Wellesley Institute

Board Governance Handbook

TABLE OF CONTENTS

1.Introduction

1.1.Purpose of the Governance Handbook

1.2.WI CHARTER

1.3.WI Governance Table of Organization

1.4.Supplementary Letters Patent

1.5.Governance Model

2.Board of Directors

2.1.Role and Responsibilities of the Board of Directors

2.1.1.General Role

2.1.2.Collective Responsibilities of the Board

2.1.3Individual Responsibilities of Board Directors

2.1.4.Confidentiality

2.1.5.Attendance

2.1.6.Conflicts of Interest and Duty

2.1.7.Director Compensation

2.1.8.Director and Officer Selection and Succession

Eligibility:

As per By-Law # 6 Section 6.2

2.1.9.Board Evaluation and Self-Assessment

2.1.10.Board Development and Orientation

2.1.11.Number and Term of Office

2.2.Officers of the Board

2.2.1.Chair of the Board

2.2.2.Vice-Chairs of the Board

2.2.3.Secretary

2.2.4.Treasurer

2.3.Chief Executive Officer

2.3.1.Board and CEO Limitations and Linkages

2.3.2.CEO Position Description, Appraisal and Evaluation

2.3.3.Tender Policy

3.Board Committees

3.1.Protocol for Board Committees

3.2.Committee Meetings

3.3.Standing Committees

3.3.1.Executive Committee

3.3.2.Finance and Investment Committee

3.3.3.Governance Committee

3.3.4.Research and Policy Committee

Research and Policy Committee (RPC) Terms of Reference

1.Introduction

1.1.Purpose of the Governance Handbook

This Handbook is to be used for the purpose of orienting Board Directors (“the Board”),and Committee members and, where appropriate, for introducing members or other stakeholders to governance at the Wellesley Institute (WI).[1]

Governance of WI, the Board, its members and committees is to be determined by the Act, the LP, the By-Law and policies, all as amended from time to time.

The Board operates its Board and Committee meetings under Wainberg’s Rules of Order. A copy is kept by the Board Administrator.

1.2.WI CHARTER

Philosophy

We believe…

…that Canada’s one tier, universally accessible health system is the fairest, most equitable and effective approach to ensure proper health care for all and that healthy urban communities result from a holistic approach to improving the social determinants of health as chosen by the Toronto Charter for a Healthy Canada; early life, education, employment and working conditions, food security, health services, housing, income and income distribution, social exclusion, the social safety net, unemployment and job insecurity.

…in a health system built on equality that serves the needs of all people regardless of race, ancestry, place of origin, colour, ethnic origin, disability, citizenship, creed, sex, sexual orientation, gender identity, age, marital status, family status, socio-economic status, receipt of public assistance, political affiliation, religious affiliation, record of offences or level of literacy as stated in the equity policy adopted by the City of Toronto.

…all members of the community benefit from the fundamental principles of healthy urban cities and that urban health is an inalienable right.

…we must be the champions for healthier urban communities and must be willing to engage all levels of civil society to achieve our goals.

Mission

We take as Our Mission the promotion of the health of urban communities

Vision

We act on this mission through the implementation of Our Vision. That is, to be a leader and catalyst for enhancing the wellness and health of the people of Greater Toronto Area and other urban communities.

Role

  1. Encourage and stimulate action that is initiated in the community and drives effective change in urban health public policy.
  1. Undertake and fund research, including community-based research, to support our vision for effecting change in urban health public policy.
  1. Ensure that our work encourages, builds, and improves the skills of our partners within the community, academia, government, and business. Similarly, ensure that we learn from our partners.
  1. Take a public stance and shape the agenda regarding the improvement of urban health with a willingness to take positions which may be unpopular as a corporation and as individuals, but stopping short of risking our beliefs, values and integrity.
  1. Affect urban health public policy by building capacity, encouraging and facilitating community mobilization, and leveraging partnerships among the public, private, not-for-profit and academic sectors.
  1. Work with partners who share similar attitudes, values, and beliefs on projects that result in the improvement of urban health and other benefits.

Outcomes

  1. As an organization we will always strive for continuous improvement, best practices, and innovation in all that we do as a policy advocate for urban health.
  1. We will become a catalyst for partnerships and change.
  1. We will act locally, but impact globally.
  1. We will create public policy impact.

1.3.WI Governance Table of Organization

  • The Board consists of a minimum of 3 and a maximum of 16 elected Directors, the precise number of which is fixed from time to time by special resolution of the Members. The number is currently fixed at 15.
  • There are 3 standing committees (“the Committees”) of the Board and such task forces ("the Task Forces”) as the Board from time to time may establish
  • The Chair of the Board is an exofficio voting member of all Committees and Task Forces
  • The Chief Executive Officer (“CEO”) is an ex-officio non-voting member of all Committees
  • Officers (“the Officers”) are: the Chair of the Board, Vice Chair(s), Treasurer, Secretary and CEO.

Standing Committees

1.4.Supplementary Letters Patent

(Attached)

1.5.Governance Model

The WI approved the social entrepreneurship model. An Executive Summary of the Governance Model is being prepared.

