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Accountability andResponsiveness

to Membership

MODULE

Strengthening the Capacity ofMilitary Family Resource Centre

Boards of Directors

Strengthening the Capacity ofMilitary Family Resource Centre

Boards of Directors

The information contained in this module is intended to serve as a guideline only for MFRC Boards of Directors. The legislation under which MFRCs are incorporated and which guide the legal responsibility of the Board may be Federal or Provincial and vary from jurisdiction to jurisdiction. The onus is on the Board of Directors to be aware of the legislation that applies to their MFRC.

Requirements for such things as incorporation documentation, letters patent and bylaws will vary with the legislation in the jurisdiction in which the MFRC is incorporated.

Policies and forms presented in the modules are samples only. MFRCs are not required to use these documents. MFRCs are permitted to customize any samples contained herein.

Table of Contents

Introduction ......................................................................................................................................... 7Learning Objectives ........................................................................................................................... 8Overall Accountability of the Board of Directors ................................................................................. 8

Areas of Accountability ...............................................................................................................8

Board Accountability to Various Stakeholders .............................................................8

Board Accountability for Organizational Performance ..............................................10

Annual Cycle of Accountability .......................................................................................................... 10Community Relations .........................................................................................................................11

Reasons for MFRCs to Establish Effective Community Relations ..........................................11

The Role of the Board in Community Relations ........................................................11

Community Needs Assessment ........................................................................................................ 12Annual General Meeting (AGM) ....................................................................................................... 13

Quorum ......................................................................................................................................13

Components of the AGM ...........................................................................................................13

Annual Report ..............................................................................................................14

Managing Who Can Vote ............................................................................................15

Timing of the AGM ......................................................................................................15

Publicity and Invitations ..............................................................................................16

Venue ...........................................................................................................................16

Running the AGM ........................................................................................................16

AGM Agenda ...............................................................................................................17

Strategic Planning ............................................................................................................................. 20Program Review and Evaluation ...................................................................................................... 20Governance Review and Evaluation ................................................................................................ 21Annex 1 – Voting Procedure ............................................................................................................. 23Annex 2 – Sample Board Evaluation Form ...................................................................................... 24Glossary ............................................................................................................................................ 28

Strengthening the Capacity of Military Family Resource Centre Boards of Directors | MODULE 3 | Accountability and Responsibility to Membership 7

Introduction

The Board of Directors is responsible for the highest level of decision making and legal authority for the Military Family Resource Centre (MFRC). Being a Board member for an MFRC is a voluntary position; but to be a volunteer does not mean that the Board member is not accountable. Rather it means that the Board member believes in and supports the mission and vision of the MFRC and it means that you proudly want to be the “Strength Behind the Uniform”.

The Board of Directors is responsible in five key areas:

Vision, Planning and EvaluationThe Board establishes the MFRC’s mission, vision, values and direction. This includes planning for the future of the organization, developing goals that help move the MFRC toward its vision and monitoring how effectively the MFRC is achieving its strategic plan.

Financial Management and FundraisingThe Board is responsible for ensuring that sufficient financial resources are available to pursue the organization’s mission and goals. The Board oversees fundraising, fund allocation, and ensures the funds are accounted for appropriately.

Human ResourcesThe Board ensures the MFRC has sufficient human resources and is responsible for the conditions of employment. An MFRC Board hires, provides direction to and evaluates the performance of the Executive Director and delegates to that person, the authority for managing all other staff. The Board also ensures the capability, suitability and vitality of its own membership through Board recruitment and succession planning.

Community RelationsThe Board ensures effective community relations and responds to changing needs in the community. It develops marketing and communication strategies to promote awareness and is accountable to the community for the operations of the MFRC.

Organizational Operations and Self-governanceThe Board ensures that the organization and its directors are in compliance with legal requirements and that it has effective risk management practices in place. It ensures a strong Board structure is in place, and that the Board works effectively by acting in accordance with its constitution and bylaws, and governance policy.

This Board training module addresses the role of the Board in Community Relations and in being accountable to its members for the operations of the MFRC.ItalsotouchesontheBoard’sresponsibilityforself-governance.

