Board, Committee and Staff Relationship

PREAMBLE

The Board of Directors operates as a Policy and Governance Board. Most of the committees of the Board have an advisory and policy development role, except for the local Fund Development Committees, which are actively involved in promoting the Foundation in their local community.

The following guidelines are to be followed to ensure effective and efficient Board and committee meetings.

 PRACTICE:

1. A Board member shall chair all committees of the Board. One member of the Board shall be a member of each of the community-based Fund Development Committees.
2. Reports and minutes of meetings shall be presented to the Board following each committee meeting.
3. The Standing Advisory Committees of the Board include: Nominating, Governance, Community Leadership, Finance, Investment, and Grant Making.
4. Committee members are appointed for a three-year term. The board approves all committee memberships. Membership can be renewed for additional three-year terms, in consultation with the board chair and the Executive Director, and may be extended based on the recommendation of the Committee Chair and Executive Director.
5. Committee members may be drawn from the Board of Directors or from those members of the general public with the skills necessary to perform the functions of the committee.
6. All committees are advisory committees to the Board of Directors.
7. Each committee shall review committee terms of reference annually and recommendations for changes shall be presented to the Board for approval.
8. Each committee will be evaluated on a bi-annual basis.
9. Where geographic representation is part of the Foundation's mandate, the Board may establish representation objectives in the applicable committee terms of reference, provided those objectives are consistent with the articles, bylaws, governing statute and applicable human-rights law.
10. Each committee chair is to receive an orientation from the Board Chair and/or Executive Director/CEO as to their responsibilities with respect to the Executive Director/CEO Emergency Succession Plan.

Canadian Law and Regulatory Compliance

The Board governs and oversees; the chief executive officer manages day-to-day operations within approved plans, policies and delegated authority. No delegation removes the Board's responsibility for charitable purposes, compliance, stewardship of charitable property, financial oversight, risk and the supervision of senior management.

Directors acting in an operational or volunteer capacity remain subject to the same conflict, confidentiality and reporting requirements and must distinguish clearly between their governance and operational roles.

Application note: This template must be read with the Foundation's articles, bylaws, gift terms and the federal, provincial or territorial laws that apply to its incorporation, activities and operating jurisdictions. Organization-specific facts and provincial requirements require lawyer confirmation before adoption.

Monitoring: This policy will be reviewed every five years.

Board Acceptance: This policy was approved/reaffirmed at the ________ Board meeting.