Role of Committees

The Board of Directors ("Board") operates as a Governance Board. The Board establishes committees to carry out specific tasks for the Foundation. The committees include:

• Governance Committee
• Investment Committee
• Finance or Audit Committee 

Most of the committees have an advisory and policy development role.

The following guidelines are to be followed to ensure effective and efficient committees.

• All committees are advisory committees to the Board.
• The Standing Advisory Committees of the Board include: Governance, Investment, Finance or Audit

The Board may set up task forces or an ad-hoc committee. These task forces are focused on specific issues that require discussion and that ultimately will lead to recommendations for action to the Board at its regular meetings.

Committees under the direction of the Executive Director/CEO include: Fund Development, Granting, Vital Signs.

The Executive Director/CEO may also set up task forces, committees or advisory groups that do not report directly to the Board, but rather provide either ongoing or specific advice or support to the operations of the Foundation through the Executive Director/CEO and designated staff. The Executive Director/CEO will report on the usage and input of these task forces to the Board at its regular meetings.

The Board shall approve all committee memberships.

 Committee members may be drawn from the Board and from those members of the general public with the skills necessary to perform the functions of the committee.

 Committee members are appointed for a three-year term or such term as the Board determines.

 Membership can be renewed for additional three-year terms, in consultation with the Board Chair and the Executive Director/CEO, and may be extended based on recommendation of the Committee Chair and Executive Director/CEO.

 Committees shall self-evaluate their effectiveness, review committee terms of reference, and recommend changes to the Board for approval on an annual basis.

Committee chairs shall receive orientation from the Board chair and/or Executive Director/CEO.

Reports and minutes of meetings shall be presented to the Board in the consent agenda package following each committee meeting.

Canadian Law and Regulatory Compliance

Each committee acts under written terms of reference approved by the Board. A committee may exercise only the authority lawfully delegated to it and may not exercise a power reserved by statute, the articles or bylaws to the Board or members. Delegation does not relieve directors of their duties of oversight, care, diligence, loyalty and compliance.

Committee members will disclose conflicts, protect confidential and personal information, keep sufficient records of recommendations and decisions, and report to the Board at the frequency specified in their terms of reference.

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 three years.

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