Sorrento Centre - Governance Policies

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Sorrento Centre - Governance Policies Powered By Docstoc

  Reviewed by Kathy Sainty – Feb 2007

      Adopted February 24, 2007
         Board of Directors

                            Table of Contents


 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


 2.1   President
 2.2   Vice President
 2.3   Treasurer
 2.4   Secretary


 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



  5.1 Planning
      5.1.1 Strategic Plan
      5.1.2 Annual Operating Plan
      5.1.3 Planning Cycle

5.2   Financial Stewardship
5.3   Human Resources Stewardship
5.4   Performance Monitoring and Accountability
5.5   Risk Management
5.6   Community Representation and Advocacy
5.7   Management of Critical Transitional Phases
5.8   Complaints Review


6.1 Delegation to the Executive Director
6.2 Appointment of the Executive Director
6.3 Executive Director’s Performance Evaluation
6.3.1 General
6.3.2 Procedure


7.1   Recruitment and Screening of New Board Members
7.2   Orientation of New Board Members


8.1 Meetings
8.2 Board Members Attendance
8.3 Board Work Plan/Objectives
8.4 Board Self-Evaluation
8.5 Conflict Resolution
8.6 Board Member Expenses

9.1 Decision-Making Process
9.2 In Camera Meetings

Appendix 1 Code of Conduct
Appendix 2 Examples of Conflict of Interest on the part of a Board Member
Appendix 3 Managing Issues-Based and Personality-Based Conflict

                    SORRENTO CENTRE,

                        GOVERNANCE POLCIES

Governance is the exercise of authority, direction and control of an organization in
order to ensure its purpose is achieved. It refers to who is in charge of what; who sets
the direction of the organisation; who sets the parameters within which that direction is
to 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 an
organization uses to direct and manage its general operations. These structures,
processes and organizational traditions determine how authority is exercised, how
decisions are taken, how stakeholders have their say and how decision-makers are held
to account.


Sorrento Centre, Anglican Church of Canada , (the “Society”) is governed by the rule
of law, its constitution and bylaws and the policies established by the Board from time
to time to direct its operations.

The Society is incorporated as a society under the Society Act (British Columbia) and
is registered as a society with the Registrar of Societies for the Province of British
Columbia. 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 Society
are promulgated under the auspices of the Society Act.

The Society’s constitution and bylaws define its mandate. The Society’s policies are
enacted under that mandate.


The Board of Directors is comprised of thirteen (13) persons appointed or elected as
• 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

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 the
Board. While it is recognized that specialized professional or practical skills which a
Board member may bring will be beneficial to the work of the Board, requirements
may 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          COMMITTEES

The following standing committees of the Board are established in the bylaws:
Executive, Administration and Finance, Nominating, and Development and
Fundraising. Ad hoc committees or working groups may be constituted by the Board
from time to time to carry out tasks or make recommendations to the Board on
particular issues. Ad hoc committees are automatically disbanded by Board motion
when tasks are completed or are no longer relevant. Terms of Reference outlining
committee membership, mandate and procedures are required for all committees. The
Board Chair is a voting ex officio member of all committees. The Executive Director is
a non-voting attendee at all committee meetings.

             CORPORATE BODY

The Board’s job is to govern the affairs of the Society within the framework of relevant
legislation, standards and policies. Governance is the exercise of authority, direction
and control of the organization in order to ensure its purpose is achieved.

In fulfilling its governance role, the Board has the ultimate responsibility for the

      •   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;

      •   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 monitoring
of policy. The Board oversees the management of the Society’s finances. The Board
ensures the proper and adequate discharge of this duty through its Treasurer acting on
behalf and reporting to the Board.


The Board as a whole is responsible to its Associates and those government and
individual or Society donors who provide funds for the operation of the Society. The
Board is also accountable, in a more general sense, to exercise good stewardship of the
Society on behalf of the trust placed in it by the general public, guests, staff, volunteers
and other stakeholders.

