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Caledon Chamber of Commerce New Board Orientation August 5, 2009 Facilitated by: Mr. John Dolbec CEO Hamilton Chamber of Commerce

Ten Basic Responsibilities Of Directors

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Facilitated by: Caledon Chamber of Commerce board orientation by Mr. John DolbecCEO Hamilton Chamber of Commerce

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Page 1: Ten Basic Responsibilities Of Directors

Caledon Chamber of Commerce

New Board Orientation

August 5, 2009

Facilitated by: Mr. John Dolbec

CEO Hamilton Chamber of Commerce

Page 2: Ten Basic Responsibilities Of Directors

Ten Basic Responsibilities of Directors

Determine the Organization’s Mission and Purpose

Page 3: Ten Basic Responsibilities Of Directors

As the designated leadership of the organization you are expected to:

Develop and approve a long term strategic plan (vision, mission, mandate, goals)Review the strategic plan annually for adequacy, accuracy, and validityDistribute the mandate widely so it is understood by the membersAssess programs and services to ensure alignment with strategic plan

Page 4: Ten Basic Responsibilities Of Directors

Review the Strategic Plan

Determine the organization’s strengths and weaknesses

Establish long term priorities

Establish objectives for current year

Determine capabilities and competencies requires

Provide funding

Page 5: Ten Basic Responsibilities Of Directors

Support the CEO and Assess Performance

Ensure that the CEOReceives frequent and constructive feedbackIs supported when board members overstep or misunderstand their rolesFeels that his/her performance is being assessed in relation to the board’s performanceIs introduced to community leaders/is invited to important social functionsIs complemented for exceptional initiativesIs encouraged to take personal and professional development for renewalReceives a comprehensive and objective performance review at least annually which focuses on the achievement of goals and objectives, mutually agreed upon in advance; to help CEO perform more effectively

Page 6: Ten Basic Responsibilities Of Directors

Ensure Effective Organizational Planning

To consult widely with stakeholders in the development of a long term strategic planTo translate the broad mission of the organization into objectives and goals that can be measured and accomplishedTo approve an annual business plan and budgetTo strike committees as appropriate for the implementation of the business planChair a committee/take a leadership role in a specific portfolio

Page 7: Ten Basic Responsibilities Of Directors

Ensure Adequate Resources

Provide adequate resources is an important board responsibility

Every board member must be a chamber member, a sponsor and a membership sales boosterEvery board member must list his/her contacts who can be helpful to the chamberRule of 3 G’s

Give, Get, or Get Off

Page 8: Ten Basic Responsibilities Of Directors

Manage Resources Effectively

Protect accumulated assetsManage current incomeHelp develop and approve annual budgetAuthorize an annual independent review of the financesEnsure the cash management controls are in placePurchase adequate liability insuranceMonitor the distribution of authority for financial decisions between board and staff Oversee investments

Page 9: Ten Basic Responsibilities Of Directors

Determine, Monitor and Strengthen the Organization’s Programs and Services

Ensure programs and services are consistent with the organizations strategic vision and missionEnsure that the programs and services are of high qualityEnsure that programs and services meet the needs and expectations of the membersSurvey to understand who participates, what are the participation trends

Page 10: Ten Basic Responsibilities Of Directors

Enhance the Organizations Public Standing

Board members must be ambassadors, boosters and advocates for the chamber and ensure a healthy and accurate public imageDevelop a chamber message which board members can deliver; stick to the messageIdentify the organization’s chief spokespersonNo board member should make statements on behalf of the chamber unless authorized to do so by the board

Page 11: Ten Basic Responsibilities Of Directors

Ensure Legal and Ethical Integrity and Maintain Accountability

Ensure adherence to all laws and regulations and ethical normsEnsure that sound personnel policies are in placeProvide your expert advice when called upon by the CEOEstablish conflict of interest and other policies to protect the organizationEnsure that all actions taken by the board are in full compliance with the bylawsEnsure an annual independent financial reviewPublish an annual report

Page 12: Ten Basic Responsibilities Of Directors

Recruit and Orient New Board Members and Assess Board Performance

Strike a nominating/governance/executive committeeDetermine the competencies and representations required on the boardDetermine what the ideal ‘balance’ board would look like; what competencies and representations are required?Identify gapsEvaluate the performance of the individual board members and do not nominate underperforming board membersConduct an orientation to acquaint board members with the chamber and with their role as a board memberPrepare a written job description for the board as a whole and for board members

Page 13: Ten Basic Responsibilities Of Directors

Role of Chair

Serves as chair at board meetingsIntermediary between board & the executive committee and chamber managementResponsible for board performanceProvides leadership to the board and executive committeeServes as the voice of the chamber on certain matters, as approved by the boardHolds the CEO accountable for the implementation of the objectives set out in the annual business planEnsures the ongoing advancement of the chamber’s vision and mission set out in the strategic planEnsures that required committees are struck and that the annual planning cycle is being followedActs as the chamber figure head at chamber events

Page 14: Ten Basic Responsibilities Of Directors

Role of CEO/President

Reports to the Chair and is responsible for achieving the objectives set out in the business plan and for achieving budgeted targetsIs responsible for all administrative functions of the organizationHires, manages, dismisses chamber staffSupports and resources the board and all committeesResearches issuesKeeps the Chair fully informed, particularly of unanticipated events and occurrences in key results areasResolves member related problems which impact upon the chamberResponds to the media on routine mattersMakes representations on behalf of the chamber to the media and to the public on routine matters and stand in for the ChairInterfaces with government at the bureaucratic levelProvides support to the ChairActs as corporate secretary to the board

Page 15: Ten Basic Responsibilities Of Directors

Statement of Individual Board Member’s Responsibility

Individual board members have no special privileges or authorities and must meet in a formal session to make decisions for the chamber

Why does the organization need a statement of individual board member responsibility?

1) To assist with the recruitment of new board members

2) To provide criteria by which the performance of existing board members can be evaluated

Page 16: Ten Basic Responsibilities Of Directors

General Expectations

Know the organization’s vision, mission, mandate, policiesPerform duties responsibly and honestly with due care and loyalty to the organizationSuggest suitable nominees for election to the boardAttend/support at Chamber events, membership meetings, delegations and community commitments ( fairs, parades etc.)

Page 17: Ten Basic Responsibilities Of Directors

General Expectations

Avoid conflicts

Serve the organization as a whole

Avoid the appearance of any conflicts that might embarrass the organization

Disclose possible conflicts in a timely manner

Maintain independence and objectivity

Page 18: Ten Basic Responsibilities Of Directors

Fiduciary Responsibilities

Read and understand the organization’s financial statements

Page 19: Ten Basic Responsibilities Of Directors

Membership development and sponsorship

Be on the lookout constantly for new members

Encourage your friends, customers and suppliers to become chamber members

Sponsor a chamber event

Page 20: Ten Basic Responsibilities Of Directors

Governance Principles for Non-Profit Organizations

Transparency

Fairness

Integrity

Effectiveness

Politically sensitiveA-political/Non-partisan

Page 21: Ten Basic Responsibilities Of Directors

Questions to Ponder