF INTERESTBoard members are considered to be in a “conflict of interest” when they, members oftheir family, their business partners or close personal relations benefit either directly orindirectly, financially or otherwise, from a Board member’s position on the Board. Aconflict of interest may be “real”, “potential” or “perceived”; the same duty to discloseapplies to each. Full disclosure in itself does not remove a conflict of interest.1.9.2 PRINCIPLES FOR DEALING WITH CONFLICT OF INTERESTA Board member must openly disclose a potential, real or perceived conflict of interestas soon as it arises and before the Board or its committees deal with the matter in issue.If a Board member is not certain he/she is in a conflict of interest position, he/she mustbring the matter before the Board for advice and guidance.If there is any question or doubt about the existence of a real or perceived conflict, theBoard will determine by vote if a conflict exists.A Board member must abstain from participating in any discussion on the matter andshall not attempt to personally influence the outcome, shall refrain from voting on thematter and, unless otherwise decided by the Board, must leave the meeting room forthe duration of any such discussion or vote.The disclosure and decision as to whether a conflict exists shall be duly recorded in theminutes of the meeting. The time the person left and returned to the meeting shall alsobe recorded.It is the responsibility of other Board members who are aware of a real, potential orperceived conflict of interest on the part of a fellow Board member to raise the issue forclarification, first with the Board member and, if still unresolved, with the BoardPresident. 9
  • 1.10 DISPOSITION OF COMPLAINTS AND DISPUTES INVOLVING BOARD MEMBERSThe Executive Committee, in a meeting duly called for such a purpose, shall review acomplaint that a Board member has violated any provision of the Society’s bylaws,Governance Policies, Code of Conduct, or Confidentiality agreement.The Executive Committee shall similarly review disputes between members of theBoard that interfere with the ability of the Board to carry on its business.Complaints of a grave nature may be referred to an independent arbiter.Allegations of illegal activity shall be reported immediately to the police, child welfareor other appropriate authorities for investigation. Any Board member against whomsuch allegations are made shall take a leave of absence from the Board pendingcompletion of the investigation.The review of such complaints or disputes shall include an opportunity for the Boardmembers concerned to present their positions. Executive Committee members whooriginate or are the subject of such complaints or disputes must declare their conflictand absent themselves from any meetings relating to disposition of such complaints.Every attempt should be made to resolve complaints expeditiously and fairly.The recommendations regarding resolution of complaints shall be brought to the Boardfor approval.The decision of the Board shall be final. Should the Board member refuse to abide bythe decision, the Board may table the matter pending determination of disciplinaryaction, which action may include formal or informal censure by the President or theBoard, suspension or a request for the member’s resignation.Examples of Conflict of Interest On The Part Of A Board Member Appendix 22. ROLES OF THE OFFICERS OF THE BOARDOfficers of the Board are in the service of the Board and have the responsibility toensure that the Board’s work is completed. Individual Officers may not act in place ofthe Board except when acting together as the Executive Committee in accordance withthe bylaws or in respect of when the President is acting in his/her role as Chair.The Board shall elect the President, Vice President, Secretary and Treasurer fromamong themselves at the first meeting of the Board of Directors following the AnnualGeneral Meeting of the Society. 10
  • 2.1 PRESIDENTThe role of the President is to ensure the integrity of the Board’s processes. ThePresident is the only Board member authorized to speak for the Society, unlessauthority is specifically delegated to another Board member.The President shall represent the Society in all dealings with the Associates and theExecutive Director of the Society, provided however that the President may delegatethis function to such other Officers or Board members of the Society or persons as thePresident, in his/her sole discretion, shall determine.The President presides as the ‘manager’ of the Board’s activities, ensuring that theBoard follows its own rules and those legitimately imposed upon it by statute,regulation, its bylaws or policies. Since most of the work of the Board is done duringregularly scheduled Board meetings, the President is responsible for ensuring that thework is conducted efficiently and effectively. The President has no authority to makedecisions outside the bylaws or the parameters of policies created by resolution of theBoard. The President does not have authority to veto board decisions.The President will set the agendas for meetings of the Board with input from the otherBoard members and with the assistance of the Executive Director.The President will plan the conduct and timing of the Board meetings in conjunctionwith the Executive Director and will chair meetings of the Board and the ExecutiveCommittee.The President will prepare a report for and preside as Chair at all general meetings ofthe Society.The President will ensure that the Board is properly informed about the operations ofthe Society and has the information and opportunity necessary to come to decisions onmatters within its purview.The President will encourage full participation by Board members in meetings andkeep the discussion on track by summarizing issues and discussion. The President willprovide leadership relating to evaluation of Board processes and individual andcollective contributions.The President will ensure all Board members, Committee Chairs (and, on completionof his/her term in office, any new President) receive an orientation to the Society, theBoard and its work.The President will act as a signing authority for the Society as approved in its bylawsor by resolution of the Board. 11
