Created: November 24, 2018
Last updated: February 1, 2022
The purpose of this terms of reference (TOR) policy is to enhance the effectiveness of the Pacific Training Centre for the Blind Division (herein referred to as “the Division”) of the Canadian Organization of the Blind and DeafBlind (COBD) by providing a clear description of the roles of the Division, Division Board of Directors, Division Board Chair and Division Executive Director.
- POLICY STATEMENT
Documenting Governance Roles
The increasing attention being paid to corporate governance from a variety of individuals and organizations – ranging from governments to potential donors – points to the need for clarity in describing the roles of the various key actors making up the Division governance system. In particular, governance practices should be documented and, where appropriate, communicated throughout the stakeholder community to ensure a common understanding of the roles and policies to manage the affairs of the Division.
- Role of the Division
3.1 The Division is responsible for the following:
3.1.1 Approval of annual financial ledger
3.1.2 Election of the Division Board of Directors
3.1.3 Amendments to the Division’s by-laws
3.1.4 Ensuring a copy of the Division’s financial ledger, strategic plan, Division Board work plan, and all other documents required by the COBD National Board are submitted as requested by the COBD National Board.
- Role of the Division Board
Consistent with the organization’s by-laws and policies and the Division’s by-laws and policies, the role of the Division’s Board will include the following:
4.1 Division Board Governance System
4.1.1 Have in place an effective plan to ensure the placement and development of Directors in a timely fashion and the appropriate succession to positions of responsibility on the Division Board.
4.1.2 Develop and maintain an appropriate orientation process for new members of the Division Board, including ensuring there is a clear understanding of the respective functions of the Division Board, the Division’s management team, and the Division’s relationship to the rest of the organization.
4.1.3 Maintain an appropriate mechanism for annual Division Board evaluation. As part of this annual review of Division Board performance, the Division Board will discuss potential developmental opportunities for Division Board members.
4.1.4 Develop an annual work plan and calendar for the Division Board based on Board responsibilities outlined in the Division’s Strategic Plan and in governing documents.
4.1.5 Ensure that there is an appropriate range of governance, administrative and program policies in place and that these policies are periodically reviewed for ongoing relevance, completeness and compliance with legislative requirements and the Division’s and organization’s by-laws.
4.1.6 Ensure compliance with the Canada Not For Profit Corporations Act, British Columbia Societies Act, Canadian Income Tax Act for registered charities, and COBD’s bylaws.
4.1.7 Ensure the by-laws of the Division are updated as may be necessary and appropriate.
4.1.8 Ensure that Division Officer appointments are reviewed and made in accordance with the Division’s and organization’s by-laws.
4.1.9 Approve the establishment of any standing or temporary committees of the Division Board and ensure that these committees have clear terms of reference and accountability procedures.
4.2 Relationship with the Division’s Executive Director
4.2.1 Ensure the performance of the Division’s Executive Director is evaluated on a regular basis (at least annually) by the Division Board and ensure that the results are documented and that a copy of such documentation is submitted to the COBD National Board of Directors.
4.2.2 Ensure there is effective ongoing communication between the Division’s Executive Director and the Division Board.
4.3 Planning Function
4.3.1 Ensure there is a periodic review of the Division’s Mission and Vision , including ensuring that the Division’s Mission and Vision remain in line with the organization’s Mission and Vision.
4.3.2 Provide direction and input into and approve the Division’s Strategic Plan. Ensure that effective documentation emanating from the periodic review of the Division’s Strategic Plan has been prepared and maintained, that progress towards attainment of the Division’s Strategic Plan is being tracked and monitored, and that decisions at the Division’s Board are being taken as a result of, and in light of, the Division’s strategic plan.
4.3.3 Approve the Division’s annual budget and operational (work) plan.
4.4 Financial Stewardship
4.4.1 Have appropriate financial policies, procedures and controls in place to ensure both the short and long term viability of the Division as well as ensuring that all information necessary for the meeting of any regulatory obligations of the National Board (i.e. such as remittances of requisite payments to the Receiver General for Canada, the Charity Return etc.) that are in the Division’s stewardship are forwarded to the National Board
4.5 HR Stewardship
4.5.1 Ensure that effective human resource policies and procedures are in place and are being followed.
4.5.2 Ensure that there are appropriate policies in place to guide the recruitment, orientation and activities of Division volunteers.
4.6 Program Development & Monitoring
4.6.1 Approve any new program initiatives exceeding $5,000 in annual expenditures that are not explicitly referenced in the Division’s strategic or operational (work) plans.
4.6.2 Ensure there is a process to monitor, evaluate and modify, as may be deemed necessary, the Division’s programs and activities and that the Division Board receives adequate information to monitor program performance.
4.6.3 Approve any decision to cease delivery of or significantly alter any major Division program or service.
4.7 External Relations
4.7.1 Ensure that there are adequate policies and procedures in place to govern the relationship with donors and the fund-raising activities of the Division.
