Health Association of African Canadians (HAAC)

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Health Association of African Canadians (HAAC)

Board of Directors

TERMS OF REFERENCE

(February 2016)

The Health Association of African Canadians (HAAC) is a non-profit health association based in Dartmouth, Nova Scotia. Our mandate is to inform health issues concerning African Canadians. These include education, research, health-care delivery and policy reform.

TheseTerms of Reference will be reviewed annually.

Vision: Thriving, healthy African Canadian Communities in Nova Scotia

Mission: To promote and improve the health of African Canadians in Nova Scotia through community engagement, education, policy recommendations, partnerships and research participation.

Mandate:

Increase awareness abouthealth issues in Nova Scotia

Increase research productivity

Increase community education and advocacy

Promote dissemination of research findings to wide audiences including community members, researchers and the various levels of government

Develop strategic partnerships to build community capacity

Inform policy development and make recommendations for health system policy change and action

Build a strong and sustainable internal structure

Values: what we believe in

HAAC is committedtoan Africentric philosophy built on the Nguzo Saba Principles of Umoja – Unity, Kujichagulia – Self Determination, Ujima – Collective Work and Responsibility,

Ujamma – Cooperative Economics, Nia – Purpose, Kuumba – Creativity; andImani – Faith

With this philosophy as foundational, HAAC will promote the health and well-being of African Canadians through a culturally competent approach that is:

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Transparent

Trustworthy

Respectful

Accountable

Established with Integrity

Honest

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Board Function:

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The HAAC Board is a “working Board” which will provide policy oversight and networking support, strategic planning and administrative and operational duties for the organization.

Board Leadership

The Board will be chairedby two Co-Presidents of African descentselected from among the Board members. Board meetings will be chaired by either one of the Co-Presidents. The positons of Secretary, and Treasurer will also be selected from among the Board members.

Board Composition

Membership will consist of not more than twelve(12) people. Ideally, the Board will be representative of the province and reflective of the zone-based structure of Nova Scotia’s health system.

The Board will strive to reflect diversity of geography, expertise, and gender of persons of Africandescent.One of the Co-Presidents of the HAAC Student Organization will also sit on the Board as a nonvoting member.

To maintain the integrity of the organization, there will be efforts to ensure that 75% of the Board membership is of African descent.

Selection & Recruitment Process:

Board members will be recruitedby the Governance & Nominating Committee. Persons who are invited to be Board members will be requested to write a letter of intent to the Governance & Nominating committee expressing their commitment to HAAC’s mission, vision, values and principles.

Qualifications for Board membership include being a member of HAAC in good standing, knowledge of African Canadian health issues, commitment to HAAC’s vision and mission, time commitment, and openness to learning(Appendix A)

The Governance and Nominating Committee will present a slate of the candidates for Board membership at each Annual General Meeting. There will be a process of voting and election of Board members as required.

Terms of Office:

All Board members serve three year terms that will be staggered for continuity. Board members may reoffer for a maximum of two consecutive terms (ie six years). After that time Board members may only reoffer after a year away from the Board. Officers of the Board will remain in their positions until they have completed their terms or until they resign from that position.

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General Board Duties(Appendix A):

Board member and the Board areexpected to:

Be prepared for and attend at least 75% of Board meetings

Serve on Standing Committees

Provide strategic direction guided by the strategic plan

Stay informed about health issues in the Black community

Develop subcommittees as necessary to enhance community outreach

Develop a communications strategy

Attend specific Board training sessions when available

Maintain accurate financial records

Develop, amend, and approve by-laws and policies that guide HAAC’s business

Executive and Board Expenses:

See AppendixB: Executive and Board ExpensesPolicy.

Meeting Frequency:

The Board will meet at least quarterly or as required. The Executive Committee will meet monthly or as required. Separate monthly meetings of the Executive Committee will not be required if the Board meets monthly.The Standing Committees will meet at least twice yearly or as required. The Annual General Meeting will usually be held within three months after the end of the fiscal year.

Attendance:

Three consecutively missed meetings without appropriate notice and reason will initiate discussion with the Co-Presidents. When more than 50% of the regular Board meetings are missed in one year, ongoing Board membershipmust be reviewed by the Governance & Nominating Committee. This could result in removal from the Board as per our Bylaws.

Quorum:

The quorum for Board meetings shall be50% + 1of members.Lack of quorum would prevent decision-making but not prevent meeting and discussion.

Decision making:

Decisions shall be made by consensus, with every effort being made to hear all views and develop solutions which will be acceptable to all. However if consensus cannot be reached after reasonable discussion, decisions will be made by vote (majority rule).

Conflict of Interest:

When research proposals or collaborative opportunities are discussed at Board meetings members with actual or potential conflict of interest are required to disclose this to the Board. The member will be required to withdraw from any discussion involving the item of concern and may be required to remove themselves from the room until the discussion is completed.

SeeAppendix C: Conflict of Interest Policy

Standing Committees chaired by a member of the Board will include the following:

• The Executive Committee
• The Governance &Nominating Committee
• The Resource Development Committee
• The Community Engagement & EducationCommittee
• The Communications & Marketing Committee

The Board may establish ad hoc committees or working groupsas needed eg. Project Committee.

Composition of committees will reflect the diversity of our community and have regional representation as much as possible. It is recognized that there will be overlap in responsibilities between various committees. It is expected that there will be information sharing, collaboration, and sharing of resources as needed between committees and the rest of the Board.

The co-President of the HAAC Student Organization who sits on the Board will have the opportunity to join and work with any subcommittee of the Board.

