3.1 Responsibilities Part 1
Please watch our Introduction Video below:
There are 8 key behaviours that are expected of from Directors:
- Act on behalf of ownership
- Know your role and be familiar with Bylaws, Policies, and the Organization’s Mission
- Set targets
- Manage risk
- Delegate work through the President
- Monitor organizational performance
- Practice self-governance discipline
- Report back to ownership
These behaviours can be understood using the Board R.O.L.E.S. Governance System:
1. Represent the Ownership
| Examples of Representing Owners |
Examples of Representing Customers |
- CSI should provide non-academic student life opportunities
|
- CSI should host an Alessia Cara Concert
|
- CSI should offer support services
|
- CSI should issue a grocery gift card to every student
|
- CSI should improve transit services and offerings
|
- CSI should run a shuttle between Brantford and Doon
|
2. Lead the Organization
3. Delegate and Evaluate
Three methods available for monitoring:
| Internal Report |
External Report |
Board Direct Inspection |
| The President discloses their interpretations and compliance information through compliance and incidental reports. |
An independant, third-party selected by the Board assess compliance with the President's interpretation of board policies. |
A Board member/members assess compliance with the President's interpretation of the policy criteria. |
4. Use a Sound Governance System
3.2 Responsibilities Part 2
Duty of Care, Knowledge, and Skill
These three duties are all interconnected and require a director to exercise reasonable care in a given circumstance.
A director is not expected to be an expert in every field, but in reviewing a complex topic, it would be expected that a reasonable person would attempt to acquire knowledge or skill to some degree and seek professional advice when appropriate.
Duty to Manage
The qualifiers for this duty have largely been covered by this video series already and include:
- Electing/hiring/appointing a President
- Evaluating the President’s performance
- Complying with all applicable legislation
- Acquiring and maintaining a baseline knowledge of the organization’s operations
- Treating membership equally unless the best interest of the organization requires otherwise
- Overseeing membership of the organization and apply discipline or forfeiture as necessary
Duty of Diligence
Directors must exercise diligence in their role by ensuring they are educated on the organization’s purpose and aware of its operations to effectively apply their knowledge and make decisions in the best interest of owners.
This is regularly achieved through:
- Reviewing materials applicable to Board Meetings and ask questions or seek clarification
- Attending Board meetings
- Exercising individual decision-making and vote accordingly based on information available
- Regularly reviewing and understanding the organization’s financial statements
- Reviewing, editing, and/or participating in the creation of the annual budget and strategic plan
- Hosting an Annual General Meeting
- Monitoring the organization’s performance through the President
- Protecting the organization’s integrity and reputation and act accordingly
Duty of Loyalty
Directors must act honestly and in good faith in the organization’s best interest.
A director cannot profit from their position and must avoid other conflicts of interest including improper relationships with staff, owners, and/or Directors of other companies in a contract or transaction being entered into by the corporation.
Acting in good faith also includes:
- Sharing the entire truth
- Avoiding dishonesty
- Maintaining allegiance to the organization’s mission
- Resigning if you have personal prejudices or beliefs that are against the organization’s mission and interfere with your duties
- Placing the organization’s best interest first
- Maintaining adequate records and minutes
- Accurately portraying the corporation to the public
- Respecting confidentiality when required
If you have watched the three videos above, complete and submit the Module 3 Quiz:
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