Core Structure:

• Executive: President, Vice President, Past President (ex-officio, voting), and Treasurer, Executive Director (ex-officio, non-voting)
• Minimum of 5 Directors and maximum of 12 Directors, including executive members
• City of Kamloops representative or alternate (non-voting)

Appointment and Duration:

• Directors must be members of the North Shore Business Improvement Association as outlined in the Association’s Constitution and Bylaws
• Directors are elected for a two year term by the membership at the annual general meeting
• Directors may succeed their term for two more terms (total six years) with a maximum of ten years on the board unless there are extenuating circumstances, and with Board approval
• The Board Executive is elected for a one year term annually by the board
• Any Director who misses 3 consecutive Board of Directors meetings is deemed to no longer be a Director. The Board may grant a special dispensation if there are proven to be extraordinary circumstances before the 3 consecutive absences occur.

Reporting:

• The Board of Directors reports to the membership at the annual general meeting

Mandate:

• To fulfill the legal requirements and obligations of a director and to govern the North Shore Business Improvement Association according to its constitution, bylaws, stated policies and strategic plan

• The purpose and role of the Board is to govern the organization to efficiently and effectively fulfill its mandate; achieve its mission and vision; and, be accountable to the members for competent, conscientious and effective performance.

Board Role: In governing, the board will:

1. Be forward thinking,
2. Encourage diversity of viewpoints,
3. Support strategic leadership,
4. Ensure a clear distinction of Board and Staff roles and responsibilities,
5. Ensure ongoing financial health and viability,
6. Ensure legal operation of the Organization,
7. Embrace collective decision-making through healthy & respectful discussion,
8. Comply with expectations of operating a Governance oriented Board,
9. Provide guidance and direction to the Executive Director or other Directors,
10. Establish standards of organizational and Board conduct and enforce them,
11. Provide oversight and monitoring of the Organization and Board,
12. Protect the interests of the organization,
13. Maintain Stakeholder knowledge and relationships.

Board Work:

The Board is responsible for leading and guiding the organization toward achieving its vision and strategic goals that fulfill the Mission of the organization.

Therefore, the Board’s specific work shall be to:

1. Organize and operate in accordance with its constitution and current bylaws, terms of reference, code of conduct, and conflict of interest guidelines.
2. Fulfill of the key areas of responsibility as set out in the Board Role policy.
3. Be informed on matters of interest and concern to members, stakeholders and organization.
4. Engage in decision-making regarding the direction of the organization and on matters affecting the interests of the organization, its members and stakeholders.
5. Establish and maintain effective and relevant communication with its members.
6. Develop, monitor and review multi-year Strategic Plan, strategic direction and policies which lead and guide the organization.
7. Assure and evaluate organizational performance (Executive Director performance).
8. Ensure compliance with legislation, regulations and conditions of its funding bodies.
9. Evaluate its own Governance processes and performance.
10. Actively participate in Committees and working groups to advance the organization’s goals.
11. Annually review and update all Policies related to the organization,
12. Actively work to advance the mission of the Organization through participation in events, meetings and other opportunities to promote the NSBIA,
13. Actively attract and recruit new Board members in order to support the healthy succession planning of the Board.

President Responsibilities

The primary role of the President is managing the work of the Board, representing the Board as required in the public, Media and at Events and ensuring that the Board operates within its authority to govern within the rules/policies it establishes. The President is also the conduit between the Board and Executive Director.

Consequently, the President will:

1. Safeguard the integrity of the Board process and to represent the Board as required.
2. Ensure that the agenda and meeting content are focused with those matters that clearly fall within the purview of the Board to decide.
3. Ensure Governance Principles and Roberts’ Rules are used for conducting the meeting, unless agreement has been reached to use different procedures.
4. Only make act or make decisions on behalf of the Board when authorized to do so by the Board, or within compliance of existing policies and procedures.
5. Preside over all Board meetings with all of the usual power of that position.
6. Liaise on behalf of the Board with the Executive Director, .
7. Be the designated spokesperson for the Board, a responsibility which can be delegated to the Executive Director.
8. Provide leadership in managing the work of the Board.
9. Develop in consultation with Directors and the Executive Director, the Board’s regular meeting agendas.
10. Chair or Co-Chair committees as required.
11. Ensure the minutes of each Board meeting are properly compiled and reflect the reality of the Board meeting.

Director Responsibilities

The primary role of a Director is to contribute to the work of the Board and to ensure that the Organization functions within the guidelines laid out within all applicable rules, and regulations, and within the confines and opportunities of all Bylaws. Each Director is expected to be an active participant in the positive function and growth of the NSBIA. Directors do not have individual influence over operations of the organization, nor the Executive Director, direction is provided to the Executive Director through the President on behalf of the entire Board.

A Director is responsible to:

1. Be informed of the documents and legislation under which the Society exists, its By-laws, values, codes of conduct, and policies as they pertain to the duties of a Director.
2. Keep generally informed about the activities of the NSBIA and the local North Shore community, and general trends in the business sectors of the North Shore.
3. At all times, use their best efforts to provide positive and team-oriented leadership and direction to the NSBIA in support of its vision, mission, and mandate.
4. Endeavour to direct the activities of the organization as a whole rather than in their own interest or that of any specific group.
5. Directors’ contributions to discussions and decision-making shall be positive and constructive and Directors’ interactions in meetings shall be courteous, respectful, and free of animosity.
6. Directors shall be prepared to commit sufficient time and energy to attend to NSBIA business.
7. Attend all Board meetings and be prepared for the meetings having read pre-circulated material in advance.
8. Ensure that the financial affairs of the NSBIA are conducted in a responsible and transparent manner with due regard for the Director’s individual fiduciary responsibilities.
9. Serve on a minimum one Committee.

Meeting Dates:

–   Contact the office for this information at 250.376.2411