General Board Member Job Description

Preamble

Role of a Board

The board is responsible for the highest level of decision-making and legal authority in an organization. By law, it is ultimately accountable for, and has authority over, Bike Edmonton's resources and activities. The board articulates and communicates the organization's vision to the membership and the community. Through policy, the board defines the parameters within which Bike Edmonton will carry out its work.

Responsibilities of a Board

Governing boards (whether administrative or policy) have the ultimate responsibility for the organization's:

• Purpose, by establishing and implementing Bike Edmonton's mission and vision;
• Continuity, by providing continuity for managing and implementing Bike Edmonton's affairs;
• Progress, by setting the rate of progress that Bike Edmonton takes in reaching its mission and vision;
• Identity, by securing the community support and appreciation for Bike Edmonton's objects, beliefs, vision, mission, and long-term direction.

The Bike Edmonton Board operates mostly as a policy governing board, but still has minor roles as an administrative board since there are few staff.

Functions of the Bike Edmonton Board

The main function of the board is governance. The board carries out this function by establishing, directing, and influencing the implementation of policy in four areas:

• Framework governance
• Board self-governance
• Operational governance (program, personnel, finance)
• Advocacy governance

See Appendix A for further details on these four areas of governance.

Authority and Responsibility of Board Members

The Board of Directors is the legal authority for Bike Edmonton. As a member of the Board, a Director acts in a position of trust for the community and is responsible for the effective governance of the organization.

Requirements of Board Members

Requirements of Board membership include:

1. Commitment to the work of the organization.
2. Knowledge and skills in one or more areas of Board governance: policy; finance, programs, personnel, and advocacy.
3. Adherence to the [| Code of Conduct].
4. Willingness to serve on committees.
5. Attendance at monthly Board meetings.
6. Attendance at meetings of assigned committees.
7. Attendance at Annual General Meetings.
8. Attendance at membership meetings.
9. Support of special events.
10. Support of, and participation in, fundraising events.
11. Financial support of Bike Edmonton; for example, in the form of buying a membership.

Term

Directors are elected by the membership at the Annual General Meeting. Directors serve for a two year term and up to four years (two consecutive terms) as per the Bike Edmonton Bylaws. Directors may be released at the end of the elected term, by formally resigning, or removed according to Bike Edmonton's bylaws.

General Duties of Board Members

A Director is fully informed on organizational matters, and participates in the Board's deliberations and decisions in matters of governance: policy, finance, programs, personnel and advocacy.

A Director must:

1. Approve, where appropriate, policy and other recommendations received from the Board, its standing committees, and senior staff.
2. Monitor all Board policies.
3. Review the bylaws and policy manual, and recommend bylaw changes to the membership.
4. Review the Board's structure, approve changes, and prepare necessary bylaw amendments.
5. Participate in the development of Bike Edmonton's organizational plan and annual review.
6. Review monthly financial statements and approve Bike Edmonton's annual budget.
7. Approve the hiring and release of the executive director, including the executive director's employment contract, based on the recommendation of the Human Resources Committee.
8. Support and participate in evaluating the executive director.
9. Assist in developing and maintaining positive relations among the Board, committees, staff members, and community to enhance Bike Edmonton’s mission. Promote Bike Edmonton’s mission in the community.
10. Revisiting the organization’s mission, vision. values and approach, in collaboration with staff, to ensure that they are still relevant and that the organization’s programming is in harmony with its mission.
11. Engaging in organization-wide evaluations, in collaboration with staff.
12. Engaging in strategic thinking and planning, in collaboration with staff.

Time Commitment

An estimate of the minimum monthly time commitment which Board members undertake:

• Attend a monthly board meeting: 3 hours.
• Review and respond to governance related emails: 4 hours.
• Chairing a committee, or alternate governance/management tasks: 3 hours.

In addition to a monthly commitment, Board members are expected to attend two annual events:

• The board retreat (approximately 8 hours) to bring new board members up to speed, and set the direction for the year.
• The Annual General Meeting (approximately 3 hours).

Board members taking on executive roles may need additional time to complete the duties associated with those positions. Note that operational work is not expected of Board members, but may be undertaken in addition to the duties listed above.

Legal Duties of Board Members

(From HR Council)

Each Director has a fiduciary duty to the organization. This means that the board is acting on behalf of the membership or stakeholders in directing the affairs of the organization. The fiduciary duty of the board is the same for all types of governance structures and covers all areas of responsibility.

In law, a duty is an obligation to act in a certain way and to a certain standard of care.

