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Governance Structure

Governance Structure

Board of directors

Led by volunteers.

A national board of directors (the board) oversees the work of the Arthritis Society. The board is comprised of volunteers who bring significant professional and/or personal experience, expertise and insights to our governance.

The board meets quarterly, and includes representatives from across the country, leaders in the worlds of medicine, business and other sectors, along with leading advocates with lived experience of arthritis. The board and its executive committees provide direction and oversight to the Arthritis Society's leadership team. The board is supported by a scientific advisory committee (SAC), medical advisory committee (MAC), childhood arthritis advisory council (CAAC), and divisional advisory boards (DABs).

Roles of the board of directors

The board of directors governs the Arthritis Society by fulfilling the following roles:

Policy formulation
Establish policies to provide guidance to those empowered with the responsibility to lead and manage the operations of the Arthritis Society.

Decision-making
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.

Oversight
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 Arthritis 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 that 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.

Build relationships

  • 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 Arthritis 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 Arthritis Society;
  • Participate in national and divisional fundraising events.

Board committees

Executive committee

The executive committee consists of the chair, the vice-chair(s), the immediate past chair, and the chief executive officer. The immediate past chair and the chief executive officer shall be ex officio members, they do not have voting privileges. The chair may, considering the purpose of any meeting, invite appropriate committee chairs, board members, staff and/or other persons to join the executive committee for a particular meeting. The executive committee meets as required, between national board meetings:

  • to liaise with national office staff in the formulation of policy initiatives for approval by the national board and in implementation of national board policies;
  • to monitor the overall financial condition of the Society through review of periodic financial reports
  • to inform the national board of significant variations from expectations;
  • to oversee the development of an annual consolidated budget for presentation and approval by the national board; and
  • to act as a compensation committee in assessing the performance of senior national office staff.
  • Other duties may be delegated to the executive committee by the national board.

Nominating and governance committee

The Nominating and governance committee is composed of the immediate past chair or, in the event of his/her refusal or inability to act, a director appointed by the chair, not more than five (5) members selected from among the division directors and division representatives. The function of the Nominating and governance committee is to present a slate of proposed nominees for election as directors-at-large and division Representatives at the Annual Meeting of Members. The Nominating and governance committee shall invite nominations from the divisions for the proposed slate. The proposed nominees for division Representatives shall be taken from lists of possible nominees submitted to the Nominating and governance committee by the medical advisory committee, the scientific advisory committee and the division Boards. Additional nominations for directors-at-large or division Representatives may be filed at any time up to or during such annual meetings. It is also the duty of the Nominating and governance committee to present to the national board a slate of proposed nominees for election as officers and committee chairs.

Audit and finance committee

The audit and finance committee reports to the national board of directors, acts in an advisory capacity to the executive committee on matters relating to the financial activities and reporting of the national Arthritis Society, and the ongoing financial position and activities of the Arthritis Society's national office. The objectives of the committee are to:

  • ensure appropriate and consistent financial reporting by The Arthritis Society as required by the Society and relevant legislation;
  • provide to the executive committee and the national board observations and/or recommendations after review of interim consolidated statements;
  • oversee the development of the annual national office operating budget and assist in the review of the annual consolidated budget;
  • monitor national office financial activities on a regular basis; and
  • liaise with the national Society auditors.

Scientific advisory committee

The scientific advisory committee is comprised of the chair and two lay members of the national board. It is responsible for the structure and composition of the national peer review system and of the research and career development program, and it recommends the appropriate allocation of funds among the various categories of awards.

Medical advisory committee

The medical advisory committee is comprised of the chair and two lay members of the national board and others who are acknowledged experts in their fields, and reports to the national board.

Childhood arthritis advisory council

The childhood arthritis advisory council (CAAC) is comprised of members of the childhood arthritis community, including pediatric medical and allied health professionals, social workers, researchers, parents of children with arthritis and young adults who have lived with childhood arthritis. The council provides insight to Arthritis Society staff, and to the medical and scientific advisory committees, on issues impacting young Canadians and their families who are living with a childhood arthritis diagnosis. The Council reports to the Chief Science Officer.

Divisional advisory boards

Each province across the country maintains a divisional advisory board to provide feedback of a local/regional nature on the work of the Arthritis Society, to help raise the profile of that work, and to build connections between the Arthritis Society and the local community. These boards perform a strictly advisory rather than governance function.

By-laws

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 (being a by-law relating generally to the affairs of THE ARTHRITIS SOCIETY - SOCIÉTÉ DE L'ARTHRITE), was approved by the National Board on June 22, 2013.

Read the Board of Directors By-Laws