COMMUNITY ADULT LEARNING PROGRAM OPERATING REQUIREMENTS TOOLKIT SECTION 1. GOVERNANCE

COMMUNITY ADULT LEARNING PROGRAM OPERATING REQUIREMENTS TOOLKIT SECTION 1. GOVERNANCE

1. Governance Governance has been defined as the art of steering an organization, ensuring that strategic goals are set, that the health of the organization is safeguarded, that key relationships are maintained and that the organization is accountable for its performance. (Adapted from http://www.boardsource.org) Good governance is: A Board or decision-making body that functions well Clarity of purpose Transparent and open processes Effective Board-employee relations Accountability to members, funders and the community Effective accountability, a crucial element of good governance, is based upon five principles: 1. Clear roles and responsibilities 2. Clear and realistic expectations 3. Expectations balanced with resources (authority, skills and funding) 4. Credible reporting: useful, timely information on activities and accomplishments; reporting both ongoing and at end of projects or fiscal year 5. Reasonable adjustment: annual review of performance relative to expectations, learning from that review, and implementing what has been learned by adjusting activities and/or partnership as needed (Adapted from The Partnership Toolkit: Tools for Building a Sustaining Partnership, 2001.) Terms of reference, by-laws, written agreements and policies are the underpinnings of good governance and provide the map to steer an organization. Fall 2003 Section 1. Governance Page 9

Questions to think about How would we rate the governance of our organization? To whom are we accountable? Does our organization have current by-laws, policies and procedures in place? Resources Alberta Community Development Board Development Program staff will consult on an individual basis or facilitate group workshops on Board governance at no cost to your organization. Email: bdp@gov.ab.ca Phone: (780) 427-2001, using 310-0000 to access this number toll-free Page 10 Section 1. Governance Fall 2003

NOTE: All Councils, incorporated or unincorporated are expected to have written policies and procedures. Policies must cover the components, such as membership and officers roles, outlined in these sample by-laws. CALP POLICY AND OPERATING REQUIREMENTS Page 14 Community Adult Learning Councils 6.1 Mandate Within the Community Adult Learning Program Policy (2001) and Council mandate, Councils are responsible for determining their by-laws, structure and decision-making processes and for developing operational policies and procedures. 1.1 By-laws All organizations require sound and consistent practices, written policies and procedures. These may be in the form of policies and/or by-laws. By-laws are required for societies incorporated under the Societies Act. They outline the governing rules and regulations of the organization. The Alberta Government Corporate Registry provides a template for basic by-laws for a society. They include: Membership application process, fees, withdrawal, expulsion Chair or President Board of Directors Secretary Treasurer Auditing Meetings annual meeting, quorum Voting Remuneration Borrowing Power Updating Policies or By-laws how to rescind, add or alter by-laws Changes to by-laws need to be approved by the membership of the association and submitted to the Corporate Registry. For this reason, by-laws are often kept more general and details are spelled out in policies, which can be more easily changed. Resources Alberta Government Society By-laws http://www3.gov.ab.ca/gs/pdf/reg3028.pdf Or call Corporate Registry (780) 427-2311 and then press "3" on a touch-tone phone. You can access this number toll-free by calling 310-0000. Fall 2003 Section 1. Governance Page 11

REVISED SAMPLE ASSOCIATION BY-LAWS ARTICLE 1 MEMBERSHIP 1.1 There shall be two categories of membership in the Association: 1.1.1 Organizational members, who shall be any organization offering or declaring an interest in adult lifelong learning opportunities in the community. 1.1.2 Individual members, who shall be any person who has attained the age of eighteen (18) years and who subscribes to the Association s purpose of adult lifelong learning in the community. 1.2 Membership in the Association shall become effective upon receipt of the annual membership form and required documents. 1.3 The membership year shall be the calendar year and fees shall be determined by the Board of the Association. 1.4 Membership in the Association and all rights and privileges attached thereto, shall cease under the following circumstances: 1.4.1 Upon receipt of written notice of resignation to the Chair from the member; 1.4.2 Being in default with respect to the receipt of the annual membership form and required documents; 1.4.3 Being expelled from membership by reason of undertaking activities that are not consistent with the purpose of the Association, or ceasing to be a member of the membership category for any reason. Page 12 Section 1. Governance Fall 2003