Strengthening the Capacity of Military Family Resource Centre Boards of Directors | MODULE 3 | Accountability and Responsibility to Membership8

Learning Objectives

1. To be aware of the role of the Board in being accountable and responsive to the members and community.

2. To understand the cycle of governance activities that lead to Board success in its accountability role.

3. To be aware of a variety of accountability mechanisms and tools.4. To be aware of the elements of a successful Annual General Meeting (AGM)

Overall Accountability of the Board of Directors

The articles of incorporation of the MFRC place the responsibility for the organization on the Board of Directors. The Board as a whole, and its individual members, are answerable for all that the organization does and how it does it. The Board, therefore, is the focus of accountability.

Areas of Accountability

There are several areas of accountability for Boards of Directors.

Board Accountability to Various Stakeholders

Government and the Public at LargeIncorporated not-for-profits are subject to various federal, provincial and local government laws and regulations. The MFRC, therefore, is accountable to any government departments or agencies that administer these laws and regulations.

Examples of these types of legislation are:

• Incorporation• Human rights• Employment and labour standards• Employment and pay equity• Freedom of information and privacy• Occupational health and safety• Environmental

The Board is also responsible to the public at large as it is in a position of trust with public money. This is the fiduciary responsibility.

Fiduciary ResponsibilityFiduciary is a legal term that means you are in a position of trust. Typically, a fiduciary prudently takes care of money for another person.

Board members act primarily on behalf of the membership. The Board has the responsibility for funds entrusted to the MFRC on behalf of the funders. Therefore, the Board must act in good faith, trust and confidence and exercise high standards of care in managing the affairs of the MFRC. All Board members share in this fiduciary responsibility.


Funders and SupportersThe MFRC’s funders and other supporters have a right to know how their money is spent. They should receive reports on the activities and management of the programs they support.

Funders and supporters include:

• Military Family Services (MFS), • local Base / Wing Command, • other agencies such as United Way, • foundations, • corporate sponsors, and • individual donors.

Funders will have their own accountability tools, normally requiring regular reports at pre-determined periods, using their template tools, as outlined in their legal agreement with the organization.

Collaborators and PartnersOther organizations that partner or collaborate on programs represent a constituency to which your MFRC is accountable for what it agrees to provide. Examples might be:

• Personnel Support Programs (PSP),

• government departments or agencies who partially fund a program,

• service providers for mental health programs,

• service providers for employment programs, and

• other organizations with which the MFRC might have service delivery agreements to provide family support services to military families.

EmployeesPaid staff members and volunteers have a stake in the organization’s working conditions and performance. The Board is accountable to them through employment and volunteer legislation and policy.

Members and BeneficiariesPeople who receive the MFRC’s services have a right to know about the organization and its activities. There is an expectation of fairness and transparency in member relations.

HELPFUL HINT

Check Module 2 onLegal Responsibility for

more information.


Board Accountability for Organizational PerformanceThe Board monitors and is accountable for the overall organizational performance of the MFRC. Various performance indicators and measures are established by the Board in their governance activities.

Organizational performance matters include:

• mission, vision and values,• hiring the Executive Director, delegating authority to him or her and managing his or

her performance,• finances and fund development,• program delivery, and• community relations.

With the exception of human resources management pertaining to the Executive Director, the Board is accountable to report back to the members on these matters. This is often in the form of an Annual Report provided at the Annual General Meeting (AGM) but can also be provided on an ongoing basis through engagement with the members.

Annual Cycle of Accountability

The Board has many responsibilities throughout the year to fulfill its governance role to be accountable to the membership and other stakeholders.

• Community Relations: the ongoing activities that a Board performs to receive feedback and be responsive to the community.

• Annual General Meeting (AGM): the formal mechanism by which the Board accounts to the members. The annual cycle of accountability is ongoing and the AGM is both a summary of past activities and a catalyst to begin the next cycle of activities.

• Strategic Planning: the Board’s process of defining the strategy or direction and making decisions on allocating the MFRCs resources in accordance with this strategy.

• Program Review and Evaluation: the ongoing process the Board uses to ensure organizational programs and operations are linked to strategic targets and are effective in achieving those targets.

• Governance Review and Evaluation: the Board’s process of governance review to be accountable for its own operations.


Community Relations

The community within which an MFRC works is complex and diverse. It includes the military, the military civilian community and the civilian community at large. Developing and maintaining positive community relations throughout the year enables the Board to be more responsive and accountable.