Each committee will be accountable to the Board and report to regularly and in a timely fashion. This is particularly important when there are urgent and unforeseen circumstances.

Executive Committee:

The Executive Committee will conduct the day to day business of HAAC on behalf on the Board. It will be chaired by one of the Co-Presidents in rotation and consist of members selected from the Board.Other persons may be invited to meetings as needed.

Membership will consist of both Co-Presidents, Immediate Past President, Treasurer, Assistant Treasurer, Secretary, and a Regional Representative.Any member of the Executive may also join a Standing Committee or ad hoc Committee (ex-officio) if needed. (6)

Governance & Nominating Committee:

The Governance &Nominating Committee is responsible for the health and functioning of the Board including bylaws. It recruits new Board members, conducts orientation, produces Board educational materials, and oversees the evaluation of Board performance.

This committee is responsible for ensuring the effectiveness of the current Board and for recruiting future members. This committee will also responsible for keeping records on Board member appointments and terms.This committee will identify and nominate appropriate persons to be members of the Board after invitation and letter of interest.

Membership will consist of three members of the Board including the Immediate Past President who will chair this committee, plus aHAAC member at large. The slate of nominees will be presented at each Annual General Meeting for voting and election as needed. (4)

Resource Development Committee:

This Committee will be responsible for the financial affairs of HAAC including maintaining bank accounts, financial records of members and disbursement of funds. This committee will also be responsible for identifying and applying for appropriate funding. It will also be responsible for preparing for the annual audit and collecting annual membership dues.

Membership will consist of the Treasurer who will chair this committee, Assistant Treasurer or other Board member, and two HAACmembers at large. (4)

Community Engagement & Education Committee:

This Committee will be responsible for inviting and recruiting members to HAAC including persons from the community and other organizations. This Committee will also be responsible for ongoing interaction with the community and other organizations including educational events.

Membership will consist of three Board members and two HAAC membersat large.This committee will be co-chaired by one of the Board members and one of the HAAC members at large. (5)

Communications & Marketing Committee:

This Committee will develop promotional tools, branding for HAAC and maintain display boards for ongoing presentations and activities.This Committee will also be responsible for maintaining and updating the HAAC web site, and publishing any newsletters or communication pieces requested by the Board.

Membership will consist of three Board members and two HAAC members at large.This committee will be co-chaired by one of the Board members and one of the HAAC members at large. (5)

Approved:February 17, 2016

Appendix A

Board of Directors Roles and Responsibilities

Position:Board Member/Director (Volunteer)

Time commitment:Five to seven hours per month (meetings, preparation, consultation).

Term:Three years, appointed or elected annually at the Annual General Meeting. May serve a maximum of six years. Directors may be appointed to fill vacancies for a specific term or until the next Annual General Meeting.

Accountability:

The Board of Directors is collectively accountable to the membership, community, funders and other stakeholders. They are accountable for the Association’s performance in relation to its mission, vision, and strategic objectives, and for the effective stewardship of financial and human resources.

AuthorityandResponsibility:

TheBoardofDirectorsisthelegalauthorityfortheHealth Association of African Canadians (HAAC).Asa memberoftheBoard,a Director actsina positionoftrustforthecommunityandisresponsiblefortheeffectivegovernanceandfinancialaffairsofthe organization.

Requirements:

Must be a member of HAAC in good standing, or willing to become a member of HAAC

Willingness to commit to the mission, vision and values of HAAC

Have good knowledge of, or be a part of, the African Canadian community

Knowledge of, and commitment to keep current with, health issues affecting African Canadian communities in Nova Scotia

Dedication to the elimination of health disparities, including systemic racism, that contribute to poor health in African Canadians in Nova Scotia

Commitment and desire to work with others, and recognition of the importance of African Canadian health issues

Knowledge and skills in, or willingness to learn of, one or more areas of Board governance

Willingness to attend monthly Board meetings, and Annual General Meeting

Willingness to serve on, and attend assigned committees

Willingness to be involved in other Board activities such as meeting with other organizations, etc.

Willingness to support special events, including fundraising events

General Duties:

• Prepare for and participate in Board meetings, and Board committees as needed
• Participate as a team player in helping the Board direct, and monitor the performance of the Association
• Articulate alternative points of view and support Board decisions once made
• Participate in the review of the Association’s vision, mission, core values, and objectives and in the development of a strategic plan
• ParticipateinallBoard development/Board reviewexercises, and in Board self-evaluation
• AssistindevelopingandmaintainingpositiverelationsamongtheBoard,staffandcommunity

Appendix B

Executive and Board Expenses Policy:

A Board member is a voluntary position and therefore not eligible for any monetary return.

Board members who live outside the Greater Halifax area will be reimbursed for reasonable travel and accommodation expenses (as per official Government policy), depending on availability of funds. This will cover up to a maximum of four meetings per year including the AGM. Special meetings, e.g. Board Training, will be considered on a case-by-case basis. A travel claim form and all receipts must be submitted.

Board members will be reimbursed for reasonable out-of-pocket expenses, if requested, for items such as Joint Stocks registration, website costs, printing of HAAC material, etc. All receipts and/or appropriate proof of the expense and payment must be submitted.

Reimbursement of Executive and Board Expenses will be reported to the Board on a regular basis and subject to ongoing Board approval. Expenses for meetings above and beyond the number stated or for special events must be preapproved by the Board. Expenses of up to $150 may be approved by two members of the Executive if needed prior to a regular Board meeting.

Appendix C

Conflict of Interest Policy: (pending)