  • The President will be the Board’s primary liaison with the Executive Director, who isresponsible for the execution of Board policy and directives, and for determining themeans, organizational structure and management processes necessary to achieve thecorporate objectives.The President will act as public and media spokesperson for the Board and the Societyas required.The President serves as an ex officio member of all committees and shall be informedof all meetings of any committees of the Board and may have input into matters to bedetermined by committees and attend meetings as desired or needed.2.2 VICE PRESIDENTIn addition to assuming the duties of the President during his/her absence, the VicePresident shall perform such other duties as may be prescribed from time to time by theBoard or delegated to the Vice President by the President.( Note: Good succession planning would suggest that automatic succession of the Vice-President to the position of President be formalized in this policy.)2.3 TREASURERThe Treasurer shall monitor the financial activities of the Society and shall: • Ensure that complete and accurate records are kept of all the Society’s financial matters in accordance with generally accepted accounting practices; • Act as a signing authority for the Society as approved in the bylaws or by resolution of the Board; • Provide the Board monthly, or as otherwise required, a report of all financial transactions and of the financial position of the Society; • Recommend a competent auditor to be appointed annually; • Collaborate with the auditor and Executive Director in the review and presentation of annual audited financial statements; • Prepare and submit a financial report to the Annual General Meeting; • Serve as Chair of the Administration and Finance Committee; • Ensure that all necessary financial reports are filed with the appropriate body(donors, federal and provincial agencies); • Complete an orientation of any newly appointed Treasurer; and • Prepare and speak to the budget in partnership with the Executive Director and the Administration and Finance Committee. 12
  • 2.4 SECRETARYThe Secretary shall ensure that all secretarial functions are performed for the Board andExecutive Committee, and that records are kept of all proceedings and transactions.The Secretary is responsible for ensuring that the corporate seal and all official books,papers, records, documents and correspondence of the Society are appropriatelymaintained. Specifically, the Secretary shall: • Oversee the keeping of records of meetings of the Board, the Annual General Meeting, policies, Associates memberships lists and any other records required by law; • Ensure that minutes are taken at all general meetings, regular, Executive Committee and special meetings of the Board of Directors; • Ensure that copies of minutes and agendas are circulated to Board members promptly; • Maintain, or ensure the maintenance of the files and records of the Society and that such files and records are passed on to future Officers and ensure that all files and records of the Society are kept in a secure and confidential manner; • Ensure that copies of the Society’s bylaws and the Board policy statements are at hand during meetings; • Ensure that accurate lists of the Board members, Officers, and committee members are kept; • Bring the official minute book to meetings of the Board and the Society; • Confirm that there is a quorum at Board Meetings and Annual General Meetings as set out in the Constitution and Bylaws; • Ensure that all motions and decision made at meetings of the Board are recorded; • Ensure that corrections to minutes are properly recorded; • Sign Board minutes to attest to their accuracy; • Sign official documents of the Society as required; • Act as a signing authority for the Society as approved in the bylaws or by resolution of the Board; • Ensure that the annual return, amendments to the bylaws and other documents are filed with the Registrar of Societies; • In the absence of the President and Vice President, chair Board meetings until the appointment of an alternate Chair; and • Orient the new Secretary.3. ROLE OF COMMITTEESCommittees have an advisory function to the Board. They do not speak or act for theBoard unless such authority is formally delegated, is time-limited, and is for specificpurposes. Committees do not have any authority to direct staff although they may,through the Board, ask the Executive Director to allocate resources to support theiractivities. 13
  • Each standing committee and any ad hoc committees created from time to time shallhave written Terms of Reference approved by the Board. Appointments to thecommittees shall be determined in the bylaws (for standing committees) or in thecommittee Terms of Reference (for ad hoc committees).3.1 COMPOSITIONEach committee shall be chaired by a member of the Board (with the exception that aPast President, who need not be an incumbent Board member, may chair theNominating Committee). Committees shall be composed of members of the Board(and, where possible and appropriate, staff members and members of the community atlarge). The President of the Society is a voting ex officio member of all committees.The Executive Director is a non- voting ex officio attendee of all committees.All committees meet at the call of the Chair of the committee and minutes of itsmeetings will be submitted to the Board for information.A committee may establish sub-committees to work on specific projects deemednecessary to fulfill its mandate.3.2 FUNCTIONA committee’s function is to bring the experience, expertise and judgment of a groupof interested and informed persons to bear on a specific area of the Society’sresponsibility. Its job is to assist the Board by considering matters referred to it ingreater depth than would be possible by the whole Board. Committees isolate the keyissues requiring Board consideration, propose alternative actions, present theimplications and make recommendations to the Board for decision.The Board needs not review matters delegated