Transcript Role of the Board of Directors

Role of the Board of Directors
Questions to Ask Yourself
• Am I committed to the mission of the
organization?
• Can I contribute the necessary time to be
effective?
• Am I comfortable with the approach to
fundraising?
• Can I place the organization’s purposed and
interests above my own professional and
personal interests when making Board
decisions?
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
procedures
• Must avoid conflict of interest
Responsibility of Directors
• Must be fiscally responsible
• Must implement assessment and control
systems (i.e. for finance, strategic
planning)
• 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
branches:
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
interest?
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
value.
 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.
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
information.
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
listen.
They are the official spokesperson for the
chapter, unless they choose to designate
someone else.
President
• 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
Committee.
• 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
President
• 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
Directors.
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
President.
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
President.
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
meetings.
• Be fiscally responsible.
Bylaws
• You have two sets of bylaws. One is
provincial, the other are the MPI minimum
bylaws.
• In areas of conflict, your provincial ones
take precedence.
• These are the rules by which you operate,
your “constitution”
Bylaws
• Bylaws govern:
– What you are called (i.e. MPI Orange County
Chapter)
– Where you operate (state/province/country)
– What your objectives are
– Who can be a member and member
responsibilities
Bylaws
• Bylaws also govern:
– Meetings
– Voting
• Quorum
• Procedure
– Elections
– Your governance structure
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Board of Directors
Executive
Term of office
Removal of Board members
Bylaws
– Specific Committees
• Nominations
• Finance
– Financial Operations
– Dissolution of the organization