on the board – now what? director meetings … · 2018. 5. 8. · 2018‐05‐03 1 on the board...
TRANSCRIPT
2018‐05‐03
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ON THE BOARD – NOW WHAT?
DIRECTOR MEETINGS COMMITTEE MEETINGS
HOW TO STAY ON TRACK AND ON TIME
7090 Club Leadership Training May 5, 2018 Slide # 1
ON THE BOARD – NOW WHAT?
J. Cameron Nolan Rotary Club of Hamilton AM
43 years GOVERNANCE experience on 45 Boards/Committeeso Director, Rotary Club of Hamilton AMo Chair Hamilton-Wentworth Housing Authorityo Chair REALTORS® Association of Hamilton-Burlingtono Trustee, Hamilton Health Scienceso Trustee, Hamilton Entertainment & Convention Facilities o CEO Hamilton Construction Associationo Director, Eastbrow Cooperativeo Director, Hamilton – Canadian Mental Health Association
Led/Sustained Governance ChangesLed/Sustained Governance Changeso Rotary Club of Hamilton AMo Hamilton Construction Associationo Realtors® Association of Hamilton-Burlington
7090 Club Leadership Training May 5, 2018 Slide No. 2
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ON THE BOARD – NOW WHAT?
Introduction – 2 minutes Overview of Good Governance – 13 minutes
• Duties of a Director• Duties of a Director• Duties of a Board
Discussion Group on Duties – 15 minutes• Review and List Results
How to Save Yourself – 40 minutes (interactive) Wrap Up with Final Q & A – 5 minutes
7090 Club Leadership Training May 5, 2018 Slide No. 3
ON THE BOARD – NOW WHAT?
DIRECTOR DUTIES• Manage or supervise the Rotary Club activity• Exercise their powers and discharge duties
o Honestlyo In Good Faitho Best Interests of the Club
to the standard of a reasonably prudent person – the Duty of Care
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ON THE BOARD – NOW WHAT?
DIRECTOR DUTIES• Duty of Loyalty
o Subordinate private interests or preferences to those in best interest of the club
o No Conflict of Interesto Confidentiality
• Duty of Obedienceo To Law, Regulation, By-Law(s), Policy
ON THE BOARD – NOW WHAT?
SCARY PART• Directors may be liable to the club if in
breach of their duties• Directors may be liable under common law
and a other statutes
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ON THE BOARD – NOW WHAT?
SCARY PART (Cont’d)• Directors Liability in Tort
o Permitted an unsafe condition to exist in events or in meetings of the club
o Failed to monitor and safeguard club assets which results in a loss
Di t Li bilit i C t t• Directors Liability in Contracto Enter contract without property authority
ON THE BOARD – NOW WHAT?
SCARY PART (Cont’d)• Directors Liability for Fiduciary Duty
o Deal honestlyo Exercise Due Diligenceo Declare or avoid conflicts of interest
• Potential Employment Obligationso Employment Insurance, Canada Pension Plan,
Workplace Safety Insurance Board, Tax Law, etc.
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ON THE BOARD – NOW WHAT?
Directors are responsible to members/stakeholders providing monitoring and decisions as the primary accountabilities regarding the following:
• Compliance• Fiduciary stewardship• Risk/asset management• Performance
7090 Club Leadership Training May 5, 2018 Slide No. 9
Performance• Strategic leadership
ON THE BOARD – NOW WHAT?
Discussion about Duties Break into small groups and answer:
• What are the rules of Engagement?• What is your organizational Laws/Reg?• Who do you Serve?
A Di t H t S Y lf• A new Director – How to Save Yourselfo About “What” do you want to know?
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ON THE BOARD – NOW WHAT?
Rules of Engagement?• Duty• Organizational Law• Organizational Policy• Organizational Procedure
ON THE BOARD – NOW WHAT?
Corporate Governance Hierarchy = LawStatute Corporations Act• Statute – Corporations Act
o Ontario Corporations Act Forms - Ontario Regulation 244/05 R.R.O. 1990, Reg. 181: GENERAL
o New York State - Not-For-Profit Corporation: Outline and Explanation
• Articles of IncorporationB L ( )• By-Law(s)
• Rotary Requirements• Rules of Order (if named)
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ON THE BOARD – NOW WHAT?
Who do you Serve?• The Organization• Not your nominating group• Not your perspective• Not your preference or belief
Not your un researched opinion• Not your un-researched opinion• Not what another person (director) tells you
ON THE BOARD – NOW WHAT?
Now What – how to save yourself!• Getting up to Speed• Rules of Order• Understanding Finance• Minutes
Volunteer Motivation vs Outcomes• Volunteer Motivation vs. Outcomes• Skills and how to find them
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ON THE BOARD – NOW WHAT?
Now What – how to save yourself!• Policy vs By-Law• Strategic Planning• Conflict of Interest• Self Assessment (Skills and Performance)
Governance & Operations• Governance & Operations
ON THE BOARD – NOW WHAT?
Getting up to Speed• Review Articles and By-Law(s)• Corporations Act• Organizational Policy and Procedures• At least one, prefer two years of minutes
o Directors Meetingso Directors Meetingso AGM and/or Member Meetings
• Organizational Chart
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ON THE BOARD – NOW WHAT?
Rules of Order• Read and learn• Use “motions” cheat sheet at meetings• Understand first the purpose and intent• Encourage that there be a Director with
appropriate parliamentary procedureappropriate parliamentary procedure experience to be on or advising the board
ON THE BOARD – NOW WHAT?
Understanding Finance• Do not pretend what you do not know• Learn the key elements of a balance sheet• Review the Budget and details• Ensure the Board has a skilled financial
advisoradvisor
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ON THE BOARD – NOW WHAT?
Minutes• Date, Start & End Time and Place of Meeting• Attendance
o Members present – point entering or leavingo Regrets/not presento Guests
• Motions Made & Result• NOTHING ELSE INCLUDED
ON THE BOARD – NOW WHAT?
Volunteer Motivation vs. Outcomes• Why you are a Director
o Just want to help, unsure what to do?
• Know what you do not know!• Focus on outcomes and process
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ON THE BOARD – NOW WHAT?
Policy vs By-Law• By-Law means no discretion, unless stated• Policy is purview of the Directors
o Except that it should be followedo If not adequate, should be changedo Exceptions can make sense
Should not be continuously allowed – means bigger problems if necessary
ON THE BOARD – NOW WHAT?
Strategic Planning• Long Term –Club and Stakeholder Decision• Short Term
o What you are implementing this yearo Work Plan
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ON THE BOARD – NOW WHAT?
Conflict of Interest• Know when you have conflict• Discussion about conflict????• Declare• Ensure recorded in meeting minutes
Absent from meeting & discussion• Absent from meeting & discussion• Do not vote on the matter
ON THE BOARD – NOW WHAT?
Self Assessment (Skills and Performance)• Board of Directors Assessment• How is it performing against its obligations• What is its skill level
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ON THE BOARD – NOW WHAT?
OPERATIONAL GOVERNANCE• Regular club meetings• Event planning• Funding approval• Membership Approval• Speaker Decisions• ?
?
• Monitoring• Compliance• Policy Development• Financial Oversight• Risk Management• Board Performance
Fiduciary Stewardship• ?• ?
?
• Fiduciary Stewardship• Strategic Leadership• Stakeholder Management
ON THE BOARD – NOW WHAT?
Q & A
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ON THE BOARD – NOW WHAT?
J. Cameron NolanRotary Club of Hamilton [email protected]
905 928 3246
7090 Club Leadership Training May 5, 2018 Slide # 27
905.928.3246