Topic: The Board of Directors – Descriptions
Issue Date: October 7, 2014
Effective Date: October 7, 2014
Last Edited: –
Review Year: March 2018
Policy
A. Director at Large
Requirements of Board membership include:
- Knowledge and skills in one or more areas of Board governance: policy, finance, programs, personnel, and advocacy.
- Willingness to serve on advisory and/or working committees.
- Ensuring Tarjuma’s commitment to a diverse board and staff that reflects the communities Tarjuma serves
- Attendance at quarterly Board meetings.
- Attendance at meetings of assigned committees.
- Attendance at Annual General Meetings
- Attendance at membership meetings.
- Support of special events.
- Support of, and participation in, fundraising events.
- Financial support of Tarjuma Foundation. So that Tarjuma can credibly solicit contributions from foundations, organizations, and individuals, a Director shall make an annual contribution of a “give or get” $5,000.
A Director is fully informed on organizational matters, and participates in the Board’s deliberations and decisions in matters of policy, finance, programs, personnel and advocacy.
The Director must:
- Approve, where appropriate, policy and other recommendations received from the Board, its standing committees and senior staff.
- Monitor all Board policies.
- Review the bylaws and policy manual, and recommend bylaw changes to the membership.
- Review the Board’s structure, approve changes, and prepare necessary bylaw amendments.
- Participate in the development of Tarjuma Foundation’s organizational plan and annual review.
- Approve Tarjuma Foundation’s budget.
- Approve the hiring and release of the executive director, including the executive director’s employment contract, based on the recommendation of the appointed committee.
- Assist in identifying and recruiting new Members and Directors.
- Support and participate in evaluating the executive director.
- Assist in developing and maintaining positive relations among the Board, committees, staff members, and community to enhance Tarjuma Foundation’s mission.
B. Chair
The person shall, with the exception of the first chairperson, have served at least a one year term on the board in the last four years.
In addition to duties expected of a Director-at-Large, the Chair also
- provides leadership to the Board of Directors.
- Makes sure the Board adheres to its bylaws and constitution.
- prepares the Board’s agenda with input from Board Members and the senior staff person.
- chairs meetings of the Board.
- encourages Board members to participate in meetings and activities.
- keeps the Board’s discussion on topic by summarizing issues.
- keeps the Board’s activities focused on the organization’s mission.
- evaluates the effectiveness of the Board’s decision-making process.
- makes sure that committee chairpersons are appointed.
- orients Board Members and committee chairpersons to the Board.
- serves as ex officio member of committees and attends their meetings when needed.
- makes sure there is a process to evaluate the effectiveness of Board Members, using measurable criteria.
- recognizes Board Members’ contributions to the Board’s work.
- acts as one of the signing officers for cheques and other documents, such as contracts and grant applications.
- plays a leading role in supporting fundraising activities.
- promotes the organization’s purpose in the community and to the media.
- prepares a report for the Annual General Meeting.
- orients the new Chairperson.
B. Co-Chair
In addition to duties expected of a Director-at-Large, the Co-chairperson also
- acts in the absence of the Chairperson.
- learns the duties of the Chairperson and keeps informed on key issues.
- works closely as consultant and advisor to the Chairperson.
- prepares to serve a future term as Chairperson.
- chairs at least one major committee.
- acts as a signing officer for cheques and other documents.
- orients the new Co-Chairperson.
C. Secretary
In addition to duties expected of a Director-at-Large, the Secretary also
- keeps copies of the organization’s bylaws and the Board’s policy statements.
- keeps lists of officers, Board Members, committees and General Membership.
- notifies Board Members of meetings.
- brings official minute book to meetings.
- keeps record of Board attendance.
- makes sure that there is a quorum at Board meetings.
- keeps accurate minutes of meetings.
- records all motions and decisions of meetings.
- signs Board minutes to attest to their accuracy.
- records all corrections to minutes.
- keeps copies of minutes of both Board and committee meetings.
- distributes copies of minutes to Board Members promptly after meetings.
- conducts general Board correspondence.
- keeps records of all Board correspondence.
- signs official documents of the organization as required.
- files the annual return, amendments to the bylaws and other incorporating documents with the Corporate Registry.
- ensures members are notified of General Meetings.
- in the absence of the Chairperson and Co-Chairperson, chairs Board meetings until the election of an alternate Chairperson.
- orients the new Secretary.
D. Tresurer
In addition to duties expected of a Director-at-Large, the Treasurer also
- gives regular reports to the Board on the financial state of the organization.
- keeps financial reports on file
- keeps full and accurate accounts of all organizational receipts and disbursements.
- files necessary financial reports, tax reports and audits.
- disburses all monies as directed by the Board.
- receives and banks all monies due to the organization.
- acts as signing officer, with another officer or Executive Director for cheques and other documents.
- orients the new Treasurer.