The Credit Institute of Canada, Calgary Chapter



THE CREDIT INSTITUTE OF CANADA

Generic Role of Chapter Director

Purpose of the Board of Directors

The Board is both a governing and working entity. It oversees the daily operations of the Chapter. It initiates policy, implements certain activities, represents the Chapter both outside the organization and with the National Board and National Office. It ensures all functions are carried out in accordance with the Chapter bylaws and as mandated by the membership. The Board conducts itself in an entrepreneurial manner balanced with prudent reasoning for the overall responsible stewardship of Chapter affairs. Board members collectively are responsible for all Chapter activities and are committed to follow best practise guidelines, policies and internal controls that are established and amended from time to time by the National Board.

Volunteers at chapters have multi-faceted and inter-connecting responsibilities. As a Chapter Director, the volunteer is bound by all the conditions and responsibilities set out in the generic chapter governance document titled “Generic Terms of Reference for the Chapter Board”, in addition to this governance document.

Where the volunteer holds the position of an officer, or chair of a committee, or as a committee member, he/she is also bound by all the conditions and responsibilities set out in the prescribed respective generic chapter position descriptions and committee terms of reference.

All generic governance documents for chapters, as may be amended from time to time, are reviewed beforehand by the National Governance and Bylaws Committee (“NGBC”) and receive final review and approval by the National Board.

Term of a Director

All Directors are elected by the membership at each Annual General Meeting (“AGM”) in accordance with the Chapter by-laws. Ideally, a Director who is eligible for election for the first time would be prepared to commit to a minimum of two consecutive one-year terms. The maximum one-year terms that a Director may serve is governed by the respective Chapter bylaws.

Qualifications, Skills and Expectations of a Director (in random order)

A Director:

1. Must be a member in good standing with The Credit Institute of Canada (“CIC”).

2. Demonstrates a commitment to the vision, purpose and work of CIC and the Chapter.

3. Has a sound working knowledge of CIC and the Chapter.

4. Demonstrates an aptitude and interest in one or more of the areas of Chapter governance. Previous experience on a Board is an asset.

5. Is prepared to dedicate the time required to fulfill his/her responsibilities as Director.

6. Recognizes and accepts all the responsibilities of being a Director as listed below.

7. Recognizes and acknowledges that his/her role as Director is without remuneration; however, authorized expenses will be reimbursed on the submission of receipt(s).

8. May anticipate expanding his/her volunteer experience by being considered for appointment or election by the Chapter Board in accordance with its bylaws to the National Board. Such appointment or election is dependent upon satisfying the skills-set and the dedicated time commitment required to fulfill the dual role of National Director with responsibilities and obligations to both the National Board and Chapter Board while not compromising any National policies pertaining to confidentiality or conflict of interest. Those dual responsibilities and obligations are set out in separate documents titled “Role of National Director on the National Board” and “Role of National Director for the Chapter”, both of which documents have been approved and as may be amended from time to time by the National Board.

Time Commitment (in random order)

A Director should be prepared for the following time commitment (all quoted times are approximate):

1. A monthly Board meeting (day and time to be established by the new Board) – 1 to 2 hours per meeting; teleconference is acceptable.

2. One Annual General Meeting in April – 1 hour.

3. Potentially chair or co-chair at least one committee – 2 to 4 hours per month*.

4. May also be required to participate on other committees or a project where all Board members will be asked to provide input and feedback – 1 to 3 hours per month*.

5. Make some phone calls on behalf of the Chapter or Board – 1 to 3 hours per year*.

*Please note, depending on the task at hand, time spent may vary widely from a great deal of time that is required to finalize the project to nothing at all once it is completed.

Responsibilities of a Director (in random order including but not limited to the following)

A Director:

1. Complies with both the National and Chapter Bylaws, and the National Code of Professional Ethics for the Credit Profession.

2. Acts in a position of trust for the Chapter and is responsible, accountable and loyal to the Chapter.

3. Maintains the highest possible standard of professionalism, decorum, moral and ethical principles so as to never compromise the Chapter.

4. Is aware of and avoids any conflict of interest.

5. Recognizes, understands, respects and complies with the By-laws currently in force of both the Chapter and CIC as may be amended from time to time.

6. Shares responsibility with the other Directors for the effective governance of the Chapter including, but not limited to; policy, chapter activities, legal and financial matters.

7. Recommends and complies with any policies, standing rules or standards of governance as established and amended from time to time by the Board.

8. Understands and is fully committed collectively with the other Board members to comply with best practise guidelines, policies and initiatives for Chapters as established and amended from time to time by the National Board.

9. Understands and is fully committed collectively with the other Board members to comply with internal controls for Chapters as established and amended from time to time by the National Board.

10. Fosters a positive working relationship with the other members of the Board and committee volunteers.

11. Provides a measurable contribution to and for the betterment of the Chapter.

12. Attends all Board meetings, AGMs, and any Special Meetings called by the President. Where allowed, attendance by telephone or electronic conferencing shall be accepted.

13. Maintains any and all matters of a confidential nature as proprietary for the Board.

14. Prepares for and participates in all meetings by actively contributing to discussions and decision-making.

15. Participates in the development, implementation and achievement of short and long-term goals, objectives and priorities in meeting the needs of the membership.

16. Participates on at least one committee, or act as National Director, or hold an Executive position on the Board.

17. Carries out the tasks requested/assigned by the Board or the President.

18. Reports any and all undertakings to the Board, or as may be directed otherwise from time to time by the Board or the President.

19. Participates with the Board in seeking nominations for election to the Board.

20. Promotes membership in the Chapter through community networking.

21. Maintains a high profile in CIC and Chapter functions including, but not limited to Graduation Night, Student Night and the Annual General Meeting etc.

22. Obtains support of employer and family for the required time commitments to perform tasks and attend meetings.

Note to Chapters: This generic form has been developed by the National Board of Directors to provide a standardized format for use by all Chapters for their governance. Revisions to this form are permissible to suit individual chapter needs so long as responsible governance, prudent management, sound financial stewardship and internal controls are not compromised in any way, shape or form. While Chapters are in possession of various assets, both financial and otherwise, ownership of those assets rest with CIC. Since Chapters are not incorporated separately, CIC at the national level is ultimately responsible to ensure it apprises Chapters of the necessary requirement of providing and engaging only the best practises for responsible governance.

This form was approved by the National Board of Directors on February 13, 2012 and it supersedes all previously approved forms.

Revised October 29, 2011

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