The governance policies contained herein have been drawn from material gathered from other non-profit organizations and sample policies from the Institute on Governance.
The Institute on Governance defines governance as ‘the exercise of authority, direction and control of an organization in order to ensure its purpose is achieved”. Governance includes the structures, responsibilities and processes the board of an organization uses to direct and manage its general operations.
The Alberta Hospice Palliative Care Association (“AHPCA”) Board of Directors has established these governance policies in order to formalize their roles and responsibilities and establish its functions and practices. The Board also recognizes policies will change to suit the needs and circumstances of this organization.
Governance Process – 1 Governance Commitment
The Board, on behalf of its Members and the community, will ensure the accountability of the Alberta Hospice Palliative Care Association by assuring that it:
(a) Achieves its ends; and
(b) Avoids unacceptable means.
The Board will govern using a policy governance model.
Governance Process – 2 Board Structure
The structure and mandate of the Board are defined by the legislation under which it was incorporated, any special purposes legislation governing its mandate, the letters patent, the bylaws and these governance policies enacted under the authority of the bylaws.
2.1: Members in good standing Members in good standing shall be entitled to vote on the election of Directors to the Board of Directors of the AHPCA.
2.2: Directors The Board of Directors is comprised of not less than 6 (six) members. The elected officers of the Organization are the Chair, Vice Chair, Secretary, Treasurer, and Past Chair. The Board shall also elect a member to serve as the provincial representative to the Canadian Hospice Palliative Care Association.
2.3: Committees The Standing Committees of the Board are established in the bylaws and policies. Ad hoc committees or working groups may be established by the Board from time to time to carry out certain tasks or make recommendations to the Board on specific issues. Ad hoc committees and working groups will be automatically disbanded by Board motion when the task is completed or no longer relevant. Terms of reference outlining committee membership, mandate and procedures are required for all committees and working groups. The Board Chair and/or the Executive Director are ex-officio members of all committees and working groups.
Governance Process – 3 Board Responsibilities
The Board of Directors are the representatives of the Association’s membership and the community and is given the legal corporate responsibility for the achievement of the AHPCA’s mission, for its stability and systematic linkages with Members and other organizations engaged in the pursuit of similar objectives.
3.1: General Duties of the Board The Board will make the decisions necessary to carry out the mission of the Organization and will be accountable to its Members for those decisions. The Board’s duties shall include but not be limited to:
a) Oversee development, approval, establishment and progress of long term goals.
b) Approval of annual budgets and operating plans.
c) Define the organizational mission and operating principles within which it expects the Organization to be administered and to review these periodically.
d) Govern the Organization through broad policies, approved by the Board and formulated with the Executive Director and reviewed periodically.
e) Select and support the Executive Director and evaluate the performance of the Executive Director on the basis of a specific job description and approved objectives.
f) Ensure prudent and proper management of the Association’s resources.
g) Seek and secure sufficient resources for the Association to finance its programs adequately.
h) Account to the public and funders, for the services of the Association and the expenditure of funds.
i) Regularly review the Association’s services and ensure they are consistent with the missions and that the programs are effective and relevant to community needs.
j) Focus on strategic leadership rather than administrative detail.
3.1.1: Strategic Planning The Board with the assistance of representatives, stakeholders, the Executive Director, and staff, establishes the Association’s overall direction through the development and approval of a strategic plan. This plan provides direction for long and short-term activities of the Association.
The plan will incorporate both the internal and external factors that may bear on the resources and direction of the organization. It will identify the key goals and objectives on which the Board will focus its activities.
3.1.2: Operational Planning The AHPCA’s management develops an operating plan and budget based on the approved strategic plan. The operational plan will contain objectives for improvement in key areas of activity which will be the basis of a yearly budget containing revenue and expense related to strategic activities. The annual operating plan, together with budget forecasts will be presented to the Board for review, amendment and approval.
Governance Process – 4 Authority and Accountability
4.1: Board Authority and Accountability
- The Board as a whole is responsible to the Members and donors who provide funds for the operation of the organization.