Reasons for MFRCs to Establish Effective Community Relations

There are many reasons for, and benefits to establishing and maintaining positive community relations:

• promoting the MFRC’s purpose, goals and objectives, programs and activities,• fostering awareness, showcase accomplishments and provide opportunities for

involvement, • serving as a communications link for informing people of upcoming events, promoting

items of interest and providing newsworthy information, • developing a source of new Board members, • facilitating fundraising,• facilitating the creation of service partnerships,• developing corporate sponsorships of programs and activities, and• creating a welcoming community for CAF personnel and their families.

The Role of the Board in Community Relations The Board must ensure that the MFRC is responding effectively and efficiently to changing needs in its community. Developing marketing and public relations strategies to promote awareness of the MFSP and MFRC in the community is essential. This will facilitate the development of collaborative efforts with other organizations.

The Board should ensure that:

• It understands how it will measure community engagement by setting strategic targets. Is it increased membership, increased donors, increased volunteerism, and decreased complaints? These targets cannot be set unless there is a baseline and clear objectives aligned with the mission and mandate.

• It has defined the role it wants the community to play in the MFRC. This could include advocacy, volunteerism and providing financial support.

• The community is aware of the mission and purpose of the MFRC.• There is an MFRC presence in the local community and that Board members are

visible and actively engaged in the community as ambassadors of the program by being present at community events and being prepared to speak about the MFRC.

HELPFUL HINT

Developingandmaintainingpositivecommunityrelations

throughout the year enables the Boardtobemoreresponsive

and accountable.


• The community receives information on programs and services.• There are clear principles and objectives to guide any collaboration with other

organizations.• It is cognizant that the community may be inundated with information or suffering from

survey overload. Timing and method of communication and consultation should be carefully planned.

Methods of communicating with the community will vary, depending on whether the Board wishes to send or receive information and with what stakeholders it is communicating and may include:

• Face to face consultation. A good example of this is a focus group or town hall meeting.

• concentrated effort by all Board members to be visible in the community and listening to feedback from members.

• provision of information in multi-media formats, such as print (newsletters or ads) or electronic (email, Facebook, Twitter, LinkedIn, FamilyForce).

• organized community functions. These could be targeted toward the military community or the general civilian community depending on their purpose.

• Regular feedback to the Board from the Executive Director and staff.

Community Needs Assessment

A key goal of the Military Family Services Program is the active and meaningful participation of Canadian Armed Forces families in the development, delivery and evaluation of military family services. One way to deliberately engage Canadian Armed Forces families in military family services is through community needs assessments. Community Needs Assessments are effective in identifying and understanding the needs of communities so that Military Family Resource Centres ensure that their programs and services meet the demands of the families they serve.

For more information, please click here: https://www.cfmws.com/en/AboutUs/MFS/GovernanceandAccountability/Pages/Community-Needs-Assessment-Update.aspx

Facebook, Twitter, LinkedIn and familyforce.com web site.

HELPFUL HINT

Two-waycommunicationwiththe community is one element

ofdevelopingpositivecommunity relations.


Annual General Meeting (AGM)

The AGM is a formal meeting that demonstrates accountability to the membership and stakeholders. AGMs are held annually and present, to the membership, a summary of all the activities for the past year. AGMs are a legal requirement in all not-for-profit organizations

Each individual MFRC must have a section of its bylaws and/or constitution which deals with AGMs. This gives guidance as to how the AGM should be run and what matters should be dealt with. Although it is a formal meeting, it is also a good opportunity to communicate with members, clients, partners and other interested parties.

Quorum

A quorum is the minimum number of members that must be present to legally conduct business at a meeting. The MFRC’s bylaws will specify the quorum that is required for an AGM. The requirements for quorum may also be specified by the legislation under which the MFRC is incorporated. The quorum required for an AGM may differ from the quorum required for other types of governance meetings, such as Board meetings or committee meetings.

The AGM can proceed without a quorum but no motions can be passed. They can be discussed and agreed to in principle but must be ratified at a future meeting of the members where a quorum is present.

Components of the AGM

Unless otherwise stated by legislation, at minimum, the AGM must:

• Present the audited financial statements for the past year and allow questions from the membership. This is normally presented by the Board Treasurer. The MFRC’s independent auditor may be present to answer questions from the floor.