Individual members are elected and /or appointed under the authority of the bylaws and
are responsible to the Associates of the Society who elect them, or to those bodies
which appoint them. However, Board members have no authority to act or give
direction individually other than in such manner as is approved in the Board’s policies
or by resolution of the Board. The Board may delegate authority to an individual Board
member or Officer or employee or member of a committee; however the Board retains
ultimate responsibility and accountability.

The Board will account to the Associates, donors and other key stakeholders through
newsletters, its website and the annual meeting. It will do so as well by providing
access to the annual audited financial statements and minutes of Board meetings
(except in camera portions), by receiving representations from and consulting with key
stakeholders and generally operating in an open and transparent manner.


A Board member must be fully informed on organizational matters, and must
participate in the Board’s deliberations and decisions on matters of policy, finance,
operations, programs, personnel, properties, marketing, and other areas of concern to
the 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;

      •   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
      •   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
      •   Serving as an advocate for services of good quality;
      •   Hearing complaints from the guests about services or products through a formal
          complaints procedure.


Each Board member is expected to become an active participant in a body that
functions effectively as a whole. In addition to assisting in the exercise of the major
duties of the Board outlined above, members must exercise due diligence in the
performance 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;

      •   Attend Board meetings regularly, serve on committees of the Board and
          contribute from personal, professional and life experience to the work of the
      •   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.


Respect for confidentiality is the cornerstone of trust and confidence as well as a
legislated obligation. Board members must at all times respect the confidentiality of
any client names and/or circumstances that might identify guests. Similarly, all matters
dealt with by the Board during in camera meetings and matters related to personnel
must 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 CONDUCT

Board members are expected to comply with the Code of Conduct that encourages the
development of a spirit of collective decision-making, shared objectives and shared
ownership of and respect for Board decisions. The Code of Conduct is a statement of
essential principles intended to govern the conduct of the Board and staff of the

Code of Conduct Appendix 1


Board members shall act at all times in the best interests of the Society rather than
those of any particular interests or constituencies. This means setting aside personal
self-interest and performing their duties to transact the affairs of the Society in a
manner that promotes public confidence and trust in the integrity, objectivity and
impartiality of the Board. Board members serve without remuneration. No Board
member 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 be
incurred by them in the performance of their duties.


Board members are considered to be in a “conflict of interest” when they, members of
their family, their business partners or close personal relations benefit either directly or
indirectly, financially or otherwise, from a Board member’s position on the Board. A
conflict of interest may be “real”, “potential” or “perceived”; the same duty to disclose
applies to each. Full disclosure in itself does not remove a conflict of interest.


A Board member must openly disclose a potential, real or perceived conflict of interest
as 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 must
bring 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, the
Board will determine by vote if a conflict exists.

A Board member must abstain from participating in any discussion on the matter and
shall not attempt to personally influence the outcome, shall refrain from voting on the
matter and, unless otherwise decided by the Board, must leave the meeting room for
the duration of any such discussion or vote.

The disclosure and decision as to whether a conflict exists shall be duly recorded in the
minutes of the meeting. The time the person left and returned to the meeting shall also
be recorded.

It is the responsibility of other Board members who are aware of a real, potential or
perceived conflict of interest on the part of a fellow Board member to raise the issue for
clarification, first with the Board member and, if still unresolved, with the Board

           BOARD MEMBERS

The Executive Committee, in a meeting duly called for such a purpose, shall review a
complaint 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 the
Board 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 welfare
or other appropriate authorities for investigation. Any Board member against whom
such allegations are made shall take a leave of absence from the Board pending
completion of the investigation.

The review of such complaints or disputes shall include an opportunity for the Board
members concerned to present their positions. Executive Committee members who
originate or are the subject of such complaints or disputes must declare their conflict
and 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 Board
for approval.

The decision of the Board shall be final. Should the Board member refuse to abide by
the decision, the Board may table the matter pending determination of disciplinary
action, which action may include formal or informal censure by the President or the
Board, suspension or a request for the member’s resignation.

Examples of Conflict of Interest On The Part Of A Board Member Appendix 2


Officers of the Board are in the service of the Board and have the responsibility to
ensure that the Board’s work is completed. Individual Officers may not act in place of
the Board except when acting together as the Executive Committee in accordance with
the 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 from
among themselves at the first meeting of the Board of Directors following the Annual
General Meeting of the Society.