1.5 Expulsion shall proceed as follows: 1.5.1 Notice of intention to expel shall be served on the member in writing, with such notice to state the grounds of expulsion; 1.5.2 Expulsion shall be upon a majority vote of the Board of Directors at a regular or special meeting of the Board; 1.5.3 The member shall be notified in writing of the Board s decision; 1.5.4 Where a negative decision is rendered, the member may appeal the grounds for expulsion by notifying the Chair within ten (10) working days of his or her intention to do so; 1.5.5 The member s appeal shall be heard at the next regular Board of Directors meeting following the meeting of the Board at which the expulsion decision was rendered. ARTICLE 2 - VOTING RIGHTS 2.1 Each member in good standing shall have one (1) vote on all questions put to the members at any general meeting of the membership. 2.2 Any motion, except for a motion to amend the by-laws or a motion to dissolve the Association, shall be deemed to have carried by receiving a simple majority of votes from the members present. 2.3 Voting shall be by a show of hands unless any member present shall request a ballot. 2.3.1 Where a ballot is requested by a member, it shall be a secret ballot. The Coordinator of the Association shall serve as the Returning Officer. ARTICLE 3 - MEETINGS OF THE MEMBERSHIP 3.1 Members shall be notified of any general meeting of the Association not less than fourteen (14) days in advance of the scheduled date of the meeting. 3.2 Notice of a general meeting shall include: 3.2.1 The purpose, place, day, and time of the meeting; 3.2.2 A provisional agenda; 3.2.3 Notices of motions/resolutions to be put before the membership. 3.3 Notice of meeting shall be by mail or electronic media to the member s address as noted in the records of the Association. Postmark or dated electronic media no less than fourteen (14) days in advance of the scheduled meeting shall be used to confirm delivery of the material. Fall 2003 Section 1. Governance Page 13

3.4 A minimum of one (1) general meeting will be held each year. 3.5 There shall be an Annual General Meeting, which shall be held not more than ninety (90) calendar days after the end of the Association s fiscal year. 3.5.1 The business of the Annual General Meeting shall be: 3.5.1.1 Minutes of the previous Annual General Meeting; 3.5.1.2 Chair s report; 3.5.1.3 Treasurer s report, which shall include presentation of the financial statements and the accountant/auditor s financial review/report; 3.5.1.4 The appointment of the accountant/auditors for the next fiscal year; 3.5.1.5 Committee reports; 3.5.1.6 The Election of Directors & Standing Committee Members. 3.6 Quorum at the Annual General Meeting, General Meetings or Special Meetings shall be thirty (30) percent of the members. 3.7 Special Meetings of the members to consider questions other than those put before the Annual General Meeting or General Meetings shall be called under one of the following two conditions: 3.7.1 Where the Board of Directors deems an issue of significance to the entire membership is such that it requires debate; 3.7.2 Where members petition the Board of Directors to call such a meeting; a members petition to the Board of Directors shall require the signature of at least ten (10) voting members in good standing, served to the Chair of the Association. 3.8 The Board of Directors shall provide fourteen (14) days notice of the Special Meeting to Members. 3.9 Notice of Meeting shall be by mail or electronic media to the member s address as noted in the records of the Association. Postmark or electronic media mark no less than fourteen (14) days in advance of the scheduled meeting shall be used to confirm delivery of the material. Page 14 Section 1. Governance Fall 2003

3.10 Only the question stated in the Notice of Meeting shall be put to the members at the Special Meeting. 3.10.1 Notice of a Special meeting shall include: 3.10.1.1 The purpose, place, day, and time of the meeting; 3.10.1.2 A provisional agenda; 3.10.1.3 Notices of motions to be put before the membership. 3.11 Robert s Rules of Order shall govern the conduct of meetings. ARTICLE 4 - BOARD OF DIRECTORS 4.1 There shall be a Board of Directors elected from the Members consisting of not less than five (5) individuals and not more than ten (10) individuals. 4.2 The Board of Directors shall be charged with the governance and management of the Association on behalf of the members. 4.3 The term of service of a Director shall be a three (3) year term, commencing upon the dissolution of the Annual General Meeting at which a Director is elected. 4.4 There shall be a limit of two (2) consecutive terms, interim appointments not considered. 4.5 Where an incumbent Director s position becomes vacant during a term, the Board of Directors may appoint an Interim Director to the position. 4.6 Interim Directors shall serve from the date of appointment by the Board until the next Annual General Meeting. 4.7 A Director shall be deemed to have vacated his or her position under the following circumstances: 4.7.1 Upon delivery of a letter of resignation to the Chair; 4.7.2 Upon absence without cause for three (3) consecutive regular Board meetings; 4.7.3 Upon taking up regular or term employment with the Association; 4.7.4 Upon being expelled by a resolution of the Board. Fall 2003 Section 1. Governance Page 15

4.8 Notice of Intention to Expel from the Board of Directors shall be served in writing at least twenty-one (21) days in advance of the Board meeting at which the expulsion shall be voted upon, and shall state the grounds of expulsion. 4.8.1 A Director under notice of Intention to Expel shall have the right to contest such notice at the Board meeting at which the expulsion is to be voted upon. 4.8.2 Expulsion shall be deemed to have occurred upon the passing of a motion by a simple majority of Directors. 4.9 The Board of Directors shall meet at least six (6) times per year. 4.9.1 Notice of meetings of the Board shall be in writing not less than five (5) days prior to the meeting. Notice may be served by mail or electronic media and shall include relevant supporting material upon questions to be put forward. 4.9.2 Quorum at meetings of the Board of Directors shall be fifty (50) percent plus one Director. 4.9.3 Each Director present shall have one (1) vote on all questions put forward. 4.9.4 Voting shall be by show of hands; a simple majority vote shall decide the outcome of all motions. 4.10 No director shall receive remuneration of any type from the Association for the performance of his or her duties. 4.11 The Association upon presentation of receipts shall reimburse reasonable prior approved expenses incurred in the execution of Association duties. 4.12 The Association will purchase and maintain Directors and Officers Liability Insurance. ARTICLE 5 - OFFICERS OF THE BOARD OF DIRECTORS 5.1 At a special meeting of the Board of Directors commencing immediately upon the adjournment of the Annual General Meeting, the Directors shall appoint officers from their membership. 5.2 The Officers of the Association shall be: 5.2.1 The Chair, who shall preside at Board of Directors meetings, shall sit as an exofficio member on all other Standing Committees of the Board and make any official statements to the media; 5.2.2 The Vice-Chair, who shall act in the capacity of Chair when the Chair is not available; Page 16 Section 1. Governance Fall 2003

