Roles of the Board of Directors
The Board of Directors governs by fulfilling the following roles:
Establish policies to provide guidance to those empowered with the responsibility to lead and manage The Arthritis Society operations.
On matters that specifically require Board approval, choose from alternatives that are consistent with Board policies and that advance the goals of The Arthritis Society.
Monitor and assess organizational performance and outcomes.
Responsibilities of the Board of Directors
Establish Strategic Direction
- Contribute to the development of and approve the Vision, Mission, Values and Strategic Plan for The Arthritis Society;
- Conduct a review of the strategic plan as part of the annual planning cycle;
- Ensure that the strategic plan is aligned with the vision, mission and values of the Society.
Provide Excellent Leadership and Management
- Recruit, select and appoint the President and CEO;
- Establish measurable annual performance expectations in co-operation with the CEO, assess CEO performance annually and determine compensation;
- Delegate responsibility and authority to the CEO for the management and operation of the Society and require accountability to the Board;
- Provide for President and CEO succession;
- Establish and monitor implementation of policies to provide the framework for the management and operation of the Society in compliance with applicable laws and regulations.
Ensure Program Quality and Effectiveness
- Monitor and measure performance in mission "pillars" of research and career development, education and services and advocacy regularly against the approved strategic and operating plans and Board approved performance metrics;
- assist in furthering division or local projects which could have multi-division potential.
Ensure Financial and Organizational Viability
- Approve the annual budget and financial statements of The Arthritis Society;
- Approve and monitor the annual revenue development plan to generate sufficient funds through events, donations, government and corporate contributions to maintain a balanced budget and organizational viability;
- Review financial and organizational risks and risk mitigation plans;
- Approve an investment policy and monitor compliance;
- Review quarterly financial reports and approve the annual audited financial statement.
Ensure the Effectiveness of the Board of Directors
- Recruit Directors who are skilled, experienced and committed to the Arthritis Society and plan for the succession of Directors and Officers;
- Establish a comprehensive Board orientation program and ongoing Board education;
- Establish an annual work plan for the Board and its committees and ensure that the Board receives timely and appropriate information to support informed policy formulation, decision-making and oversight;
- Establish and periodically review by-laws and policies concerning governance structures and processes to maximize the effective functioning of the Board;
- Establish a policy and process for evaluating the performance of the Board as a whole and individual Directors that fosters continuous improvement;
- Appoint annually the Board Officers, Standing Committees and Members of the Division Advisory Boards.
- Advocate on behalf of persons living with arthritis at the National level;
- Enhance the profile of arthritis, and the Society;
- Ensure that mechanisms are in place for effective communication with key stakeholders and the public.
Responsibilities as an Individual Director
Each Director is expected to:
- Act ethically, honestly and in good faith with a view to ensuring the best interests of The Society;
- Exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances;
- Not represent the specific interests of any constituency;
- Carry out the powers of office only when acting as a voting member during a duly constituted meeting of the Board or one of its appointed bodies;
- Respect the responsibilities delegated by the Board to the President/CEO, avoiding interference with his duties but insisting upon accountability and reporting mechanisms for assessing organizational performance;
- Respect the confidentiality of matters brought before the Board and all Committees, keeping in mind that unauthorized statements could adversely affect the interests of The Society;
- Comply with the Conflict of Interest policy as prescribed in the By-laws and in this Governance Policy Manual;
- Attend Board and Committee meetings on a regular basis (75% minimum), and actively participate in the work of the Board and its Committees;
- Actively contribute specific skills and expertise which will inform Board discussions and decisions, with the understanding that Directors do not provide professional advice to the Board;
- Work positively, cooperatively and respectfully with others in the performance of their duties;
- Support the decisions and policies of the Board in discussions with outsiders, even if the Director holds another view or voiced another view during a Board discussion or was absent from the Board meeting;
- Take advantage of opportunities to be educated and informed about the Society and arthritis through participation in initial orientation and ongoing Board education;
- Participate in the evaluation of the performance of the Board as a whole;
- Make an annual financial contribution to The Society;
- Participate in National and Divisional fundraising events.
The Arthritis Society is a single legal entity, federally incorporated as a not-for-profit corporation under the Canada Corporations Act. As a result, the Society operates under a set of by-laws that ensures two things:
- We function under the intent of incorporation, and
- The interests of the public are protected
This version of the Society's by-laws, By-law A-10, was approved by the National Board in September 2009, and is pending approval by the federal Minister of Industry. By-law A-10 being a by-law relating generally to the affairs of THE ARTHRITIS SOCIETY - SOCIÉTÉ DE L'ARTHRITE.
Read the Board of Directors By-Laws [PDF]
The By-laws of The Arthritis Society (TAS) provide for the establishment of Rules of Operation (to be known as Operating Principles) that are to guide and direct all parts of the organization, including the National Office, the Divisions, and any regions or branches that might be established by the Divisions.
The Principles set out the policies (operational, administrative and program), the basic business processes, and the practices of the Society, of and for its Boards, staff and volunteers. The Principles reflect several changes put in place by the National Board of Directors (NBOD) over a four year period, including substantive changes to the By-laws of the Society, its organizational structure, and the Final Report of the Task Force on the evolving Roles of the National and Divisional Boards of Directors, approved by the NBOD on June 17, 2006.
These Operating Principles flow from The Arthritis Society's By-laws and are complemented by and aligned with the Governance Policy Manual, which sets out a full overview of governance matters.
The Operating Principles were approved by the National Board of Directors on January 17, 2009.
Read the Board of Directors Operating Principles [PDF]