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Board members come from many different walks of life. They may be teachers, lawyers, homemakers, bankers, secretaries, business owners or other individuals from an endless list of occupations. The most important thing to recognize is that each member brings a unique set of skills and experiences to his or her role as a board member. It would be unreasonable to expect all members to have the same level of knowledge in all agency management and governance functions; therefore, it is critical that a board make every effort to use the skills and knowledge of each of its members.

A board may be an advisory board or a governing board, and it is important to clarify the differences.

Advisory boards are incorporated under a host organization which defines their limits of authority and responsibility. The advisory board has no legal status apart from its parent body. The primary function of an advisory board is to provide advice and recommendations to the agency’s staff or the governing board, which may or may not take the advice it is given. The advisory board is only responsible for the mandate it receives from its parent body.

Governing boards are independently incorporated and are the legal entity and authority for the non-profit organization. In legal terms, the governing board is the organization. It has the authority to govern itself and to create its own rules. The governing board is ultimately accountable for the proper conduct of the organization’s business. The Province of Manitoba, Department of Families, funds social service agencies which are incorporated as non-profit organizations and are managed by governing boards. The board is ultimately responsible for all aspects of the agency’s programs, staff and funds. This includes accountability to the funding source(s) of the agency.

This guide was prepared by the Department of Families for the boards and staff of provincially funded social service agencies. The guide is not intended to be a detailed procedures manual, but to provide awareness of the basic responsibilities and functions expected of a governing board and its members.

This guide is designed to achieve the following objectives:

  • to provide a comprehensive document outlining the responsibilities of a governing board and its members
  • to ensure reasonable consistency in board awareness through the external social services agencies that secure funding from the Department of Families
  • to present a guide that would be valuable, yet flexible enough to be useful across all the agencies
  • to serve as a reference document for board training and orientation

Each agency, depending on its size, complexity and current board performance, will use this guide in various ways and to varying degrees. This guide overviews the management and governance functions of an agency’s board and its use should be adapted to the unique needs of each agency and its board.

Questionnaires, self-analysis worksheets and/or checklists are included at the end of each section in the guide to help boards measure their overall effectiveness in each of the management areas.

This document is not intended to provide legal or accounting advice to either board members or members at large of a non-profit corporation. In the event that there are particular issues of concern relative to a specific agency, they are best served by seeking independent legal or accounting advice.

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