5.2.3 The Treasurer, who shall be responsible for the financial records of the Association; 5.2.4 The Immediate Past Chair, who shall serve in an advisory capacity to the current Board of Directors. 5.3 The Board of Directors, who shall be the custodian of the Seal of the Association and all of its official records, serves or causes to be served all required notices of meetings, records or causes to be recorded minutes of the meetings, prepares or causes to be prepared all official documents of the Association, acts as the registrar of members. 5.4 The Coordinator is appointed by the Board of Directors to serve as the administrative officer. 5.4.1 The Coordinator shall be an ex-officio member of all committees. In consultation with the Chair, the Coordinator shall direct the day-to-day affairs of the Association in accordance with general policies. 5.4.2 The Coordinator, with the authorization of the Board, shall be responsible for the safe keeping of the Seal of the Association and of all of its official records. ARTICLE 6 - STANDING COMMITTEES OF THE BOARD OF DIRECTORS 6.1 The Standing Committees of the Association shall be: 6.1.1 The Allocation Committee, appointed at the first meeting of the Board following the Annual General Meeting, shall consist of not less than five (5) and not more than eight (8) members. The Chair of the Allocation Committee shall be a member of the Board of Directors. In addition the Coordinator of the Association is an ex-officio member of the Allocation Committee. The Allocation Committee shall review funding applications with reference to the policies and guidelines of the Association and Alberta Learning and shall make funding recommendations to the Board of Directors. The Allocation Committee shall meet at least two (2) times during each fiscal year, and shall make a report of their proceedings at regular meetings of the Board of Directors and at the Annual General Meeting; 6.1.2 The Board Development Committee, appointed at the first meeting of the Board following the Annual General Meeting, shall ensure that there is a slate of suitably qualified nominees to fill positions put before the Annual General Meeting, by advance nomination and/or by nomination from the floor. The Board Development Committee shall locate Interim Board Members to complete vacated terms. Its membership shall consist of the Immediate Past Chair, one (1) other Director and one (1) member. The Board Development Committee shall meet at least two (2) times during each fiscal year, and shall make a report of their proceedings at regular meetings of the Board of Directors and at the Annual General Meeting; Fall 2003 Section 1. Governance Page 17

6.1.3 The Literacy Management Committee, appointed at the first meeting of the Board following the Annual General Meeting, shall promote literacy to the community at large, identify community programming needs, and direct the day-to-day management of the Volunteer Tutor Adult Literacy Program. Its membership shall consist of one member of the Board of Directors, who will be the Chair, and four other members with an interest in literacy. The Literacy Management Committee shall meet at least four (4) times during each fiscal year, and shall make a report of their proceedings at regular meetings of the Board of Directors and at the Annual General Meeting; 6.1.4 The Board of Directors shall form such standing or ad-hoc committees as it shall deem necessary to meet organizational objectives; 6.1.5 The term of membership on a standing committee shall be one year, commencing at the transitional meeting after the Annual General Meeting. ARTICLE 7 - BANKING 7.1 The Association shall conduct its banking business only with a chartered bank, trust company or credit union. 7.2 The Association shall maintain chequing accounts, savings accounts, investment accounts and safety deposit boxes as are required to safely manage and hold Associations funds. 7.3 The designated Officers of the Board shall sign all cheques drawn on the monies of the Association. 7.4 Only complete and original signatures of the signing officers shall be rendered on any official document. 7.5 The Association shall maintain a formal written agreement relating to financial matters with any organization with which it has a working relationship. ARTICLE 8 - BORROWING POWERS 8.1 The Association may borrow, raise or secure financial resources as are necessary to carry out the mission of the Association in any way it deems fit. 8.2 No Director or staff member of the Association may indebt the Association without being empowered to do so by a motion of the Board of Directors. ARTICLE 9 - FISCAL YEAR 9.1 The fiscal Year of the Association shall be January 01 through December 31. Page 18 Section 1. Governance Fall 2003

