Job Description: Board Member

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Job description adopted by the Board on July 2017.

Position described: Director

All members of the Board of Directors.

Role of a Board

The board is responsible for the highest level of decision-making and legal authority in an organization. By law, it is ultimately accountable for, and has authority over, EBC's resources and activities. The board articulates and communicates the organization's vision to the membership and the community. Through policy, the board defines the parameters within which EBC will carry out its work.

Responsibilities of a Board

Governing boards (whether administrative or policy) have the ultimate responsibility for the organization's:

  • Purpose, by establishing and implementing EBC's mission and vision;
  • Continuity, by providing continuity for managing and implementing EBC's affairs;
  • Progress, by setting the rate of progress that EBC takes in reaching its mission and vision;
  • Identity, by securing the community support and appreciation for EBC's objects, beliefs, vision, mission, and long-term direction.

The EBC Board operates mostly as a policy governing board, but still has minor roles as an administrative board since there are few staff.

Functions of the EBC Board

The main function of the board is governance. The board carries out this function by establishing, directing, and influencing the implementation of policy in four areas:

  1. Framework governance
  2. Board self-governance
  3. Operational governance (program, personnel, finance)
  4. Advocacy governance

See Appendix A for further details on these four areas of governance.

Authority and Responsibility

The Board of Directors is the legal authority for the Edmonton Bicycle Commuters Society (EBC). As a member of the Board, a Director acts in a position of trust for the community and is responsible for the effective governance of the organization.

Qualifications

A Director must:

  • be able to participate in board discussions conducted in English, both verbal and written
  • have an understanding of the needs of Edmonton's cycling community

Additional skills and experience in one or more of the following areas is beneficial, but not required:

  • Finance and accounting
  • Non-profit or corporate management
  • Human resources management
  • Advocacy or Activism

Duties of Board Members

Requirements of Board membership include:

  1. Commitment to the work of the organization.
  2. Knowledge and skills in one or more areas of Board governance: policy; finance, programs, personnel, and advocacy.
  3. Willingness to serve on committees.
  4. Attendance at monthly Board meetings.
  5. Attendance at meetings of assigned committees.
  6. Attendance at Annual General Meetings.
  7. Attendance at membership meetings.
  8. Support of special events.
  9. Support of, and participation in, fundraising events.
  10. Financial support of EBC; for example, in the form of buying a membership.

Term

Directors are elected at each Annual General Meeting to two year terms, beginning December 1 of the year in which they are elected. Directors are released at the end of their term, or through resigning or removal in accordance with the EBC's Bylaws.

The Board is required to hold a meeting, within one calendar month of the AGM. At this meeting, the Board shall elect a President, Vice President, Secretary, and Treasurer. No person who has held any combination of these positions during each of the previous four years shall be eligible to hold any of these positions for a fifth consecutive year. Directors may be released at the end of the elected term, by formally resigning, or removed according to EBC's bylaws.

General Duties of Board Members

A Director must seek to stay informed on organizational matters, and participate in decisions on matters of policy, finance, programs, personnel, and advocacy. A Director must always act on behalf of the best interests of EBC and its members.

A Director must:

  1. Approve, where appropriate, policy and other recommendations received from the Board, its standing committees, and senior staff.
  2. Monitor all Board policies.
  3. Review the bylaws and policy manual, and recommend bylaw changes to the membership.
  4. Review the Board's structure, approve changes, and prepare necessary bylaw amendments.
  5. Participate in the development of EBC's organizational plan and annual review.
  6. Review monthly financial statements and approve EBC's annual budget.
  7. Approve the hiring and release of the executive director, including the executive director's employment contract, based on the recommendation of the Human Resources Committee.
  8. Support and participate in evaluating the executive director.
  9. Assist in developing and maintaining positive relations among the Board, committees, staff members, and community to enhance EBC’s mission. Promote EBC’s mission in the community.
  10. Revisit the organization’s mission, vision. values and approach, in collaboration with staff, to ensure that they are still relevant and that the organization’s programming is in harmony with its mission.
  11. Engage in organization-wide evaluations, in collaboration with staff.
  12. Engage in strategic thinking and planning, in collaboration with staff.

Time Commitment

An estimate of the minimum monthly time commitment which Board members undertake:

  1. Attend a monthly board meeting: 3 hours.
  2. Review and respond to governance related emails: 4 hours.
  3. Chairing a committee, or alternate governance/management tasks: 3 hours.
  4. Committee attendance: 4-6 hours.

Members of the Executive Committee have an additional three to six meetings per year.

In addition to a monthly commitment, Board members are expected to attend two annual events:

  • The board retreat (approximately 8 hours) to bring new board members up to speed, and set the direction for the year.
  • The Annual General Meeting (approximately 3 hours).

Note that operational work is not expected of Board members, but may be undertaken in addition to the duties listed above.

Reasons Board Members participate

Our organization can provide board members opportunities to:

  • Further the individuals and the organization's values and ideals
  • Learn about a cause or an issue
  • Explore career development options
  • Participate in a democracy by giving back to the community
  • Apply the individual's expertise and experience
  • Add life balance to paid work
  • Feel personally fulfilled
  • Pursue a personal focus
  • Repay the reciprocity of EBC

Legal Duties of Board Members

Each Director has a fiduciary duty to the organization. This means that the board is acting on behalf of the membership or stakeholders in directing the affairs of the organization. The fiduciary duty of the board is the same for all types of governance structures and covers all areas of responsibility.

In law, a duty is an obligation to act in a certain way and to a certain standard of care.

Duty Standard of Care
Duty of diligence Directors are required to:
  • Act reasonably, prudently and in good faith
  • Educate themselves about the organization
  • Make reasonable inquiries into the day-to-day management of the organization, consider explanations and to make informed decisions
  • Diligent directors also seek the advice of qualified professional, when necessary
Duty of skill/competence Directors with a special skill or knowledge have a duty to use that expertise in their role as a Board member, and to practice the standard of care expected of their professional abilities.

Board members without specialized skill or knowledge are expected to act as a prudent person would act. Prudent directors are cautious and careful. They try to foresee the consequences of a course of action before taking it.

Duty of loyalty Directors have a duty to always place the interest of the organization first. This means acting honestly, in good faith and in the best interest of the organization. Directors must fully and promptly disclose any potential conflicts of interest and take action to avoid perceived or real conflicts of interest.
Duty of obedience Directors have a duty to act within the scope of the governing documents of the organization and to ensure that committees and staff do so as well. Governing documents include the organization's constitution, bylaws, policies, rules and regulations. This duty includes ensuring that governing documents are kept up-to-date.

Directors also have a duty to obey all laws and statutes that apply to the organization.

Directors are covered under the Directors and Officers section of the organization’s insurance policy.

Evaluation

A Director's performance is evaluated annually based on the performance of assigned Board requirements and duties.