to a committee in the same detail as thecommittee but must be satisfied that all pertinent information has been considered ormay refer the issue back to the committee for further study. The Board will considerthe recommendations of the committee and adopt or amend those recommendations ormake such other disposition as it deems advisable.3.3 RELATIONSHIP TO STAFFBoard and staff work co-operatively to carry out the objectives of the Society. TheBoard relies upon the ability, training, expertise and experience of staff to plan for andprovide services within the Society’s mandate. Committees and Board meetings are thegenerally recognized avenues for Board and staff to think and plan together.The attendance of the Executive Director or his/her designate, at all committeemeetings, except those held ‘in camera,’ as a resource and staff support is important toeffective committee work. Committees may advise the Board and the Executive 14
  • Director but do not exercise authority over staff, and will ordinarily have no directdealing with staff operations. Committee members must know and respect thedistinction between Board and staff responsibilities.Communications between Board members and staff, outside of committee meetings,shall be through the Executive Director. This includes: • Any assignments or directives; • Requests for organizational resources or staff time; • Staff performance concerns or policy infractions; • Concerns regarding any aspect of programs or administration.3.4 EXECUTIVE COMMITTEEThe Executive Committee shall consist of the President, Vice President, Secretary andTreasurer. Unless otherwise agreed by the members of the Executive Committee, thePresident chairs meetings of the Executive Committee. The Executive Director isincluded as a non-voting member of the Executive Committee.The Executive Committee possesses specific powers to make decisions between Boardmeetings if necessitated by unusual circumstances. It may not buy, sell, or encumberreal property or enter any financial agreement without the consent of the Board.Decisions of the Executive Committee are subject to ratification by the Board at itsnext meeting.The Executive Committee is responsible for the annual performance review of theExecutive Director and for making recommendations to the Board with respect tohis/her performance, continuing tenure and compensation.3.5 NOMINATING COMMITTEEThe Nominating Committee is appointed by and accountable to both the membershipand the Board to recruit Board members who shall carry out the mission, vision andvalues of the Society.The Society seeks to ensure that the Board of Directors is inclusive and at leastparallels the diversity of our community. If there is a high degree of diversity at theBoard leadership level, we hope that our policies, priorities and plans will include thosediverse perspectives.The purpose of the Nominating Committee is to identify needed skills and theappropriate candidates to meet the needs of the Board and make nominations andrecommendations for appointments to the Board prior to the Society’s Annual GeneralMeeting to ensure a high quality of Board members.In accordance with the bylaws of the Society, the Nominating Committee shall consistof three (3) members (with the President as a fourth, ex officio, non-voting member). 15
  • Those members shall be the immediate Past President of the Board or (if unable toserve) a former Past President, an Associate appointed by the members of the Societyat it Annual General Meeting, and a current member of the Board. The Chair of thecommittee will be the current member of the Board on the committee (with theexception that a Past President, who need not be an incumbent Board member, maychair the Nominating Committee). The Board representative to the NominatingCommittee shall be appointed each year at the Board Meeting immediately followingthe Annual General Meeting.3.6 ADMINISTRATION AND FINANCE COMMITTEEThe Administration and Finance Committee shall consist of the Treasurer and at leasttwo (2) other Board members selected by the Board annually. Unless otherwise agreedby the members of the Administration and Finance committee, the Chair of thecommittee shall be the Treasurer.The committee is responsible for:• Reviewing and approving the annual operating and capital budgets of the Society, for consideration by the Board;• Ensuring that the Executive Director provides, by the twenty first (21) day of the month, a monthly financial statement to each Board member;• Finalizing the purchase, sale or transfer of properties, with the direction of the Board, including the authorization and execution of the necessary documents;• Approving, placing, or effecting discharges of mortgages, with the direction, including the authorization and execution, of the necessary documents;• Making recommendations to the Board in relation to investment policies and ensuring that these policies are carried out;• Determining what reasonable financial and audit controls should be in place and ensuring that proper procedures are being followed;• Reporting at the meetings of the Board on the financial statements and, generally, making recommendations to the Board on financial matters;• Reviewing and making recommendations for presentation to the members at the Annual General Meeting of the audited financial statements for the Society for the year, prior to their approval by the Board; and• Advising the Board at other times in the event of significant financial development.3.7 DEVELOPMENT AND FUNDRAISING COMMITTEEThe Development and Fundraising Committee consists of at least three (3) members,with the President as a fourth, ex officio, non-voting member, and will be elected orappointed by the Board at its first meeting immediately following the Annual GeneralMeeting of the Society. 16
