New Board Member Orientation

1. New Board Member Orientation Parkdale Community Legal Services PCLS Board Orientation

2. Purpose Area Mission, Vision, Values Student Program Governing Documents Annual Budget Management Team & Staff Union Relations Funder Relations Governance & Stewardship Board Division of Responsibilities Board Job Description Board Meetings Code of Conduct & Oath of Office Executive Officers Executive Committee Board Committees Financial Issues Board Calendar Succession Planning AGM’s Outcome Measures Risk Management Insurance Board Supports Topics PCLS Board Orientation

3. Purpose of Board Orientation • To share key information about PCLS & our funders. • To focus on the strategic direction, mission and goals of PCLS. • To discuss expectations & obligations • encourage questions and to explore opportunities for the organization. • Hear about how to manage risks associated with stewardship. PCLS Board Orientation

4. PCLS - Area • PCLS serves low income residents living within the Parkdale/Swansea area bounded by: • North - Bloor Street (south side); South - Lake Ontario; East - Ossington Avenue • (north of Queen, west side) & Strachan Avenue (south of Queen - west side); and, • West - Humber River PCLS Board Orientation

5. PCLS - Mission Statement • PCLS helps people to avoid, prepare for and overcome poverty law problems through a combination of community development and action, the provision of competent and professional legal representation, summary legal advice, and community legal education. • PCLS works with our client community, in all its diversity, to build and mobilize an ever increasing community movement for social change, to create the social and economic conditions to eradicate poverty and oppression, to restore and revitalize the quality of life and enhance self-reliance in the Parkdale and Swansea communities. PCLS Board Orientation

6. PCLS – Our Vision • External: • PCLS plays a pivotal role in helping to build and mobilize an ever increasing community movement for social change, to create the social and economic conditions to eradicate poverty and oppression and to improve the quality of life in the communities we work with, through the delivery of a combination of community development and community legal services. • Internal: • PCLS is a ‘healthy workplace’ where staff and students feel supported, work well together in teams, and are not discouraged by challenges. Staff have equal access to training opportunities and participation in clinic activities. There is a healthy and actively participating membership base. Decisions on priorities and strategic directions are made and communicated in a transparent and -timely fashion after meaningful consultation. PCLS Board Orientation

7. PCLS –Statement of Philosophy • Parkdale Community Legal Services believes: • in community-based and community-governed poverty law services • in recognizing and supporting the inherent agency and authority of people, fostering and ensuring empowerment • in treating people with respect • that access to justice is a right • in the necessity of ensuring quality legal services for our community, while recognizing that non-legal strategies are often of greater utility in work to eradicate poverty than traditional legal strategies • that we can better serve the community by working together as a team and by offering a variety of poverty law services • in respecting equally the work done by, and the role of, each member of the team • that we have a responsibility to actively participate in the community to create the social and economic conditions to eradicate poverty and oppression • in being knowledgeable of, representative of, and responsive to the racial, cultural and social diversity of our community • in the importance of building broad community involvement and support PCLS Board Orientation

8. PCLS – Student Program • We have twenty law students per academic term from Osgoode Hall Law School of York University. They take part in the law school's ‘Intensive Program in Poverty Law.’ • This program attempts to develop in the students a critical analysis of lawyering, of poverty, and the limited utility of traditional lawyering techniques versus non-traditional (`poverty law') lawyering (law reform work, community development). • The actual service delivery — legal advice, assistance and representation — is provided by the law students and articling students under the supervision of the staff lawyers. The students also take part in community development and law reform projects. PCLS Board Orientation

9. PCLS - Governing Documents • Bylaws • Policies & Procedures • Strategic Plan or Goals • MOU & Funding Agreement with LAO & Osgoode Hall Law School • Budget for Current Year • These are the tools of • governance PCLS Board Orientation

10. PCLS Annual Budget PCLS Board Orientation

11. PCLS Management Team • Clinic Director • The Clinic Director has overall responsibility for the delivery of legal services and outreach services subject to the • overriding authority of the Board. • Academic Director • The Academic Director has primary responsibility for student education, conducting the Academic Seminar and law reform and research carried out by the students, monitoring and adjustment of student workloads, and management of student supervision. • Director of Administration • The Director of Administration is responsible for the monitoring and management of money, supplies, the physical plant, our physical assets, and support personnel. PCLS Board Orientation

12. Division of Responsibility – Management Team PCLS Board Orientation

13. PCLS Service Delivery Staff • Staff Lawyers • Law Students (unpaid) • Articling Students • Community Legal Workers (CLWs) PCLS Board Orientation

