Toronto Children's Services Operating Criteria Board Governance Criteria for Agencies Incorporated as Non-Profit DRAFT ONLY Copyright in this document is owned by the City of Toronto and, subject to Canadian copyright law, may not be reproduced without the permission of the City.
Board Governance Criteria The Board Governance Criteria supports non-profit boards of directors in meeting the provisions required when an agency enters into a service contract with Children's Services. The Board Governance Criteria are presented in a way that allows operators to conduct a self-assessment and identify potential training needs. Non-profit child care operators in Toronto are required to include 10 provisions in their letters patent as a condition of entering into a service contract with Children's Services. These provisions are listed in Appendix A. Board members should familiarize themselves with this tool. Children's Services Consultants may request that a board member be present during the assessment. This tool is intended to be used in conjunction with the existing Administration and Financial Management Criteria to provide a full account of the organization's governance. Over time, all non-profit operators will be brought up to the standard identified in these criteria. It is important to note that these Board Governance Criteria do not form an exhaustive list of standards for a non-profit organization to function effectively and efficiently. It is the responsibility of organizations to make sure that their board effectively meets all legislated requirements and annual reporting requirements. Board Governance Criteria 2012 Page 2 of 14
Assessment Steps The Criteria is organized in three columns. Each column has specific requirements that must be met before moving to the next. The Assessor reads the expectations of the item and then moves across the column starting at column 1 by checking the boxes when the descriptors are observed or confirmed. Minimum Requirements: Column 3 Meets All is the minimum requirement for child care operators with a City of Toronto service contract. Children's Services Consultants will assist child care programs with a rating of 1 or 2 on any item through a targeted action plan. Child care programs are encouraged to focus on program improvement and may find the area of Exceeds (4) helpful in goal setting and long range planning. Column 1 (Does Not Meet ): The Assessor must be able to observe or confirm all of the descriptors in the column to score When the Assessor has observed or confirmed each descriptor, they place a check in the individual box(es) in each of the criteria items If the Assessor is able to check the box(es) in column 1, the item does not meet and the assessment stops. The Assessor circles a score of 1 on the far right. If the Assessor is not able to check the box(es) in column 1, the Assessor can move on to column 2. Column 2 (Needs Improvement): The Assessor must be able to observe or confirm all of the descriptors in the column to score When the Assessor has observed or confirmed each descriptor, they place a check in the individual box(es) in each of the criteria items If the Assessor is not able to check all of the box(es) in column 2, the assessment stops The Assessor circles the score of the last column where all the descriptors were achieved (all the boxes are checked). In this example (if not all the boxes in column 2 are checked), the score would be a 1 If none of the boxes are checked in column 1 and all of the boxes are checked in column 2, the Assessor can move on to column 3 Board Governance Criteria 2012 Page 3 of 14
Assessment Steps continued Column 3 (Meets ): The Assessor must be able to observe or confirm all of the descriptors in the column to score When the Assessor has observed or confirmed each descriptor, they place a check in the individual box(es) in each of the columns If the Assessor is not able to check all of the box(es) in column #3, the assessment stops The Assessor circles the score of the last column where all the descriptors were achieved (all the boxes are checked). In this example the score would be a 2 If none of the boxes are checked in column 1 and all of the boxes are checked in column 2 and column 3, the Assessor can move on to column 4. Column 4 (Exceeds ): When the Assessor has observed or confirmed each descriptor, they place a check in the individual box(es) in each of the columns If the Assessor is not able to check all of the box(es) in column 4, the assessment stops The Assessor circles the score of the last column where all the descriptors were achieved (all the boxes are checked). In this example the score would be a 3 If none of the boxes are checked in column 1 and all of the boxes are checked in columns 2, 3 and 4, the item has achieved a maximum score of 4. Board Governance Criteria 2012 Page 4 of 14
Name of Centre/Agency Date completed (DD/MM/YY) Board Governance 1. General Membership Does Not Meet No written definition on general membership is in place Needs Improvement Definition for general membership eligibility is written and is applied as written Meets Rules on general membership (as defined in bylaws) include: criteria for members' qualification; guidelines for members' suspension/termination; and members' voting power Exceeds There is a written method of recruiting and encouraging general members to get involved in the organization's activities. Score 1 2 3 General membership criteria for qualification are distributed to general members annually 4 Board Governance Criteria 2012 Page 5 of 14
