Guidelines for Board Members and Officers

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In this section:

Committment and General Duties
Terms of Reference

The Commitment and General Duties

Board members are those individuals who have stepped forward to give their skills, interests and talents to an agency. It should be recognized that board service is a special commitment. The clients and community served by an agency require the agency’s board to maintain a minimum level of commitment to the governance of the agency. The following is a brief discussion of this minimum commitment.

  • A board member should be committed to fulfilling the needs of the people the agency serves. The success of the agency is measured in the quality and quantity of service that is delivered.
  • A board member must ensure the financial stability of the organization by the raising of monies through fund-raising, personal gifts, government assistance or other funding organizations and by being a responsible manager of these funds. Each board member helps assure the financial integrity of the agency.
  • A board member provides resources to the agency through his or her talents, special skills and interests and by encouraging others to support the agency.
  • Finally, a board member should be willing to commit time and energy to the agency. Preparation time is required so each member can participate fully and intelligently in board and committee meetings.

The following is a list of general duties for effective boardmanship.

  • Attend all board meetings - this participation emphasizes policy making, monitoring operations via the executive director or General Manager, and monitoring actual progress compared to a one-year operational plan. In order to participate to the best of their abilities, board members should:
    • be punctual
    • be informed on the agenda items
    • contribute in a concise, clear and carefully thought-out manner
    • carefully consider the positions of your colleagues and assist in constructive decision-making and strive to secure consensus
  • Attend committee meetings.
  • Contribute financially to the agency.
  • Assume leadership when requested or when required.
  • Represent the agency at community events and promote the understanding of its purpose and programs.
  • Be informed about the agency’s programs, policies and services.
  • Be informed about the needs and trends within the agency membership and the community.

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Terms of Reference

Terms of reference provide a brief description of the basic components of a given role, including the specifications, responsibilities and accountabilities of the role within the organization. Terms of reference may be developed for an individual position. They should be reviewed annually and updated to ensure continued relevance.

Terms of reference provide staff and board members with a clear understanding of what they and others are expected to do. Terms of reference aid in the recruitment of members by analyzing task requirements, making it is easy to identify needed skills. They also provide the recruiter and prospective volunteer with a framework for discussion. In addition, terms of reference for board members help the organization anticipate training needs.

Points to include in terms of reference

  • Name of organization
  • Position title
  • Purpose - general statement describing the mandate of the committee or position
  • Term of office
  • Orientation - brief description of training offered
  • Authority - how much "power" does the position have?
  • Accountability - to whom is the position responsible?
  • Responsibility - what is the role of the position?

The responsibilities of board officers should be outlined in the by-laws of the agency. The typical responsibilities of the president, vice-president, secretary and treasurer are discussed below.

The President/Chairperson

The president is the chief executive officer and, as such, takes the lead in the affairs of the agency. His or her duties usually include:

  • Creating a positive atmosphere at meetings which allows the board of directors to work harmoniously and decisively together so all members participate.
  • Delegating to other officers or committees the arrangements for the meeting place and necessary details, and monitoring this process to ensure these tasks are done satisfactorily.
  • Consulting with the secretary, committee chairpersons and staff to prepare the agenda prior to the meeting.
  • Casting the deciding vote in the case of a tie (depending on guidelines in the constitution).
  • Managing or conducting meetings by:
    • assigning the floor to one speaker at a time
    • co-ordinating discussion and assuring that the discussion stays on the topic under consideration
    • providing and/or summarizing facts and details as necessary
    • stating clearly every motion before the vote is taken, announcing the results of the vote and overseeing the actual voting procedures, such as appointing scrutineers, if required.
  • Requesting the vice-president, or an alternate, to assume chairmanship of the meeting if the president wishes to take part in discussions. It is not advisable to give opinions while in the chair.
  • Ensuring that the most qualified and effective individuals are appointed to the key committees which do the work of the agency.
  • Meeting with the executive committee between monthly board meetings to make any necessary administrative decisions, within the policy guidelines of the board.
  • Representing the agency when dealing with funders.
  • Acting as a signing officer for the agency.
  • Performing ceremonial duties at agency social functions.