14. PCLS Support Staff • Group Administrators • Admin Assistant • Office Cleaner • Receptionist PCLS Board Orientation

15. PCLS - Organizational Chart PCLS Board Orientation

16. PCSL – OPSEU Local 525 • PCLS is a unionized workplace. • Staff, other than the lawyers and management, are represented by the • Ontario Public Service Employees Union (“OPSEU”), • through its Local 525. PCLS Board Orientation

17. Funders – MOU’s • PCLS has a ‘memorandum of understanding’ (“MOU”)with each of our two major funders: • LAO MOU: • five year terms • Defines roles & responsibilities of PCLS & LAO • establishes a 'framework' for ongoing relations, including Funding Agreement and policies • sets out supports, besides annual funding, LAO will provide to clinic [see next slide] • Osgoode Hall LawMOU: • Ongoing, subject to review by written request • limits composition of Board [requires Dean’s approval for changes] • governs appointment and roles of Clinic Director and Academic Director (both are members of PCLS Board and Faculty Council of OZ) • sets out process for selection of students, and student activities • sets out supervisory duties of lawyers and CLWs • sets out formal educational responsibilities of lawyers and CLWs [skills training, weekly meetings, input into weekly seminar] • promises yearly financing & support from OZ PCLS Board Orientation

18. LAO – Funder Services • Legal Aid Ontario (“LAO”) provides the bulk of our funding. They also provide the following services to clinics: • Insurance • Management Assistance • Data analysis • Learning & Development • Financial Advice • Dispute resolution and complaints • Clinic Advisory Services • Clinic Resource Office (CRO) • Human Resources Department • Quality Service Office (QSO) • IT Department • Facilities Department PCLS Board Orientation

19. LAO – Funder Relations • The legal clinics in Ontario have created an association to represent their collective interests with Legal Aid Ontario and more generally — the Association of Community Legal Clinics of Ontario ("ACLCO"). • The ACLCO also receives much of its funding from Legal Aid Ontario (pursuant to a Funding Agreement), and from its member clinics. • The ACLCO is governed by a 13 person Executive, elected from clinic staff and board members at an AGM. The Executive is made up of representatives from each of the 4 regions in the province (North, East, Southwest, Toronto/Specialty), and includes both clinic board and staff members. • The PCLS board selects a board delegate to attend ACLCO meetings and represent the interests of PCLS. PCLS Board Orientation

20. LAO – Funder Issues PCLS Board Orientation

21. LAO – Funder Issues [cont’d] PCLS Board Orientation

22. Governance & Stewardship • GOVERNANCE TASKS: • The Broadbent Task Force on non-profit governance & stewardship identified the following 8 key tasks for boards: • 1. Mission & Strategic Plan • 2. Communication • 3. Appropriate Structures • 4. Clarity re. Board’s Role • 5. Fiscal Responsibility • 6. HR Management • 7. Assessment/Control Systems • 8. Planning for Succession/Diversity PCLS Board Orientation

23. BOARD/STAFF – Division of Responsibilities PCLS Board Orientation

24. BOARD – Division of Responsibilities [cont’d] PCLS Board Orientation

25. BOARD – Member Job Description PCLS Board Orientation

26. BOARD – Meetings • As a corporation, PCLS can only function as a meeting of the members, a meeting of the directors, or by delegated agents. Most of the work of the clinic will happen in board meetings and sub-committee meetings. • Meeting Preparation: • Notice and ‘board package’ • Review the agenda and materials • Prepare any written reports in advance of the meeting. • Whenever possible, formulate and ask your questions before the meeting. PCLS Board Orientation

27. BOARD – Meeting Rules of Order • The Rules of Order • Procedural rules are used to maintain order at meetings. • All persons must be recognized by the chair before speaking. • Time limits may be set on certain topics. • Learn the basics of rules of order to be sure motions and procedures are understood toyour benefit. PCLS Board Orientation

28. BOARD Documents: • Oath of Office – You will be asked to sign an Oath of Office. • Code of Conduct – Included with the Oath of Office is a code outlining appropriate conduct as a board member, which you will be expected to comply with. PCLS Board Orientation

29. BOARD – Executive Officers • EXECUTIVE OFFICERS: • President/Co-Chair; • Co-Chair; • Secretary; • Treasurer • The officers of the corporation have special duties described in the bylaws. • Each board officer is, ex officio, a member of the Executive Committee. • For each position on the Executive there are expectations and traditional duties but there is also room for individual initiative. • Each person brings unique skills and talents to the role and contributes in his or her own way. PCLS Board Orientation

