The Officers of the Society are the Chairperson, Vice- Chairperson, and Secretary/Treasurer.

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1 Executive Positions on the TDCSS Board of Directors Officers Duties of the Officers of the Society The Chairperson: The Officers of the Society are the Chairperson, Vice- Chairperson, and Secretary/Treasurer. At its first meeting after the Annual General Meeting, the Board elects from among the Directors, Officers for the duration of one (1) year. The Officers hold office for one (1) year. Upon re-election, or upon a successor being elected, the Board must elect from among the Directors to appoint a Member to that office. No Director will hold the same office for more than six (6) consecutive years. Supervises the affairs of the Board; When present, chairs all meetings of the Society, the Board and Committees; Is an ex officio member of all Committees, except the Nominating Committee; Acts as the spokesperson for the Society; Carries out other duties assigned by the Board. The Vice-Chairperson: Presides at meetings in the Chairperson s absence. If the Vice- Chairperson is absent, the Directors elect a Chairperson for the meeting; Stands in for the Chairperson at various functions when asked to do so by the Chairperson or the Board; Chairs the Personnel Committee; Carries out other duties assigned by the Board.

2 The Secretary/Treasurer The fiduciary responsibilities of the Secretary/Treasurer are: The Executive Secretary Assistant To review the audit engagement letter, audit plans timing, audit report and scope of the external audit, and to confirm the following: Ensure that the Society complies with the Societies Act; Ensure that the staff are following generally accepted accounting principles; Ensure that all statutory financial obligations are satisfied in a timely manner; Review all recommendations of the auditor and, where appropriate, recommend or ascertain that necessary corrective action has been taken; To review financial statements on a regular basis and distribute to Directors when required; To review all financial information issued by the Society prior to publication in an Annual Report or prospectus; To review with management, the auditor and, if necessary, legal counsel any significant litigation, claim or contingency which could have a material effect on the financial position of the Society; Files the annual return, changes in the Directors of the Society, amendments in the Bylaws and other incorporating documents with the Registrar of Companies; Makes sure all monies paid to the Society are deposited in a chartered bank, treasury branch or trust company chosen by the Board; Makes sure a detailed account of revenues and expenditures is presented to the Board as requested; Makes sure an audited statement of the financial position of the Society is prepared and presented to the Annual General Meeting; Chairs the Finance Committee of the Board; Carries out other duties assigned by the Board. The Executive Secretary Assistant under the direction of the Executive Director, and with the permission of the Board of Directors shall perform the nominal tasks as outlined for the Secretary/Treasurer as follows: Conduct the correspondence of the Society; Issue notices of meetings of the Society and Directors; Keep minutes of all meetings of the Society and Directors;

3 Have custody of all records and documents of the Society except those required to be kept by the Secretary/Treasurer; Maintain the Register of Members; Make sure annual membership fees are collected and deposited; Keep the Seal of the Society. Board Committees Establishing Committees The Board may appoint committees to advise the Board. The appointment of such committees must include a Terms of Reference for the committees, which specifically lists the purpose(s) of the committees and the limits of authority delegated to the committees by the Board. General Procedures for Committees Standing Committees A Board Member chairs each committee created by the Board. The Chairperson calls Committee Meetings. Each committee: Records minutes of its meetings; Distributes these minutes to Committee Members and to the Chairpersons of all other committees; Provides reports to each Board Meeting at the Board s request; Two days notice is mailed or delivered to each Member of the committee. Notices may also be made via telephone, fax or . The notice states the date, place and time of the Committee Meeting. Committee Members may waive notice; There must be a majority of the Committee Members present at a Committee Meeting to constitute a quorum; Each member of the committee, including the Chairperson, has one (1) vote at the Committee Meeting. The Chairperson does not have a casting vote in case of a tie. The Board will establish the following Standing Committee: Nominating Committee.

4 Delegation of Authority from Board to Executive Director Purpose: To clarify the roles and responsibilities of the Board of Directors and the Executive Director. To identify the areas of delegated authority from the Board as a whole to the Executive Director. The main role of the Board of Directors of the TDCSS is to oversee the legal and ethical provision contracted health and social services in Northwestern British Columbia. The Board exercises its authority at arm s length from the management and delivery of services. The scope of the authority delegated to the Executive Director is defined by the following policies and may be extended or curtailed at any time through subsequent Board policies. Practice Standards: The responsibilities of the Board of Directors of TDCSS are to: Establish, monitor and annually renew the philosophy, mission and objectives of the TDCSS on a regular basis. Establish, monitor and renew strategic goals for the TDCSS on an annual basis and ensure the budgets reflect those goals. Maintain the long-term fiscal health of the TDCSS. Approve annual business plans and budgets. Review financial reports quarterly and audited financial statements annually. Establish, monitor and renew the bylaws of the TDCSS and the policies of the Board of Directors on and annual basis. Orient and train new Board members. Hire and evaluate the Executive Director. Operate in compliance with all relevant legislation, regulations, established service standards, written codes of ethical conduct and contractual agreements. Avoid actual and perceived conflicts of interest and declare all potential conflicts. Establish, monitor and renew plans for risk management on a annual basis. Maintain open and regular communication with members and other stakeholders. Monitor the quality and outcomes of services of the TDCSS annually. Evaluate it s own performance annually. The Board delegates the authority and responsibility to the Executive Director to perform the following within the limitations set by the Board: Report to the Board of Directors regularly and as required on the following: Organize, direct, control and administer all agency