2.1        PRESIDENT

The role of the President is to ensure the integrity of the Board’s processes. The
President is the only Board member authorized to speak for the Society, unless
authority is specifically delegated to another Board member.

The President shall represent the Society in all dealings with the Associates and the
Executive Director of the Society, provided however that the President may delegate
this function to such other Officers or Board members of the Society or persons as the
President, in his/her sole discretion, shall determine.

The President presides as the ‘manager’ of the Board’s activities, ensuring that the
Board 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 during
regularly scheduled Board meetings, the President is responsible for ensuring that the
work is conducted efficiently and effectively. The President has no authority to make
decisions outside the bylaws or the parameters of policies created by resolution of the
Board. 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 other
Board members and with the assistance of the Executive Director.

The President will plan the conduct and timing of the Board meetings in conjunction
with the Executive Director and will chair meetings of the Board and the Executive

The President will prepare a report for and preside as Chair at all general meetings of
the Society.

The President will ensure that the Board is properly informed about the operations of
the Society and has the information and opportunity necessary to come to decisions on
matters within its purview.

The President will encourage full participation by Board members in meetings and
keep the discussion on track by summarizing issues and discussion. The President will
provide leadership relating to evaluation of Board processes and individual and
collective contributions.

The President will ensure all Board members, Committee Chairs (and, on completion
of his/her term in office, any new President) receive an orientation to the Society, the
Board and its work.

The President will act as a signing authority for the Society as approved in its bylaws
or by resolution of the Board.

The President will be the Board’s primary liaison with the Executive Director, who is
responsible for the execution of Board policy and directives, and for determining the
means, organizational structure and management processes necessary to achieve the
corporate objectives.

The President will act as public and media spokesperson for the Board and the Society
as required.

The President serves as an ex officio member of all committees and shall be informed
of all meetings of any committees of the Board and may have input into matters to be
determined by committees and attend meetings as desired or needed.


In addition to assuming the duties of the President during his/her absence, the Vice
President shall perform such other duties as may be prescribed from time to time by the
Board 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        TREASURER

The 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.

2.4        SECRETARY

The Secretary shall ensure that all secretarial functions are performed for the Board and
Executive 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 appropriately
maintained. 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
   • 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
   • 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.


Committees have an advisory function to the Board. They do not speak or act for the
Board unless such authority is formally delegated, is time-limited, and is for specific
purposes. Committees do not have any authority to direct staff although they may,
through the Board, ask the Executive Director to allocate resources to support their

Each standing committee and any ad hoc committees created from time to time shall
have written Terms of Reference approved by the Board. Appointments to the
committees shall be determined in the bylaws (for standing committees) or in the
committee Terms of Reference (for ad hoc committees).

3.1        COMPOSITION

Each committee shall be chaired by a member of the Board (with the exception that a
Past President, who need not be an incumbent Board member, may chair the
Nominating Committee). Committees shall be composed of members of the Board
(and, where possible and appropriate, staff members and members of the community at
large). 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 its
meetings will be submitted to the Board for information.

A committee may establish sub-committees to work on specific projects deemed
necessary to fulfill its mandate.

3.2        FUNCTION

A committee’s function is to bring the experience, expertise and judgment of a group
of interested and informed persons to bear on a specific area of the Society’s
responsibility. Its job is to assist the Board by considering matters referred to it in
greater depth than would be possible by the whole Board. Committees isolate the key
issues requiring Board consideration, propose alternative actions, present the
implications and make recommendations to the Board for decision.

The Board needs not review matters delegated to a committee in the same detail as the
committee but must be satisfied that all pertinent information has been considered or
may refer the issue back to the committee for further study. The Board will consider
the recommendations of the committee and adopt or amend those recommendations or
make such other disposition as it deems advisable.


Board and staff work co-operatively to carry out the objectives of the Society. The
Board relies upon the ability, training, expertise and experience of staff to plan for and
provide services within the Society’s mandate. Committees and Board meetings are the
generally recognized avenues for Board and staff to think and plan together.