ARTICLE 10 - ANNUAL FINANCIAL REVIEW OR APPOINTMENT OF AUDITOR 10.1 The accountant/auditor for the next fiscal year shall be appointed by the members at the Annual General Meeting. 10.2 The term of appointment shall be for one year. 10.3 The financial books, accounts and records of the Association will be audited once each year by a duly qualified accountant or auditor. 10.4 A complete and proper statement of the books for the previous year shall be presented at the Annual General Meeting of the Association. 10.5 Persons selected to conduct the financial review or audit shall not be Directors or employees of the Association. 10.6 Any member, upon giving notice of at least two (2) working days to the Coordinator, may inspect the books and financial records of the Association. ARTICLE 11 - AMENDMENTS TO THE BY-LAWS 11.1 The By-Laws may be rescinded, altered or added to by a special resolution at a general meeting by: 11.1.1 Notice of the meeting with not less than twenty-one (21) days notice, specifying the intention to propose the by-law resolution and; 11.1.2 Approval of not less than seventy-five (75%) of those members in attendance; 11.1.3 A resolution proposed and passed as a special resolution at a general meeting of which less than twenty-one (21) days notice has been given, if all the members entitled to attend and vote at the general meeting so agree, or; 11.1.4 A resolution consented to in writing by all the members who would have been entitled at a general meeting to vote on the resolution in person. ARTICLE 12 - SEAL OF THE ASSOCIATION 12.1 The Board of Directors may provide a common seal for the Association to be retained by the Coordinator, and the Board of Directors shall have the power to destroy it, and substitute a new seal as required. Fall 2003 Section 1. Governance Page 19

ARTICLE 13 - DISSOLUTION OF THE ASSOCIATION 13.1 Dissolution of the Association shall be proposed by the Board of Directors only under two conditions: 13.1.1 Where the Association is no longer financially viable and it has been determined by the Board of Directors that financial viability will not be restored by ordinary means within a reasonable length of time; 13.1.2 Where the mission of the Association is deemed no longer viable and it has been Determined by the Board of Directors that there is no alternative mission that is appropriate. 13.2 At such time the Board of Directors has deemed continuance impossible under the conditions stated in 14.1.1 and 14.1.2, the Board shall call a Special General Meeting of the members to consider a Resolution to Dissolve. The Resolution to Dissolve shall state: 13.2.1 The reason for dissolution; 13.2.2 Plan for the distribution of remaining assets, if any. 13.3 Dissolution of the Association requires the Resolution to Dissolve to be approved by a majority vote of 75% of the membership in attendance at the Special Meeting. 13.4 Distribution of remaining assets shall be those which are residual after the payment of all outstanding liabilities including the return of unused portions of grants to funding bodies. These may include tangible assets and monetary assets. 13.5 Distribution of fixed assets shall only be to another organization in the community, which is registered under the Societies Act of Alberta or has charitable status as determined by Federal statute. Page 20 Section 1. Governance Fall 2003

NOTE: Councils need to be aware of what their by-laws and procedures are around membership and why they have been put in place. 1.2 Membership The general membership of a Council is made up of organizational members and individual members of the public. There are several alternatives for membership categories. A Council needs to give some thought as to who they want as members and who they want to be involved in decision-making. How restrictive or open should membership be? POSSIBLE EXAMPLES In one case, Associate membership is open to subgroups within an organization that already has an Organizational membership. CALP POLICY AND OPERATING REQUIREMENTS Page 7 Key Features 3.1 Community Adult Learning Councils Councils are voluntary associations comprised of five or more people who individually, or as representatives of institutions or organizations, are collectively responsible for the Community Adult Learning Program within a specific geographic area. Any interested individual in a community can become a member of a Council. (continued) In another case, where Organizational membership is only for non-profit organizations, Associate membership is open to for-profit organizations with an interest in community lifelong learning or a second representative from a member agency. Individual membership is for individuals who wish to be involved. A Council could include in its policies that a community organization, such as Family and Community Support Services (FCSS), is an Organizational member of the Council. If the employee representing that organization on the Council leaves, the organization can appoint another employee to represent them for the remainder of the year. Additional Points on Membership: Membership is generally renewed on a yearly basis (calendar year). Membership fees are not usually spelled out in bylaws. There may be a statement such as: Membership fees will be determined by the Board. Associate members may or may not be able to vote at meetings or hold office in the organization, depending on the by-laws. No member organization can have more than one vote on the Council decision-making body. (See CALP Policy and Operating Requirements Council Decision-Making Body 6.2 b) p. 15.) Fall 2003 Section 1. Governance Page 21

Rights and privileges of members may include: Receiving notice and attending meetings Voting at meetings Eligibility to hold office Eligibility to apply for funds (for Granting Councils) On small Councils, all members may be members of the decision-making body. In communities where a separate incorporated organization is responsible for volunteer tutor adult literacy services, that organization must be a member of the local Council. Obtaining members personal information falls under the Freedom of Information and Protection of Privacy Act (FOIP). You need to be clear what is the purpose of collecting the information. (See Section 8 Information Management) Questions to think about How do we encourage membership from diverse organizations? How do we recruit members? Should organizational membership be restricted to providers of adult learning or can they be other institutions or businesses that support the goals of the organization? Do we need an Associate category for membership? Who will have the right to vote? Do members represent the organization they are employed by or are they considered individual members? If they leave their job, can the organization transfer their membership to another employee? Will there be a cost for memberships? If so, what is an appropriate price so that anyone interested in participating is not excluded? CALP POLICY AND OPERATING REQUIREMENTS (CONTINUED) Page 14 Community Adult Learning Councils 6.1 Mandate Community Adult Learning Councils are non-sectarian, notfor-profit, voluntary organizations. As such, they are expected to maintain a broad based membership representative of the communities they serve. Council membership is open to any Albertan declaring an interest in adult education and working or residing within the Council s geographic area. Page 15 Council Decision- Making Body 6.2 b) A Council decision-making body, whether incorporated under the Societies Act or not, must ensure no member organization has more than one vote on the decision-making body. Page 10 Incorporated Organizations (other than Councils) Delivering Volunteer Tutor Adult Literacy Services Responsibilities 4.4 d) To maintain formal linkages through Community Adult Learning Council membership. Page 22 Section 1. Governance Fall 2003