Board Governance 2. Board Composition * Notes 2.3: categories of directors might include "ex-officio" or "honorary directors" ** Notes 2.3: Examples of standing committees are: financial, personnel, administrative etc. ***Notes 2.3 term of office refers to the term limit for directors) Does Not Meet No written procedure/rule on board composition is in place Needs Improvement Board composition rule is in place, is applied as written and is publicly accessible Meets Board composition rules and member names available in areas that are publicly accessible Rules for board of directors include: at least five directors no employees of the corporation or their relatives are directors criteria for board members' qualification guidelines for board members' suspension/termination terms of reference for board of directors that specifies their: o roles o categories* (if applicable) o authority o responsibilities terms of reference on each standing committee **(if applicable) term of office*** when and how the election, appointment and removal of officers take place board members' voting power signing authorities (minimum of 2, one of which is to be a board member) Exceeds Documented recruitment strategies to attract a diverse membership, including different types of expertise that are of value to the business of the organization (i.e. legal, accounting, early learning/child care/family support, etc.) Score 1 2 3 4 Board Governance Criteria 2012 Page 6 of 14
Board Governance Does Not Meet 3. Board Meetings No provision for board meetings are in place Needs Improvement Valid notice is provided 10 days prior to board meetings, indicating the date, time and place Meets Notice for meetings is publicly announced and posted (in each location for multi-site operators) 10 days prior to the meeting date Board holds quarterly meetings (minimum) Meetings meet quorum (as per bylaw) Meeting procedures are followed and evident in the minutes, including: o Agenda review o Conflict of Interest Declaration (when needed) o Review of minutes from the last meeting o Review of financial report o Any relevant reports and materials o Structure of the decision making process that includes a motion and voting process Exceeds Board meeting minutes are kept in areas that are publicly accessible Score 1 2 3 4 Board Governance Criteria 2012 Page 7 of 14
Board Governance 4. Annual General Meeting (AGM) ( *Notes 4.3: Repeal, amendment or reenactment of a bylaw could be required to have two-thirds of general members vote in favour, for example) Does Not Meet AGM is not held or is held but failed to meet the quorum Needs Improvement A notice for AGM is provided, and indicates the date, time and place 10 days prior to meeting AGM minutes have been approved by the board/general membership Meets Meeting notice is posted in areas that are publicly accessible and/or invitations indicating time and place were sent to members and parents 10 days prior Proxy voting requirements are documented in bylaws The board passes the following, which are reflected in its approval of the minutes: o Confirmation and/or election of the board of directors o appointment of auditor for the current year o previous year's audited financial statements are presented and approved o minutes from the previous year's AGM are reviewed and approved Exceeds The board has a written process for actively soliciting feedback from the organization's members at the AGM. Score 1 2 3 4 A clear bylaw sets a standard for repeal, amendment or reenactment of a bylaw Children's Services consultants are notified and invited to attend AGM 10 days prior to the meeting Board Governance Criteria 2012 Page 8 of 14
Board Governance 5. Administrative Responsibilities (*Notes 5.2: Refer to Appendix B for the full list of policies and procedures. **Notes 5.4: Ongoing training could include a Children's Services consultant speaking about a topical issue or an outside agency providing administrative development *** Notes 5.4: It is up to the board organization to decide a suitable committee to take this role) Does Not Meet Board Administrative responsibilities are not documented Needs Improvement Bylaws, policies* and procedures are dated Meets The board has established: Letters patent Bylaws Mission statement Human Resource Policy and procedures that monitor and supervise the supervisor, and outlines expectations in hiring, firing and performance of employees and volunteers A written protocol and procedures for interactions between management, staff, and board members The board annually holds board orientation for new board members The board fulfills its obligations to the organization by ensuring that all financial policy and procedures are current and relevant through an annual signoff Exceeds The board conducts a board performance review Ongoing training opportunities are provided for all board members ** At least one committee is accountable for maintaining and monitoring board administrative duties*** The Board conducts and documents the findings of an annual best practice review of bylaws to ensure that the organization complies with its regulatory/statutory requirements The board makes modifications where necessary with specified effective dates Score 1 2 3 4 Board Governance Criteria 2012 Page 9 of 14