- The Board is also accountable to exercise good stewardship of the Organization on behalf of the trust placed in it by the general public, staff, volunteers and other stakeholders
- Individual members are elected and/or appointed under the authority of the bylaws and are responsible to the Members of the Organization who elect or appoint them.
- Individual members have no authority to act or give direction individually other than in such manner as approved in these policies or by resolution of the Board.
- The Board may delegate authority to an individual Director or employee, however the Board retains ultimate responsibility and accountability.
- The Board will account to the Organization’s Members, funders and key stakeholders through annual and periodic reports on the activities and finances of the Organization and by operating in an open and transparent manner.
4.2: Executive Accountability
- The Board contracts with the Executive Director for the management and administration of the Organization within established policies and procedures.
- Within the parameters established by the Board, the Executive Director is responsible for determining the methods by which the Board’s directions and policies will be executed.
- The Executive Director is hired by the Board of Directors and is therefore; responsible to the Board as a whole.
- The Executive Director’s responsibilities are specified in the Job Description as approved by the Board of Directors.
Governance Process – 5 Board Decision Making
5.1: Decision Making Process
- Decisions of the Board are made as a group at Board meetings at which a quorum of 5 elected members of the Board of Directors are present.
- A quorum is required for the transaction of any business of the Organization.
- Full discussion of a decision will be encouraged.
- A majority vote of the Members present, regardless of abstentions, is required for approval.
- Dissenting Members may request their objections be recorded in the minutes.
- Directors have the right to discuss questions before the Board.
- Policies, Code of Conduct and procedural guidelines will govern Board deliberations.
- Directors will respect the diverse views of their colleagues.
- Directors will respect final approved motions.
5.2: In Camera Meetings
The Board may consider the following items in-camera upon an approved motion:
- Personal matters about a client or employee.
- Employee relations or negotiations.
- Matters of conflict between members of the Board.
- By a simple majority support the Board may go in camera.
Governance Process – 6 Board Executive Roles
6.1: Officers Individual officers of the Board may not act in place of the full Board except when acting as the Executive Committee in accordance with the by-laws.
6.1.1: Chair The role of the Chair is to ensure the integrity of the Board’s processes and the Board is working consistently with its own policies. The Chair is the only Board member authorized to speak for the Organization, unless specifically delegated to another Board member.
a) The Chair presides as the manager of the Board’s activities, ensuring the Board follows its own rules and those legitimately imposed upon it by statute or regulation.
b) The Chair presides over Board Meetings and the Annual General Meeting and is responsible for ensuring Board meetings are conducted efficiently and effectively. The Chair has no authority to make decisions outside the by-laws or the parameters of the policies approved by the Board. c) The Chair shall set the agenda for the meetings of the Board with input from the members of the Board and with the assistance of the Executive Director.
d) The Chair will plan and conduct the timing of the Board Meetings in conjunction with the Executive Director and will preside over meetings of the Board and Executive Committee.
e) The Chair will ensure the Board is properly informed about the operations of the Organization and has the information and opportunity necessary to come to decisions on matters within its purview.
f) The Chair will be the Board’s primary liaison with the Executive Director, who is responsible for the execution of Board policy and directives and for determining the means, organizational structure and management processes necessary to achieve the corporate objectives. g) The Chair has the authority to make any reasonable interpretation of Board policies on Governance and Board/Executive Director relations.
h) The Chair represents the Board to outside parties whether by stating Board policy or stating decisions and interpretations resulting from the policy areas that are within the Board’s domain.
i) The Chair or delegate will represent the Organization at functions.
In carrying out the Chair’s role, he/she is responsible for leadership at Board meetings in the following areas:
- Discussion at Board meetings is focused on issues which are Board matters.
- Conducts meetings in such a way that there is sufficient discussion of issues and impacts that allow for informed decision making.
- Robert’s Rules of Order (newest edition) are used when necessary.
