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The Legal Obligations of a Director November 5, 2015 Peter Glowacki, Board Member

The Legal Obligations of a Director November 5, 2015 Peter Glowacki, Board Member Canuck Place Children’s Hospice. What is the Canuck Place Children’s Hospice?. A society under the Society Act governed by directors who have legislated responsibilities under the Society Act

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The Legal Obligations of a Director November 5, 2015 Peter Glowacki, Board Member

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  1. The Legal Obligations of a Director November 5, 2015 Peter Glowacki, Board Member Canuck Place Children’s Hospice

  2. What is the Canuck Place Children’s Hospice? • A society under the Society Act governed by directors who have legislated responsibilities under the Society Act • A charitable society that must use the funds it holds, in trust, for the specific purpose set out in the Constitution of the CPCH

  3. What is the Legal Governance Structure of CPCH? Society Act Constitution Bylaws Policies Procedures

  4. What does the Society Act require a CPCH Director to do? • Manage and supervise the management of and the affairs of CPCH as a board of directors • May exercise all of the powers of the CPCH • Governance is effected through the Executive Director who executes the direction provided by the Board

  5. What are the Powers of CPCH? • powers and capacity of a natural person to pursue its purposes under Society Act, including: • Buy, sell, develop, mortgage property • Borrow money, give security, issue securities • Enter into contracts and obligations • Receive gifts • Employ people

  6. How does the Board ofDirectors Operate? • By majority vote on most matters or special majority vote on some limited matters as a Board of the whole • Officers • Committees • By direction to the Executive Director

  7. What are the Powers of the Directors? The Board of Directors may exercise all such powers and do all such acts and things as the Hospice may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Members in general meeting, but subject, nevertheless, to the provisions of: (a) all laws affecting the Hospice; (b) these Bylaws; and (c) rules, not being inconsistent with these Bylaws, which are made from time to time by the Hospice in general meeting

  8. How does the Board Evaluate its own Performance? • “What Worked and Didn’t Worked” review at every Board meeting • Annual Board and Committee self-evaluation • Board sessions (such as retreats) to ensure that the vision, mission and values are reflected in the Board’s strategic plan

  9. How must a Director act? • Must act honestly and in good faith and in the best interest of the society • Must exercise the care, diligence and skill of a reasonably prudent person, in exercising the powers and performing the functions as a director • Must comply with all legislation and rules of law or equity relating to duties/liabilities of directors of a society

  10. What are the Fiduciary Responsibilities of a Director? • Maintain confidentiality (Bylaw 5.15) • Duty of good faith owed to the CPCH – not to take personal benefit including remuneration or salary from position • Requires avoidance of a conflict of interest and disclosure where a conflict of interest may arise

  11. What is a Conflict of Interest? • Board Policy 5.3 • Actual and perceived conflicts • Requirement to declare the conflict or potential conflict • Person with conflict to refrain from participating in or/and voting on matter by Board/Committee

  12. What legal exposure does a Director face? • By the Society Act, directors have no legal liabilityin their individual capacity for a debt or a liability of the CPCH • Only exception is that directors have personal liability under the Employment Standards Act for unpaid salary and statutory remittances

  13. How is a Director protected from legal liability? • Hospice required to maintain insurance for all directors/officers against personal liability incurred for acting in that role • Hospice must indemnify directors for expenses incurred if legal claim brought against a director/officer • Failure to comply with Act, Constitution or Bylaws will not invalidate any indemnity

  14. Conclusion • The law and CPCH insurance protects a diligent and honest director • The CPCH benefits from a skilled and prudent director who acts in consideration of legal and fiduciary obligations • A director provides greater contribution when exercising their responsibilities with knowledge and curiosity

  15. Thank You.Questions?

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