• Appoint an independent auditor.• Elect the Board of Directors. The

MFRC must have parameters for electing or appointing members of the Board, as well as the executive positions of the Board. This will vary depending on how the particular bylaws and governance policy of the MFRC are set up. The Board is accountable to its membership to be aware of the legislative requirements and to follow Board policy in electing or appointing members. It is never acceptable to have Board members electing themselves. This must be done by the membership.

HELPFUL HINTCheck Module 1 onFinancialOversightfor more information.


Other business at an AGM may include:

• A vote by the members on proposed bylaw changes. Legislation requires that any changes to bylaws must be voted on by the membership. The Board must ensure that the MFRC is compliant with the legislative requirements and its own governance policy for these changes.

• Presentation of an Annual Report that summarizes the accomplishments and activities of the MFRC in the past year. This is an opportunity to promote the MFRC and the activities of the Board.

Annual ReportThe Annual Report can be both governance and operational in nature and should summarize organizational performance. It could explain the link to the Base / Wing through the memorandum of Understanding (MOU).

https://www.cfmws.com/en/AboutUs/MFS/GovernanceandAccountability/Pages/default.aspx

The Canadian Institute of Chartered Accountants (CICA), in their publication “Improved Annual Reporting by Not-for-Profit Organizations”, states:

“Annual reports should answer some key stakeholder questions, including:

1. What is the purpose, mission and vision of the organization?2. What is the strategy to achieve the purpose/mission/vision?3. What were the goals for the year? How did actual performance compare with

expectations?4. What are the organization’s risks and opportunities?5. What were some of the financial and non-financial highlights during the year?6. What were the organization’s fundraising methods and outcomes?7. What is the organization’s plan moving forward? What does it expect to accomplish next

year?8. How is the organization structured and governed?”

The Board may also wish to highlight the relationship with MFS and the Base / Wing in the Annual Report, explaining the support the MFRC receives and the collaboration on service delivery through the MOU and Service Delivery Agreement (SDA).

The audited financial statements are usually included in this report. As well, the report would normally include:

• Presentation of plans for the upcoming year and future direction for the MFRC. The Board may wish to present its formal strategic plan.

• Summary of community engagement activities to demonstrate how the Board has been responsive through community consultation.


Some not-for-profit organizations also choose to use the AGM as a vehicle for recognizing specific achievements for staff or others, such as length of service or outstanding contribution of a partner organization. It is also a good vehicle in which to recognize other supporters of the MFRC, such as volunteers, other funders, donors and corporate sponsors.

The report can be used a recruiting tool to attract new Board members.

Managing Who Can VoteThe Board defines, through the MFRC’s bylaws and governance policy, the categories for membership and determines the voting privileges of each category of membership.

There can be more than one category of member, such as Regular Member and Associate Member. Who the MFRC serves is not necessarily the same as who can vote at its AGM. The MFRC, for example, may provide services to, but may not designate as eligible to vote:

• youth,• recipients of MFRC services such as foreign diplomats or the Royal Canadian

Mounted Police (RCMP), and• volunteers from the general community.

AGMs are often scheduled around a community event. It is critical, therefore, that there is a system for recording who is eligible to vote at the AGM. This can be done by maintaining a list of members eligible to vote, verifying at the AGM who is eligible to vote and providing voting cards or paddles so that those eligible to vote can be readily identified during the meeting.

The Board may consider other means of engaging members in the vote by creating in the bylaws methods for voting by proxy, email or other electronic means. These alternate methods of voting can be useful when members are scattered over several locations and unable to gather at a common location for the AGM.

It is also possible for the MFRC to have provisions for advance voting, electronic or other means of voting.

Timing of the AGMAGMs take place following the end of the MFRC’s financial year, once the appointed auditor has completed an audit of the financial accounts and systems. The timing of the AGM must also be in compliance with its bylaws and the legislation under which the MFRC is incorporated.MFRCs need to consider things such as posting season in determining when they are most likely to have a successful and well attended AGM. Planning the AGM around an event, such as a dinner, barbecue, family day, conference, or noted guest speaker, can lead to greater success. The AGM itself, if well planned, is very business-like and brief and can be followed by a social or celebratory activity.


PublicityandInvitationsOrganizations are required to give advance notice of the AGM. Its bylaws will state the number of days’ notice required and may state that the notice needs to be made public, e.g. through the local newspaper, and by writing to members a stipulated number of days prior to the event. A copy of the agenda and supporting documents should be sent along with the invitation.

Supporting documents will include:

• information about who is eligible to vote,• audited financial statements,• Annual Report, and• Backgrounder information for any decisions that need to be voted on by the

membership.

These could include a proposed slate of officers and, if there are bylaw changes proposed, a document comparing the old bylaws to the revised bylaws with explanations for the changes.

If the supporting documents are not sent out ahead of time there is the risk that members may chose to defer the vote until they have had an opportunity to consider the implications.

All Board and Committee members should attend. Normally staff and other volunteers are also encouraged to attend. Invitations may also go out to other stakeholders and those in the general community, such as local politicians and representatives for funders or corporate sponsors.

VenueIn order to encourage full participation of members, the venue needs to be as accessible as possible. Determine beforehand if attendees have particular requirements, e.g. wheelchair access, translation services. It is useful if the venue has a public address system and the capability for an electronic presentation.

Running the AGMThe AGM is normally conducted by the Board Chair. Some organizations secure the service of a parliamentarian to conduct the meeting.

Copies of the minutes of the previous AGM, the Annual Report and audited financial statements and any other papers should be available to all those attending, whether or not they have been sent out beforehand. However, minutes of the meeting must be taken. Normally this is done by the Secretary, who will make note of special guests and dignitaries who attend. It is very important to record the proper motions and voting on all decisions taken at the meeting and an accurate attendance list will be required for approval of the minutes of the AGM at the following AGM.

HELPFUL HINT

Check your bylaws to get information about quorum requirements.


AGM AgendaA typical AGM agenda will cover the following items:

• opening remarks / Welcome, • regrets,• establishment of quorum, • approval of the minutes of previous AGM,• business arising from the Minutes of the previous AGM,• presentation of Annual Report (Chair / Executive Director),• adoption of Annual Report,• presentation of audited financial statements (Board Treasurer / auditor),• adoption of audited financial statements,• appointment of auditors,• Election of Board of Directors,• Motions brought forward to the AGM,• bylaw amendments,• Other business (optional), and• closing remarks

RegretsRegrets from individuals who are unable to attend are read out and recorded.

Minutes / Matters ArisingMatters arising from the minutes of the previous AGM should be taken in the order they appear. The minutes of the previous AGM should be formally adopted by a proposer and a seconder, whose names should be recorded. Only those who attended the previous AGM may motion adoption and vote on the acceptance of the minutes of that meeting. If there is no one present at the AGM who was also in attendance at the previous AGM, a motion may be made to accept the minutes as an information item, but not approve them.

Presentation of Annual ReportThe Annual Report can be presented by either the Chair or the Executive Director.

Presentation of Audited Financial StatementsThe audited financial statements are presented by the Treasurer. It is a good idea to have the auditor present at the AGM and it is common practice to thank the auditor for their services.

Copies of the statements must be provided to those attending. The Board Treasurer should highlight some of the figures in the statements, provide any necessary clarification and give a general overview of the financial position of the MFRC. Questions from the floor should be invited for the Treasurer and/or auditor to answer.

A motion to adopt the audited financial statements is required and the membership votes on the acceptance of the motion.


Appointment of AuditorsPrior to the AGM the Board should have made a decision as to whether it wants to, or is able to, re-appoint the same auditor to audit the books the following year.

The Board recommends the appointment of the auditor and this is voted on by the membership.

Election of Board of DirectorsThe MFRC bylaws and governance policies will provide guidance on the election of Board members, including the length of time they should serve.

The Board should have a Board succession plan and recruitment process. (See Module 4 - Board Succession Planning and Recruitment) The bylaws should enable the Board to align election of Board members with the Board matrix and resultant succession plan. This includes:

• Whether the responsibility for bringing forward nominations is fully assigned to a committee for the Board’s final approval before going to the membership for approval or whether nominations may come from other sources.

• Whether or not the Board accepts nominations from the floor at the AGM. The disadvantage of accepting nominations from the floor is that it may not allow the Board to align Board members with its plan. The advantage is that it allows the membership to bring forward potential Board members that might not have been identified.

• Whether the membership elects the Chair and other officers at the AGM or they elect a slate of officers from which the Board appoints an executive at the first Board meeting following the AGM.

Board members assume their position and terms of office begin immediately following the AGM.