5 activities directly or though other reporting managers, consistent with Board approved agency policies, strategic plans, goals and objectives. This must be done within legal, statutory, constitutional requirements and within the philosophy of TDCSS. Establish all budgets and procedures. In addition, the Executive Director is granted the authority to approve policies and procedures in the areas of Operational: General, Health & Safety, Service Delivery and Human Resources. Allocate human, financial, capital and technological resources within approved limits. Manage the delivery and evaluation of all programs and services to a high standard of client based service delivery and in keeping with the mission, philosophy and objectives of the organization. Monitor and report on operational and financial performance in keeping with Society policy. Promote the activities and interests of the agency through contact with the community, business organization and the government. Provide vision, direction and leadership to the Senior Management Team and to the Board of Directors. Direct and guide positive and effective labour relations in keeping with the collective agreement. Develop and advocate for resources necessary to meet the needs of the individuals we serve and their families and program staff. Performing all duties in a lawful and ethical manner, in accordance with the TDCSS philosophy, commonly accepted business practices and established professional and service standards. Key Duties and Responsibilities Executive Director Managing relationships with key stakeholders, including the individuals we serve, staff, the union, government officials, funders, donors, Board members, members, volunteers and families/caregivers. Promotes the agencies mission, philosophy, services, funding needs and value to the community. Represents the agency at community and other official functions. Communication on behalf of the Society with the media or delegates this authority. Participates on various task forces, working groups and other committees as an agency advocate and to facilitate the Society s contribution to the Northwest or delegates this task..

6 Strategic Planning and Management Ensure annual budgets implement the strategic goals Monitor and report on the achievement of strategic goals on a regular basis: Provide timely and accurate information on changes such as: consumer demographics, service utilization and government funding, policy and legislation as part of the environmental scanning process and input from stakeholders. Assist the Board in developing strategic plans and goals, mission, vision and values statements. Set new directions, develop new initiatives and program proposals in concert with Board direction. Service Planning and Management The Executive Director is responsible for ensuring the effective and efficient delivery of services to consumers and the community which include the following: Ensure all services are consistent with the agency mandate and policy, legal, contractual, budgetary and other requirements. Allocate sufficient resources to support the achievement of strategic and operational goals. Ensure the design and delivery of services are based on the best possible knowledge, evidence and practice. Monitor and report on the achievement of key outcomes for consumers and the community. Facilitate Board reviews, discussion and approval. Provide recommendations to the Board of Directors in regards to all matters. Financial Planning and Management The Executive Director is responsible for maintaining the short and long-term fiscal health of the organization. Prepares annual budgets for approval of the Board of Directors. Oversees and maintains control of approved budgets and expenditures. Ensure that the Board of Directors receives necessary financial reports and analyses in a timely manner and understandable format. Maintain adequate capital and operating reserves. Maintain adequate liquidity and flexibility. Allocate resources for competing budgetary needs in a manner that is consistent with Board-stated priorities. Performs cost benefit analysis as required. Undertakes contract negotiations and program proposals with funders. Ensures all plans are in keeping with the strategic goals.

7 Oversee major contracts made with the agency. Setting priorities, schedules and allocating resources. Oversee the development of major program shifts. Oversees the management of all facilities. Ensure that the business of the organization is carried out expeditiously. Risk Management The Executive Director is responsible for safeguarding the organization against undue risk. Conduct an annual review/assessment of TDCSS exposure to risk. Develop a written plan of action to reduce TDCSS exposure to risk. Report to the Board of Directors on the achievement of risk management outcomes. Establish and ensure that all professional, licensing or other monitoring requirements are in place to satisfy legal, regulatory and other requirements. Calculate the impact of legislative changes, resources needs and other matters of importance to the agency. Human Resources Management The Executive Director is responsible for making TDCSS an outstanding place to work. Ensure staff and volunteers are treated in accordance with the TDCSS mission, philosophy and objectives. Oversee the execution of performance appraisals, disicipline, grievance resolution, arbitration and termination or delegate this task. Involving the Board of Directors as necessary in these matters. Adhere to the spirit and wording of the collective agreement Comply with relevant workplace legislation, regulations and standards. Provide leadership in union negotiations and in interface with the Community Social Service Employers Association (CSSEA). Direct and monitor staff of the Administrative and Management Team and/or delegate this authority. Accountability Directs and controls the day to day operations and administration of the organization.

8 The Executive Director is accountable for the responsibilities conferred by the Board of Directors and by governing legislation, regulations, contractual agreements and professional bodies. Submit timely, accurate and understandable information and analysis on the cost, quality, outcomes and compliance of programs, services and other aspects of organizational performance. Submit written plans for corrective action, as needed. Submit year-end organizational performance, financial performance and compliance reports with recommendations for improvement, as needed, in the following fiscal period.