The attendance of the Executive Director or his/her designate, at all committee
meetings, except those held ‘in camera,’ as a resource and staff support is important to
effective committee work. Committees may advise the Board and the Executive

Director but do not exercise authority over staff, and will ordinarily have no direct
dealing with staff operations. Committee members must know and respect the
distinction 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.


The Executive Committee shall consist of the President, Vice President, Secretary and
Treasurer. Unless otherwise agreed by the members of the Executive Committee, the
President chairs meetings of the Executive Committee. The Executive Director is
included as a non-voting member of the Executive Committee.

The Executive Committee possesses specific powers to make decisions between Board
meetings if necessitated by unusual circumstances. It may not buy, sell, or encumber
real 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 its
next meeting.

The Executive Committee is responsible for the annual performance review of the
Executive Director and for making recommendations to the Board with respect to
his/her performance, continuing tenure and compensation.


The Nominating Committee is appointed by and accountable to both the membership
and the Board to recruit Board members who shall carry out the mission, vision and
values of the Society.

The Society seeks to ensure that the Board of Directors is inclusive and at least
parallels the diversity of our community. If there is a high degree of diversity at the
Board leadership level, we hope that our policies, priorities and plans will include those
diverse perspectives.

The purpose of the Nominating Committee is to identify needed skills and the
appropriate candidates to meet the needs of the Board and make nominations and
recommendations for appointments to the Board prior to the Society’s Annual General
Meeting to ensure a high quality of Board members.

In accordance with the bylaws of the Society, the Nominating Committee shall consist
of three (3) members (with the President as a fourth, ex officio, non-voting member).

Those members shall be the immediate Past President of the Board or (if unable to
serve) a former Past President, an Associate appointed by the members of the Society
at it Annual General Meeting, and a current member of the Board. The Chair of the
committee will be the current member of the Board on the committee (with the
exception that a Past President, who need not be an incumbent Board member, may
chair the Nominating Committee). The Board representative to the Nominating
Committee shall be appointed each year at the Board Meeting immediately following
the Annual General Meeting.


The Administration and Finance Committee shall consist of the Treasurer and at least
two (2) other Board members selected by the Board annually. Unless otherwise agreed
by the members of the Administration and Finance committee, the Chair of the
committee 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.


The 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 or
appointed by the Board at its first meeting immediately following the Annual General
Meeting of the Society.


The Board of Directors represents the Associates of the Society. It is the Society’s
legally constituted authority and is responsible directly to the donors and the
community for the prudent oversight of the Society’s operations.
It is responsible for the articulation and safeguarding of the organization’s mission. The
Board is responsible for long-term planning and direction. It defines the organization’s
culture, values, operating principles, and the parameters within which it expects the
Executive Director to manage the Society's operations.

The Board focuses on strategic leadership rather than administrative detail, important
policy rather than operational matters. It establishes and respects distinctions between
Board and staff roles and manages any overlap between these respective roles in a
spirit of collegiality and partnership that supports the authority of staff and maintains
proper 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 Board's own processes, progress and
     • 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.


Primary Board responsibilities fall within eight general areas: Planning; Financial
Stewardship; Human Resources Stewardship; Performance Monitoring and
Accountability; Risk Management; Community Representation and Advocacy;
Management of Critical Transitional Phases; and Complaints Review.

5.1             PLANNING

One of the most important responsibilities of a Board of Directors is to provide general
guidance and direction for a Society. A comprehensive framework for planning, setting
priorities, management and budgeting is essential to effective and responsible
organizational stewardship.
Good planning results in better communication and a better understanding of how
various parts of an organization work together to produce desired results.

Because of the entrepreneurial nature of the Society, provision must be made in all
stages of planning framework for adjustments to plan to take advantage of
opportunities that could not have been foreseen in the normal planning cycle.


The Board, with the assistance of staff and in consultation with key stakeholders,
establishes the Society's overall direction through the development and approval of a
Strategic Plan. This plan provides a tentative blueprint for the Society’s direction and
activities for the next three to five years based on a scan of internal and external factors
that may bear on the resources and direction of the organization. It identifies the "key
areas" in which the Board wants to focus the activities of the organization and general
goals for each of these areas.