  • 4. STYLE OF GOVERNANCEThe Board of Directors represents the Associates of the Society. It is the Society’slegally constituted authority and is responsible directly to the donors and thecommunity for the prudent oversight of the Society’s operations.It is responsible for the articulation and safeguarding of the organization’s mission. TheBoard is responsible for long-term planning and direction. It defines the organization’sculture, values, operating principles, and the parameters within which it expects theExecutive Director to manage the Societys operations.The Board focuses on strategic leadership rather than administrative detail, importantpolicy rather than operational matters. It establishes and respects distinctions betweenBoard and staff roles and manages any overlap between these respective roles in aspirit of collegiality and partnership that supports the authority of staff and maintainsproper lines of accountability.In this spirit the Board will: • Direct, control, and inspire the Society through careful deliberation and establishment of strategic direction and general policies; • Monitor and regularly discuss the Boards own processes, progress and performance; • Ensure each Board member has the knowledge necessary to fulfill his/her responsibilities for the good governance of the Society; • Be accountable to the Associates for competent, conscientious, and effective accomplishment of its obligations; • Ensure that all business of the Society is conducted in a transparent, legal and ethical manner; • At all times conduct its business in accordance with principles of fair play and due legal process; • Enforce upon itself and its members the behaviour that is needed to govern with excellence. This will apply to matters such as attendance, policy-making principles, respect of roles, maintaining a unified front as a Board, and monitoring and correcting any tendency of Board members to stray from the principles of governance adopted in its policies; and • Allow no officer, individual, or committee of the Board to either usurp this role or weaken its discipline.5. BOARD RESPONSIBILITIESPrimary Board responsibilities fall within eight general areas: Planning; FinancialStewardship; Human Resources Stewardship; Performance Monitoring andAccountability; Risk Management; Community Representation and Advocacy;Management of Critical Transitional Phases; and Complaints Review. 17
  • 5.1 PLANNINGOne of the most important responsibilities of a Board of Directors is to provide generalguidance and direction for a Society. A comprehensive framework for planning, settingpriorities, management and budgeting is essential to effective and responsibleorganizational stewardship.Good planning results in better communication and a better understanding of howvarious parts of an organization work together to produce desired results.Because of the entrepreneurial nature of the Society, provision must be made in allstages of planning framework for adjustments to plan to take advantage ofopportunities that could not have been foreseen in the normal planning cycle.5.1.1 STRATEGIC PLANThe Board, with the assistance of staff and in consultation with key stakeholders,establishes the Societys overall direction through the development and approval of aStrategic Plan. This plan provides a tentative blueprint for the Society’s direction andactivities for the next three to five years based on a scan of internal and external factorsthat may bear on the resources and direction of the organization. It identifies the "keyareas" in which the Board wants to focus the activities of the organization and generalgoals for each of these areas.5.1.2 ANNUAL OPERATING PLANThe Board with the Executive Director will develop the annual operating plans andbudgets based on the general blueprint contained in the Strategic Plan. These becomethe focus of work throughout the Society over each successive twelve-month period.These plans contain estimates of service demand for the year as well as objectives forimprovement in key areas of corporate activity. The Societys annual operating planforms the basis of its yearly budget and contains revenue and expenditure forecastsrelated to planned volumes of service. These plans will have more specific objectivesthan the Strategic Plan, such as expected results for each objective, the time periodduring which those results will be sought, and criteria for measuring the achievementof those resultsThe annual operating plan, together with service statistics and budget forecasts, will bepresented to the Board for review, amendment and approval. The Executive Directorwill bring changes to plans to account for new opportunities to the Board for approvalprior to implementation.5.1.3 PLANNING CYCLEThe Board, with the assistance of the staff, will develop and approve a Strategic Planon a three to five-year cycle with progress monitored regularly against targets set in theannual operating plan and budget. Performance against interim targets is monitored 18
  • each quarter of the fiscal year. In the third quarter a thorough analysis of performanceand projections for the expected year-end will be undertaken. Preliminary planning forthe coming years operating goals will occur at the end of the third quarter to becompleted late in the fourth quarter with refinements based on actual prior year resultsconcluding in the first quarter. Service targets and forecasts of financial resources andconstraints will contribute to the final preparation of the coming years budget.5.2 FINANCIAL STEWARDSHIPThe Board is responsible to review and approve the annual operating and capitalbudgets; secure adequate financial resources; ensure development of financialmanagement and inventory control systems adequate to properly record financialtransactions and control of assets; monitor efficient use of resources; and ensure theestablishment of proper financial controls and policies.5.3 HUMAN RESOURCES STEWARDSHIPThe Board is responsible for: • Ensuring the establishment of personnel policies to govern the management of staff and volunteer resources; • Recruiting, supporting and evaluating the performance of the Executive Director; • Providing guidelines for staff compensation; • Succession planning to ensure smooth transition in both Board and senior staff positions; and • Monitoring compliance with legislative and regulatory requirements.5.4 PERFORMANCE MONITORING AND ACCOUNTABILITYThe Board is responsible for ensuring that adequate systems are in place for monitoringorganizational performance; monitoring the general performance of the organizationagainst legislative and regulatory requirements and approved objectives of theorganization; and reporting to donors and other key stakeholders.5.5 RISK MANAGEMENTThe Board is responsible to ensure that: • Its bylaws are current; • Governance practices are consistent with those bylaws; • Adequate insurance provisions are in place to protect the organization and board from potential liabilities; • Resources are sufficient to minimize risk to employees and volunteers; • The Society complies with statutory and regulatory requirements; • Policies are respected in actual practice; and 19