Board Governance 6. Conflict of Interest and Code of Conduct Policy and Procedure (* Notes 6.3: Refer to Appendix C for examples) Does Not Meet No Conflict of Interest Policy is in place for board of directors Conflict of Interest Policy does not define "a person related to a director or officer" Needs Improvement The Conflict of Interest Policy defines "a person related to a director or officer" and includes the final statement provided in Appendix A Meets Conflict of Interest Policy includes: Purpose of the policy Clarifies that anyone serving as a director is subject to abide by this policy Examples of circumstances that present an actual or potential conflict of interest * Declaration of conflict of interest Steps to managing conflict of interest Sanctions for violations Code of Conduct includes: Definition for acceptable professional behaviour Whistleblower Policy to protect whistleblowers Exceeds The board requests and maintains a conflict disclosure form that requires all directors to fill out on an annual basis. New directors sign the conflict disclosure form when they join the organization. Score 1 2 3 4 With respect to remuneration, the bylaws state that: Directors serve without remuneration but may be reimbursed for reasonable expenses incurred in the performance of their duties Directors may not directly or indirectly receive any form of money or money's worth as a result of their position. Board Governance Criteria 2012 Page 10 of 14
Appendix A Non-profit corporations are required to include the following 10 provisions in their letters patent: a. The corporation shall have at least five directors b. No employee of the corporation may be a director of it c. The corporation shall not purchase goods or services from any director, officer or person related to a director or officer of the corporation unless there is only one available source of the goods or services within a reasonable distance of the day nursery d. The corporation shall not sell goods or services, other than child care services, to any director, officer or person related to a director or officer of the corporation e. The corporation shall not lend money to or borrow money from any director, officer or person related to a director or officer of the corporation f. The corporation shall not rent property to or from any director, officer or person related to a director or officer of the corporation g. The corporation shall not engage in any other transaction which may directly or indirectly confer a financial benefit on one of its directors h. The directors of the corporation shall serve as directors without remuneration but may be reimbursed for reasonable expenses incurred in the performance of their duties i. No director of the corporation shall directly or indirectly receive any form of money or money's worth as a result of his or her position as director j. Upon dissolution of the corporation and after payment of all of its debts and liabilities, the remaining property of the corporation shall be distributed or disposed of only to charitable or non-profit organizations which provide child care, which are beneficial to the community and which operate solely in Ontario. For the purposes of this document, a person is related to a director or officer if: i. The person is married to the director or officer ii. The person is living in a conjugal relationship outside marriage with the director or officer iii. The person is the son or daughter or mother or father of the director or officer iv. The person is a relative of the director or officer and they have the same home v. The person is a corporation and voting securities in the corporation that together carry more than 10% of the voting rights attached to all voting securities of the corporation outstanding at the time are beneficially owned directly or indirectly by any combination of: a. The director or officer b. Any of the persons referred to in clauses (i) to (iv), and c. The partner or the employer of the director or officer. Board Governance Criteria 2012 Page 11 of 14
Appendix B List of required policies and procedures from operators (policies and/or procedures marked with an asterisk (*) also appear in the Administration Criteria): Access and Equity Policy* Administering Medication Procedure* Admission Procedure* Attendance Practices Board communication strategy with management and staff Behaviour guidance policy and procedures* Code of Conduct policy and procedures (must include Whistleblower policy) Conflict of Interest policy and procedures Financial policy and procedures Human Resources Policy and procedures Reporting suspected cases of child abuse policy* Procedure for Fire and/or Other Emergencies * Purchasing policy and procedures Parent/ guardian communication and involvement strategy/policy* Sun Safety and Smog Alert Policy and Procedures* Serious Occurrence Policy* Withdrawal Procedure* Board Governance Criteria 2012 Page 12 of 14
Appendix C Outline of circumstances in which all board of directors must declare conflict of interest prior to voting: i. If there is "a person related to a director or officer" of the organization; (This is crucial when the board conducts performance management and reviewing HR policy and procedure) ii. If there is a relationship between signing authorities; and iii. If there is a relationship between board of directors and a third party contractor. Third Party Contracts may involve: professional fees; caretaking; food catering; major renovations; lease/rental agreements loan/borrowing agreements, or other subjects. When the relationships are declared in aforementioned situations, the organization should have appropriate remedies and procedures to deal with such conflict of interest Board Governance Criteria 2012 Page 13 of 14
Toronto Board Governance Criteria Section Score Sheet 1. General Membership 2. Board Composition 3. Board Meetings 4. Annual General Meeting Sections: Month/Year: Score: Month/Year: Score: 5. Administrative Responsibilities 6. Conflict of Interest and Code of Conduct Policy and Procedure Total (All items added together) Average (Total divided by number of items scored) Comments: Board Governance Criteria 2012 Page 14 of 14