Board Structure and Mandate - Masonry Heater Association



Masonry Heater Association of North America

Policies & Procedures

(Board Structure and Mandate)

FUNCTION OF THE BOARD OF DIRECTORS

The Board of Directors is responsible for ensuring that the Masonry Heater Association of North America (MHA) fulfills its mission.

Board of Directors

• Directors are elected at the Annual General Meeting (AGM) to form a Board of Directors.

• Board Members work together as a team in a collegial environment focusing on achieving the mandate of the organization.

• Members of the Board of Directors have a two-year term.

Board Officers are made up as follows:

• President

• Secretary

• Treasurer

Directors are:

• All Board Members not officers.

ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS

Board Members

Board Members will:

• Be familiar with MHA’s by-laws, policies, and mandate

• Attend a minimum of three board meetings each year

• Participate in one or more committees and possibly chair one

• Represent the membership

• Prepare for meetings by reading background material

Board members have the responsibility to:

• Understand MHA’s mission, vision and mandate

• Set policy for MHA

• Ensure effective organizational planning takes place

• Ensure funds are properly managed

1. Know the Board’s legal obligations and ensure they are followed

• Represent MHA

• Establish the board as an effective team for making informed and lawful decisions

• Uphold the confidentiality of Board discussions

• Ensure the continuance of the Board

• Approve the hiring and dismissal of staff.

President

The President will:

• Chair all Board meetings

• Serve on MHA’s Executive Committee

• Provide leadership to the Board and Executive Director of MHA

• Ensure that MHA’s mission statement, vision, and by-laws are followed

• Keep the Board focused on MHA’s mandate

• Speak on behalf of, or appoint someone to speak on behalf of MHA

• Ensure that all resolutions of the Board are accomplished

• Prepare and present a report on MHA’s activities at the AGM

• Develop, with input from the Executive Director and the Board, the agenda for each Board and Executive Committee meeting

• Give guidance and support to the Executive Director between board meetings

• Evaluate the job performance of the Executive Director annually

• Recommend salary guidelines to the Board

• Ensure all standing and ad hoc committees have a chair person

• Serve as an Ex-Officio member on any MHA committee

Vice-President

The Vice-President will:

• Assume the role and responsibilities of the President in that person’s absence

• Provide training to the new Vice-President

Secretary

The Secretary for MHA will:

• Serve on MHA’s Executive Committee

• Ensure that records are kept for MHA, including: minutes, by-laws, constitution, vision, mission, letter of patent, agendas, reports, budgets, financial statement, policy & procedures manual, funding proposal, and all other official documents

• Take attendance at every Board meeting

• Sign the official minutes

• Ensure that all Board Members receive proper notice of meetings by working in conjunction with MHA’s Executive Director

• Record all motions

• Provide training to the new Secretary

Treasurer

The Treasurer will:

• Serve on MHA’s Executive Committee

• Present proposed budgets to the Board for approval

• Ensure that all funds are properly managed

• Review financial policy and procedure

• Ensure the budget and financial policies are followed

• Ensure accurate bookkeeping

• Review the bank reconciliation statements on a monthly basis

• Prepare and present financial reports to the Board as needed

• Prepare interim financial reports as necessary

• Ensure that payroll, payroll withholdings, employer contributions and other debts are settled by their deadlines

• Present the annual financial statements to the membership at the AGM

• Help with developing and monitoring MHA’s financial policies

• Provide training to the new Treasurer

ROLE AND RESPONSIBILITIES OF THE EXECUTIVE DIRECTOR (EX-OFFICIO)

The responsibilities of the Executive Director are:

Board of Directors

• Provide input to policy creation

• Provide relevant information so that the Board is informed and able to make decisions

• Ensure that the Board is not drawn into management matters, so that they are able to focus on governance

• Participate actively in the planning process with the board

• Ensure Board and/or committee discussions are focused on the appropriate issues

• Work with the President to develop agendas

• Provide professional knowledge and reports on emerging issues

• Bring the concerns of staff, members, and volunteers to the attention of the board

• Prepare written reports and circulate to Board Members as needed

Staff

• Supervise and direct other staff members

General Management

• Manage the day-to-day operations of MHA

• Convert the policy decisions into everyday management decisions

• Decide how things are to be done

• Ensure that all programs within the organization prepare a budget each year for Board approval

• Publicize and promote MHA

Annual Meeting (AGM)

• Prepare AGM program for board review and approval

• Prepare and Oversee AGM workshops and seminars

• Prepare and Oversee AGM’s annual auction

• Work with Board of Directors to solicit auction items

Certification Program

• Work with the education committee to administrate the certification program

• Ensure that proper documentation and records are kept up to date on certified members

Bookstore Administration

• Manage the day-to-day operations of the bookstore including:

o Inventory

o Sales

o Finances

o Shipping and Delivery

• Prepare interim bookstore reports as necessary

MHA COMMITTEES

Role and Responsibilities of Committees

Committees are expected to prepare a budget proposal for review by the board. The committee chairperson is responsible for chairing committee meetings, organizing the meetings, maintaining contact with the Executive Director and board, and preparing committee reports.

Committees:

• Set the mandate for committee work and create a timeline (Ad hoc Committees)

• Report to the Board and or Executive Director

• Prepare written report quarterly, due 2 weeks prior to regularly scheduled board meets.

• Evaluate the project/work of the committee

• Make recommendations to the Board in writing

• Prepare articles as needed for the MHA’s Newsletter

FUNCTIONS OF THE ADHOC COMMITTEES

Ad Hoc Committees

MHA’s Board may establish other committees as needed. The Board will set the mandate and time frame of each committee.

Nominations Committee

The MHA Nominations committee will:

• Be comprised of appointed MHA members and the Executive Director in an ex-officio capacity

• Plan the elections of the Board to be held at MHA’s AGM

• Recruit new members to the Board

• Familiarize themselves with and follow the MHA’s by-laws and policy procedures

OPERATIONAL POLICY – FINANCIAL

FINANCIAL ACCOUNTABILITY

Board of Directors

The Board is responsible for ensuring the overall financial stability of MHA

The Board will:

• Approve the budgeting process and financial reporting system for MHA

• Ensure that the financial policies and procedures are established and followed

• Review and approve all budgets (annual operating and special projects)

• Monitor and approve any expenditure outside of the budget

• Review revenue and expenses on a regular basis and compare them with the approved budget

• Ensure the physical and financial assets of the organization are properly managed

• Approve salary guidelines and compensation policies for all staff

• Not allow any one individual to have complete authority over the finances

• Not cause or allow MHA to incur indebtedness

• Maintain control of investments

• Review mileage policies for volunteer travel

Executive Director

The Executive Director is responsible for effective financial management to ensure a stable and viable organization.

The Executive Director will:

• Ensure that no transactions are authorized which would result in any personal liability to the Board of Directors or that would adversely affect the capital and assets of MHA

• Ensure that contributions or funds are used only for the purpose that was designated by the contributor or funder

• Ensure that MHA’s does not accumulate a deficit

• Initiate purchases of goods and services according to budget allocations.

• Make purchases without Board approval up to the amount of $500.00 with price comparison information

FINANCIAL CONTROLS - INTERNAL CONTROL

MHA will implement a well-designed system of internal controls. Assets will be physically protected: All cheques and funds will be kept in a secure location and will be deposited in the bank as soon after receipt as possible.

The Board will:

• Ensure that appropriate safeguards are implemented to prevent fraud or theft of MHA funds

• Ensure that an annual audit review is performed each fiscal year

• Pass motions indicating their acceptance and understanding of the financial reports

The Executive Director will:

• Ensure that operating expenses are within the allocated budget outline

• Sign approval on all expenses prior to any payment being made

Audit Review

• An annual audit committee will be appointed from the membership at the AGM.

• The annual audit committee will audit MHA finances and report at the AGM

• The audit committee may make a formal resolution to the membership for a certified accounting firm to audit MHA finances.

Banking Services

MHA will enter into an agreement with a recognized chartered bank that will provide the banking services needed for not-for-profit organizations.

Board/Staff /Member Expenses

Approved board, staff and member expenses will be reimbursed if accompanied by proper documentation. All expenses must be related to costs associated with MHA business, be pre-approved in accordance with existing reimbursement forms and policies and submitted within one month after the expense is incurred on an expense report. Original receipts must be included with all expense reports.

Cheques

All cheques will:

• Be kept in a secure location and will be subject to the appropriate controls and banking audit requirements.

Contracts

MHA may enter into contractual agreements with individuals, consulting firms, and/or registered companies for the provision of specific services and/or programs. Written bids will remain on file. Existing contracts may be renewed for additional projects, at the discretion of the Board. All contracts are to be reviewed for their content and format by the Executive Director. They must receive approval of the Board before they are signed. Any two of the three designated signing officers will sign all contracts and copies will be kept one file. Any changes to contracts must receive approval of the Board.

Deposit of Funds

A record will be kept identifying the date deposited, source, and amount of the funds. A photocopy or back up of the cheques received and deposited will be kept on file by the Executive Director. A detailed and approved report must be submitted for all cash deposits. Receipts will be issued where appropriate.

Financial Statements

The financial statements will be presented to the Board for its approval at the AGM within 6 months after fiscal year-end.

Investments

Investment income earned will be subject to the same financial controls as all other MHA funds. MHA investments should be secure, short-term, liquid, and fully insured.

The Treasurer will:

Oversee the purchase and sale of investments; review the investments monthly and arrange for investments to be redeemed into general revenues as needed

Maintenance of Financial Records

MHA’s financial records will be retained on file for the time specified by governing legislation.

Payroll

Payroll records will be kept current and will be updated on a regular basis. MHA’s core staff will be paid on a monthly basis.

Signing Authority

MHA and the bank will maintain a list of names, titles, and signatures of those individuals who have signing authority. Two of the three authorized Officer’s signatures must be on all MHA financial transactions.

Signing Officers will be:

• President

• Treasurer

• Executive Director

Electronic Back up

On a monthly basis critical data will be downloaded to a computer disk for storage off site.

ADMINISTRATIVE POLICY – BOARD OF DIRECTORS

Access to Information

Board Members will receive copies of all relevant information one week prior to each board meeting, including: agendas, minutes of previous meeting, and the report of the Executive Director.

Minutes of each Board meeting will be distributed to the Board Members within a month of the meeting

Board members are expected to review all relevant information. .

Board Members must agree to respect the privacy of other Board Members and maintain the confidentiality of privileged information about members, volunteers, or staff.

Board Orientation/Training

Sufficient resources will be allocated for Board development to ensure that Board Members are properly trained and supported to perform their jobs as outlined in policy.

All new Board Members will be:

• Provided a Policies & Procedures – Board Structure and Mandates

• Supplied with the appropriate support materials and resources to perform their duties satisfactorily

Code of Conduct for Board of Directors

Board Members should demonstrate ethical and professional conduct to maintain the confidence of the membership and the public.

Board Members should:

• Not use their positions to obtain employment within the organization for themselves or their family members and friends

• Resign from any Board position in order to be considered for employment by MHA

• Judgments of staff performance should be directed to the President.

Conflict of Interest

Any person who has any actual or potential personal, philosophical, or financial conflict of interest with MHA activities and programs will not be accepted as a Board Member. Board Members must not participate in matters where they may directly or indirectly benefit financially.