Resources Alberta Government Society By-laws http://www3.gov.ab.ca/gs/pdf/reg3028.pdf Or call Corporate Registry (780) 427-2311 and then press "3" on a touch-tone phone. You can access this number toll-free by calling 310-0000. Alberta Community Development Board Development Policy Development Newsletter (available online at http://www.cd.gov.ab.ca/building_communities/ volunteer_community/resources/index.asp) Board Development self-guided workbooks Drafting and Revising Bylaws for Not-for-profit Organizations in Alberta (booklet or available online through Alberta Community Development website above) Fall 2003 Section 1. Governance Page 23

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NOTE: These samples can be adapted to fit any decision-making body. Even if you are not an incorporated society and do not have a Board, you still need to have job descriptions. 1.3 Board Job Descriptions Decision-making bodies are responsible for the overall direction of an organization. In the case of incorporated societies, Board members have legal authority and the responsibility to act in the best interests of the organization. Board members, like staff of an organization, benefit from having job descriptions. (See 5.3 for a Coordinator s job description.) Value of a Job Description A written job description: Provides a framework for a position Defines the duties and responsibilities of Board members Clarifies roles and the commitment involved in the role Can be useful in recruiting and orienting new Board members and members of the decision-making body Serves as a guide in reviewing effectiveness and performance of the Board and in identifying Board development needs Board job descriptions, like any job description, need to be kept up to date and reviewed on a regular basis, if they are to be useful. They should be printed with a date on them as a reminder of how current they are. Components of a Job Description A job description typically contains the following: Position title Authority and accountability what authority the position has and who it is responsible and accountable to Term of office (Decision-making bodies may decide to limit the number of terms that one individual can hold a particular position. This will naturally depend on the size of the community and the pool of individuals to draw from.) Fall 2003 Section 1. Governance Page 25

Requirements of position (skills, expertise and expected contributions) Responsibilities or duties Expectations of Board Members Board members are expected to: Attend regular Board and committee meetings and any special meetings or events Understand the organization s mission and mandate Keep up to date on issues, community trends and needs Participate on committees as required Follow conflict of interest and freedom of information/confidentiality policies Review and be informed on financial and budget matters Questions to think about What job descriptions do we need? Are there other duties that we need to add to the job descriptions? How often will we review and update the job descriptions? Who will do it? How long should the term of office be? How long can a person remain in a particular position? Resources Alberta Community Development Board Development self-guided workbook series: Developing Job Descriptions for Board Members of Not-for-Profit Organizations (booklet or available online at http://www.cd.gov.ab.ca/building_communities/ volunteer_community/resources/index.asp) Page 26 Section 1. Governance Fall 2003

SAMPLE JOB DESCRIPTION FOR BOARD MEMBERS (for an incorporated society) SAMPLE ONLY ADAPT AS NEEDED Authority and Accountability: The Board is the legal authority for the Council. A Board member holds a position of trust and accountability, represents the membership and thereby the community, and is responsible for the governance of the organization. Term of Office: Board members are elected at the Annual General Meeting for a term of two years. They may be re-elected for a maximum of one additional two-year term. Interim appointments are not considered as part of the two-year term. Requirements of the position: To have an interest in and commitment to lifelong learning/continuing adult education To attend the Annual General Meeting and a minimum of six Board meetings per year To commit approximately four hours per month (preparation for meetings, meetings of Board and committee) To commit to the mission, mandate and work of the organization To keep informed of the organization s activities To follow conflict of interest and information management policies Responsibilities: Act as the decision-making body for the Council Govern the organization following the by-laws, terms of reference, policies and procedures approved by the Board Hire and participate in the annual evaluation of the Coordinator Develop priorities and goals based on community needs and funding requirements Review and, if appropriate, approve recommendations from Board committees and staff Participate in the annual planning process and review Be accountable to the community through the membership Be accountable to funders in meeting contractual obligations Assess the organization s effectiveness on a regular basis Work with staff in a respectful, positive and supportive way Understand the role of staff and respect the boundaries between Board and staff roles Maintain positive relations and regular contact with members and the community Officers (Chair, Vice-Chair, Treasurer, Secretary) have additional duties related to their position on the Board Fall 2003 Section 1. Governance Page 27