The Board with the Executive Director will develop the annual operating plans and
budgets based on the general blueprint contained in the Strategic Plan. These become
the 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 for
improvement in key areas of corporate activity. The Society's annual operating plan
forms the basis of its yearly budget and contains revenue and expenditure forecasts
related to planned volumes of service. These plans will have more specific objectives
than the Strategic Plan, such as expected results for each objective, the time period
during which those results will be sought, and criteria for measuring the achievement
of those results

The annual operating plan, together with service statistics and budget forecasts, will be
presented to the Board for review, amendment and approval. The Executive Director
will bring changes to plans to account for new opportunities to the Board for approval
prior to implementation.


The Board, with the assistance of the staff, will develop and approve a Strategic Plan
on a three to five-year cycle with progress monitored regularly against targets set in the
annual operating plan and budget. Performance against interim targets is monitored

each quarter of the fiscal year. In the third quarter a thorough analysis of performance
and projections for the expected year-end will be undertaken. Preliminary planning for
the coming year's operating goals will occur at the end of the third quarter to be
completed late in the fourth quarter with refinements based on actual prior year results
concluding in the first quarter. Service targets and forecasts of financial resources and
constraints will contribute to the final preparation of the coming year's budget.


The Board is responsible to review and approve the annual operating and capital
budgets; secure adequate financial resources; ensure development of financial
management and inventory control systems adequate to properly record financial
transactions and control of assets; monitor efficient use of resources; and ensure the
establishment of proper financial controls and policies.


The 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
    • 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.


The Board is responsible for ensuring that adequate systems are in place for monitoring
organizational performance; monitoring the general performance of the organization
against legislative and regulatory requirements and approved objectives of the
organization; and reporting to donors and other key stakeholders.


The 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

        •  Adequate contingency plans are in place to protect against reasonably
           anticipated crises.

The function of public relations is to assist the Society in achieving its goals and
objectives through the development and execution of programs designed to earn public
understanding 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 Executive
Director. This authority may be delegated by either of them to others in the Society
who have special fields of competence or knowledge.

In general, the President represents the Society on matters of Board policy and the
Executive Director represents the Society on operational issues. Either may represent
the Society on issues related to advocacy on behalf of the mandate of the Society. Any
major statements of an advocacy nature must be consistent with the general parameters
of Board approved policies or positions. This is not intended to inhibit expression of
personal or professional opinions but care should be taken by individual Board
members to distinguish these from positions of the Society.


The Board is responsible for managing critical transitional phases and events. These
include turnover in key positions in the Board and senior management; rapid growth or
decline in resources; labour relations disputes; and issues of significant public


Board members do not generally have direct contact with guests. Where a guest makes
direct contact with a Board member for assistance in the resolution of specific service
issues, the Board member should refer the guest to the Executive Director. A Board
member may not interfere in the handling of a specific case by approaching individual
staff members. Concerns about the management of a case should be conveyed to the
Executive Director. The Executive Director may inform the concerned Board member
about the action taken in the case or authorize a supervisor to communicate the
information directly to the Board member.

The identity of guests is otherwise confidential to the staff involved in the provision of
services. Guest names and identifying personal information will be withheld when case
information is presented to the Board or a committee for orientation or illustrative

purposes. The Board’s responsibility to hear guest complaints on appeal from a
decision of the Executive Director is an exception to these general principles.

Service providers and supervisory staff shall initially respond to complaints about the
nature or quality of services provided by the Society. The complainant shall be
provided with an opportunity to appeal decisions made by supervisory staff or service
providers to the Executive Director. Appeals from decisions of the Executive Director
are to the Board. The Board, in considering such appeals, shall establish a tribunal from
among its members to hear the guest and review the matter. Members of the tribunal
shall adhere to the Society’s policies on confidentiality. The tribunal may not overturn
staff decisions but may make recommendations to the Executive Director on the matter
and may recommend policy amendments to the Board.