6.2: Vice-Chair In addition to assuming the duties of the Chair during his/her absence, the Vice-Chair shall assume other duties prescribed from time to time by the Board. The Vice Chair is an Officer of the Organization.
The Vice Chair shall be vested with all the powers and shall perform all the duties of the Chair in the absence or inability of the Chair.
The Vice Chair shall possess and may exercise such other powers and duties the Board may from time to time assign to her or him.
The Vice Chair shall work closely with the Chair and be familiar with all aspects of the Alberta Hospice Palliative Care Association.
6.3: Treasurer The Treasurer shall monitor the financial activities of the Organization and ensure compliance to the financial policies on the Board’s behalf:
The Treasurer shall:
a) Ensure complete and accurate records are kept of all the Societies’ financial matters in accordance with generally accepted accounting practices.
b) Ensure that signing authority of the Organization is in place as approved in the by-law or by resolution of the Board.
c) Provide the Board regular reports of all financial transactions and of the financial position of the Organization.
d) Recommend an auditor to be appointed annually.
e) Collaborate with the auditor and Executive Director in the review and presentation of annual audited financial statements.
f) Present the Organization’s audited statements to the Membership at the Annual General Meeting.
g) Review with staff, the performance of the Organization’s auditors and make recommendations to the Board and the Members regarding the annual appointment of auditors.
6.4: Secretary The Secretary shall ensure all secretarial functions are performed for the Board.
The Secretary shall:
a) Ensure records are maintained of all proceedings and transactions.
b) Ensure the keeping of all records required by law and ensure the security and confidentiality of all such files.
c) Ensure minutes are taken at all regular and special meetings of the Board of Directors and ensure all such minutes are circulated to the Board as soon as possible following each meeting.
d) Ensure the governance of the Organization is documented in a manner that meets legal requirements of Alberta and our corporate by-laws.
e) Ensure required notices are disseminated to the Board of Directors and members.
NOTE: The Board is responsible for the corporate seal, minutes and motion book of all meetings, and all books, papers, records, correspondence, and documents belonging to the Organization.
Governance Process – 7 Committees of the Board
There will be two types of Committees of the Board, standing and ad-hoc committees. These Committees have an advisory function to the Board. They do not speak or act for the Board. They do not have the authority to direct staff, although they may, through the Board, ask the Executive Director to allocate resources in support of committee activities. The Board appoints committee members annually for one-year terms.
A member of the Board shall chair all committees of the Board. The committees shall be representative of the Board and, where appropriate, of staff and members of the community at large. Invited community committee members will provide expertise to the Organization and bring a reflection of public opinion. The Chair and/or Executive Director are ex-officio members of all committees.
The Board of Directors establishes committees to consider matters in greater depth than would be possible at Board meetings. The Committees will discuss issues requiring Board consideration, propose alternative actions, present the implications and make recommendations for Board decision. The Board will consider the recommendations and will adopt or amend these recommendations or make recommendations, as it deems advisable.
7.1.3: Relationship to Staff
Board and staff work cooperatively together to carry out the objectives of the Organization. The Executive Director or designate will attend all committee meetings as a resource and staff support.
Communication between staff and Board, outside of committee meetings, shall be through the Executive Director. This includes:
- Any assignments or directives.
- Requests for organizational resources or staff time.
- Staff performance concerns or policy infractions.
- Concern regarding any aspect of programs and administration.
Governance Process – 8 Standing Committee Roles
8.1: Executive Committee The Board Chair chairs the Executive Committee, which is comprised of the Chair, Vice Chair, Secretary and Treasurer and Past Chair, and the Executive Director as a non-voting member. The Committee possesses specific powers under the bylaw to make decisions between Board meetings, if necessitated by unusual circumstances. The Board at its next meeting subjects such decisions to ratification. The Executive Committee also has responsibility for the annual performance evaluation of the Executive Director.
8.2: Governance Committee The Board annually names the chair of the Governance Committee, which includes the Executive Director as a non-voting member. Other members may include other members of the Board or general membership. The Committee is responsible for:
- Recommending to the Board the skills and criteria necessary to ensure effective governance.