A Board member shall declare any conflict of interest as soon as possible by immediately declaring any actual or apparent business, financial, personal, or other affiliation that may be related to any matter under Board discussion, which may cause conflict of interest. The individual may be asked to provide a brief statement of the nature of the conflict of interest, which will be recorded in the minutes. Once they have disclosed their interests, they will abstain from discussion, voting, or bringing their influence to bear upon the matter. An individual in conflict of interest will not be counted in the quorum for the duration of any discussion on the related matters. The Board may request that the individual be called upon to answer questions or present a statement of position if their knowledge is considered relevant.

Evaluation of Board Performance

All Board members are expected to perform to consistent standards.

The Board will:

• Review all written goals and objectives to determine accomplishments

• Set specific indicators of success (i.e. turnout at meetings, involvement, decisions carried out, etc.) for review and comparison each year

Nominations

In order to ensure consistency in the succession to the Board, an Ad Hoc Nomination Committee will oversee the recruitment, orientation, and evaluation of potential Board Members.

Meeting Cancellation

Wherever possible, a minimum of three days notice should be given for any change or cancellation of the meeting. In the event of unforeseen weather conditions or if quorum will not be met, the President has the right to cancel the meeting.

Removal of a Board member

Board members, who do not fulfill their duties satisfactorily, as per the position description, may go through a progressive disciplinary process to be documented and kept on file that may include a verbal warning, a written warning, suspension, and finally dismissal.

Board members who miss two consecutive meetings without good reason are subject to immediate dismissal from the Board and will be notified of this in writing by the President.

Summary of the Legal Duties of the Board of Directors

The integrity of the Board of an organization is critical. A Board Member must give undivided allegiance when making decisions affecting MHA. A Board member can never use information obtained as a member for personal gain, but must always act in the best interests of the organization. Board Members are accountable to the public. A Board Member’s irresponsible or illegal action could result in legal action against both the organization and the individual director. When a Board Member is acting in the interest of the organization, that member has a fiduciary relationship. Board Members must ensure that board decisions are within the mandate set out in the constitution and by-laws, and work to exercise their authority fully, by attending meetings, carefully considering information, and decisions.

The fiduciary obligations of Board Members include the duty to:

• Ensure that all decisions of the Board are lawful

• Act honestly and in good faith

• Act in ways that are consistent with the goals of MHA

• Act with diligence and competence

• Exercise care when that member makes a decision as a steward of MHA

• Respect confidentiality

• Acknowledge any conflict of interest

ORGANIZATIONAL POLICIES

Confidentiality

The MHA emphasizes the utmost mutual respect for the confidential nature of all personal information.

Diversity/Multiculturalism/Anti-racism

MHA promotes equal access of masonry heater information, both technical and practical and to volunteer opportunities. MHA embraces the diversity of the community served, extending service to all cultural groups within the community. We respect the unique background of each individual. It is against MHA policy to promote ones individual beliefs and practices through word or written material. It is the expectation that all staff , Board members, and membership will show tolerance and respect for individual differences. Discriminatory behavior will not be tolerated.

Drugs/Alcohol

The abuse of alcohol, drugs, or medications by staff or volunteers will not be tolerated at any and all functions of MHA.

Ethics

All members of MHA must conduct themselves with dignity and respect the rights of others

Equality

We are an equal opportunity organization.

Sexual Harassment

MHA is committed to maintaining safe work environments that respect the self-esteem and sexual dignity of all staff, volunteers, and members. MHA will not tolerate unwanted comments, gestures, innuendos, contact, threats, jokes, insults, or displays directed either at members of the same or the opposite sex. Insulting and/or abusive behavior or language will not be tolerated under any circumstances. Any incident, sexual or other, that causes offense, humiliation, and embarrassment or takes advantage of another person’s status, will not be tolerated.

Administrative Policy - General

Communication

All formal actions taken or public statements made on behalf of Masonry Heater Association of North America must be authorized by the Board or Executive Director. The Executive Director has full authority to represent MHA.

With the exception of the President, individual Board Members do not have any authority to speak for the organization when they interact with staff, volunteers, members, the public, the press or other entities unless granted this authority by the whole Board.