The Board’s role is governance. Accordingly, the Board contracts with the Executive
Director for the management and administration of the Society and its resources. The
Executive Director is responsible, within parameters established by the Board, for
determining the methods by which the Board's directions and policies will be executed
and the desired outcomes achieved.

The Executive Director is employed by the Board of Directors and is therefore
responsible to the Board as a whole rather than to individual members. S/He is required
to implement policies as determined by the Board, consistent with the requirements of
any legislation or regulations. In the exercise of these responsibilities, the Executive
Director 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 his\her 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;

      •   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.


The Board's role is governance and as such, the Board establishes policies for
achievement of the Society’s objectives. The Board delegates responsibility for
execution of policies to the Executive Director. All Board authority delegated to staff is
delegated through the Executive Director, so that the authority and accountability of
staff 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 of
Board policies.


Recruitment, selection and appointment of an Executive Director are, along with
performance 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 Director's
appointment should be made with the confidence of the full Board.

In the event that the Executive Director's performance is deficient or there is loss of
confidence in the incumbent, the Board, as a whole, is responsible, as amicably as
possible, for terminating the relationship.

Termination of the Executive Director’s contract requires the approval of fifty-one
percent (51%) of the Directors then in office voting in favour of dismissal at a meeting
duly called to consider such action.
The Board will provide the Executive Director with a written employment contract
which should be reviewed annually. Any renewals of the contract ought to be approved
annually by the Board.


6.3.1            GENERAL

The Executive Director is the sole official link between the Board and the Society that
it governs. The responsibilities of the Executive Director lie in the exercise of
delegated authority and compliance within parameters established by the Board and its
policy and directives.

The Executive Director's contributions to the Society may be expressed as performance
in respect of six components:

   •    Compliance with the terms and conditions of the Executive Director's job
   •    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
   •    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 than
subjective or personality oriented. The evaluation will assess the Executive Director’s
overall performance relative to the above components and the employment contract
between the Society and the Executive Director.

6.3.2          PROCEDURE

The Executive Director will, at the beginning of each fiscal year, draft objectives for
that year and discuss these with the Executive Director’s Evaluation Committee (or the
Executive 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 his\her 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;

   • Provide such documents to the Executive Director’s Evaluation Committee (or
   Executive Committee).

These materials, along with Board members' observations of the Executive Director's
interactions with key stakeholders throughout the year shall form the basis of the

The President will obtain input from the Officers, Committee Chairs and Board
members and will prepare a written evaluation of the Executive Director's
performance. The President will provide a summary of the performance review to the

Board at its last meeting in the fiscal year or immediately thereafter. The Board will
meet in camera without the Executive Director for the specific purpose of reviewing
the performance evaluation.

The President will summarize the results of the performance appraisal, including
specific areas of outstanding or deficient performance in a written statement to be
provided to the Executive Director. The President shall meet with the Executive
Director alone or, at the request of either, with the Officers, Executive Committee or
full Board, to discuss the evaluation. The Executive Director shall be provided with a
reasonable opportunity to redress any deficiencies in performance.

The President shall provide the Executive Director with more informal feedback on
his/her performance on a regular basis as issues arise and, in any event, at least once
midway 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 its
discretion and in consultation with the Executive Director.



The Nominating Committee will, as Board members vacancies occur or are anticipated,
review the needs of the Board for specific expertise, resources or skills necessary to
bring strength and balance to the Board. The Nominating Committee shall identify,
interview and recruit suitably qualified individuals who may be willing to be
considered for appointment or election to the Board. If desired, the Nominating
Committee may check references of proposed candidates. The Nominating Committee
will recommend the appointment or election of suitable candidates to the Board or
members of the Society in a manner consistent with the bylaws and the Society’s
policies. The Nominating Committee will maintain a file of all interested candidates
who have been so reviewed.


Within one month of being elected or appointed to the Board, a new Board member
will receive a thorough orientation to his/her position. Each new member shall be
assigned a more experienced member as a “buddy” or guide to help integrate him\her
to the Board and to answer questions about Board procedures. Orientation includes but
is 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;

      •   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.