Duty	Standard of Care
Duty of diligence	Directors are required to: Act reasonably, prudently and in good faith Educate themselves about the organization Make reasonable inquiries into the day-to-day management of the organization, consider explanations and to make informed decisions Diligent directors also seek the advice of qualified professional, when necessary
Duty of skill/competence	*Directors with a special skill or knowledge have a duty to use that expertise in their role as a Board member, and to practice the standard of care expected of their professional abilities. Board members without specialized skill or knowledge are expected to act as a prudent person would act. Prudent directors are cautious and careful. They try to foresee the consequences of a course of action before taking it.
Duty of loyalty	Directors have a duty to always place the interest of the organization first. This means acting honestly, in good faith and in the best interest of the organization. Directors must fully and promptly disclose any potential conflicts of interest and take action to avoid perceived or real conflicts of interest.
Duty of obedience	*Directors have a duty to act within the scope of the governing documents of the organization and to ensure that committees and staff do so as well. Governing documents include the organization's constitution, bylaws, policies, rules and regulations. This duty includes ensuring that governing documents are kept up-to-date. Directors also have a duty to obey all laws and statutes that apply to the organization.

Directors are covered under the Directors and Officers section of the organization’s insurance policy.

Evaluation

A Director's performance is evaluated annually based on the performance of assigned Board requirements and duties.

Review Date and Approval Date

The Human Resources Committee annually reviews the Board Member Job Description. Recommended changes are presented to the Board.

Dates of Effect

Date Approved, Revisioned and Active Approved February 27, 2013

Date Expired Enter Date Information

Appendix 1: Four Areas of Board Governance

From Roles and Responsibilities of Not-for-Profit Boards

Framework Governance

Framework governance covers the broadest policy areas of the organization, such as the mission, the vision, and the strategic direction. The focus is on results, rather than on the methods used to achieve them. Through framework governance, the board defines the mission, the expected outcomes, and the future direction of the organization.

Framework policies include:

• Organizational value(s) and belief statement(s)
• Vision statement
• Mission statement
• Target statements(s)
• Aims or strategic directions

To fulfil its framework governance function, the board:

• Makes sure that there is a strategic plan
• Monitors the framework policies to make sure that they reflect community needs
• Evaluates the organization's progress, as outlined in the framework policies and the strategic plan

Board Self-Governance

Board self-governance includes defining how the board will organize itself to get its work done, how the board will govern, and the board's relationship to its membership and to the community.

Board self-governance policies include:

• A process for policy-making
• The governing style to be used by the board
• The process for the Annual General Meeting
• The board's relationship to the membership
• Recruiting, selecting, orienting, training, and evaluating board members
• Roles, responsibilities, and functions of the board, board members, and committees
• The board structure
• A board member code of conduct
• The board chairperson's role (and the role of other executive members of the board)

To fulfil its self-governance role, the board:

• Fulfils its legal mandate, as defined in its objects and bylaws
• Develops, implements, and monitors board self-governance policies
• Describes lines of communication and authority
• Plans and conducts the Annual General Meeting (AGM)

Operational Governance

Operational governance directs the organization's programs and/or services, personnel, and financial resources, and sets the rate of progress that the organization takes towards its vision. There are three areas of operational governance:

1. Program governance
2. Personnel governance
3. Financial governance

#Program governance

To fulfil this function, the board:

• Monitors the community to make sure that programs and services are relevant to users
• Makes sure that a viable strategy is in place to achieve the mission and goals
• Allocates resources for programs and services
• Monitors and evaluates the results (not the operation) and the cost·effectiveness of the programs and services

An administrative governing board also assumes the responsibility for managing and implementing programs. A policy governing board delegates the responsibility for managing and implementing programs to the Executive Director. The Edmonton Bicycle Commuters Society is mostly a policy governing board.

#Personnel Governance

To fulfil this function, the board develops policies concerning the executive director and other staff. The board:

• Defines the board's relationship to the executive director
• Delegates authority to the executive director
• Develops policies that define the role, responsibilities, and functions of the executive director
• Makes sure that the executive director has the necessary skills to carry out the mission
• Sets compensation and benefits for the executive director
• Makes sure that a competent replacement for the executive director is available when necessary
• Hires, evaluates, and releases the executive director
• Sets policies for staff salaries, grievance process, compensation, benefits, and health and retirement plans
• Establishes policies for the use of volunteers
• Promotes good board and staff relations

An administrative governing board also develops personnel policies for all administrative staff program and service volunteers. A policy governing board delegates this responsibility to the Executive Director.

#Financial Governance

To fulfil this function, the board:

• Establishes policies for budgeting and financial reporting
• Monitors the budget
• Oversees, and participates in, fundraising activities
• Makes sure that the assets of the organization are protected and cared for
• Sets policy for the use of contracts
• Makes sure that there are enough resources to operate the organization
• Makes sure that facilities are maintained, and that they meet the organization's needs
• Makes sure that there is an annual financial audit

Advocacy Governance

Through advocacy governance, the board secures the community's support for the organization's beliefs, vision, mission, and long-term direction. Advocacy governance also establishes the organization's response to matters that affect its relationship to the community and to society.

To fulfil this function, the board:

• Interprets the organization's beliefs to the community, and encourages support for them
• Develops community awareness of the organization's unique role
• Represents the organization to the community, government, foundations, corporations, and funding agencies
• Monitors government legislation, and advises government officials on the impact of current and proposed policies
• Supports the organization's work in the community
• Participates in clarifying and resolving issues
• Develops policies that describe the organization's position on relevant issues