  • • Adequate contingency plans are in place to protect against reasonably anticipated crises.5.6 COMMUNITY REPRESENTATION AND ADVOCACYThe function of public relations is to assist the Society in achieving its goals andobjectives through the development and execution of programs designed to earn publicunderstanding and support. The Board is responsible for: • Representing the organization positively to the community; • Fairly representing community perspectives to the organization; • Ensuring community input to its planning; and • Advocating for adequate resources to fulfil the organization’s mandate.Authority to speak on behalf of the Society rests with the President and/or ExecutiveDirector. This authority may be delegated by either of them to others in the Societywho have special fields of competence or knowledge.In general, the President represents the Society on matters of Board policy and theExecutive Director represents the Society on operational issues. Either may representthe Society on issues related to advocacy on behalf of the mandate of the Society. Anymajor statements of an advocacy nature must be consistent with the general parametersof Board approved policies or positions. This is not intended to inhibit expression ofpersonal or professional opinions but care should be taken by individual Boardmembers to distinguish these from positions of the Society.5.7 MANAGEMENT OF CRITICAL TRANSITIONAL PHASESThe Board is responsible for managing critical transitional phases and events. Theseinclude turnover in key positions in the Board and senior management; rapid growth ordecline in resources; labour relations disputes; and issues of significant publiccontroversy.5.8 COMPLAINTS REVIEWBoard members do not generally have direct contact with guests. Where a guest makesdirect contact with a Board member for assistance in the resolution of specific serviceissues, the Board member should refer the guest to the Executive Director. A Boardmember may not interfere in the handling of a specific case by approaching individualstaff members. Concerns about the management of a case should be conveyed to theExecutive Director. The Executive Director may inform the concerned Board memberabout the action taken in the case or authorize a supervisor to communicate theinformation directly to the Board member.The identity of guests is otherwise confidential to the staff involved in the provision ofservices. Guest names and identifying personal information will be withheld when caseinformation is presented to the Board or a committee for orientation or illustrative 20
  • purposes. The Board’s responsibility to hear guest complaints on appeal from adecision of the Executive Director is an exception to these general principles.Service providers and supervisory staff shall initially respond to complaints about thenature or quality of services provided by the Society. The complainant shall beprovided with an opportunity to appeal decisions made by supervisory staff or serviceproviders to the Executive Director. Appeals from decisions of the Executive Directorare to the Board. The Board, in considering such appeals, shall establish a tribunal fromamong its members to hear the guest and review the matter. Members of the tribunalshall adhere to the Society’s policies on confidentiality. The tribunal may not overturnstaff decisions but may make recommendations to the Executive Director on the matterand may recommend policy amendments to the Board.6. EXECUTIVE AUTHORITYThe Board’s role is governance. Accordingly, the Board contracts with the ExecutiveDirector for the management and administration of the Society and its resources. TheExecutive Director is responsible, within parameters established by the Board, fordetermining the methods by which the Boards directions and policies will be executedand the desired outcomes achieved.The Executive Director is employed by the Board of Directors and is thereforeresponsible to the Board as a whole rather than to individual members. S/He is requiredto implement policies as determined by the Board, consistent with the requirements ofany legislation or regulations. In the exercise of these responsibilities, the ExecutiveDirector is: • Authorized to expend funds within the limits of the annual operating and capital budget approved by the Board; • Responsible for bringing to the attention of the Board the need for special and exceptional expenditures not included in the budget; • Required to report to the Board if it is not possible to operate within the limits of the approved budget ; • Expected to serve as an advisor to the Board on issues of policy and programming which affect the services provided by the Society; • Required to provide the Board with the information it requires to govern effectively, to make informed decisions and to monitor the overall performance of the Society in achievement of approved goals; • Responsible for employing staff members within the classifications and salary ranges approved by the Board. Board members should bear in mind that the staff are responsible to the Executive Director or hisher designee not to the Board as a whole or to any individual Board members. In the supervision, direction and deployment of personnel, the Executive Director is governed by the documented personnel practices and procedures approved by the Board; and 21