8.1          MEETINGS

Meetings of the Board of Directors will, unless otherwise determined by the Board, be
held at least three (3) times during each calendar year and at least one meeting will be
held at the Society’s premises in Sorrento, British Columbia. Meetings of the Board
may be held in person, by telephone, by teleconference or any other electronic means
capable of linking all Board members able to attend the meeting, or any combination

Robert's Rules of Order will be followed unless the Board has explicitly substituted an
alternative procedure.

Discussion at meetings of the Board will be confined to those issues that clearly fall
within the Board's authority according to its policies. Deliberation at meetings will be
timely, fair, orderly, thorough, and efficient.


Carrying out the work of the Board of Directors effectively requires a commitment to
attend all Board meetings as required. Board members who are absent without a valid
excuse from three consecutive meetings are automatically considered to have resigned
their position. In the event such a member wishes to be reinstated, a letter of request
must be sent to the Board. The Board will then decide, by motion, whether to reinstate
the Board member and on what terms and conditions.


The Board will develop a plan and objectives for its own work in support of the
Society’s goals as articulated in the approved Strategic Plan and the annual operating
or business plan.


The Board shall periodically review its own progress on work plan objectives and its
effectiveness. It shall conduct a formal assessment of its own performance annually at
the same time that it reviews the performance of the Executive Director and shall take
such steps as may be suggested by such review to improve its governance practices.


Board members are commonly recruited to bring diverse views on issues to Board
debates and decision-making. Constructive disagreements between Board members are
encouraged in a well-functioning Board. They can generally be managed by following
proper rules of procedure and encouragement of good listening skills. However, in the
heat of Board debate, disagreements sometimes degenerate into serious conflict on
issues or between personalities. The President is responsible for managing such
conflicts. A neutral Board member or third party should be selected if the President is a
party to the conflict. It is important to identify early on whether the conflict is based on
the immediate issue at hand or has deeper roots based on differences in personal values
and history, personalities, personal or political agendas, gender or culture.

Managing Issues-Based and Personality-Based Conflict Appendix 3


Board members are entitled to be reimbursed for expenses occurred while carrying out
their 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;



Decisions of the Board are made as a group at Board meetings at which a quorum of
Board members is present. A quorum, defined as “a majority of the Directors then in
office or connected electronically provided all can hear”, is required for the transaction
of any business of the Society (Bylaws 4.5 and 4.6).

Decisions will ideally be made by a consensus development process leading to a formal
vote recording the decision. This process is intended to encourage full discussion and
development of a decision that all or at least the largest possible majority of, Board
members can support, prior to a vote. Where disagreements continue to exist,

dissenting members may request that their objections be recorded in the minutes. A
favourable vote of a majority of the members present, regardless of abstentions, is
required for approval.

Board members have the right to discuss questions before the Board and make their
decisions in an uninhibited atmosphere. These Governance Policies, the Code of
Conduct and procedural guidelines will govern Board deliberations. Board members
will welcome and respect the diverse views of their colleagues, maintain confidentiality
as required and support Board decisions.


The following items may be considered in camera upon an approved motion of the
   • 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


                              CODE OF CONDUCT

Board members and staff of the Society will at all times conduct themselves in the
manner that:
   • Supports the objectives of the Society;
   • Serves the overall best interests of the Society rather than any particular
   • 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;


                       OF A BOARD MEMBER:

Any circumstance that may result in a personal or financial benefit to a Board member
or his/her family, business associate or friend is a conflict of interest. This includes, but
is 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 their
family or others with whom they have a direct business or personal relationship will be
subject to an immediate perception of apparent conflict of interest.


The following techniques are suggested to assist in managing issue-based conflicts:
   • Acknowledge the value and importance of divergent views in making informed
   • 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.


The following techniques, in addition to those suggested for managing issue-based
conflicts, are offered to assist in managing conflicts based on personality, personal or
political agendas, or other more deeply rooted factors too time-consuming and
disruptive 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;

     •   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
     •   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)

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POLICY Final Adopted with Board Changes.doc Publisher    05/06/2007


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