Revised February 2010

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2.Board of Directors

2.1.Role and Responsibilities of the Board of Directors

2.1.1.General Role

The governing body of the WI is the Board, which is described in By-Law Number 6 and the Supplementary Letters Patent.The Directors are individually and collectively responsible for ensuring that the organization follows the By-Laws, the Supplementary Letters Patent, and the established policies of the WI.The By-Law prescribes the duties, responsibilities and powers of the Board, the Officers and the Committees, and provides for various special activities and policies.The Supplementary Letters Patent describe the objects, powers, and special provisions of the Corporation.

The Directors areelected by the Members at the Annual General Meeting.Officers are appointed by the Board at the first subsequent Board meeting.Officers currently are the Chair of the Board,the Vice-Chair(s) of the Board, the Treasurer and the Secretary, andthe CEO. Other Officers may be appointed by the Board.

The Board is entrusted by, and accountable to, the members of the WI.Directors have a legal duty to act in accordance with the mandatory statutes as set out in federal and provincial legislation.Examples of these include the Federal Income Tax Act, the Charitable Institutions Act and the Corporations Act (Ontario).Special provisions in the Supplementary Letters Patent are applicable under various legislation pertaining to charitable organizations.

In general, the role of the Board is to oversee all the business and affairs of the WI and to provide strategic leadership to the organization.To this end, the Board works under a general model of social entrepreneurship. A primary responsibility is to establish, in collaboration with the CEO, the organizational vision, mission, values and approve the strategic plan.In addition, the Board must define, adopt, and ensure adherence to policies designed to manage its own affairs as well as the WI human and financial resources.

This involves activities related to three areas of organizational development and performance:Governance, Management, and Operations.

2.1.2.Collective Responsibilities of the Board

Governance: as per By-Law Number 6, Section 6.3

The Board shall govern and manage the affairs of the Corporation and, without limiting the generality of the foregoing, shall:

(a)develop and review on a regular basis the mission, objectives and strategic plan of the Corporation in relation to the provision of available resources of appropriate programmes and services in order to meet the objects of the Corporation;

(b)work collaboratively with community agencies and institutions in meeting the objects of the Corporation;

(c)establish the selection process for the appointment of the Chief Executive Officer, and appoint him or her in accordance with the process and ensure the ongoing evaluation of the Chief Executive Officer;

(d)ensure that staff and facilities are appropriate for the services provided; and

(e)review regularly the functioning of the Corporation in relation to the objects of the Corporation as stated in its Letters Patent and By-laws and demonstrate accountability for its actions to the annual general meeting of the Corporation.

(i)Governance

The Board of Directors is accountable for the survival, sustainability and well being of the organization.The mandatory responsibilities of the Board in this area are:

  1. To establish the organization’s vision, mission, values, and approve the strategic plan in collaboration with the CEO.

This involves being responsible for the organization’s future, as expressed in where the organization is going, how it will get there, and what it has to do to accomplish its goals, including establishing common values and a process to evaluate its progress. In addition, the Board is responsible for developing or ensuring the development of the By-laws and policies for shaping the overall direction and long-term planning of the organization.

  1. The Board is responsible foreffective member and community relations.

The Board must be aware of, and sensitive to, changing needs and pressures in the community. It should work cooperatively with WI stakeholders.

(ii)Management

The Board is responsible for effective management of its own affairs through periodic self-assessment. (See Section 2.1.10) In addition, the Board takes action and makes decisions so that there are sufficient and appropriate human and financial resources for the organization to accomplish its work.The mandatory responsibilities of the Board in this area are:

  1. To oversee the financial health of the organization.

The Board oversees all financial investments, revenues and expenditures, and is accountable to the Membersfor the management of all funds received and disbursed. The Board, through the Treasurer and in collaboration with the CEO, must establish policies and guidelines for the management of all business and financial affairs. It oversees the work of the organization and manages assets so as to protect its future.

  1. To oversee the organization has sufficient and appropriate human resources, especially including leadership.

The Board oversees the employment of all staff and is responsible for the appointment, evaluation and termination of the CEO. Through the Governance Committee, the Board is also responsible for recruiting, cultivating, selecting, and orienting volunteers to serve on the Board and the Committees.

  1. To oversee effective and efficient governance and operational linkages.

The Board is responsible for implementing governance structures and processes and for overseeing the operational and administrative processes of the WI,so that it works effectively and that all legal requirements are met.

In general, the Board is responsible for establishing the results or outcomes expected and empowers CEO to take necessary strategies and actions to achieve those results.All non-governance related management functions and tasks are delegated to the CEO and progress reports are provided to the Board on a regular basis.

  1. To provide individual expertise

Directors maybe called upon by the CEO or Board to provide specific expertise from time to time on matters concerning the operation of the WI.

2.1.3Individual Responsibilities of Board Directors

The Board relies on each Director to carry out specific individual tasks and obligations to meet its collective responsibilities to the WI.In general, all Directors are expected to:

  • Understand the vision, mission, values, and goals of the organization, and actively seek information related to the major issues, challenges, and opportunities which may affect success;
  • Be aware of the duties and powers of the Board and its Directors as set forth in the by-laws and established policies;
  • Knowthe Board’s legal, financial and social obligations and any matters of discussion with the Board as appropriate, raise; and
  • Contribute to the WI’s success within theirskills and interests.

