Role of the Board of Directors

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					Role of the Board of Directors
    Questions to Ask Yourself
• Am I committed to the mission of the
• Can I contribute the necessary time to be
• Am I comfortable with the approach to
• Can I place the organization’s purposed and
  interests above my own professional and
  personal interests when making Board
   Responsibility of Directors
• Must know and understand the mandate of
  the organization
• Must be familiar with those whom they
  serve (i.e. the members)
• Must be transparent in their operations
• Must develop appropriate policies and
• Must avoid conflict of interest
    Responsibility of Directors
• Must be fiscally responsible
• Must implement assessment and control
  systems (i.e. for finance, strategic
• Must plan for succession and the diversity
  of the Board
“Directors are required to exercise their
   power with competence (or skill) and
    diligence in the best interests of the
  corporation. They owe what is called a
  “fiduciary duty” to the corporation. The
   duty is a “fiduciary” duty because the
obligation to act in the best interests of the
corporation, at its core, is an obligation of
      loyalty, honesty and good faith.”
                 Duty of Care
Directors’ fiduciary duties can be divided into two main
a) the duty of care; and,
b) the duty of loyalty.

The duty of care imposes on directors a duty of
competence or skill – i.e., a requirement to act with a
certain level of skill; and a duty of diligence. The duty
of skill and diligence must be performed to a certain
“standard of care”.
            Duty of Loyalty
The duty of loyalty requires that a director
act honestly and in good faith in the best
  interests of the corporation. Among other
 implications, it means that a director is not
  allowed to profit from his or her office (the
       “no profit rule”) and must avoid all
   situations in which his or her duty to the
      Corporation conflicts with his or her
        interests (the “no-conflict rule”).
         Conflict of Interest
An apparent conflict of interest occurs when the
    answer to the following question is "yes":

  Would a reasonably informed person
    perceive that the performance of the
 director's duties and responsibilities could
 be influenced by their financial or material
          Conflict of Interest
               Occurs when:
• a board member diverges from the
  Chapter’s professional obligations to a
  private interest involving actions that are
  determined by personal or financial gain
• a board member acts in a position of
  authority on an issue in which they have
  financial or other interests
  Examples: Conflict of Interest
• Directors could be in conflict of interest if they offer
  services to the chapter on whose board they serve even
  if the charge for these services is at or below the market
 A board member who has cheque writing/signing
  authority is responsible for paying invoices from a
  relative or business partner even for legitimate services
 The chair of a chapter event or the Chapter Board
  receives complimentary registration/hotel for an event
 Executive committee is chapter nominations committee
          Liability of Directors
  Directors are responsible for breaches of their
   fiduciary duty to the corporation. They can be
   held personally liable for breaches of statutory
  provisions that impose responsibility on them as

Directors are liable for the crimes that they commit
   themselves, even if committed while executing
          their responsibilities as a director.
      Liability of Directors
  Directors are usually not personally
responsible for the contracts they sign on
behalf of the organization as long as they
      have the legal right to do so.
        Liability of Directors
Directors can be held personally responsible
   for scenarios that include unsafe venues,
  the inappropriate actions of volunteers (for
        example, libel and slander in an
     organization’s communication vehicle,
    such as a newsletter or website), or the
   inappropriate use of organizational funds.
        Liability of Directors
Directors can be held personally responsible
     for acting outside their authority, for
   example, by signing contracts when they
         are not empowered to do so.
 They may also be held responsible for the
       improper use of member record
       Role of the President
The President is the facilitator. They do not
  control the discussion or mandate policy.
    The main role is to ask questions and
 They are the official spokesperson for the
  chapter, unless they choose to designate
                someone else.
• The President shall serve as chairman of both the Board
  of Directors and the Executive Committee. The President
  shall also serve as a member, ex-officio, with right to
  vote on all committees except the Nominating
• At the Annual Meeting and at such other times, the
  President shall communicate to the members such
  matters and make such suggestions that will promote the
  welfare and increase the usefulness of the Chapter.
• The President shall perform such other duties as or as
  may be prescribed by the Board of Directors.
  Role of the President Elect
The President Elect is there to learn from
 and assist the President in their role. In
 the event that the President is unable to
perform their duties, the President Elect is
           authorized to do so.
    Role of the President Elect
• Preside at all meetings in the absence of the
• Work with officers to ensure chapter minimum
  standards are met
• Develop leadership succession planning
  strategies for chapter
• Other duties that may be delegated by the
  President and/or the Chapter Board of Directors
 Role of Immediate Past President
• The Nominating Committee Chair,
  ensuring compliance and support of
  chapter bylaws and policy
• Assist with the Chapter of the Year
  (COTY) preparation as needed
• Other duties that may be delegated by the
  President and/or the Chapter Board of
                  VP Finance
• Oversee the Chapter's funds and financial records
• Oversee collection of all funds and/or assessments;
• Establish proper accounting procedures for the handling
  of funds;
• Responsible for keeping the funds in such banks, trust
  companies, and/or investments as are approved by the
  Executive Committee.
• The Vice President Finance shall report on the financial
  condition of the Chapter at all meetings of the Board of
  Directors and at other times when called upon by the
             VP Membership
• New member recruitment, new member
  orientation, member recognition programs,
  scholarships and Chapter retention.
• Access membership reports including new
  members and retention from the MPI database
• Report at all meetings of the Board of Directors
  and at other times when called upon by the
                VP Education
• Oversee the educational offerings of the Chapter, to
  include program planning and educational alignment
  with the MPI strategic plan.
• Oversee registration, logistics, content and speaker
  sourcing for all meetings.
• Oversee any regional education conference, leadership
  institutes, the Women’s Leadership Initiative, CMP/CMM
  programs, the Multi-cultural Initiative, and any new
  programs that MPI initiates.
• The Vice President Education will report at all meetings
  of the Board of Directors and at other times when called
  upon by the President.
          VP Communications
• The Vice President Communications shall oversee the
  chapter communications.
• Timely and newsworthy information to membership
• Production of Newsletter, directory and website
• All written communication internally and externally
• The Vice President of Communications shall also ensure
  that all written communications follows the chapter
  Strategic Plan currently in place.
• The Vice President Communications will report at all
  meetings of the Board of Directors and at other times
  when called upon by the President
          Role of the Board
• Communicate.
  – Listen. Seek to understand before you seek
    to be understood.
  – Speak! Don’t be afraid to be understood.
  – Question? This leads to greater
    understanding and better decisions.
• Make decisions based on situation not
  personality; avoid all appearance of
  conflict of interest
     Role of Board Members

• Keep the best interests of the membership
  and of the organization in mind.
• Support decisions once they are made.
  Your time for questioning is during the
• Be fiscally responsible.
• You have two sets of bylaws. One is
  provincial, the other are the MPI minimum
• In areas of conflict, your provincial ones
  take precedence.
• These are the rules by which you operate,
  your “constitution”
• Bylaws govern:
  – What you are called (i.e. MPI Orange County
  – Where you operate (state/province/country)
  – What your objectives are
  – Who can be a member and member
• Bylaws also govern:
  – Meetings
  – Voting
     • Quorum
     • Procedure
  – Elections
  – Your governance structure
     •   Board of Directors
     •   Executive
     •   Term of office
     •   Removal of Board members
– Specific Committees
  • Nominations
  • Finance
– Financial Operations
– Dissolution of the organization

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