Board of Directors Mandate

 

Purpose

  • The purpose of the Board is to set the overall direction of the Association through setting goals, determining policies, securing resources and monitoring the organizations’ performance.

Duties (as set out in the By-laws)

  • The Board shall be responsible for initiating and developing programs and activities to carry out the purposes of the Association and to supervise and direct the Executive* and the administrative activities of the Association.

Term

  • The term of Office shall be one year or until their successors are elected or appointed.

Meeting Attendance

  • Attendance at all Board meetings, either in person or by phone, potentially up to 12 meetings a year.  One of these meetings may be an all day (or weekend) planning meeting.

Accountability

  • The Board is accountable to the Membership.  Directors are answerable the President.

Responsibilities and Powers Of the Board of Directors

  1. Set operating goals that reflects the current and future needs of the Association, and its Members and in keeping with the purpose of the Association.  Monitor performance reflective of established goals.
  2. Establish the policies for administering the programs and services, which are in harmony with the purpose of the Association.
  3. Employ, supervise and evaluate the performance of the Executive Director through the President.
  4. Ensure that the financial affairs of the Association are conducted on a responsible basis in accordance with established policies.
  5. Ensure that the property of the agency is maintained in a reasonable state of repair, and properly insured.
  6. Support fund-raising efforts as approved by the Board in order to secure funds required for the Association.

Specific Duties of A Member of the Board Of Directors

  1. Attend board meetings
      1. Attend regularly and on time
      2. Become well informed (in advance) on all agenda items
      3. Contribute knowledge and express points of view based on experience
      4. Consider other points of view, make constructive suggestions, and help the Board make group decisions reflecting the thinking of the total group
      5. Attendance at meetings of Committees to which appointed
  2. Assume Board leadership responsibilities as requested and as possible (such as committee chairperson, elected officer etc.)
  3. Represent the Association at Club and Class Association events and with private individuals. Speak proudly and positively.
  4. Volunteer for specific tasks and responsibilities that may be of a program or hands-on nature.
  5. Be informed about the Association’s programs, policies and services.
  6. Be informed about the needs of our constituency.
  7. Become a financial supporter of the association at an appropriate level.

******* The Executive consists of the President, Vice-President(s), Treasurer and Secretary of the Association.

Officers (From By-laws, article 7.1)

  • The Officers of the Association shall consist of the President, one or more Vice-Presidents, an Executive Director, a Treasurer, a Secretary and such other Officers as may be appointed pursuant to Article 7.9.

President (By-law 7.4)

  • The President shall, subject to the authority of the Board and the Members, have the general management and direction of the business and affairs of the Association.  The President shall preside at all meetings of the Executive, the Board, and Meetings of Members and shall be ex-officio member of all committees.

Vice-President(s) (Bylaw 7.5)

  • The Vice-President(s) shall be vested with all the powers and shall perform the duties of the President in the absence or disability of the President, or such other duties and responsibilities as may be assigned to the Vice-President(s) by the Executive.

(Practical Application)  From time-to-time some Vice-Presidents choose to be very involved as with the Athlete Development Committee.  A VP interested in training may take on a special event such as the Annual Volunteer Training Workshop, while another may stay involved ‘hands-on’ in race management.

Secretary (By-law 7.6)

  • The Secretary shall attend at and be the secretary of all Meetings of Members, The Board and the Executive, and shall enter or cause to be entered in the books kept for that purpose minutes of all proceedings thereat.  He/she shall give or cause to be given, as and when instructed all notices to Members, directors and Officers.  He/she shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Association and of all books, papers, records, documents and other instruments belonging to the Association, except when some other officer or agent has been appointed for that purpose.

(Practical Application)  Generally staff takes and prepares minutes of all meetings.  The Secretary often proofs minutes before distribution if the discussion or motion was complicated.  The Secretary does sign or approve the notice of the Annual General Meeting.  The Executive Director has been assigned the custody of the seal of the corporation.  The Secretary fulfils a role similar to Vice-Presidents, providing advice and counsel as set out in duties of the Directors.  He or she may take on a project suitable to his/her skills and interests.

Treasurer (By-law 7.7)

  • The Treasurer shall keep full and accurate books of account in which shall be recorded all receipts and disbursements of the Association and, under the direction of the Board, shall control the deposit of money, the safekeeping of securities and the disbursement of funds of the Association. He shall render to the Members and the Board whenever required an account of all his transactions as Treasurer and of the financial position of the Association.

(Practical Application)  The Treasurer & Finance & Budget Committee acts as a financial counsel to and with the Executive Director.

Executive Director
Treasurer & Finance Committee
Budget Prepares Reviews for presentation to Board
Monthly Statements Checks & prepares summary for Board
Approves format for summary.
Receives and reviews full monthly statements (along with President).
Queries account information.
Presents summary to Board & Executive.
Cash flow Monitors Monitors & helps forecast.
Audit & Year End Causes statements to be prepared. Meets with ED & Auditors to receive & review the statements.
Cheque signing Up to $5,000 One of the Officers authorized to co-sign expenses above $5,000.
We have been able to function at a distance maximizing technology, other than meeting with the Auditors. Time estimates, 1 hour/month in addition to Board & Executive Meetings.  May choose or be chosen to meet with representatives of MTR.
 
The Executive
(Practical application) The Executive meets at the call of the President.  Usually 3 – 4 times per year in between Board meetings to deal with matters at hand; 2 – 3 of these may be in person.  Conference call may be held 1 – 3 times per year where timing and agenda are appropriate.  The Executive fulfils a vital role to the President and Executive Director in providing general counsel, either by phone, fax or by e-mail.
 

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