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Your Program Expectations?

Attend a comprehensive seminar on board governance by COGA in Kelowna. Presented by John F. Noonan, covering legal responsibilities, fiduciary duties, and risk management. Learn to enhance your board's effectiveness and mitigate liabilities.

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Your Program Expectations?

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  1. A Seminar in Board GovernanceA Presentation on behalf of the: Centre for Agricultural Governance in Agriculture (COGA)Kelowna, BCNovember 24, 2016Presented byJohn F. Noonan ProfessionalRegistered Parliamentarian

  2. Your Program Expectations? • 1. • 2. • 3.

  3. CAUTION!!!!! • Information presented is General • Program mostly about Prevention • Not intended to Provide or Replace“Legal Advice” • Law is always changing

  4. Ranking of Rules • Law of the Land • Constitution • Bylaws • Special Rules • Robert’s (RONR)

  5. Membership • Committees • Standing • Special (Ad Hoc) Board of Directors Executive Director Staff The Delicate Balance

  6. Definition of a Board • A Board is an organized group of people with the authority collectively to control and foster an institution that is usually administered by a qualified executive and staff.Cyril O. Houle

  7. Board of Directors • The legal entity responsible as a groupfor the proper conduct of the Association’s affairs. • BUCK STOPS !

  8. Purpose of a Board Represent and Balance Interests of: • Those not at board table • Members • Stakeholders • Exists only when meeting

  9. Name Object/purpose Membership Officers Meetings Board of Directors Committees Parliamentary Authority Amendments Proxies Indemnification Conflict of Interest BYLAWS

  10. Board Members Responsibilities • Attendance • Mission • The President & CEO • Accounting & Auditing • Program Support & Review • Additional Considerations

  11. FIDUCIARY • From the Latin fiduciameaning “trust”…. • A fiduciary is a person (or entity) that has the power and obligation to act for another under circumstances that require • Total trust • Good faith • Honesty

  12. Duties of Boards & Directors • Operate the Corporation • Perform • Diligence • Loyalty • Obedience

  13. Conflict of Interest • Avoid being in Conflict • Define • Can it be right?

  14. Reporting! • The Directors Disclosure Must: • Complete, Full& Honest • Promptly to each Director • Specific • Disclose the Benefit • Remove yourself from the decision

  15. More Director Duties • Maintain Confidentiality • Speaking with one voice

  16. Legal Responsibilities • The Corporation and its membership • The Government • Other Stakeholders

  17. Legal Liabilities • Wages • Taxes • Workers Safety • Environmental Liability • Negligence of staff • Contracts

  18. Minimize the Risk • Insurance • Cover Assets • Directors and Officers Liability

  19. Focus of the Board • Where do we want the Association to be in five years? Not on • How are we going to get this done?

  20. Your Turn ! • Questions • Comments • Input • Concerns

  21. A Great Board • Appreciates the Difference • Running an Organization • Seeing it’s run well • Management is the former • Governance is the latter

  22. Conclusion! There is no substitute for knowledgeable governance and thoughtful risk management, and the organization that manages its affairs in a conscientious and responsible manner will reduce its directors’ liability risks considerably.

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