5.5 CONDUCT OF THE BUSINESS OF THE BOARD

SECTION 5.5:

Conduct of the Business of the Board of Directors

  • The Board meetings are scheduled monthly, or as deemed necessary by the Chairman

  • The Chairman establishes the Agenda with the assistance of the Executive Director

  • All material and reports are available to the Directors in advance of the meeting

  • All presentations and committee reports are to be in a written form

  • The Agenda is managed in a timely manner and focuses on decision-making, development of policies, resolutions or bylaws to convey Board processes, attention to strategic planning, accountability and the reporting mechanism on operating issues

  • The decision-making process of the Board is based on a consensus environment*:
  • Issues are discussed openly
  • Differences of opinion are respected
  • Agreement is reached by Directors indicating that they are:
    • For a decision
    • Will support it
    • Will have some objections or concerns but will not block a decision
    • Have too many concerns/objections to support a decision

  • consensus can not be reached.

  • Reporting of decisions:
  • Board decisions are in a clear and consistent format in the form of a resolution, recommendation or motion passed at a properly constituted Board meeting
  • Recording of the business of the Board is the responsibility of the Chairman of the Governance Committee with the assistance of the Executive Director

  • Directors who are unavoidably absent from a Board meeting receive sufficient information in a timely manner to enable them to understand what decisions were made and if consensus was reached

* Consensus Environment: This environment supports contributions by all Board members and expects others to listen, respect and consider their “colleague’s” input. It recognizes that Board members have different areas of expertise, experience and knowledge to bring to the table. It may protect the organization in that all sides of an issue or decision are considered and resolved before making the decision. When consensus is not possible, more formalized rules of conduct (Roberts Rules of Order) provide a solution.