Evaluation: Board members will evaluate their own performance at the end of each year based on attendance, participation and performance of duties. Information Management: Any personal information that is collected about Board members will be treated in a manner that conforms to the organization s information management policy. Approval: The Personnel Committee will review the job description annually and make recommendations for changes. Approval Date Approved By Note: This sample could be adapted for an unincorporated society by changing the references to Board and legal authority. Page 28 Section 1. Governance Fall 2003

SAMPLE JOB DESCRIPTIONS FOR THE OFFICERS SAMPLE ONLY ADAPT AS NEEDED The job descriptions will need to be tailored to each organization. CHAIR Term of Office: A two-year term, appointed by the Board Specific Duties (beyond those for all Board members) It is the duty of the Chair to: Provide leadership to the Board Act as spokesperson for the organization Represent the organization at public/community events Represent the organization with funders and government officials Act as one of the signing authorities on behalf of the organization Chair Board meetings and encourage all Board members to participate Chair meetings of the membership, such as the Annual General Meeting and any special meetings Sit in an ex-officio capacity on all committees Set Board meeting agendas in consultation with staff and Board Ensure Board members receive the materials they need to do their job, including reports, meeting agendas and minutes Recognize Board and committee members for their work VICE-CHAIR Term of Office: A two-year term, appointed by the Board Specific Duties (beyond those for all Board members) Act in the absence of the Chair Take over as the Chair if the Chair resigns during the term of office Fall 2003 Section 1. Governance Page 29

TREASURER Term of Office: A two-year term, appointed by the Board Specific Duties (beyond those for all Board members) Provide regular financial reports to the Board, reading and interpreting budgets and financial statements for the Board Ensure that financial functions of the organization are carried out and that all necessary reporting and filing is done Ensure financial statements (audited, if required) are presented to the membership on an annual basis Act as one of the signing authorities on behalf of the organization Act as a resource to other committees SECRETARY Term of Office: A two-year term, appointed by the Board Specific Duties (beyond those for all Board members) Record and maintain minutes of Board meetings (in particular motions and decisions) and Board records Make sure there is a quorum at Board meetings Circulate minutes to all Board members and make corrections as necessary Carry out other correspondence as needed Ensure lists of Board members, committee members and organization members are kept current Page 30 Section 1. Governance Fall 2003

CALP POLICY AND OPERATING REQUIREMENTS Page 26 Councils with Volunteer Tutor Adult Literacy Services 7.4.2 Literacy Committees To assist Councils with their literacy programming responsibilities, Councils may wish to form a literacy committee. Literacy committees are standing committees of the Council decision-making body and should be described in the Council by-laws. 7.4.2 b) The Council decisionmaking body must approve a Committee Terms of Reference that specifies committee responsibilities, objectives, authority, composition, reporting, staff support and communication with the Council. 1.4 Committee Terms of Reference Terms of Reference are of value to all committees of an organization. They set the parameters for what a committee can and cannot do. 1.4.1 Committee Terms of Reference Organizations must decide what committees they need to carry out their work. Some committees will be standing committees, while others can be ad hoc. Ad hoc committees are formed to handle a specific situation, event or issue that is not included in the mandate of existing standing committees. An ad hoc committee is dissolved once its assigned work has been completed. Example: organizing a conference. Board committees are usually chaired by Board members. Association members who are not Board members and other community representatives may participate on committees as long as the by-laws do not state otherwise. Standing Committees Standing committees provide specialized assistance and advice to the Board on an ongoing basis. These committees may have considerable authority and responsibility to accomplish their objectives. Examples of standing committees: executive, personnel, program, nominating or board development Literacy Committees, as defined in the CALP Policy and Operating Requirements, are standing committees of the Council s decision-making body. (See 1.4.3 Literacy Committees) Fall 2003 Section 1. Governance Page 31

1.4.2 Terms of Reference for Committees The Board assigns authority to a committee to carry out specific tasks on its behalf through Terms of Reference. The Terms of Reference spell out the expectations of the Board and the accountability of the committee. Elements of a Terms of Reference The following are required in a Terms of Reference document: Committee Name Authority: scope of authority to make decisions or make recommendations give approval or give advice Responsible/accountable to: (who the committee reports to - how it communicates) Purpose or Objectives Composition: number of members, types of representation (Council, Board members, community etc.); length of term (usually 1 year); participation of staff (e.g. Coordinator) as nonvoting member Meetings: number of committee meetings per year Resources and Support: budget (e.g. shared expenses), services, facilities, staff support Duties or Responsibilities: tasks the committee is expected to accomplish Expectations of Committee Members Committee members are expected to: Attend meetings or notify the Committee Chair if unable to attend Familiarize themselves with policies and by-laws governing the organization Prepare for meetings by reviewing documents provided in advance such as the agenda, reports, minutes Participate in discussions and decision-making Fulfill the responsibilities identified in the Terms of Reference Page 32 Section 1. Governance Fall 2003

Questions to think about Do all our standing committees have Terms of Reference? Do the Terms of Reference adequately cover the role and responsibilities of the Committee? What commitment is there for reviewing them regularly? Who will review them? Resources Alberta Community Development Board Development: Standard Committee Terms of Reference and Committee Terms of Reference Worksheet (available online at http://www.cd.gov.ab.ca/building_communities/ volunteer_community/resources/index.asp) The following sample Terms of Reference for a Personnel Committee can be adapted for any type of committee. Fall 2003 Section 1. Governance Page 33

