Terms of Reference for the National Board of Directors

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 Canadian Organization of the Blind and Deafblind (herein referred to as “COBD”) by providing a clear description of the roles of the Corporation, Board of Directors, Board Chair and Executive Directors Committee.


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 COBD 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 corporation.

  1. Role of the COBD

3.1 The COBD is responsible for the following:
• Approval of annual financial statements
• Election of the National Board of Directors
• Amendments to the COBD by-laws

  1. Role of the National Board

Consistent with the organization’s by-laws and policies, the role of the COBD National Board will include the following:

4.1 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 Board.
4.1.2 Develop and maintain an appropriate orientation process for new members of the National Board, including ensuring there is a clear understanding of the respective functions of the National Board and the organization’s management team.
4.1.3 Maintain an appropriate mechanism for annual National board evaluation. As part of this annual review of National board performance, the National Board will discuss potential developmental opportunities for National Board members.
4.1.4 Develop an annual work plan and calendar for the National Board based on National Board responsibilities outlined in the 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 organization’s by-laws.
4.1.6 Ensure compliance with the Canada Not For Profit Corporations Act (and its provincial equivilants where applicable) and Canadian Income Tax Act for registered charities.
4.1.7 Ensure the by-laws of the organization are updated as may be necessary and appropriate.
4.1.8 Ensure that Officer appointments are reviewed and made in accordance with the by-laws.
4.1.9 Approve the establishment of any standing or temporary committees of the National Board and ensure that these committees have clear terms of reference and accountability procedures.
4.1.10 Ensure all Organizational Unit Boards are carying out their roles effectively and in compliance with the organizaiton’s bylaws.
4.1.11 Grant and Revoc the status of Organizaitonal Units as appropriate.

4.2 Relationship with EDC

4.2.1 Ensure the performance of each of the Executive Directors is evaluated on a regular basis (at least annually) by their respective Division or Affiliate Board and ensure that the results are documented.
4.2.2 Ensure there is effective ongoing communication between the Executive Directors sitting on the Executive Directors Committee and the National Board.

4.3 Planning Function

4.3.1 Ensure there is a periodic review of COBD’s Vision, Mission and Values, including input from all levels of the organization.
4.3.2 Provide direction and input into and approve the COBD’s Strategic Plan, which is a document made up of all of the strategic plans generated by all of the Organizational Units. Ensure that effective documentation emanating from the periodic review of the Organizational Unit’s Strategic Plans has been prepared and maintained, that progress towards attainment of the Strategic Plans are being tracked and monitored, and that decisions at the National Board are being taken as a result of, and in light of, the strategic plans.
4.3.3 Approve COBD’s annual budget and operational (work) plan, which is comprised of all of the anual budgets from Organizational Units.

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 organization as well as 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.)

4.5 HR Stewardship

4.5.1 Ensure that each Organizational Unit Board is ensuring that their Organizational Unit has effective human resource policies and procedures are in place and are being followed.
4.5.2 Ensure that each Organizational Unit Board has appropriate policies in place to guide the recruitment, orientation and activities of volunteers.

4.6 Program Development & Monitoring

4.6.1 Approve any new program initiatives exceeding $50,000 in annual expenditures that are not explicitly referenced in the strategic or operational (work) plans for the Organizational Unit seeking the expenditure.
4.6.2 Ensure that each Organizational Unit Board has processes to monitor, evaluate and modify, as may be deemed necessary, their respective programs and activities and that the National Board receives adequate information to monitor program performance.
4.6.3 Approve any decision to cease delivery of or significantly alter any major program outside the jurisdiction of a COBD Organizational Unit.

4.7 External Relations

4.7.1 Ensure that each Organizational Unit Board has adequate policies and procedures in place to govern the relationship with donors and the fund-raising activities of their respective Organizational Unit.
4.7.2 Ensure all 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, Organizational Units, employees, contractors, 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 National Board may delegate any of these roles to a National Board Committee, the Chair of the National Board, to other National Board members, as appropriate to the Oards of Organizational Unit, or in some instances to any of the Executive Directors sitting on the Executive Directors Committee.

4.10 National Board Nomination Process

4.10.1The National Governance Committee will, as director vacancies occur or are anticipated, review the needs of the National Board for specific expertise, resources, skills or diversity necessary to bring strength, balance, credibility, and perceived legitimacy to the National Board. The National Governance Committee shall distribute, for approval by the National Board, a list of the skills and competencies that they believe will add value to the National Board.
4.10.2 Potential National Board or National Board Committee members may be presented by any member of the National Board or the Executive Directors Committee.
4.10.3 When there are National Board vacancies, the National Board of Directors will consider nominations at any point during the year.
4.10.4 New National Board members and members renewing terms must be elected or re-elected at COBD’s Annual Meeting of Members as per the bylaws. All new National Board members must be approved by a majority of the Voting Members.
4.10.5 New National Board members shall receive an orientation to their position within a reasonable period of becoming a member of the National Board.

5 Role of the Chair

The primary role of the Chair is to facilitate the integrity of the National Board’s review and decision-making processes. The National Board Chair is the only National Board member authorized to speak for the National Board as a group, whether to the Executive Directors Committee or externally. The National Board Chair has no authority to make decisions on behalf of the National Board unless so authorized by the National Board or National Board-approved policies. Specific responsibilities of the Chair include the following:
5.1 Facilitate the development of a National Board work plan, complementary to the strategic priorities and operational (work) plan of the organization and the National Board role as outlined in the Bylaws and policies
5.2 In collaboration with the Executive Directors Committee, ensure that the National Board is properly informed about the operations of the COBD 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 National Board to set up appropriate National board processes and committees including time limited committees for certain purposes.
5.4 Ensure that the National Board’s work and influence are fairly distributed among National Board members
5.5 Ensure that the National Board’s behaviour is consistent with its own policies and the organization’s bylaws
5.6 Ensure that conflict of interest issues are addressed and resolved quickly
5.7 Participate in National Board Committee meetings when appropriate as an ex officio member
5.8 Set agendas for National board meetings in collaboration with the Executive Directors Committee and other National Board members, reflecting the National Board’s work plan and calendar
5.9 Ensure that National Board meetings are focused on matters of National Board responsibility in accordance with the National Board work plan
5.10 Encourage the National Board to act as one, dealing with COBD or dissatisfaction as appropriate. Offer conciliation and mediation for disputes among National board members
5.11 Chair National Board meetings and the Annual Meeting of Members (AMOM)
5.12 Interpret National Board perspectives to the Executive Directors Committee
5.13 Build a strong, effective working relationship with the Executive Directors Committee
5.14 Approve expenses incurred by the Executive Directors Committee
5.15 Ensure that the National Board provides leadership to the Organizational Units’ strategic planning process, working in collaboration with the Organizational Units.
5.16 Represent the organization in partnership initiatives or public engagement on occasion
5.17 The National Board chair may delegate any of these roles to a National Board Committee, to other Board members or in some instances to the Executive Directors Committee.


6.1 Each individual member of the National Board as well as the National Board collectively has the responsibility to ensure that this policy is respected and implemented.
6.2 The Executive Directors Committee will have responsibility for supporting the National Board and the National Board Chair in executing their individual and collective responsibilities.


7.1 The National Board will review this policy within 5 years of its adoption and decide whether further evaluative work is necessary. A record of the review will be recorded in writing and attached to the policy.


This policy was adopted by the National Board of Directors of the Canadian Organization of the Blind and DeafBlind (COBD) at a duly constituted meeting held on…

Chair: Date:

Executive Directors Committee Representative: Date: