Board of Directors

Role:

The Board of Directors is responsible for the processes and structures used to direct and manage the affairs of Sample Society as established within the Bylaws and for establishing mechanisms to achieve accountability and fiscal responsibility between stakeholders, the Board of Directors and management.

Responsibilities:

1.    Duty of Knowledge

The Board is responsible to:

1. Create, learn and review regularly Sample Society’s bylaws, mission, vision, values and strategic direction
2. Orient and train new Directors
3. Inform the Society of essential information
4. Provide new Directors with a comprehensive Board Manual
5. Represent Sample Society by connecting with community stakeholders
6. Understand and act within the prescribed legal limitations of Sample Society’s incorporating jurisdiction

 2.    Duty of Care

The Board is responsible to:

1. Act honestly, in good faith and in the best interest of Sample Society
2. Avoid any conflict of interest
3. Respect the confidentiality of the affairs of Sample Society

3.    Duty of Diligence

The Board is Responsible to:

1. Plan Board meetings to address issues of policy, planning, resource development, financial management and evaluation
2. Review the agenda and supporting material in advance of each meeting of the Directors and any committee
3. Attend meetings of the Directors and any committee
4. Discuss the meeting business in a prepared and knowledgeable manner
5. Express and receive opinions in an open and objective manner
6. Vote on matters that come before the meeting
7. Record proper minutes of meetings
8. Ensure financial statements are prepared in accordance with the Generally Accepted Accounting Principles

4.    Duty of Management

The Board is responsible to:

1. Oversee the affairs of the organization and apply the bylaws
2. Plan its composition, nominating and electing members to executive positions; appointing committees and establishing terms of reference
3. Review the Board performance
4. Appoint and replace the Executive Director
5. Establish the roles and responsibilities of the Executive Director
6. Establish clear communication links between the Board and Executive Director and speak with one voice on all Board matters
7. Monitor and evaluate the performance of the Executive Director and to determine compensation
8. Establish policies and provide guidance on interpretation and application
9. Comply with legal requirements
10. Approve strategic, business and operational plans (annual budget) and monitor progress in their realization
11. Serve as a resource in meeting sample society’s funding goals

5.    Fiduciary Duty

The Board is responsible to:

1. Avoid acting in any way that personal and/or financial interest conflict with the interest of Sample Society
2. Ensure Sample Society’s financial health, including setting limits, where necessary
3. Secure adequate physical and legal protection

6.    Investment Powers

The Board is responsible to:

1. Develop investment policies that include the establishment of acceptable levels of risk
2. Enlist the assistance of outside experts, where necessary
3. Review financial reports at frequent intervals

7.    Duty to Act within Scope of Authority

The Board is responsible to:

1. Avoid situations of personal liability