SAMPLE TERMS OF REFERENCE PERSONNEL COMMITTEE 1. Committee Name SAMPLE ONLY ADAPT AS NEEDED The Personnel Committee operates under the Albertaville Council. Hereafter it will be referred to as the Committee. 2. Committee Authority The Committee is a standing committee of the Board and is governed by the Council s bylaws and policies. It has the authority to make recommendations to the Board on personnel matters. 3. Accountability The Committee is accountable to the Board of the Council and is responsible for submitting quarterly reports. The Chair of the Committee or another non-staff delegate will attend meetings of the Council Board. 4. Objectives The Committee acts on behalf of the Board to deal with any personnel matters. Its objectives are: To provide direction to the Council on human resource matters To participate in and make recommendations on hiring any employees of the Council To conduct an annual employee performance review with input from the Board To review and make recommendations on job descriptions, including those of Board and committee members To review and recommend updates to human resource policies on a regular basis To deal with any personnel/human resource issues that arise To act as a resource on any personnel matters, including those related to volunteers 5. Composition 5.1 The Committee is made up of five members with experience and/or interest in personnel matters, including at least one representative of the Board. 5.2 The Chair of the Committee will be the Board representative. 5.3 Committee members are appointed for a one-year term and the new committee is appointed for the following year by the end of December. 5.4 One member of the Literacy Management Committee will sit on the Personnel Committee. Page 34 Section 1. Governance Fall 2003

6. Meetings 6.1 The Committee will meet a minimum of two times per year and more often, as needed. 7. Resources and Support 7.1 The Council will provide the Committee with meeting space and use of equipment such as photocopiers so that the Committee can carry out its duties. 7.2 The Council will cover Committee expenses such as photocopies and postage, if necessary. 8. Committee Responsibilities The Committee will: Maintain human resource policies and employee job descriptions and recommend any changes to the Board Create appropriate human resource procedures Conduct employee performance reviews on an annual basis Deal with any human resources issues that arise. Conduct periodic salary reviews Act as a resource on any human resource matters These Terms of Reference will be reviewed annually. Date Approved: Date for Review: Fall 2003 Section 1. Governance Page 35

1.4.3 Literacy Committees The Volunteer Tutor Adult Literacy Program (VTALP) is a vital component of the Community Adult Learning Program. In some communities, a separate society is responsible for VTALP and in other cases, a Council has the responsibility. The Alberta Learning CALP Policy and Operating Requirements indicate that Councils may wish to form a literacy committee to assist with their literacy programming responsibilities. There are two types of Literacy Committees as outlined in the CALP Policy and Operating Requirements: Literacy Advisory Committee Advisory committees are not decision-making bodies, but can carry out tasks within established parameters or prepare recommendations on literacy services for consideration by the Council decision-making body Literacy Management Committee The Council decision-making body may delegate responsibilities for the day-to-day management and decisions of the Volunteer Tutor Adult Literacy Service. Role of the Council Councils with Literacy Committees need to have a Terms of Reference for their Literacy Committee. They must also have human resource policies that apply to the Literacy Coordinator. Having a literacy representative on the Council s Personnel Committee is one way of providing consistency in practices in all areas of the Council s work. Councils can support literacy in the following ways: Cost share on administrative infrastructure (i.e., internet access, photocopying, phone etc.) Purchase capital equipment that literacy programs require so that their need to fundraise or find other income sources is reduced CALP POLICY AND OPERATING REQUIREMENTS Page 26 Councils with Volunteer Tutor Adult Literacy Services 7.4.2 Literacy Committees Two types of committees are possible: Literacy Advisory Committee Advisory committees are not decision-making bodies, but can carry out tasks within established parameters or prepare recommendations on literacy services for consideration by the Council decision-making body Literacy Management Committee The Council decision-making body may delegate responsibilities for the day-today management and decisions of the volunteer tutor adult literacy service. The Chair of the Management Committee should be a member of the Council s decision-making body. 7.4.2 a) One member of the Council decision-making body must be on the literacy committee to provide a direct link between the two bodies. b) The Council decision-making body must approve a Committee Terms of Reference that specifies committee responsibilities, objectives, authority, composition, reporting, staff support and communication with the Council. Page 36 Section 1. Governance Fall 2003