- Identifying and interviewing candidates for vacant Board positions.
- Recommending to the Board suitable candidates as per the approved criteria.
- Ensuring Board members receive proper orientation to Board and Committee responsibilities.
8.2.1: Recruitment and Screening of New Board Members
The following recruitment strategy has been developed to address the current Board requirements. Recruiting, developing and retaining of appropriate individuals are crucial to the organization.
The 3 objectives are:
a. to identify strategic gaps in members,
b. to recruit Board members to fill the gaps,
c. to assess prospective Board members and recommend select individuals to the Board.
A resume or biography will be requested of the prospective Board member by the Governance Committee, with this reviewed by the Governance Committee. The Governance Committee will then provide the prospective Board member with a position description as well as expectations of Board members, along with information on the key priorities of AHPCA.
The Governance Committee will ensure personal contact is made with each prospective candidate, through an interview prior to being considered for a Board position. This pre-screening will ensure that the person has a clear understanding of organizational roles and board expectations, the values of the organization and mission statement.
Once a potential Board member has been recommended to and accepted by the Board, a letter of confirmation and welcome will be sent by the Board Chair. After 3 months, a representative from the Governance Committee will meet or have contact with the new Board member to ensure expectations of the Board and the Board member are being met and to address any concerns.
8.2.2: Orientation of New Members
The Governance Committee is responsible for orientation of all new Board members.
New Board members will receive electronic copies of a Comprehensive Board Manual including:
a) Bylaws, Governance Policies and Operational Policies,
b) History of AHPCA,
c) Directional Statements of the organization,
d) Current Strategic Plan,
e) Contact List for Current Board and staff,
f) Annual Progress Reports of the organization.
New Board members will be required to sign an Oath of Confidentiality upon acceptance and then annually.
Governance Process – 9 Planning
9.1: Financial Stewardship
The Board is responsible for
a) reviewing and approving the annual operating and project budgets.
b) securing adequate financial resources for the Organization.
c) monitoring efficient use of resources.
e) establishing financial controls and policies.
9.2: Human Resource Stewardship
The Board is responsible for
a) establishing personnel policies to govern the management of staff and volunteer resources.
b) recruiting, supporting and evaluating the performance of the Executive Director.
c) providing guidelines for staff compensation.
d) ensuring succession planning is in place for the Executive Director position.
e) ensuring all Board members adhere to all Code of Conduct requirements.
9.3: Risk Management
The Board is responsible for
a) ensuring the by-laws are compliant with legislative and regulatory requirements.
b) ensuring organizational policies and practices are consistent with the by-laws.
c) ensuring insurance protects the Organization and Board from liability.
d) ensuring contingency plans are in place to protect against reasonable anticipated crises.
e) ensuring policies are respected and followed.
f) ensuring management practices are consistent with policies and by-laws.
g) ensuring all Board members adhere to all Code of Conduct requirements.
h) ensuring the Code of Conduct is adopted by a resolution of the Board.
9.4: Community Representation
The Board is responsible for
a) representing the Organization in a positive manner to the community.
b) ensuring community input to its planning.
9.4.1: The Chair will represent the Board on matters of Board policy and the Executive Director will represent the Organization on operational issues.
Governance Process – 10 Code of Conduct
10.1: Code of Conduct:
AHPCA Board members must represent unconflicted loyalty to the interests of the membership. Board members shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
a) Board members will commit to reading all materials in advance of meetings.
b) Board members will show goodwill and presume goodwill in others.
c) Board members will respect confidentiality.
d) Board members will listen with respect.
e) Board members will endeavour to reach consensus when making decisions for the organization, but majority vote shall rule.
f) Board members will make every effort to attend all meetings of the Board and serve on committees of the Board. If a member has been absent beyond what is allowed by the bylaws, the Chair will call or send a letter to inquire as to the reason.
g) Be informed of the articles and legislation under which the Organization exists.