2.1.4.Confidentiality

Confidentiality:

as per By-Law Number 6, Section 6.10

Every director, officer, and employee of the Corporation shall respect the confidentiality of matters brought before the Board, or before any Committee, or any matter dealt with in the course of that person's dealings with the Corporation.

It is the policy of the WI that some information, verbal or written, may be classified as strictly confidential and is to be used for internal purposes only. The Board may determine any discussion, issue, specific information, or decision taken on behalf of the WI to be confidential or restricted at any time and will classify it as such in the meeting minutes. This policy also recognizes the right of individual Members, Officers, Directors, Volunteers, and Staff to confidentiality of personal information.

All Officers and Directors, Committee Members, and Staff acknowledge that they may acquire information as may be necessary in the proper discharge of their duties, or as required by law, about certain matters and things that are confidential to the WI. All of the above persons agree not to disclose to any third party any information that is confidential, either during their service or following their service to WI. It is understood that a breach of confidentiality may result in disciplinary action.

Staff are required to sign the following Pledge of Confidentiality document on being hired and may be requested to renew that pledge from time to time as directed. All Directors, Officers, and Committee Members will sign this Pledge prior to beginning their service to the WI.

PLEDGE OF CONFIDENTIALITY

I understand that WI information to which I may have access is restricted to internal use and strictly confidential and is not to be communicated to any external person, group or organization, in any manner, except with the prior written permission of the Board of Directors and within the privacy laws of Canada.

Signed:______

Witnessed:______

Date:______

2.1.5.Attendance

It is the expectation of the WI that Directors will attend and participate in all meetings of the Board. This includes any special meetings designated by the Board. Directors who are members of Committees are expected to attend appropriate Committee meetings as well as to attend special events whenever appropriate.

Directors who are unable to attend required meetings or special events are expected to notify the CEO or the Board Administrator in advance of the scheduled meeting. Attendance for each Director is recorded in the minutes as present, regrets or absent, and is periodically reviewed by the Chair or Secretary of the Board.

2.1.6.Conflicts of Interest and Duty

Conflicts of Interest and Duty:

as per By-Law Number 6, Section 6.13

(a)It shall be the duty of every director who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Corporation to declare such interest to the extent, in the manner, and at the time required by the Act.

(b)Each director shall adhere to and abide by the Corporation’s Governance Policy regarding Conflicts of Interest and Duty, as the same may be amended from time to time by the Board, a copy of whichis currently in effect .

(i)Governance Policy regarding Conflicts of Interest and Duty

Conflict of interest and conflict of duty or loyalty are primarily matters of personal integrity, and the legal obligation and duty to disclose, or not to disclose, any such conflict is an individual responsibility.

Conflicts of interest may be addressed by disclosing the nature of the conflict and refraining from voting. No WI Director, Member, volunteer or employee shall engage in any activity that may result in personal gain, financial or otherwise, or is incompatible with the proper discharge of his/her duties and responsibilities.

Conflicts of duty or loyalty relate to the fiduciary obligation of Directors to act in the best interest of the WI and may arise when Directors are concurrently serving on the Boards of other corporations. Any such cross-appointed Directors must make the decision to disclose, or not to disclose, confidential information pertaining to a vital aspect of WI business based on the facts in any given situation. Potential conflicts of duty may be avoided by restricting the access of cross-appointed Directors to sensitive confidential information. In some situations, a Director may have no alternative but to resign from one or both corporations.

Individuals in the service of the WI are held to a high standard of conduct and must behave loyally and in a manner that is fully consistent with all vital aspects of its business at all times. Each Director, Member, volunteer and employee is held to a standard that may reasonably be expected from a person of his or her knowledge and experience. The greater the knowledge or expertise an individual brings to the WI, the greater duty of care and loyalty he or she must exercise.

The perception, identification and disclosure of an actual or potential conflict of interest, or lack of disclosure in the case of conflict of duty, is the key to compliance with this policy. The Chair of the Board is responsible for ensuring all individuals in the service of the WI are aware of the conflict of interest and duty policy. Concerns or complaints regarding contravention of this policy must be in writing and may be made by any person.

Three key principles are recognised in this policy:

  1. A Director, Member, volunteer or employee shall not use information obtained as a result of his or her position for personal benefit;
  1. A conflict of interest situation must be declared to the Chair of the Board at the earliest possible opportunity after the individual becomes aware of the perceived, potential or actual conflict; and,
  1. An individual in service to the WI may not divulge confidential information obtained as a result of his or her position unless legally required to do so. In the case of cross-appointed Directors the decision to disclose, or not to disclose, information must be based on the facts of the potential conflict in any given situation.
(ii)Definitions

Conflict of interest normally relates to a direct pecuniary [of, or relating to money] interest of the individual, either personally or through any member of his or her immediate family, including spouse or spousal equivalent, children or parents.