HELPFUL HINT

Check Module 1 onFinancial Responsibilityfor more information.


Voting ProcedureThe Board needs to have a clear understanding of voting procedures as stipulated in their bylaws prior to the AGM. Voting procedures should be explained to the membership in the documentation sent out prior to the meeting and again at the beginning of the meeting prior to any motions being accepted.

The Board may wish to pre-arrange for people to make critical motions at the AGM. These people must be members eligible to vote and should not be members of the Board. This is a procedural action to expedite proceedings and is not intended to influence voting in any way.

If the bylaws do not provide clear guidance on what to do in the event of a tie, then it is usual practice for the Chair to cast the deciding vote. See Annex 1 – Voting Procedure.

Motions Brought Forward to the AGMA motion to be put to an AGM should usually be received by the Board at an agreed amount of time prior to the AGM, so that it might be included with the documents sent out to those attending. Some organizations do not allow motions to be brought forward for the first time at the AGM.

Bylaw AmendmentsAny proposed amendments to the bylaws should also be on the agenda at the AGM, although these may be dealt with at a separate members’ meeting, if necessary. Amendments must have been discussed and agreed to by the Board and provided in advance to the membership. The Chair may wish to take a few moments to explain why the Board believes that the change is needed. Amendments are often made to update the bylaws to be compliant with new legislative requirements or to respond to new circumstances.

Other BusinessSome organizations choose not to include this on the agenda as it can double the length of a meeting and throw up many unexpected questions and comments. On the other hand, it can be a useful opportunity for those who are involved with, or interested in the MFRC to ask questions or raise concerns. Board policy could state that these items are welcome as long as they are presented within a specified period prior to the AGM.

Conclusion of BusinessThe Chair formally brings the meeting to a close by asking for a motion to adjourn.


Strategic Planning

The Board should develop a comprehensive strategic plan at least every three years. This plan should determine the direction and set goals for a three to five year period. The strategic plan, however, is not a static document. It should be monitored at regular meetings of the Board and adjusted as circumstances change. At the very least the Board should review the strategic plan once a year. All decisions made with regard to programming and allocation of resources throughout the annual governance cycle should be aligned with the strategic plan.

The Board needs to determine on what issues, and how, it will strategically consult community members. For example, will community members be involved in program or policy development or will this be through Board committees or through operational means?

The Board should solicit constant feedback from the community served in order to determine if the strategic plan is meeting community needs and organizational goals. One important mechanism used to report back to the community is the AGM.

The goals identified by a strategic plan provide direction for the Board and the MFRC and every effort should be made to accomplish them. If, however, the MFRC failed to reach some of the goals, it is incumbent upon the Board to explain to the membership why they were not met and what is being done to adjust the strategic plan. The Board is accountable to the community for the direction and accomplishments of the MFRC.

Program Review and Evaluation

The Board has a responsibility for the oversight and review of programs and operational policy. Prior to the AGM the Board needs to be able to identify accomplishments, progress in development or gaps in programming, and link organizational performance to strategic targets.

This is not to be confused with program evaluation regularly conducted by the staff of the MFRC. Rather it is a higher level review to ensure programs and policies meet the mandate of the MFSP, the strategic objectives of the MFRC and comply with the MOU and SDA. The Board also ensures that operational policies are responsive to the needs of the community.

The review may include a review of operational policies that deal with:

• accessibility of programs and services,• complaints procedures,• protection from harassment and discrimination,• confidentiality and protection of privacy, and• conflict of interest.

MoreinformationabouttheBoard’saccountabilityforprogramandoperational policyisavailableinModule2–LegalResponsibility:OtherLegalRequirements.


The Board has an opportunity at the AGM to present the MFRC’s accomplishments in improving operations. It may also provide an opportunity to address difficult decisions that have been made, such as the cancellation of a service because it was not viable or not aligned with strategic goals.

Governance Review and Evaluation

The Board is accountable for its own operations; if the Board is not governing effectively it is not being accountable to the membership. Review of the bylaws and governance policy, Board effectiveness and Board recruitment processes should be ongoing. It is critical to do these things on a continual basis and sufficiently in advance to prepare for any changes that must be approved by the membership at the AGM.

As previously stated in the section on the AGM, bylaws cannot be changed without approval from the membership. It is good practice for Boards to implement a process in its governance policy whereby there is a regularly scheduled review of the bylaws.

