Board Roles & Responsibilities

1. Board Roles & Responsibilities Volunteer Benevoles Yukon Board Governance Workshop Volunteer Trainer: Sue Meikle November 21, 2018

2. Goals for this Workshop • To gain an understanding of your roles & responsibilities as a Board Member, and your relationship with staff. • To leave this workshop with various tools to help your Board fulfill your roles & responsibilities in your organization.

3. WHICH HOUSE (Organization) ARE YOU NOW? The house in which you are constantly putting out fires? The house that looks “sweet” on the outside but is salty on the inside? The house too scary to want to deal with the inside?

4. The house in which you feel you are constantly treading water or sinking? The house on such shaky ground that any disturbance renders it unstable? The house in which you didn’t plan for potential rainy days ahead?

5. Or….. The house resting on a solid foundation, leaving you ready to pass the keys on, at any time with confidence and pride?

6. What is Governance? Latin: “to steer, guide or direct” “The way in which power is assumed, conveyed and exercised within an organization.”

7. What Gives Your Boardthe Authority to Govern? Your “authority to govern” rests in: Acts/Regulations: • Yukon Societies Act/Regulations • Yukon Recreation Act/Regulations • Yukon Registered Nurses Act/Regulation • Others Constitution & Bylaws: Constitution: Where and What (mandate) Bylaws: How

8. The Role of the Board A Board of Directors acts on behalf of its membership and is accountable for the effective functioning of the organization as it relates to its Mandate (Acts). The Board is where ALL authority resides until some is delegated to staff through policies/guidelines of the Board.

9. The Board’s Obligations • Fiduciary Responsibility • Stewardship • Honesty and Good Faith • Care, Diligence & Skill • Fairness • Conflict of Interest

10. What is Fiduciary Duty?A fiduciary duty is an obligation to act in the best interest of another party. For instance, a board member has a fiduciary duty to the membership.

11. To Whom are you Accountable? • YG Corporate Affairs (Societies Act) • Membership • Public (under Societies Act/RN Act) • Canada Revenue Agency • WCB • Funders • Sponsors • Clients • Each other!

12. 10 Basic Responsibilities • Determine Mission & Purpose • Determine Governance Structure • Select the Executive Director • Support the Staff and review performance • Ensure effective organizational planning • Ensure adequate resources • Manage resources effectively • Enhance public image • Provide clear policies • Regularly assess its own performance

13. What Doesn’t Work = Stressors on Boards • Outward and direct criticism vs. constructive help • Withholding information from each other • Interrupting others who are speaking in meetings • Having personal agendas beyond the vision & goals of the organization • Conflict of Interest not understood by a member • Being resistant to change (“We always did it this way….”) • Making assumptions before getting the facts • There is no trust = suspicion

14. What the Board needs from Staff: • Meet the strategic goals of the Board using the resources allocated by the Board • Professionally manage the day-to-day operations and resources of the operation • Follow the policies established by the Board • Provide professional and objective information, evaluations and recommendations to the Board • Provide regular progress reports to the Board • Inform the Board of any emerging issues asap • Support the Board in its strategic initiatives • Present a professional and positive image of the Organization

15. What Staff needs from the Board: • Establish clear and effective policies that govern the Organization’s activities and provide realistic expectations to the staff • Refrain from “micro-managing” • Work as a Team, together with Staff • Not bypass the E.D. to provide direction to his/her staff • Keep the Staff informed of the Board’s thinking • Hold the Staff accountable under a clearly written set of expectations (ie. Job Des./Strat Plan/Work Plan) • Provide support to staff as may be required to meet the Board’s goals and objectives • Provide a regular evaluation of Staff performance

16. Tools: • Annual Board Orientation (Board Manual, Organization-at-a-Glance) • Expectations of Directors document • Conflict of Interest document • Board Member Self Assessment • Not for Profit – Governance Matrix Tool • Not for Profit Organization Assessment Tool • Code of Conduct/Confidentiality document THANK YOU!