BOARD OF DIRECTORS
Terms of Reference
As volunteer leaders, Board members play an important role in the success of an organisation. The Board has significant legal and ethical responsibilities to the membership, staff, and the wider profession. Strong and knowledgeable Directors help an organisation 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 organisation wholly organised and administered by or affiliated with a university; or is employed by a not-for-profit, non-profit, public agency or organisation 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 organisation 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:
- Establishing the Vision, Mission and Values
- Determine the Association’s vision and mission to guide and set the pace for its current operations and future development;
- Define the value to be promoted through the Association; and
- Set, monitor and review the Association’s goals.
- Strategic Planning
- Review and evaluate present and future opportunities, threats and risks in the external environment; and current and future strengths, weaknesses and risks relating to the Association;
- Determine strategic options, select those to be pursued and decide the means to implement and support them;
- Agree the Association’s policies, business strategies and operational plans which underpin the Strategic Plan; and
- Ensure the Association’s organisational structure, capability and resources are appropriate for implementing the chosen strategies.
- Ensuring Legal and Regulatory Compliance
- Responsible for developing appropriate Association policy, practices and reporting processes which ensure compliance with relevant legislation and regulation, including (but not limited to):
- the Canada Not-for-Profit Corporations Act;
- Canadian anti-spam legislation
- Financial management, regulation and audit;
- Employment legislation and standards;
Health & Safety;
- Data Protection including the Personal Information Protection and Electronic Documents Act (PIPEDA); and
- Environment and social responsibility.
- Financial Oversight
- Ensure the solvency of the Association, safeguarding assets and ensuring the effective and efficient use of resources;
- Approve the annual operating budget and inform the continual review of a 3-year budget cycle;
- Agree any variation from budgetary targets, in accordance with the Association’s financial regulations;
- Agree funding for non-recurrent expenditure, in excess of $10,000;
- Ensure financial probity through the regular review of financial and accounting balance sheets and reports; and
Ensure retention of financial documents as required by legislation and informed by best practice.
- Stakeholder Engagement
- Steward relationships that will help realise the objectives of the strategic and operational plans;
- Advocate CARA, articulating the goals, missions and purpose of the organisation and its members;
- Represent the Association to external stakeholders, representing member views and influencing and/or contributing to stakeholders’ own activities; and
- Listen to the needs of the membership and direct any necessary changes that will enable CARA to serve the membership to the highest potential.
- Appointment of the Executive Director
- Identifying, appointing, motivating and retaining an individual with the skills and experience needed to lead the day-to-day executive functions and deliver against the objectives of the strategic and operational plans.
Operationally the Board of Directors shall:
- Understand and fulfil the commitments of being a member of the Board;
- Commit to a 3-year term of office;
- Complete and maintain the requirements of the NFP Act, including filling the officer positions:
- Vice President
- Appoint an Executive Director to manage the day-to-day operations of the Association;
- Participate in monthly conference calls; and
- Attend the Annual General Meeting.
Strategically the Board of Directors shall:
- Ensure vision and mission statements reflect the current values and circumstances of the Association and the wider profession;
- Develop plans for the future development of the Association (and the wider profession); and
- Build and maintain relationships with key strategic partners and Association stakeholders.
Administratively the Board of Directors shall:
- Ensure Terms of Reference are maintained and met by all Directors;
- Ensure Board member turnover is completed and adequate time is allotted for transition;
- Ensure the completion of the Annual Report;
- Ensure the planning and execution of the Annual General Meeting; and
- Maintain a membership base for a non-profit corporation:
- As a mechanism to connect with individuals; and
- To ensure the Association is kept in order and good standing of the NFP Act.
The Board of Directors reports formally to the CARA membership through provision of the Annual Report, which includes an assessment of the organisation’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 to the Board of Directors on a regular basis, thus ensuring provision of appropriate checks and balances are maintained across the entire decision-making cycle.
The Board of Directors thus retains authority to utilise 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, programme 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:
- To agree strategy and assess performance. To do this, Directors must be prepared and understand: the key drivers for CARA; the strengths, weaknesses, opportunities and threats to the Association; and the changes occurring within the profession.
- To ensure company operations remain aligned with strategy, and that staff, Directors, sub-committees, or volunteers are not straying into activity areas that are not defined by the Strategic Plan or annual operational plan.
- To monitor financial performance against agreed budget.
- To ensure procedural and compliance issues are identified and dealt with properly, for example any issues arising from amendments to the Canada Not-for-profit Corporations Act or other relevant legislation. It also includes matters such as declarations of conflicts of interest amongst Directors, breaches of the Members’ Code of Conduct, or compliance with [CARA] project funder requirements.
- To use the time together to explore new ideas for growth, to source alternative approaches to problems and to agree ways of exploiting opportunities for CARA.
The Board convenes for an average of 18 hours per year and therefore cannot afford to sit and listen to reports on activity. Directors are expected to read papers in advance and all Directors should join the meeting well briefed and prepared for 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 broader conversation. Sometimes the Board makes decisions; and sometimes the Board learns and explores through conversation, preparing to make 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, utilising 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 version, the English language version shall prevail.
Approved by the CARA Executive Board: 6 May 2017