Prior to making any changes, research is conducted into legislative requirements in the jurisdiction in which the MFRC is incorporated. There is a distinction between what must be in the bylaws and what can be in the bylaws. Examples are:

• bylaws must state the requirement for Officers of the MFRC, but may not necessarily stipulate how they are elected.

• bylaws may enable the Board to conduct its business through committees, but may not stipulate how many, what kind, or the terms of reference.

• Just as the MFRC needs operational policy to operate its programs effectively, so does the Board need its own operational policy. Governance policy flows from the bylaws and includes such things as:

• process for creation, approval and review of policy,• finance, human resources and risk management policy. See Module 1 Legal

Responsibility and Module 2 Financial Responsibility),• meeting process: how often, agenda format, minutes format, process for the AGM,• Board member position descriptions,• process for election or appointment of Board members and choosing Executive members,• committees: types, purpose, terms of reference, • process for Board succession planning and recruitment, • process for removal of Board members,• process and annual plan for Board orientation and development, and• process for evaluating the Board for governance systems improvement.


The Board evaluates its own effectiveness by conducting an annual Board evaluation. There should be a governance policy that requires the Board to conduct this evaluation.

While the Board is not required to report to the membership on its own operations, the AGM provides an opportunity to explain the governance of the MFRC to the membership and to encourage the members to consider volunteering for the Board.

Board self-evaluation prepares the Board to respond to any critical feedback it might receive at the AGM.

A sample tool for Board evaluation can be found in Annex 2.

HELPFUL HINT

Check Module 4 on Board Succession Planning and Recruitment for more information.


Annex 1 – Voting Procedure

Annex 1 – Voting Procedure

Annual General Meeting (AGM) Voting Procedure

Rules of OrderVoting procedures are established by the rules of order that a Board or Chair of the meeting has chosen to use. There are several rules of order from which to choose. The most common are:

• Robert’s Rules of Order• Bourinot’s Rules of Order

For an AGM the membership may not be aware of voting procedure or the rules of order that will determine the procedure. The membership must, therefore, be informed about the rules of order.

Sample Procedure:

1. The Chair calls for a motion to be made.2. The Chair calls for a seconder to the motion.3. Prior to the vote the Chair for discussion/debate on the motion.4. If through debate it is decided to amend the motion the member who made the motion

must be the one to amend it and the Chair asks for a seconder. The seconder does not have to be the same person who seconded the original motion.

5. The Chair declares debate closed and “calls the question” by: a. Repeating the motion if necessary and stating what the consequences will be if

the motion is carried or defeated. b. Calling for all those in favor of the motion and noting for the record the number in

favor for the motion. c. Calling for all those opposed to the motion and noting for the record the number

opposed to the motion. If a member requests that their name be recorded as someone opposed to the motion the Secretary must do so.

d. Noting for the record anyone who has declared they are abstaining from the vote.6. The Chair announces whether the motion was carried or defeated and instructs the

recording secretary to record it in the minutes.


Annex 2 – Sample Board Evaluation Form

Annex 2 – Sample Board Evaluation Form

As part of the governance process, Board members are asked to assess the performance of the Board on an annual basis. Based on your experience of the Board’s performance over the past year, please complete the following Board Evaluation form and the section for each committee you have served on. Your comments on strengths and ideas for improvement are strongly encouraged and will be taken seriously.

The Board chair will receive the feedback in confidence, collate it and present the results for discussion at the next Board meeting.

Assessment Criteria

q Yesq Noq Don’t know









1. The Board understands the vision, mission and objectives of the MFRC and MFSP.

2. The Board is involved in the strategic planning process, including setting corporate goals, objectives, and developing overall operating and financial plans to achieve them.

3. The Board focuses on strategic issues and regularly assesses performance against its strategic plans and goals.

4. The Board monitors financial and other indicators throughout the year, and takes appropriate action as required.

5. The Board regularly assesses strategic and operating risks and takes appropriate action as required.

6. The Board understands the legal requirements and obligations under which they act as a Board; i.e. the legislation, policies, procedures, etc.

7. The Board, at least annually, reviews and is satisfied with the process for Executive Director performance management, succession planning and compensation.