  • • Specific responsibilities are described in the policies related to responsibilities of the Board, the roles of the President, other Officers and individual members of the board, and in the job description of the Executive Director.6.1 DELEGATION TO THE EXECUTIVE DIRECTORThe Boards role is governance and as such, the Board establishes policies forachievement of the Society’s objectives. The Board delegates responsibility forexecution of policies to the Executive Director. All Board authority delegated to staff isdelegated through the Executive Director, so that the authority and accountability ofstaff derives from the authority and accountability of the Executive Director.The Board as a group, rather than individual Board members, Officers or committees,is responsible for providing direction to the Executive Director within the context ofBoard policies.6.2 APPOINTMENT OF THE EXECUTIVE DIRECTORRecruitment, selection and appointment of an Executive Director are, along withperformance monitoring, among the most important responsibilities of the Board.Appointment of an Executive Director requires the approval of a seventy-five percent(75%) majority of the Directors then in office. Ideally, an Executive Directorsappointment should be made with the confidence of the full Board.In the event that the Executive Directors performance is deficient or there is loss ofconfidence in the incumbent, the Board, as a whole, is responsible, as amicably aspossible, for terminating the relationship.Termination of the Executive Director’s contract requires the approval of fifty-onepercent (51%) of the Directors then in office voting in favour of dismissal at a meetingduly called to consider such action.The Board will provide the Executive Director with a written employment contractwhich should be reviewed annually. Any renewals of the contract ought to be approvedannually by the Board.6.3 EXECUTIVE DIRECTORS PERFORMANCE EVALUATION6.3.1 GENERALThe Executive Director is the sole official link between the Board and the Society thatit governs. The responsibilities of the Executive Director lie in the exercise ofdelegated authority and compliance within parameters established by the Board and itspolicy and directives. 22
  • The Executive Directors contributions to the Society may be expressed as performancein respect of six components: • Compliance with the terms and conditions of the Executive Directors job description; • Negotiating and completing annual performance objectives negotiated with the Board through its Executive Committee; • Ensuring the Society achieves its operating plan and objectives; • Ensuring the Society operates within the boundaries established in Board policies; • Maintaining a high level of quality in relationships with senior staff; and • Maintaining a high level of quality in respect of relationships with major community stakeholders, i.e. Associates, guests and the wider community.The essence of the annual performance evaluation will be results-focused rather thansubjective or personality oriented. The evaluation will assess the Executive Director’soverall performance relative to the above components and the employment contractbetween the Society and the Executive Director.6.3.2 PROCEDUREThe Executive Director will, at the beginning of each fiscal year, draft objectives forthat year and discuss these with the Executive Director’s Evaluation Committee (or theExecutive Committee), prior to presenting them to the Board for approval.The Executive Director shall, at the end of the fiscal year: • Complete a written self-evaluation of hisher progress in meeting objectives as approved by the Board; • Complete a report on overall corporate performance for the preceding year; • Solicit feedback on his/her performance from those staff reporting directly to the Executive Director and synthesize the highlights of such feedback in a report; and • Provide such documents to the Executive Director’s Evaluation Committee (or Executive Committee).These materials, along with Board members observations of the Executive Directorsinteractions with key stakeholders throughout the year shall form the basis of theevaluation.The President will obtain input from the Officers, Committee Chairs and Boardmembers and will prepare a written evaluation of the Executive Directorsperformance. The President will provide a summary of the performance review to the 23
  • Board at its last meeting in the fiscal year or immediately thereafter. The Board willmeet in camera without the Executive Director for the specific purpose of reviewingthe performance evaluation.The President will summarize the results of the performance appraisal, includingspecific areas of outstanding or deficient performance in a written statement to beprovided to the Executive Director. The President shall meet with the ExecutiveDirector alone or, at the request of either, with the Officers, Executive Committee orfull Board, to discuss the evaluation. The Executive Director shall be provided with areasonable opportunity to redress any deficiencies in performance.The President shall provide the Executive Director with more informal feedback onhis/her performance on a regular basis as issues arise and, in any event, at least oncemidway between formal appraisals.The Board, through the President and/or Executive Director’s Evaluation Committee,may develop a variation on this process in any given year for a specific purpose at itsdiscretion and in consultation with the Executive Director.7. BOARD DEVELOPMENT7.1 RECRUITMENT AND SCREENING OF NEW BOARD MEMBERSThe Nominating Committee will, as Board members vacancies occur or are anticipated,review the needs of the Board for specific expertise, resources or skills necessary tobring strength and balance to the Board. The Nominating Committee shall identify,interview and recruit suitably qualified individuals who may be willing to beconsidered for appointment or election to the Board. If desired, the NominatingCommittee may check references of proposed candidates. The Nominating Committeewill recommend the appointment or election of suitable candidates to the Board ormembers of the Society in a manner consistent with the bylaws and the Society’spolicies. The Nominating Committee will maintain a file of all interested candidateswho have been so reviewed.7.2 ORIENTATION OF NEW BOARD MEMBERSWithin one month of being elected or appointed to the Board, a new Board memberwill receive a thorough orientation to his/her position. Each new member shall beassigned a more experienced member as a “buddy” or guide to help integrate himherto the Board and to answer questions about Board procedures. Orientation includes butis not limited to: • A review of the history, mission and purpose of the Society; • A review of the Constitution, bylaws and governance policies of the Society • An overview of funding sources; • An overview of key policy areas and copies of all Board policies; • An overview of the role, structure and functions of the Board; 24
