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Board of Directors Terms of Reference
As volunteer leaders, Board members play an important role in the success of an organization. The Board has significant legal and ethical responsibilities to the membership, staff, and the wider profession. Strong and knowledgeable Directors help an organization maintain credibility, provide important access to the community, and serve as effective advocates of a profession. The Board of Directors of the Canadian Association of Research Administrators (CARA) works to provide leadership and to support the growth and development of professional research administration in Canada.
CARA is a non-profit corporation, governed by its Articles of Association and accompanying bylaws. The Association was founded in 1971 and incorporated in 2017. The members of the Association are those individuals engaged in the administration of research in a Canadian university, college, other post-secondary institution, academic hospital, not-for-profit or non-profit, university-owned foundation or corporation, or any organization wholly organized and administered by or affiliated with a university; or is employed by a not-for-profit, non-profit, public agency or organization whose programmes of research support include universities, other post-secondary institutions or other institutes affiliated with universities; or is a professional in a related field or is interested in research administration and management.
APPOINTMENT AND MEMBERSHIP OF THE BOARD OF DIRECTORS
The Articles of Association allow for members to elect and/or appoint* up to eleven individuals as the Board of Directors to govern the Association on behalf of the membership, ensuring propriety of operations and compliance with relevant legislation and regulation. The Association’s Executive Director is an ex officio member of the Board.
Board members have a collective responsibility to run the affairs of the organization in accordance with the Not-for-profit Corporations (NFP) Act and the bylaws of CARA. Federal legislation established the authority of the Board of Directors as a collective entity and holds Directors legally responsible to act in the best interest of the membership.
As part of a continual process of succession planning, the Board will work to ensure seats remain filled at all times by staying connected to the wider professional environment, publically promoting nomination and election periods, and promoting vacancies when they occur. Further, upon the departure of any Director, it is expected that the Director in question will work with remaining and incoming Board member(s) to ensure a smooth transition and transfer of relevant knowledge and information.
ROLES AND RESPONSIBILITIES
The Board of Directors’ main purpose is to ensure the success of the Association by collectively directing the Association’s affairs for the overarching benefit of the members. Specifically, Directors focus on six key areas:
1. Establishing the Vision, Mission and Values
2. Strategic Planning
3. Ensuring Legal and Regulatory Compliance
4. Financial Oversight
5. Stakeholder Engagement
6.Appointment of the Executive Director
Operationally the Board of Directors shall:
Strategically the Board of Directors shall:
Administratively the Board of Directors shall:
The Board of Directors reports formally to the CARA membership through provision of the Annual Report, which includes an assessment of the organization’s overall performance against the objectives of the Strategic Plan and provision of statutory and non-statutory notes on the annual accounts.
Further, under the terms of the Canada Not-for-profit Corporations Act 2009 the Association must file a corporate Annual Return, which is made available to the public via the Corporations Canada website.
Finally, the Board of Directors is obligated to send copies of CARA’s by-laws (and amendments or repeals) to Corporation Canada, which makes these available to the public via its website.
In accordance with CARA’s Delegation of Authority Policy, Directors delegate their authority in a variety of ways, to staff, sub-committees and volunteers. Through effective internal controls and reporting mechanisms, these designates account for the Board of Directors on a regular basis, thus ensuring the provision of appropriate checks and balances is maintained across the entire decision-making cycle.
The Board of Directors thus retains authority to utilize volunteer expertise by constituting sub-committees of the Board, for the purpose of informing good governance, business development, and operational strategy; contributing to the delivery of events, program content and wider membership services; driving the operational agenda, and responding to strategic and operational management. Sub-committees are ordinarily subject-specific and/or time-limited in their purpose and unless explicitly stated otherwise, sub-committees have an advisory role, making recommendations for decision by the Board of Directors.
Board Chair: CARA President
Board Secretariat: Executive Director
The Board convenes for regular meetings via teleconference as often as necessary to ensure the business of the corporation is completed and they are meeting their fiduciary obligations to manage the corporation, except in May when the Board meets face-to-face around the Annual Conference. The Board also convenes annually in-person to build relationships and strengthen the team, and to formally review progress against the Association’s Strategic Plan and to agree priorities for the year ahead.
The Purpose and Principles of the Board Meetings
The standard template for CARA Board meetings is attached at Annex A, but typically the meetings have five core objectives:
Directors are expected to read papers in advance and all Directors should join the meeting well briefed and prepared for a strategic conversation about important and relevant items. Meeting agendas and corresponding papers are therefore made available to Directors one week in advance of a meeting.
CARA Board meetings benefit from intentional design and good facilitation. Routine matters are handled quickly and the most pertinent items are placed at the top of the agenda. The Board may talk about information provided by Directors, staff or volunteers and a brief verbal overview of papers can be provided in a meeting, but only as a precursor to a broader conversation. Sometimes the Board makes decisions; and sometimes the Board learns and explores through conversation, preparing to make a decision in the future. Board members are expected always to ask strategic questions and to challenge the status quo, probing to ensure they are drawing on information that is accurate, insightful and useful.
TRAVEL AND SUBSISTENCE
All Directors give their time voluntarily and receive no financial benefits from the Association. Directors should arrange any travel direct with the Executive Director, utilizing the Association’s credit arrangements with travel companies and hotel chains. Reasonable travel expenses can be claimed, with all due adherence to CARA’s Travel Policy.
In the event of inconsistency between the French and English versions, the English language version shall prevail.
Approved by the CARA Executive Board: 6 May 2017 and 10 March 2020
CARA BOARD MEETINGS: STANDARD AGENDA
CARA Executive Call DD/MM/YYYY at 1pm, EST
Toll Free (+1) 888-289-4573
USER ID: 4997342
*Full details of the appointment process are found in the CARA Articles of Association and accompanying bylaws
**Portfolio reports and reports on other routine activities should not be discussed at length. Rather these should be submitted and circulated a week in advance. Major issues should then be discussed as matters arising.