Board of Directors

Policies and Procedures

General Board Governance Policy

The board of Royal Military Colleges Club of Canadais a governing board. While the Club is unincorporated, the Board will operate within the guidelines of the Not-For Profit Act, Regulations, and Bylaws, focusing on leadership by planning and policy setting, and delegating the implementation of the plan through the ED. The board policies clarify expectations in regard to each of the seven disciplines of governance excellence.The role of the Board is to initiate and establish written policies that address each subject requiring a board decision and policy limits that guide operational decisions.

Table of Contents

General Board Governance Policy

I – Connect . . . For Healthy Board Relations

General Board Directive

Board Leadership

Board Meetings

Board Meeting Process

Board Meeting Agenda

Board Executive Committee

President (Chair)

Vice-President (Vice-Chair)

Treasurer

Past-President

Recording Secretary

Board Committees

Board Expenses

Confidentiality

Conflict of Interest

Annual Board Work Plan

Organizational Planning

II – Direct . . . Organizational Performance

General Board Directive

Strategic Planning

Strategic Priorities and Indicators of Success

III – Protect . . . The Interests of The Members

General Board Directive

Board Controls

Board Member Accountability

Audit Committee

Board Financial Planning Parameters

Principal Risks

Operational Limits

Prudent Management of Operations

Compensation & Benefits

Treatment of Staff

Financial Condition & Asset Protection

Communication of Organizational Performance and Counsel to the Board

Communication to Staff

Temporary Executive Responsibilities

IV – Respect . . . Member Expectations

General Board Directive

Interests of the Club Members

Communication with the Club Members

Organizational Image

V – Reflect . . . On Organizational Results

General Board Directive

Organizational Results

VI – Select . . . Prominent Leadership

General Board Directive

ED Selection and Support

Supporting the ED

Removing the ED

Selecting a ED

Board Member Selection and Support

Board Member Recruitment

Board Member Development

Board Member Discipline

Board Member Suspension and Removal

VII – Expect . . . Great Board-Management Interaction

General Board Directive

ED Job Description

Delegation to the ED

Unity of Control

Remuneration

Board Supervision of the ED

ED Performance

Monitoring the ED

Performance Review

Appendices

Appendix 1 – Board Code of Conduct

Appendix 2 – ED Statement of Duties

Appendix 3 – Terms of Reference for Standing Committees

I. Audit Committee (Under Review by Committee)

II. Nominating Committee

III. Investment & LMIF Committee

IV. Communications Committee

V. Honours and Awards Committee

VI. Executive Committee

I – Connect . . . For Healthy Board Relations

Original Date / Reviewed/
Revisited

General Board Directive

Board members will connect with each other in order to communicate thoroughly and to develop an effective team dynamic.
Con-1 /

Board Leadership

The board is responsible to create and manage a governance structure, to hold itself accountable, and to ensure effective board collaboration for the benefit of Royal Military Colleges Club of Canada.
Con-1.1 / The board commits itself to ethical, efficient, and lawful conduct.Board members will work together with integrity, support the decisions of the board, and respect the confidentiality of privileged information.
Con-1.2 / The board will speak with one voice.All board members will support all board decisions outside of board meetings.
Con-1.3 / Board members will make every effort to attend, participate, and be properly prepared for all board meetings.
Con-1.3.1 / Board members who fail to attend three board meetings, without authorization from the Chair, may be removed.
Con-1.4 / Board members will treat each other with respect and professionalism.When differences of opinion arise, board members will challenge the issues but never attack or defame the person.
Con-1.5 / Board members may not exercise individual authority over Royal Military Colleges Club of Canada, management, staff, or clients except as explicitly directed by a board decision. Board members will not assess the performance of staff outside of the official board process.
Con-1.6 / The board will annually monitor its own effectiveness and aim for governance excellence.
Con-2 /

Board Meetings

The board will meet a minimum of 4 times per year.
Con-2.1 / The board will establish a schedule of regular meetings at the first meeting after the Annual General Meeting.
Con-2.2 / The Chair or a majority of board members may call for a special meeting to address urgent issues.
Con-2.3 / Board members will notify the Chair if unable to attend a meeting.
Con-3 /

Board Meeting Process

Meetings will follow the board planning calendar which ensures that all board duties are incorporated into their annual work plan.
Con-3.1 / Board discussions will aim to build consensus leading to a decision.
Con-3.2 / Decisions will be formalized by a vote on a motion duly moved and seconded.
Con-3.3 / The will of the majority must be carried out while ensuring the minority is heard and respected.
Con-3.4 / All board members are expected to participate in all meetings.
Con-3.4.1 / Each board member has rights and power equal to every other board member and is entitled to voice an opinion.
Con-3.5 / Only one topic or motion will be considered at a time.
Con-3.6 / On meeting matters not specifically covered by bylaws or policies, Robert’s Rules of Order, will be followed.
Con-4 /