Board Members deal with outside entities or individuals, with clients and staff, and with each other using fair play, ethics, and straightforward communication, Use of MHA’s name in affiliation with political or religious activities is not permitted.

Complaints and Concerns

All complaints and concerns should be brought to the attention of the Executive Director. It is the policy of MHA to respect all concerns and complaints that come forward, to take action and to solve problems cooperatively.

Complaints and concerns should be put in writing and submitted to a board member or the Executive Director, who will acknowledge the complaint, in writing, and set in motion action to address the complaints and/or concerns.

Ownership Rights of Materials Produced

All materials produced by any paid personnel become the property of MHA, although authorship will be acknowledged. All materials produced by members and/or volunteers, are considered personal. MHA must obtain permission to publish or reproduce any such documents.

Operational Procedures - Staff

Benefits and Leave

Paid vacation is not granted.

If a regular staff member must take a leave of absence or time off for reason of illness and/or personal matters, it is understood the leave will be unpaid and a temporary replacement will be hired in order to fulfill the duties and responsibilities of the position.

If a contract employee must take a leave of absence or time off (as indicated above) it is at the discretion of MHA to extract hours from the original contract to have a replacement fulfill the responsibilities and obligations of the contract position and meet the deadlines of the job/project. The contract employee will be advised of the number of hours needed to complete the duties during the leave and a written amendment will be attached to the original contract.

Employee Contracts

The Executive Director will prepare and sign the employment contracts for staff. The President will prepare and sign the employment contract for the Executive Director.

Employees as Volunteers

Paid employees may not serve as a board member while employed by MHA, as this could create a conflict of interest.

Job Descriptions

Each staff member is entitled to a job description. All job descriptions will clearly indicate the name of immediate supervisor. Staff who wishes to make changes to their job descriptions should submit their request in writing to the immediate supervisor. All job descriptions must be approved by the Board.

Management of Personnel Records

All staff files will be kept confidential and may be viewed by the individual upon request.

Confidential personnel documents for:

• Staff will be managed and accessed by the Executive Director

• The Executive Director will be managed and accessed by the President

Employee files may contain:

• The resume

• Employment contract

• Performance evaluations

• Records of disciplinary issues

• Any other appropriate documentation

Note: Time sheets are filed with payroll records and not with personnel files, unless they are related to performance and/or disciplinary issues

Resignation Notice

MHA expects:

• The Executive Director to provide the Board with at least three months notice of resignation, in writing. The President will acknowledge, in writing, that MHA has received this notice.

• Employees to provide the Executive Director with at least two weeks notice of resignation, in writing. The Executive Director will acknowledge, in writing, that MHA has received this notice.

Staff Orientation

It will be the responsibility of the Executive Director to provide orientation to familiarize new staff with MHA. Orientation for the Executive Director will be the responsibility of the Executive Committee

New personnel will sign off that they have read and understood the following basic orientation documents:

• Job descriptions

• By-laws

• The Mission Statement

• Policies and Procedures Manual

• Other key documents may be required for review, such as: funding proposals, financial statements, training manuals, business plan/strategic planning documents, recent minutes and reports.

Staff Probation

Staff is subject to a probationary period and performance review with the immediate supervisor. The probationary review will be based on a series of indicators and tasks that measure the employee’s successes and accomplishments, as agreed upon at hiring. Meetings will be documented and reports will be placed in the employee’s file.

An Executive Director’s probationary review will be conducted by the President or a designate and approved by the Board of Directors.

Staff Training and Professional Development

MHA will maintain active membership in appropriate groups and service agencies, in order to provide opportunities for staff and volunteers to liaise and network. We support and encourage staff to develop knowledge and skills relevant to their present and future positions with the organization. MHA encourages professional development activities, believing that it is a joint responsibility of the employees and the organization.

Termination of Employment

MHA reserves the right to terminate employment due to lack of funds or a change in funding. Appropriate notice and payments will be given. Wherever possible, staff input will be sought for consideration of restructuring or reorganizing.

8/2008

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