  • • Copies of the procedural guidelines for Board meetings; • Copies of the policy relating to and procedures for Board member expenses; • A tour of facilities and introduction to key staff.8. BOARD MANAGEMENT8.1 MEETINGSMeetings of the Board of Directors will, unless otherwise determined by the Board, beheld at least three (3) times during each calendar year and at least one meeting will beheld at the Society’s premises in Sorrento, British Columbia. Meetings of the Boardmay be held in person, by telephone, by teleconference or any other electronic meanscapable of linking all Board members able to attend the meeting, or any combinationthereof.Roberts Rules of Order will be followed unless the Board has explicitly substituted analternative procedure.Discussion at meetings of the Board will be confined to those issues that clearly fallwithin the Boards authority according to its policies. Deliberation at meetings will betimely, fair, orderly, thorough, and efficient.8.2 BOARD MEMBER ATTENDANCECarrying out the work of the Board of Directors effectively requires a commitment toattend all Board meetings as required. Board members who are absent without a validexcuse from three consecutive meetings are automatically considered to have resignedtheir position. In the event such a member wishes to be reinstated, a letter of requestmust be sent to the Board. The Board will then decide, by motion, whether to reinstatethe Board member and on what terms and conditions.8.3 BOARD WORK PLAN/ OBJECTIVESThe Board will develop a plan and objectives for its own work in support of theSociety’s goals as articulated in the approved Strategic Plan and the annual operatingor business plan.8.4 BOARD SELF-EVALUATIONThe Board shall periodically review its own progress on work plan objectives and itseffectiveness. It shall conduct a formal assessment of its own performance annually atthe same time that it reviews the performance of the Executive Director and shall takesuch steps as may be suggested by such review to improve its governance practices. 25
  • 8.5 CONFLICT RESOLUTIONBoard members are commonly recruited to bring diverse views on issues to Boarddebates and decision-making. Constructive disagreements between Board members areencouraged in a well-functioning Board. They can generally be managed by followingproper rules of procedure and encouragement of good listening skills. However, in theheat of Board debate, disagreements sometimes degenerate into serious conflict onissues or between personalities. The President is responsible for managing suchconflicts. A neutral Board member or third party should be selected if the President is aparty to the conflict. It is important to identify early on whether the conflict is based onthe immediate issue at hand or has deeper roots based on differences in personal valuesand history, personalities, personal or political agendas, gender or culture.Managing Issues-Based and Personality-Based Conflict Appendix 38.6 BOARD MEMBER EXPENSESBoard members are entitled to be reimbursed for expenses occurred while carrying outtheir duties on behalf of the Society. In furtherance of this:• The Board, in accordance with accepted community standards, shall annually decide the rate at which travel expenses are reimbursed;• The rate at which all other expenses are reimbursed (such as child care during meetings, Board training, honoraria, all other transportation costs or limits for meals) shall be decided annually by Board motion;• All Board member expenses must be documented on a Board Member Expense form; and• The Administration and Finance Committee is responsible for recommending to the Board appropriate rates of reimbursement for Board member expenses;9. BOARD DECISION-MAKING9.1 DECISION-MAKING PROCESSDecisions of the Board are made as a group at Board meetings at which a quorum ofBoard members is present. A quorum, defined as “a majority of the Directors then inoffice or connected electronically provided all can hear”, is required for the transactionof any business of the Society (Bylaws 4.5 and 4.6).Decisions will ideally be made by a consensus development process leading to a formalvote recording the decision. This process is intended to encourage full discussion anddevelopment of a decision that all or at least the largest possible majority of, Boardmembers can support, prior to a vote. Where disagreements continue to exist, 26
  • dissenting members may request that their objections be recorded in the minutes. Afavourable vote of a majority of the members present, regardless of abstentions, isrequired for approval.Board members have the right to discuss questions before the Board and make theirdecisions in an uninhibited atmosphere. These Governance Policies, the Code ofConduct and procedural guidelines will govern Board deliberations. Board memberswill welcome and respect the diverse views of their colleagues, maintain confidentialityas required and support Board decisions.9.2 IN CAMERA MEETINGSThe following items may be considered in camera upon an approved motion of theBoard: • Personal matters about an identifiable individual (i.e. client or employee): • Acquisition or sale of land; • Labour relations or employee negotiations; • Litigation or potential litigation; • Receiving advice that is subject to solicitor-client privilege; • Matters falling under the Federal or Provincial statute relating to Freedom of Information and Protection of Privacy Act; • Matters of personal conflict between members of the Board as outlined in this governance policy; and • Any other matters which the Board determines are best handled in an in camera session. 27