8. The Board is diligent in verifying the integrity of its financial and management controls and systems.

9. The Board is made aware of the MFRC’s communications with key stakeholders; i.e. military, government, general public.


CommentsandIdeasonStrengthsandIdeasforImprovement:

Assessment Criteria

MANAGEMENT INTERACTION

Comments and Ideas on Strengths and Ideas for Improvement:




1. The Board has sufficient formal and informal contact with the Executive Director

2. The Board is able to function independently of Management and it understands the difference between its role and that of Management and has the mechanisms in place to maintain that distinction

3. The Board receives appropriate advice and counsel from management.


Assessment Criteria

BOARD ADMINISTRATION











1. The Board has an adequate process for determining needed expertise and selecting, orientating and educating new Board members.

2. The number and length of Board meetings is appropriate.

3. The amount of time spent on discussions on strategic and general issues is sufficient.

4. The Chair conducts the meetings in a manner that ensures open communication and meaningful participation.

5. The Chair communicates with directors between meetings as necessary and appropriate.

6. The amount of information received in Board packages is appropriate for discussion and decision making purposes.

7. The Board materials are received sufficiently in advance to adequately prepare for meetings.

8. The structure of the committees is appropriate.

9. The delegation of responsibilities by the Board to its Committees is appropriate.

10. The composition of the committees is appropriate.


CommentsandIdeasonStrengthsandIdeasforImprovement:Pleaselistthetopthreepriorities that you would suggest need attention in order for the Board of Directors to functionmoreeffectively.

Assessment Criteria

(COMMITTEE)Oneforeachcommittee,tobefilledoutbycommitteemembersonly.

CommentsandIdeasonStrengthsandIdeasforImprovement:






1. The number and length of Committee meetings is appropriate.

2. The meetings are conducted in a manner that ensures open communication and meaningful participation.

3. The amount of information received is appropriate for discussion and decision making purposes.

4. The materials are received sufficiently in advance to adequately prepare for meetings.

5. The Committee regularly reviews its mandate and performance.


Glossary

AGM-Annual General Meeting

Incorporated not for profit organizations are required by law to hold an Annual General Meeting. Ensuring that this mandatory business has been properly conducted demonstrates good governance. The meeting is part business, part celebration of the previous years’ accomplishments and part community outreach.

Annual Report

An Annual Report is a document that outlines the activities of your MFRC over the past year and provides an outlook for the future. It is one important vehicle by which your organization can be proactive in demonstrating its accountability to members, stakeholders and the community. It is generally presented at the AGM and includes sections on governance and operational accomplishments, financial reports and outlines priorities for the coming years.

Articles of Incorporation

MFRCs may be incorporated federally, provincially or territorially. They are formed by filing bylaws and/or articles of incorporation in the country, province or territory in which they expect to operate. The act of incorporating creates a legal entity enabling the organization to be treated as a corporation by law and to enter into business dealings, form contracts, and own property as any other individual or for-profit corporation may do.

Bylaws

Bylaws are the fundamental governing rules and regulations of any not for profit organization. They constitute the formal rules outlining the governance structure and democratic processes by which an organization will operate. They generally provide minimum guidance; most organizations will need additional board policies that define financial, legal and human resource requirements.

CICA-CanadianInstituteofCharteredAccountants

CICA represents Canada’s Chartered Accountant profession both nationally and internationally. Chartered Accountants (CAs) are Canada’s most valued, internationally recognized profession of leaders in senior management, advisory, financial, tax and assurance roles.


CO-CommandingOfficer

The Commanding Officer is the senior person in charge of a military unit, base, wing or station.

GovernancePolicy

The framework of rules and practices by which a Board of Directors ensures accountability and transparency in its relationships with all stakeholders.

Nomination

The process for selecting a candidate for an office such as that of a member of the Board of Directors.

Parliamentarian

A consultant who advises the chairperson and other members of the Board or committees on matters of parliamentary procedure. A parliamentarian is frequently used to assist with procedural matters at the Annual General Meeting.

Proxy Voting

A legal mechanism for a member of a voting body to delegate his or her voting right to another member of the voting body.

SSRB-SocialScienceReviewBoard

The Department of National Defence (DND) Social Science Research Review Board (SSRRB) requires researchers to submit formal proposals for their research projects. This includes any surveys that will be distributed by MFRCs to Canadian Armed Forces families for the purposes of participant satisfaction surveys.

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