Board Meeting Agenda

The board will set the agenda for its meetings.Every board member will receive a draft agenda in advance of each meeting.
Con-4.1 / The Chair of the board will develop a draft agenda for every board meeting in advance.
Con-4.2 / The draft agenda will be circulated at least 7 days in advance of the meeting.
Con-4.3 / If a board member would like to add an agenda item, he or she will notify the Chair at least 2 days prior to the meeting.
Con-4.4 / Approval of the agenda by the board will be one of the first items of business at every meeting.
Con-4.5 / The Chair has the discretion to allow or disallow agenda additions after promulgation of draft agenda.on the date of the meeting. However, the board can insist that an item be added if that is the preference of a two-thirds majority of board members present.
Con-4.6 / Board members will receive adequate background information on every agenda item at least 2 days in advance of the meeting, unless it is added to the agenda as outlined in Con-4.5.
Con-5 /

Board Executive Committee

The Board will elect an Executive Committee comprising a President, Vice-President, Past President and Treasurer. The board will maintain clear descriptions of the duties of each Executive Committee member.Each member of the Executive Committee will serve the board and follow the board’s direction.
Con-5.1 /

President (Chair)

The President (Chair) will ensure that the board behaves consistently with its own rules and those legitimately imposed upon it from outside Royal Military Colleges Club of Canada.
Con-5.1.1 / The President (Chair) will normally chair board meetings. In the absence of the President, the Vice President will chair. If the Vice President is also not available, the President may appoint an alternate to serve in this capacity as needed.
Con-5.1.2 / The President (Chair) will manage the discussion and discern when the board is ready to make a decision.
Con-5.1.3 / The President (Chair) will prepare the draft agenda in consultation with other board members and the ED.
Con-5.1.4 / The President (Chair) will confer with the Vice-President (Vice-Chair) to ensure that the Vice-President is familiar with and informed about issues well enough to assist or replace the President if necessary.
Con-5.1.5 / The President (Chair) will be the public spokesperson for the board, unless someone else is appointed by the board.
Con-5.1.6 / The President (Chair) is the primary contact for the Executive Director to address issues not requiring an immediate board discussion.
Con-5.1.7 / The President (Chair) is the primary contact for the Executive Director to deal with issues not requiring an immediate board discussion.The President (Chair) has no individual authority to supervise or direct the ED.
Con-5.2 /

Vice-President (Vice-Chair)

The Vice-President of the board is the Vice-Chair and will perform the functions of the President in the President’s absence.
Con-5.3 /

Treasurer

The Treasurer shall provide oversight on the management of the financial operations of the Club.The Treasurer shall also have such powers and carry out such duties as the Board of Directors may prescribe.
Con-5.4 /

Past-President

The term of the Past President will match the term of the incumbent President. The Past President shall also have such powers and carry out such duties as the Board of Directors may prescribe. The Past President will normally be the Club’s representative on the RMC Foundation Board of Directors.
Con-5.45 /

Recording Secretary

The Executive Director will ensure that secretarial duties are performed by a Recording Secretary and that appropriate written documentation of the board’s decisions and general meeting decisions is completed.
Con-5.45.1 / The ED will ensure that the Records of Decision are prepared and circulated within 14 days following a board meeting. The Chair, Recording Secretary and ED will sign the document.
Con-5.45.2 / The ED will ensure that the policy and procedures manual is up to date.
Con-5.45.3 / The ED will ensure that all documentation of board business is up to date and in compliance with legal obligations.
Con-6.0 /

Board Committees

Board committees are mandated to support the board. Committees will be established and perform the tasks as articulated in their Terms of Reference.
Con-6.1 / Board committees may not speak or actfor the board except when formally given such authority for specific purposes within a limited timeframe.
Con-6.2 / Committee reports to the board will be written and available for circulation to all board members at least 2 days prior to the board meeting at which related matters will be discussed.
Con-7 /

Board Expenses

Board members are not normally entitled to any remuneration for carrying out duties as a member of the Board of Directors, unless approved by the Board of Directors.
Con-7.1 / If approved by the board, board members may be reimbursed for any direct expenses related to their involvement with the board. All reimbursement requests will be accompanied by receipts except for travel in personal vehicles.
Con-8 /

Confidentiality

Board members will not reveal, to anyone not normally present at board meetings, any confidential information that they learn during the performance of their duties unless so authorized by the board.
Con-9 /

Conflict of Interest

Board members must avoid conflict of interest with respect to their fiduciary responsibility. Failure to disclose a conflict of interest is a misconduct and will be dealt with accordingly.
Con-9.1 / Board members will declare their personal interest in any board agenda items and refrain from discussion and vote whenever there is a conflict of interest or a potential conflict of interest.
Con-9.2 / If the board perceives that a board member might be in a conflict of interest, the board may vote to restrict the member’s discussion and vote.
Con-10 /

Annual Board Work Plan

To fulfill its governance obligations, the board will establish and follow an annual planning cycle that ensures it provides regular direction to Royal Military Colleges Club of Canada and monitors the organization’s progress.
Con-10.1 /

Organizational Planning

The board will ensure Royal Military Colleges Club of Canada has a current, relevant strategic plan at all times.

