The Board of Directors has an obligation to represent the interests of all people served by the organization. It is therefore imperative that Board members do not favour special interests or try to gain special advantage for self, family, friends or supporters.
Board members need to focus on the broader goals and Mission of the organization with the intention of making decisions in the best interests of the membership and service population.
A. Personal and Professional Integrity - All Board members and volunteers of the organization must act with honesty, integrity and openness in all their dealings as representatives of the organization. The organization promotes a working environment that values respect, fairness and integrity.
B. Mission – The organization has a clearly stated Mission and purpose, approved by the Board of Directors, in pursuit of the public good. All of the organization’s programs must support the Mission. All who work for or on behalf of the organization understand and are loyal to that Mission and purpose. The Mission is responsive to the constituency and communities served by the organization.
C. Governance - The organization has an active Board of Directors that is responsible for setting the Mission and strategic direction of the organization and overseeing of the finances, operations, and policies of the organization. The Board of Directors by delegating through the CEO:
- ensures that its Board members have the requisite skills and experience to carry out their duties and that all members understand and fulfill their governance duties acting for the benefit of the organization and its public purpose;
- is responsible through the Executive Committee for the hiring, dismissal, and regular review of the performance of the Chief Executive Officer;
- ensures that authority must emanate from the full Board when acting together in a meeting respectful of process. Board members never exercise authority through individual member’s decisions;
- ensures that the CEO and appropriate staff provide the Board of Directors with timely and comprehensive information so that the Board can effectively carry out its duties;
- ensures that Board policies are clearly articulated and adopted;
- the Board ensures that the organization is knowledgeable of and complies with all laws, regulations and applicable legal conventions;
- ensures the organization and its subsidiaries manage funds responsibly. This should include the considerations such as balancing budgets, fundraising transparency and full and fair accountability to funders and the public;
- ensure the organization provides comprehensive and timely information to the public, the media, and all stakeholders and is responsive in a timely manner to reasonable requests for information within the parameters of the Privacy Act. All information about the organization will fully and honestly reflect its policies and practices; and
- ensures the organization has a policy of promoting inclusiveness and its staff, board and volunteers reflect diversity in order to be effective. The organization takes meaningful steps to promote inclusion in its hiring, retention, promotion, Board recruitment and constituencies served.
D. Authority to Speak for the Organization
The Board delegates the authority to speak publicly on behalf of the organization to the CEO as a sole spokesperson unless such authority is redirected by the Board in a given circumstance and on a given topic to a member of the Management Team.
E. Confidentiality Agreement
All Board members must sign a “Confidentiality Agreement” indicating they are committed to absolute confidentiality respecting all information related to the business and consumers of E3 Community Services.
F. Conflict of Interest By-Law
E3 By-Law 4.3-3 Directors Conflict of Interest
Every Director who, in any way, directly or indirectly, or who has a spouse who in any way, directly or indirectly, has an interest in a proposed or existing contract or transaction of the Association, shall make a full and fair declaration of the nature and extent of the interest at a meeting of the Board of Directors. In the case of a proposed contract or transaction, the declaration of interest shall be made at the meeting of the Board of Directors at which the question of entering into the contract or transaction is first taken into consideration, or, if the Director or his/her spouse is not at the date of that meeting interested in the proposed contract or transaction, at the next meeting of the Board of Directors held after he/she or his/her spouse becomes so interested.
In the case of an existing contract or transaction, the declaration shall be made at the first meeting of the Board of Directors after he/she becomes a Director or the interest comes into being. After making such a declaration no Director shall vote on such a contract or transaction nor shall he/she be counted in the quorum in respect of such contractor transaction. If a Director has made a declaration of an interest in a contract or transaction in compliance with this clause, he is not accountable to the Association for any profit realized from the contract or transaction. If a Director fails to make a declaration of his/her interest in a contract or transaction in compliance with this clause, he/she shall account to and reimburse the Association for all profits realized by him/her, directly or indirectly, from such contract.