Governance Process – 11 Oath of Confidentiality
11.1: Oath of Confidentiality Respect for confidentiality is a legislated obligation and the foundation of trust and confidence.
- Board Members at all times must respect the confidentiality of any privileged information.
- All matters of the Board during in-camera sessions and matters related to personnel must be held in strictest confidence. Directors may not relate such matters of the Board to anyone including immediate family members.
- The duty of confidentiality continues indefinitely after a Director has left the Board.
- Confidentiality Agreements will be signed annually.
Oath of Office and Confidentiality Agreement
I __________________________, Director of the Alberta Hospice Palliative Care Association, declare that, in carrying out my duties as a Director, I will;
1. Exercise the power of my office and fulfill my responsibilities in good faith and in the best interests of the Organization.
2. Exercise these responsibilities, at all times, with due diligence, care and skill in a reasonable and prudent manner
3. Respect and support the Association’s by-laws and policies, code of conduct and decisions of the Board membership.
4. Keep confidential all information and matters specifically determined by Board motion to be determined as matters of confidence, including personnel and matters dealt with at in-camera meetings of the Board.
5. Conduct myself in the spirit of respect for the collective decisions of the Board and subordinate my personal interests to the best interest of the Organization.
6. Immediately declare any personal conflict of interest that may come to my attention.
7. Immediately resign my position as Director of the Alberta Hospice Palliative Care Association in the event I, or my colleagues on the Board, have concluded I have breached my Oath of Confidentiality
Signature: __________________________ Date: _________________
Governance Process – 12 Conflict of Interest
12.1: Conflict of Interest Policy
Members of the Board of Directors shall:
a) Act at all times in the best interest of the organization rather than particular interests or constituencies.
b) Perform their duties in such a manner that promotes public confidence in the integrity, impartiality and objectivity of the Board.
c) Members of the Board shall serve without remuneration, however they will be reimbursed reasonable expenses in the performance of their duties as a Director.
d) Directors will set aside personal self-interest in performing their duties in the transaction of the affairs of the organization in such a manner that promotes public confidence in the integrity and impartiality of the Board.
12.2: Definition of Conflict of Interest
Board Members are considered to be in a “conflict of interest” when:
a) They themselves or members of their immediate family, business partners or close personal associates may benefit either directly or indirectly, financially or otherwise, from their position on the Board.
b) Personal interests conflict with the interest of clients and are adverse to the interests of the organization.
c) Seeking accepting or receiving any benefit from any individual or organization doing or seeking business with the organization.
12.3: Process for Dealing with Conflict of interest
a) The Board member must openly disclose to the Chair of the AHPCA, a potential, real or perceived conflict of interest as soon as the issue arises.
b) If there is any question or doubt that a real or perceived conflict of interest exists, the Board will determine by vote if a conflict exists.
c) It is the responsibility of other Board Members who are aware of a perceived or real conflict of interest of a fellow Board Member to raise the issue for clarification first with the Board member and if still unresolved the Board Chair.
d) The Board member must abstain from any discussion on the matter and shall not attempt to influence the outcome and shall refrain from voting on the matter.
12.4: Disposition of complaints or disputes involving Directors
a) The Executive Committee in a meeting duly called for the purpose, shall review any complaints that a Director has violated any provision of the organization’s by-laws, governance policies, code of conduct and confidentiality agreement.
b) The Executive Committee shall similarly review disputes between members of the Board that interfere with the Board’s abilities to carry out their duties of business.
c) Any Director, under whom such allegations are made, shall take a leave of absence pending completion of such investigation.
d) Every attempt should be made to resolve such matters expeditiously and fairly.
Governance Process – 13 Complaints
Where a client makes direct contact with a Board member for assistance in the resolution of a specific service issue, the Board member shall refer the client to the Executive Director. The Executive Director will inform the concerned Board member about the action taken. A Board member may not approach individual staff members for resolution of any client complaint.
Client names and any personal client information will remain confidential when case information is presented to the Board or Committee for further direction from the Executive Director.
The client shall be provided with an opportunity to appeal the decision of the Executive Director to the Board. The Board shall review all such appeals with the Executive Director and the client.
The Board must ensure that their own actions from a client appeal do not undermine the authority of the Executive Director.
13.2: Member Complaints Review
All Member complaints about any activity carried on by the organization shall be addressed initially with the Executive Director.
A Member, who feels the Executive Director has not accorded them a reasonable interpretation of the issue, should then communicate their concern in writing to the AHPCA Board Chair.
If there is no satisfaction or resolution of the issue at that level, the Member will request and be granted an opportunity to address the Board in person.
13.3: Dispute Resolution
Any dispute or the breach, termination or validity thereof shall be settled through the following process:
- Direct negotiations between designated representatives of the affected parties. The parties may mutually agree to appoint an independent facilitator to facilitate the communication and discussion between them, with associated costs borne in equal shares by the AHPCA, through general administration funds, and by the Member.
- If negotiations do not succeed or do not appear to a party to be succeeding, the parties shall consider mediation, and if mediation is mutually agreed to, the dispute shall be referred to a mediator who is acceptable to all affected parties, with associated costs borne in equal shares by AHPCA, through general administration funds, and by the Member.
- If mediation is not acceptable, or if it does not succeed, the dispute shall be settled by binding arbitration. The arbitration shall be heard by a panel of arbitrators, with one member of the panel chosen by each party to the dispute. The members of the panel so formed will choose an additional member who will serve as Chair of the panel. Associated costs will be borne in equal shares by AHPCA, through general administration funds, and by the Member.
Governance Process – 14 Budget Development
14.1: The AHPCA’s Management is responsible for the development of an operating plan and related budget on an annual basis.
14.2: The operating plan will be based on the AHPCA’s strategic plan. It will, therefore, specify those activities that will allow the organization to meet its goals and carry out its mandate in the community.
14.3: The operating plan and budget will contain sufficient detail to reasonably project revenue and expenses and clearly identify program offerings.
14.4: Operating plans and budget will be prepared such that they will be reviewed and approved by the Board prior to the commencement of the fiscal year.
14.5: The budget will ensure that planned expenses do not exceed anticipated revenues in any given year.
14.6: The budget will strive to ensure that the AHPCA’s ratio of current assets to current liabilities is no less than 2:1.
14.7: The operating plan and budget will provide a basis for monitoring and evaluation. Reports outlining overall organization performance compared to plan will be presented to the Board on a regular basis.
Governance Process – 15 Reserve Development and Maintenance
15.1: The Organization’s Management is responsible for the development and maintenance of appropriate reserves for operating and research purposes.
15.2: The operating reserve will be maintained at a level equivalent to 50% of the Board approved operating budget and will not be reduced to less than 40% of annual operating expense in any year.
15.3: Annual operating surpluses will be used to build and maintain reserves. The allocation of this revenue will be 50% to each reserve until the reserve has reached the specified amount. In the event that one reserve has been fully funded, 100% of the allocated
Governance Process – 16 Policy Development, Review and Revision
The Governance committee will operate under the guidelines as set out in Policy 8.2. From time to time, the Board requires new policies to direct its work and existing policies may require revision to remain relevant to the work of the organization. Policies also require regular review to remain appropriate. The full Board of Directors has the ultimate authority to approve policy decisions as recommended by the Governance Committee.
To generate, amend or review a policy:
16.1: The Governance Committee will identify the policy that requires development, amendment or review. The Committee will make recommendations to the Board of Directors on the action for consideration.
- The Executive Director will circulate to the Board via email for review prior to a board meeting.
- The Policy will be reviewed at the board meeting following circulation.
- The Board will vote on the action recommended by the Governance Committee. If further research or discussion is required prior to a decision, the issue may be deferred to a subsequent board meeting.
- All policies are to be reviewed every 3 years on a rotating basis.