II – Direct . . . Organizational Performance

Original Date / Reviewed/
Revisited

General Board Directive

The board is responsible to direct Royal Military Colleges Club of Canada in the interests of its members.
Dir-1 /

Strategic Planning

The board is responsible for Royal Military Colleges Club of Canada having a current, relevant strategic plan. The strategic plan will include a Vision and Mission statement and strategic goals.
Dir-1.1 / The board will review and update the strategic plan annually and re-calibrate strategic goals or measurable indicators of success at that time.
Dir-1.1.1 / The board will engage in an extensive strategic planning process at least every 3 years.
Dir-1.1.2 / The boardWe will have a collaborative approach with our partner organizations.
Dir-1.2 /

Strategic Priorities and Indicators of Success

Our resources will be focused on achieving results in areas of strategic priority.The board in collaboration with the management team determines indicators of success which are the primary measures of progress for each strategic priority.

III – Protect . . . The Interests of The Members

Original Date / Reviewed/
Revisited

General Board Directive

The board will not fail to protect the interests of Royal Military Colleges Club of Canada’s members.
Pro-1 /

Board Controls

The board will not fail to protect the interests of Club members by assessing and managing risk, setting policies, and monitoring operations.
Pro-1.1 /

Board Member Accountability

The bBoard members will not fail to be accountable to the board.The board will assign duties to individual board members to ensure accountability for its own conduct.
Pro-1.2 /

Audit Committee

The board will establish an Aaudit Ccommittee to arrange for and ensure full audit disclosure annually.
Pro-1.2.1 / The board will not fail to fulfill its role in aAudit cCommittee oversight.The board will:
Pro-1.2.1.1 / Appoint an Audit Committee comprising one board member and two members of Royal Military Colleges Club of Canada who are not on the board. The board will appoint the Treasurer and Executive Director as ex-officio members..
Pro-1.2.1.2 / Establish an Audit Committee of one board member and two members of Royal Military Colleges Club of Canada who are not on the board. The board will appoint the Treasurer and Executive Director as ex-officio members.
Pro-1.2.1..23 / Appoint the Chair of the Audit Committee.
Pro-1.3 / The Audit Committee will:
Pro-1.3.1 / Not fail to Aarrange for and ensure full audit disclosure annually.
Pro 1.3.2 / Ensure the financial statements accurately present the financial position and results of operations.
Pro-1.3.3 / Understand, facilitate, and update the full board on unresolved issues between management and the auditors that could affect the financial statements.
Pro-1.3.4 / Ensure there are adequate procedures for the timely preparation and review of the interim statements and other financial information.
Pro-1.3.5 / Ensure there are adequate internal management and financial information systems.
Pro-1.3 /

Board Financial Planning Parameters

The board will develop financial performance expectations for the next fiscal year at least 4 months prior to the beginning of the fiscal year.
Pro-1.3.1 / The bBoard will approve the Royal Military Colleges Club of Canada budget prior to the commencement of the next fiscal year.
Pro-1.4 /

Principal Risks

At least annually, the board will review the principal risks affecting Royal Military Colleges Club of Canada to determine if adjustments to the strategic plan are warranted.
Pro-2 /

Operational Limits

The ED will not cause or allow any practice, activity, decision, or organizational circumstance that is either unlawful, imprudent, or in violation of accepted business and professional ethics.
Pro-2.1 /

Prudent Management of Operations

The ED will not fail to manage operations in a prudent and effective manner.
Pro-2.1.1 / The ED will not fail to maintain a skilled, ethical, results-oriented workforce of paid and volunteer staff.In this regard, the ED will:
Pro-2.1.1.1 / Not fail to Ddevelop and implement processes to ensure that staffs have the skills necessary to fulfill their job requirements.
Pro-2.1.1.2 / Not allow staff to violate the standards of ethical conduct that are expected of employees.
Pro-2.2 /

Compensation & Benefits

With respect to employment, compensation, and benefits, the ED will not cause or endanger Royal Military Colleges Club of Canada’s fiscal integrity or public image.The ED will:
Pro-2.2.1 / Not change his or her own compensation or benefitswithout board approval.
Pro-2.2.2 / Not promise or guarantee permanent employment to people if it is not in Royal Military Colleges Club of Canada’s best interests.
Pro-2.3 /

Treatment of Staff

The ED will make every effort to ensure that all staff are treated with respect and dignity. The ED will:
Pro-2.3.1 / Make every effort to ensure Not allow or cause staff working conditions or hiring practices which are undignified, inequitable, unsafe, and in alignment with or in contravention of legislated employment standards.
Pro-2.3.2 / Make every effort to ensure Not allow staff are not to be exposed to unsafe or unhealthy conditions.
Pro-2.3.3 / Establish Not allow staff to be denied a due-process grievance procedure.
Pro-2.3.4 / Prevent Not allow staff from to being discriminated against or harassed.
Pro-2.3.5 / Not fail to eEnsure that all staff have an annual performance review.
Pro-2.4 /

Financial Condition & Asset Protection