ARTICLE 5:Board of Directors (Continued)

Section 5.20 Executive Committee.
If at any time the number of directors becomes greater than ten (10), and provided a majority of the Board of Directors deems it necessary in their sole discretion, the Board of Directors may create an Executive Committee. The Executive Committee shall consist of those Directors who are, from time to time, also Officers of the Association, and it shall also include the immediate past president of the Association. A Director shall automatically become a member of the Executive Committee when he or she becomes an Officer of the Association. The Executive Committee shall be responsible for the daily operations of the Association between the regular or special meetings of the Board of Directors and shall conduct its business from time to time by written correspondence, meetings or telephone to the extent authorized by the Bylaws of the Association and provincial law. All actions of the Executive Committee taken on behalf of the Board of Directors shall be subject to ratification by a majority vote of the Board of Directors. A Director shall automatically cease to be a member of the Executive Committee when he or she ceases to be an Officer of the Association, whether as a result of resignation, death, incapacity, removal or otherwise.

Section 5.21 Responsibilities of the Board or Directors.
1) Each Director should understand the Association's structure, goals and objectives and should be fully aware of its activities, publications and programs.
2) Each Director should treat the affairs of the Association with the same care and diligence as he/she would treat his/her own.
3) Each Director should participate closely with the President to develop and implement Officer Transition Plans.
4) Each Director should be sufficiently familiar with the statutes and regulations under which programs of the association operate and should note their applicability during meetings.
5) Each Director should be familiar with the association's budget, budget process and financial situation, and shall insist on an annual audit by an Honorary Auditor, unanimously appointed by the association members.
6) Each Director shall elect to be a member of at least two Committees and should make serious commitment to participate actively in committee work.
7) Each Director should attend regular Board & Committee meetings of which he or she is a member. Each Director should stay informed about committee matters, prepare themselves well for meetings and review and comment on minutes, reports and related documents.
8) Each Director should complete assignments thoroughly and on time.
9) Each Director should ensure that the policies and management of the affairs of the Association are determined by the Board of Directors as a whole.
10) Each Director should declare any conflict of interest before a vote is taken and should avoid the substance and appearance of a conflict of interest.
11) Each Director should get to know other committee members and build collegial working relationship that contributes to consensus.
12) Each Director should not gain financially from the Association and should not accept remuneration other than for out-of-pocket expenses.
13) When authorized to act as an official representation of the Association, each Director:
a. Should clarify the nature of the representation with the President;
b. Should not exceed the authority delegated to him or her;
c. Should understand and represent clearly the position of the Association;
d. Should accept the responsibility of reporting back to the Organization.
14) Each Director should clearly indicate when expressing a personal opinion that it is a personal opinion and not necessarily the position of the Board of Directors as a whole.
15) Each Director should endeavor to ensure that the Association has access to competent legal and investment services.
16) Each Director should respect confidentiality as determined by the Board.
17) When a Director feels that a particular policy, procedure or practice should be altered, he/she has the responsibility to have the subject reopened according to proper Rules of Order.
18) Each Director should be a Public Relation Agent for the Association by :
a. Promoting the Association's Vision, Mission Objectives & Operating Principles.
b. Preparing and providing input to annual reports of goals completed at the individual, Committee and Association levels.
19) Each Director should be an active participant in the Board's annual Evaluation & planning efforts.


Previous | Next