  • APPENDIX 1 CODE OF CONDUCTBoard members and staff of the Society will at all times conduct themselves in themanner that: • Supports the objectives of the Society; • Serves the overall best interests of the Society rather than any particular constituency; • Brings credibility and good will to the Society; • Respects principles of fair play and due process; • Demonstrates respect for individuals in all manifestations of their cultural and linguistic diversity and life circumstances; • Respects and gives fair consideration to diverse and opposing viewpoints; • Demonstrates due diligence and dedication in preparation for and attendance at meetings, special events and in all other activities on behalf of the Society: • Demonstrates good faith, prudent judgment, honesty, transparency and openness in their activities on behalf of the Society; • Ensures that the financial affairs of the Society are conducted in a responsible and transparent manner with due regard for their fiduciary responsibilities and public trusteeship; • Avoids real or perceived conflict of interest; • Conforms with the bylaws and policies approved by the Board, in particular this Code of Conduct and Confidentiality and Conflict of Interest policies; • Exhibits a friendly, courteous and professional manner when dealing with guests, outside organizations and other board members or employees; and • Publicly demonstrates acceptance, respect and support for decisions legitimately taken in transaction of the Society’s business; 28
  • APPENDIX 2 EXAMPLES OF CONFLICT OF INTEREST ON THE PART OF A BOARD MEMBER:Any circumstance that may result in a personal or financial benefit to a Board memberor his/her family, business associate or friend is a conflict of interest. This includes, butis not limited to:• Accepting payment for services rendered to the Society, including contracted work or honoraria;• Accessing financial or other Society resources for personal use, such as. transportation, training costs, supplies, equipment, etc.;• Having personal interests which conflict with the interests of guests or are otherwise adverse to the interests of the Society;• Seeking, accepting or receiving any personal benefit from a supplier, vendor, or any individual or organization doing or seeking business with the Society;• Being a member of the Board or staff of another organization which might have material interests that conflict with the interests of the Society or its guests; including dealing with matters on one Board which might materially affect the other Board; or• Any involvement in the hiring, supervision, grievance, evaluation, promotion, remuneration or firing of a family member, business associate or friend of the Board member.Individuals who serve as Board members on the same Board with members of theirfamily or others with whom they have a direct business or personal relationship will besubject to an immediate perception of apparent conflict of interest. 29
  • APPENDIX 3 MANAGING ISSUES-BASED CONFLICTThe following techniques are suggested to assist in managing issue-based conflicts: • Acknowledge the value and importance of divergent views in making informed decisions; • Practice and encourage good listening skills, understanding and respect; • Clarify the ground rules for effective communication: confidentiality of discussions: allowing others to have their say: listening to understand: group ownership of problems and solutions: and a focus on issues rather than personalities or personal attacks; • Assist the parties in defining the issue. State what you understand to be the substance of the issue and seek agreement between them on a clear definition of the issue. Name the problem! • Seek agreement on the objectives, outcomes or decisions sought by placing this item on the Board agenda; • Assist the disputants to identify and expand points of agreement; • Assist them in identifying why this issue is important to them rather than encouraging more debate on who has the best solution/idea; • Ask each to ‘step into the other’s shoes’ and ‘role play’ the debate from the others’ perspective; • Paraphrase or summarize the discussions repeatedly until consensus has been reached on points of agreement and disagreement; • Encourage both parties and other Board members to suggest new insights or compromises. Seek agreement on a compromise; • Re-state the favoured solution. Check with both parties to see if it is acceptable and allow them to resolve the matter; and • Table the item to be dealt with after a ‘cooling off’ period, either later in the meeting, at a future meeting of the Board or privately with the parties outside a Board meeting. MANAGING PERSONALITY-BASED CONFLICTThe following techniques, in addition to those suggested for managing issue-basedconflicts, are offered to assist in managing conflicts based on personality, personal orpolitical agendas, or other more deeply rooted factors too time-consuming anddisruptive to deal with during Board meetings: • Do not waste valuable Board time and energy in attempting to resolve such conflicts at the board table; • Meet with the parties individually outside the Board meetings to express concern about the negative effect of their conflict on Board deliberations, attempt to define the issues and seek a resolution of the conflict; • Meet with the parties together to determine whether an accord can be reached between them that will allow the Board to function effectively with their continued membership. Seek to mediate their conflicts; 30
  • • In the event that such an accord cannot be reached then suggest that either or both parties consider resigning their positions as Board members of the Society;. • Recommend disciplinary action to the Board in the event that resignations are not forthcoming. * Adapted from Designing and Facilitating Groups in Conflict, Canadian Institute for Conflict Resolution (CICR)C:Documents and SettingsbandrewsDesktopSORRENTO CENTRE GOVERNANCEPOLICY Final Adopted with Board Changes.doc Publisher 05/06/2007 31