4.7.2 Ensure all Division fundraising activities are conducted with integrity and ensure accountability to funders and other stakeholders
4.8 Risk Identification & Mitigation
4.8.1 Ensure that a regular risk assessment process is put into place that includes the identification of strategies to mitigate certain risks.
4.8.2 Ensure that all legislative requirements, including those related to health and safety standards are being met.
4.8.3 Ensure there is adequate insurance coverage in place for all appropriate risks that the organization, its officers, employees and volunteers may experience (including in the case of the Directors requisite “errors and omissions” coverage).
4.9 Delegation of Roles
4.9.1 The Division Board may delegate any of these roles to a Division Board Committee, the Chair of the Division Board, to other Division Board members or in some instances to the Executive Director.
4.10 Division Board Nomination Process
4.10.1 The Division Governance Committee will, as director vacancies occur or are anticipated, review the needs of the Division Board for specific expertise, resources, skills or diversity necessary to bring strength, balance, credibility, and perceived legitimacy to the Division Board. The Division Governance Committee shall distribute, for approval by the Division Board, a list of the skills and competencies that they believe will add value to the Division Board.
4.10.2 Potential Division Board or Division Board Committee members may be presented by any member of the Division Board or the Division Executive Director.
4.10.3 When there are Division Board vacancies, the Division Board of Directors will consider nominations at any point during the year.
4.10.4 New Division Board members and members renewing terms must be elected or re-elected at the Division’s Annual Convention of Members as per the bylaws. All new Division Board members must be approved by a majority of the Voting Members.
4.10.5 New Division Board members shall receive an orientation to their position within a reasonable period of becoming a member of the Division Board.
5 Role of the Chair
The primary role of the Chair is to facilitate the integrity of the Division Board’s review and decision-making processes. The Division Board Chair is the only Division Board member authorized to speak for the Division Board as a group, whether to the Executive Director or externally. The Division Board Chair has no authority to make decisions on behalf of the Division Board unless so authorized by the Division Board or Division Board-approved policies. Specific responsibilities of the Chair include the following:
5.1 Facilitate the development of a Division Board work plan, complementary to the strategic priorities and operational (work) plan of the Division and the Division Board role as outlined in all applicable Bylaws and policies
5.2 In collaboration with the Division Executive Director, ensure that the Division Board is properly informed about the operations of the Division and has the information, opportunity and resources necessary to come to decisions on matters within its purview and that decision making is transparent
5.3 Work with the Division Board to set up appropriate Division board processes and committees including time limited committees for certain purposes.
5.4 Ensure that the Division Board’s work and influence are fairly distributed among Division Board members
5.5 Ensure that the Division Board’s behaviour is consistent with its own policies and both the Division’s and organization’s by-laws
5.6 Ensure that conflict of interest issues are addressed and resolved quickly
5.7 Participate in Division Board Committee meetings when appropriate as an ex officio member
5.8 Set agendas for Division board meetings in collaboration with the Division Executive Director and other Division Board members, reflecting the Board’s work plan and calendar
5.9 Ensure that Division Board meetings are focused on matters of Division Board responsibility in accordance with the Division Board work plan
5.10 Encourage the Division Board to act as one, dealing with COBD’s National Board, the division, or dissatisfaction as appropriate. Offer conciliation and mediation for disputes among Division board members
5.11 Chair Division Board meetings and the Annual Convention of Members (ACM)
5.12 Interpret Division Board perspectives to the Division Executive Director
5.13 Build a strong, effective working relationship with the Division Executive Director
5.14 Facilitate Division Board input into the Division Executive Director’s annual objectives and annual performance review. The Division Board Chair, with at least one other Division Board member, holds an annual performance review and objective-setting discussion with the Division Executive Director.
5.15 Facilitate Division Board involvement in the succession planning process for the Division Executive Director and chair the process to recruit and select the Division Executive Director
5.16 Approve expenses incurred by the Division Executive Director
5.17 Ensure that the Division Board provides leadership to the Divisions strategic planning process, working in collaboration with the Division Executive Director.
5.18 Represent the Division in partnership initiatives or public engagement on occasion
5.19 The Division Board chair may delegate any of these roles to a Division Board Committee, to other Division Board members or in some instances to the Division Executive Director.
- ROLES & RESPONSIBILITIES OF Division BOARD MEMBERS
6.1 Each individual member of the Division Board as well as the Division Board collectively has the responsibility to ensure that this policy is respected and implemented.
6.2 The Division Executive Director will have responsibility for supporting the Division Board and the Division Board Chair in executing their individual and collective responsibilities.
- REVIEW & EVALUATION OF THIS POLICY
7.1 The Division Board will review this policy every 5 years and decide whether changes are necessary. A record of the review will be recorded in writing and attached to the policy.
- DATE OF ENACTMENT AND SIGNATURES
This policy was adopted by the Board of Directors of the Pacific Training Centre for the Blind division at a duly constituted meeting held on…
Division Board Chair: Date:
Division Executive Director: Date: