Role of the Board of Directors

1. Role of the Board of Directors

2. Questions to Ask Yourself • Am I committed to the mission of the organization? • Can I contribute the necessary time to be effective? • Am I comfortable with the approach to fundraising? • Can I place the organization’s purposed and interests above my own professional and personal interests when making Board decisions?

3. Responsibility of Directors • Must know and understand the mandate of the organization • Must be familiar with those whom they serve (i.e. the members) • Must be transparent in their operations • Must develop appropriate policies and procedures • Must avoid conflict of interest

4. Responsibility of Directors • Must be fiscally responsible • Must implement assessment and control systems (i.e. for finance, strategic planning) • Must plan for succession and the diversity of the Board

5. “Directors are required to exercise their power with competence (or skill) and diligence in the best interests of the corporation. They owe what is called a “fiduciary duty” to the corporation. The duty is a “fiduciary” duty because the obligation to act in the best interests of the corporation, at its core, is an obligation of loyalty, honesty and good faith.”

6. Duty of Care Directors’ fiduciary duties can be divided into two main branches: a) the duty of care; and, b) the duty of loyalty. The duty of care imposes on directors a duty of competence or skill – i.e., a requirement to act with a certain level of skill; and a duty of diligence. The duty of skill and diligence must be performed to a certain “standard of care”.

7. Duty of Loyalty The duty of loyalty requires that a director act honestly and in good faith in the best interests of the corporation. Among other implications, it means that a director is not allowed to profit from his or her office (the “no profit rule”) and must avoid all situations in which his or her duty to the Corporation conflicts with his or her interests (the “no-conflict rule”).

8. Conflict of Interest An apparent conflict of interest occurs when the answer to the following question is "yes": Would a reasonably informed person perceive that the performance of the director's duties and responsibilities could be influenced by their financial or material interest?

9. Conflict of Interest Occurs when: • a board member diverges from the Chapter’s professional obligations to a private interest involving actions that are determined by personal or financial gain • a board member acts in a position of authority on an issue in which they have financial or other interests

10. Examples: Conflict of Interest • Directors could be in conflict of interest if they offer services to the chapter on whose board they serve even if the charge for these services is at or below the market value. • A board member who has cheque writing/signing authority is responsible for paying invoices from a relative or business partner even for legitimate services • The chair of a chapter event or the Chapter Board receives complimentary registration/hotel for an event • Executive committee is chapter nominations committee

11. Liability of Directors Directors are responsible for breaches of their fiduciary duty to the corporation. They can be held personally liable for breaches of statutory provisions that impose responsibility on them as directors. Directors are liable for the crimes that they commit themselves, even if committed while executing their responsibilities as a director.

12. Liability of Directors Directors are usually not personally responsible for the contracts they sign on behalf of the organization as long as they have the legal right to do so.

13. Liability of Directors Directors can be held personally responsible for scenarios that include unsafe venues, the inappropriate actions of volunteers (for example, libel and slander in an organization’s communication vehicle, such as a newsletter or website), or the inappropriate use of organizational funds.

14. Liability of Directors Directors can be held personally responsible for acting outside their authority, for example, by signing contracts when they are not empowered to do so. They may also be held responsible for the improper use of member record information.

15. Role of the President The President is the facilitator. They do not control the discussion or mandate policy. The main role is to ask questions and listen. They are the official spokesperson for the chapter, unless they choose to designate someone else.

16. President • The President shall serve as chairman of both the Board of Directors and the Executive Committee. The President shall also serve as a member, ex-officio, with right to vote on all committees except the Nominating Committee. • At the Annual Meeting and at such other times, the President shall communicate to the members such matters and make such suggestions that will promote the welfare and increase the usefulness of the Chapter. • The President shall perform such other duties as or as may be prescribed by the Board of Directors.

17. Role of the President Elect The President Elect is there to learn from and assist the President in their role. In the event that the President is unable to perform their duties, the President Elect is authorized to do so.

18. Role of the President Elect • Preside at all meetings in the absence of the President • Work with officers to ensure chapter minimum standards are met • Develop leadership succession planning strategies for chapter • Other duties that may be delegated by the President and/or the Chapter Board of Directors

19. Role of Immediate Past President • The Nominating Committee Chair, ensuring compliance and support of chapter bylaws and policy • Assist with the Chapter of the Year (COTY) preparation as needed • Other duties that may be delegated by the President and/or the Chapter Board of Directors.

20. VP Finance • Oversee the Chapter's funds and financial records • Oversee collection of all funds and/or assessments; • Establish proper accounting procedures for the handling of funds; • Responsible for keeping the funds in such banks, trust companies, and/or investments as are approved by the Executive Committee. • The Vice President Finance shall report on the financial condition of the Chapter at all meetings of the Board of Directors and at other times when called upon by the President.

21. VP Membership • New member recruitment, new member orientation, member recognition programs, scholarships and Chapter retention. • Access membership reports including new members and retention from the MPI database • Report at all meetings of the Board of Directors and at other times when called upon by the President.

22. VP Education • Oversee the educational offerings of the Chapter, to include program planning and educational alignment with the MPI strategic plan. • Oversee registration, logistics, content and speaker sourcing for all meetings. • Oversee any regional education conference, leadership institutes, the Women’s Leadership Initiative, CMP/CMM programs, the Multi-cultural Initiative, and any new programs that MPI initiates. • The Vice President Education will report at all meetings of the Board of Directors and at other times when called upon by the President.

23. VP Communications • The Vice President Communications shall oversee the chapter communications. • Timely and newsworthy information to membership • Production of Newsletter, directory and website • All written communication internally and externally • The Vice President of Communications shall also ensure that all written communications follows the chapter Strategic Plan currently in place. • The Vice President Communications will report at all meetings of the Board of Directors and at other times when called upon by the President

24. Role of the Board • Communicate. • Listen. Seek to understand before you seek to be understood. • Speak! Don’t be afraid to be understood. • Question? This leads to greater understanding and better decisions. • Make decisions based on situation notpersonality; avoid all appearance of conflict of interest

25. Role of Board Members • Keep the best interests of the membership and of the organization in mind. • Support decisions once they are made. Your time for questioning is during the meetings. • Be fiscally responsible.

26. Bylaws • You have two sets of bylaws. One is provincial, the other are the MPI minimum bylaws. • In areas of conflict, your provincial ones take precedence. • These are the rules by which you operate, your “constitution”

27. Bylaws • Bylaws govern: • What you are called (i.e. MPI Orange County Chapter) • Where you operate (state/province/country) • What your objectives are • Who can be a member and member responsibilities

28. Bylaws • Bylaws also govern: • Meetings • Voting • Quorum • Procedure • Elections • Your governance structure • Board of Directors • Executive • Term of office • Removal of Board members

29. Bylaws • Specific Committees • Nominations • Finance • Financial Operations • Dissolution of the organization