Suggestions For The President

  • Open meetings on time and proceed in a business-like manner and adjourn meetings on time. Have the board approve the agenda at the beginning of the meeting.
  • Arrive for the meeting early to check on seating and equipment, and to review items of business with officers.
  • Be familiar with the rules of parliamentary procedure and any variations of those that appear in the organization by-laws.
  • Conduct the meeting with tact, firmness and fairness. It is not good practice to hold whispered conferences with other officers while in the chair.
  • Remember, all members have equal rights on the floor but, politely and firmly, declare members out of order when necessary.

The Vice-President

The duties of the vice-president usually include the following.

  • Learning the duties of the president, and acting as chairperson when the president is absent, or when called to the chair by the president.
  • Assisting the president whenever possible.
  • Assuming duties as assigned by the agency and usually chairing at least one major committee of the agency.
  • Filling in for the president at major presentations and other events as required.
  • Acting as president if the president leaves the group. Presidential succession will probably be stated in the constitution.
  • Acting as signing officer for the agency.
  • Ensuring ongoing board member development.

The Secretary

The usual duties of the secretary are as follows.

  • Taking charge and ensuring the safety of the minute book, correspondence and other records belonging to the agency.
  • Distributing copies of minutes and agendas to all board members before the regularly scheduled meeting.
  • Collecting written reports from the committee chairpersons and distributing them as required.
  • Maintaining the files and records of the agency for future officers, including copies of letters, grant applications, annual reports, briefs and proposals.
  • Receiving and reading correspondence, and bringing it to the attention of the appropriate officer.
  • Conferring with the president to ensure awareness of pending business.
  • Recording motions and decisions of the meeting. Committee reports should also be filed with the minutes.
  • Sitting at the front table, near the president.
  • Reading all pertinent letters received by the agency at the request of the president.
  • Acting as chairperson if both the president and vice-president are absent, and appointing an acting secretary for that meeting.
  • Standing:
    • to read minutes of previous meeting
    • to read correspondence
  • Participating when appropriate in discussion and voting.
  • Acting as a signing officer of the agency.

Suggestions For The Secretary

In writing the minutes of a meeting, the secretary should record the following:

  • kind of meeting (regular or special)
  • name of organization
  • date and place of meeting
  • number and/or names of members present and names of special guests
  • statement that the minutes of the last meeting were or were not read and approved
  • all business transacted, including motions made, names of members who moved and seconded each motion and whether the motion was carried or defeated
  • committees appointed - names of members and the terms of reference
  • statement on correspondence handled by the meeting
  • any special features of the meeting, such as the program
  • time of adjournment
  • time and place of next meeting, if not indicated in by-law of the organization

NOTE: Larger boards may have paid staff who record meeting minutes and do the "legwork" for the organization. The board secretary then becomes more of a "monitor" position -- someone to make sure the board secretary’s responsibilities are carried out by staff.

The Treasurer

The following lists the key roles and responsibilities of the treasurer.

  • Keeping the agency funds in a safe place, preferably a bank or credit union account, as directed by the agency.
  • Co-signing cheques with another officer, usually the president.
  • Keeping an accurate record of all receipts and expenditures, therefore keeping the agency’s fiscal books up-to-date at all times.
  • Paying accounts approved by the agency.
  • Submitting regular financial statements at monthly meetings of the board of directors and executive committee.
  • Submitting an annual report showing receipts, payments and balance on hand. The president "puts" the question of adopting the report and this, in effect, approves the treasurer’s report.
  • Overseeing the development of the agency’s budget and its presentation to the board for consideration and approval.
  • Monitoring the budget and advising the board of directors of forthcoming expenditures, problems and any other financial management issues.
  • Ensuring that funding sources, members, governments and their agencies receive timely and accurate financial reports.
  • Recommending to the board of directors the name of a qualified auditor or accounting firm that conducts audits. Organizing a series of interviews once every three years to ensure that a competent accountant is selected.

If the organization has an employee who is responsible for financial management, the treasurer may be less involved in the day-to-day financial activities. However, the treasurer should still have a financial background equal to the responsibilities listed above. The treasurer is responsible to report to the board, so the board can ensure the financial integrity of the agency. One of the major roles of the treasurer will be to oversee the independent audit of the agency’s accounts.


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Early Learning and Child Care Program 210-114 Garry Street, Winnipeg MB R3C 4V4


Phone: 204-945-0776 Toll-free: 1-888-213-4754 Fax: 204-948-2625 TTY: 204-945-3724

Hours: Monday to Friday 8:30 a.m. - 4:30 p.m