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The Board of Directors develops goals and plans for the Society and is accountable for all legal and financial activities. Directors make policy decisions and guide management activities, but delegate the day-to-day operations to the Chief Executive Officer (CEO).
The Board meets quarterly, in September, December, March and June. Meetings begin at 5:30 p.m. and except in extraordinary situations, conclude at 7:00 p.m. The Annual General Meeting is held in September.
The Board has five sub-committees, which meet regularly: the Finance Committee, the Personnel Committee, the Resource Development Committee, the Governance Committee and the Atira Property Management Inc. advisory committee.
Each of the five continuing committees must consist of a minimum of two Directors, and the CEO.
The Board, from time-to-time, strikes ad-hoc committees, which generally meet regarding a specific issue over a finite period of time. Membership of ad-hoc committees is defined by the Board of Directors at the time the committee is established.
Conflict of Interest:
The board is responsible for the financial health of the organization. As a result, Directors' business and personal interests must not be in conflict with their duties, or appear to be in conflict. A conflict of interest occurs when a Director, or someone related to the Director, receives a personal benefit.
The Board endeavors to make decisions by consensus. When dissension arises, it is the role of the Director chairing the meeting to set a time limit for the discussion, and call for a formal "round" at the conclusion of the discussion. If consensus has still not been reached, the Director chairing the meeting will determine whether the decision has to be made immediately, or whether it can wait until there has been time for an ad-hoc committee to investigate the issue(s) and make a recommendation to the Board. If the decision has to be made immediately, the Director chairing the meeting will call for a vote. The CEO will have a voice in the vote, but cannot cast the deciding vote. A simple majority decides the vote. If the chair determines there is time to strike an ad-hoc committee, membership, mandate and timeline will be decided upon immediately by the Board.
A quorum is the greater of three Directors, or sixty per cent of the Directors present at the meeting.
The Board of Directors will set, at its September meeting, a date for the annual retreat. Whenever budget allows, the retreat will be facilitated. The purpose of the annual retreat is to set objectives for the Board and Society for the coming year.
If differences arise between Directors or Directors and staff, both parties are expected to take personal responsibility to resolve the conflict between themselves according to the Society's standards of conduct. If this is not possible, or is unsuccessful, either party may ask for an intervenor/facilitator to assist in resolving the conflict. This person may be a skilled Director, or the Board may elect to hire an outside facilitator. The decision to hire an outside facilitator must be made by the Board at a regular Board meeting.
Standards of Conduct:
Directors are expected to engage in communication based on honesty, respect and feedback, and to take personal responsibility for their contribution to the Board and the Society.
Evaluation of the Organization:
A review of the organization's goals, structure, systems and activities is conducted by the CEO and overseen by a sub-committee of the Board on a bi-annual basis. The intention of the review is not to identify failures and assign blame, but rather to identify areas for improvement, what's working well, and new opportunities the Society wishes to explore. An ad-hoc committee is struck by the Board at its June meeting every second year. The ad-hoc committee then develops a review process and time-line, for discussion and ratification at the following September Board meeting.
Evaluation of the Board:
A review of how the Board is working is to be conducted on an annual basis, during the annual retreat. Directors will look at the Board and organizational priorities and determine whether or not they are connected and if not, why not. Directors will also look at how much time is being devoted to these priorities and assess whether or not other, less important topics are dominating Board time. The purpose of the Board evaluation is to ensure Directors' time is well spent on issues important to the organization.
An orientation meeting is held for newly elected Directors prior to the first regular meeting of the Board and following the Annual General Meeting. During the orientation new Directors will be provided with information on the herstory of the Society, its mission and programs, the goals and objectives established at the most recent Board retreat, the role and expectations of Directors and the committee structure. Directors will also have the opportunity to ask questions and seek clarification about their responsibilities, and sign up for a committee.
Media contacts are handled by the CEO or designated Director only. The Board will designate a media contact at the first regular Board meeting following the Annual General Meeting. If a Board member is contacted by the media and the subject has not already been discussed and a decision taken by the Board, she must advise the media representative she will call her/him back and contact the CEO or her designate to obtain all the relevant information.