CALP POLICY AND OPERATING REQUIREMENTS Page 8 Local Roles and Responsibilities 4.1 f) Responsibilities of Community Adult Learning Councils include to ensure adequate support is provided to successfully implement the volunteer tutor adult literacy service, in communities where the Community Adult Learning Council is responsible for the volunteer tutor adult literacy service. Provide courses that meet the needs of VTALP learners (e.g., class 5 driving license using materials designed for low literacy learners, or courses on parenting, first aid using appropriate materials) Apply for RIA funding that benefits literacy learners (e.g., literacy and parenting skills) Encourage Council members to be aware of literacy issues and to refer literacy learners to VTALP Role of a Literacy Advisory Committee Members of a Literacy Advisory Committee: Promote literacy to the community at large Identify community programming needs Make recommendations and give advice to the decision-making body (e.g. on setting priorities and goals, annual budget progress towards achievement of objectives) Role of a Literacy Management Committee Members of a Literacy Management Committee: Promote literacy to the community at large Identify community programming needs Direct the day-to-day management of the VTALP Set priorities and goals for the program Develop an annual budget for Council approval Monitor finances Provide direction to the Coordinator Questions to think about What are the responsibilities of the Committee? Are there other programs (e.g., family literacy) that need to be reflected in the Terms of Reference? Fall 2003 Section 1. Governance Page 37

SAMPLE TERMS OF REFERENCE LITERACY ADVISORY COMMITTEE SAMPLE ONLY ADAPT AS NEEDED 1. Committee Name The Literacy Advisory Committee operates under the name of Albertaville Council. Hereafter it will be referred to as the Committee. 2. Committee Authority The Committee is a standing committee of the Council and is governed by the Council s bylaws and policies. It has the authority to make recommendations and give advice to the Council, as identified in the CALP Policy and Operating Requirements. 3. Accountability The Committee is accountable to the decision-making body of the Council and responsible for submitting quarterly reports to the decision-making body. The Chair of the Committee or his/her non-staff delegate will attend meetings of the decision-making body. 4. Objectives The Committee s objectives are: To promote literacy to the community at large To identify community programming needs To make recommendations and give advice to the decision-making body (e.g., on setting priorities and goals, annual budget progress towards achievement of objectives) 5. Composition 5.1 The Committee will be comprised of: Two members of the Council decision-making body Minimum three members-at-large Literacy Coordinator 5.2 The members-at-large will be recommended to the Council decision-making body by the Literacy Coordinator and appointed at the annual meeting of the Council. The members-at-large should be a balanced representation of the related sectors of health, education, social services, and community members with a genuine interest in literacy programming. 5.3 Committee members will be appointed for a one-year term. Page 38 Section 1. Governance Fall 2003

6. Meetings 6.1 The Committee will meet a minimum of four times annually. Two of the meetings will be designated as spring and fall planning sessions. A Committee calendar of meetings for the year will take into consideration the meeting dates of the Council and the decision-making body. 6.2 The agenda will be circulated prior to the meeting date. 6.3 Each meeting will be documented in minutes, circulated to the Committee members for review and submitted to the Council decision-making body upon approval. 6.4 Recommendation by the Committee will be made by majority vote. All members of the Committee will have one vote. Quorum will be 50% of the total number of committee members. 6.5 The Literacy Coordinator is a non-voting member of the Committee. 7. Resources and Support 7.1 The Council will provide the Committee with meeting space and the use of equipment such as photocopiers so that the Committee can carry out its duties. 7.2 The Council will cover Committee expenses such as photocopies and postage, if necessary. 8. Committee Responsibilities 8.1 The Committee supports the Literacy Coordinator in developing, marketing and delivering literacy programming for the community. The Committee provides community feedback in designing and reviewing literacy programming. 8.2 The Committee provides advice and makes recommendations on setting priorities and program planning. 8.3 The Committee provides advice and makes recommendations on the annual budget s progress towards achievement of the VTALP objectives. Date Approved: Date for Review: Fall 2003 Section 1. Governance Page 39

SAMPLE TERMS OF REFERENCE LITERACY MANAGEMENT COMMITTEE 1. Committee Name SAMPLE ONLY ADAPT AS NEEDED The Literacy Management Committee operates under the Albertaville Council. Hereafter it will be referred to as the Committee. 2. Committee Authority The Committee is a standing committee of the decision-making body and is governed by its by-laws and policies. It has the authority to make decisions and act on behalf of the decisionmaking body, as identified in the Alberta Learning CALP Policy and Operating Requirements (section 7). 3. Accountability The Committee is accountable to the decision-making body and is responsible for submitting quarterly reports to the decision-making body. The Chair of the Committee or his/her nonstaff delegate will attend meetings of the decision-making body. 4. Objectives The Committee acts on behalf of the decision-making body to conduct the day-to-day management of the Volunteer Tutor Adult Literacy Program (VTALP) through the Community Adult Learning Program of Alberta Learning and to support the objectives of that program. The Committee s objectives are: To promote literacy to the community at large To identify community programming needs To ensure that the program meets its objectives 5. Composition 5.1 The Committee is made up of five members with an interest in literacy, including a representative of the Council s decision-making body. 5.2 Committee members are appointed for a one-year term and the new committee is appointed for the following year at the first meeting of the decision-making body following the Annual General Meeting. 5.3 The Chair of the Committee will be the decision-making body representative. 5.4 The Literacy Coordinator and the Council Coordinator are non-voting members of the Committee. 5.5 Any committee member missing three consecutive meetings without just cause or notice shall be removed from the Committee. Any committee vacancy, as a result of resignation or removal, shall be filled by appointment of the Council decision-making body to carry out the remaining term. Page 40 Section 1. Governance Fall 2003