30. BOARD – Role of the Co-Chairs • Ensure agenda is prepared and circulated prior to each Board meeting. • Ensure that Board meetings are inclusive by explaining the background to discussions, reducing the use of legal jargon, and inviting members who have not spoken to an agenda item to contribute to the discussion • Ensure that the Board has appropriate information in order to fulfill its responsibilities, make decisions, and plan for the future. • Ensure that adequate number of meetings are held. • Preside at meetings of Board, Executive, and General Membership [AGMs]. • Maintain communication with committee and task group chairpersons to ensure effective functioning and accountability to the Board. PCLS Board Orientation

31. President • Fulfils all legal responsibilities, including signing all contracts and agreements. • Responsible for interpretation of Board actions to membership. • Needs to co-sign the bank documents with the Treasurer when we set up accounts so that the bank has a record of the President’s signature as well as that of the Treasurer • Is the official spokesperson for PCLS; • Is occasionally called on to attend meetings with LAO or Osgoode Hall Law School PCLS Board Orientation

32. BOARD – Role of the Secretary • The Secretary is responsible for: • maintaining the official record of the decisions and policies initiated and/or formulated by the Board of Directors governing the operation of the organization. • certifies any Board resolutions, member registry, by-laws, or certified copies of Board Minutes. • oversees the custody of all corporate records, except financial records. • Performs such duties as identified in the bylaws or assigned by the president. PCLS Board Orientation

33. BOARD – Role of the Treasurer • Prepares an annual budget for approval • Reviews & presents quarterly and monthly financial statements to the Board of Directors which provide the following key information: • present surplus/deficit • reasons for differences between actual surplus/deficit and budget • implications of differences • trends developing which will affect year‑end figures • [at 6 month point] - analyses significant budget variances. • Signs the financial certificates attached to quarterly LAO reports. • Ensures records kept of all income and expenses. • Responsible for filings required by law associated with finances. PCLS Board Orientation

34. BOARD – Executive Committee • Meets to conduct any urgent business between board meetings. • Authorized by the bylaws and restricted by established policies and precedents. • Allows important business to be conducted as issues arise with short notice. PCLS Board Orientation

35. Committee meetings are where much of the real work of the board is done. The committees are the "essential functional units of the organization." Committees on the Board are voluntary positions Most organization’s utilize committees. They also help identify potential leaders. BOARD –Standing Committees PCLS Board Orientation

36. BOARD – Committee Types • Standing Committees - found in the bylaws, ongoing. • Ad Hoc & Task Forces - appointed as needed, disbanded upon completion of task. • Work Groups and Special Interest Groups (SIGs) - specific in nature. • Virtual Committees - solves a problem without meeting in person. PCLS Board Orientation

37. Standing Budget & Funding Personnel Policy Membership & Community Participation Legal Aid Policy Occupational Health & Safety [joint union/board/management] Ad Hoc/Task Forces Negotiating Nominating Clinic Self Assessment Tool BOARD – PCLS Committee List PCLS Board Orientation

38. BOARD – Financial Role • The board should carefully review all financial reports. • The treasurer should prepare and propose an annual budget. • The treasurer will present a financial report for the previous period, at each meeting. • An annual audit is performed by an independent accountant. PCLS Board Orientation

39. PCLS Funding • LAO Annual Funding 2006/07 • Personnel Services • Total salary pool and benefits 1,139,974 •  Bookkeeper 10,841 • Total Funding for Personnel Services 1,150,815 • Operating Costs • Travel 3,860 • Communications 25,910 • Office Rent 159,406 • Other Accommodation Costs 25,481 • Equipment expenses 21,133 • Office Supplies 25,838 • Library 10,800 • Conference Fees 3,800 • Total Funding for Operating Costs 267,718 • TOTAL 1,427,043 • NB – this does not include our annual funding from Osgoode Hall Law School [approx. $100,000.00] PCLS Board Orientation

40. PCLS Financial Statements • The Board is responsible for reviewing monthly financial reports and quarterly financial statements from our bookkeepers: • Monthly Financial Report • Quarterly Financial Statements • Audited Annual Financial Statements PCLS Board Orientation

41. SEPTEMBER ● Annual General Meeting & Board Elections ● Audited Financial Statements ● Annual Report OCTOBER ● Organization of Board ● Update Corporate Records ● Joint Meeting of Old & New Board ● Evaluation Report from Old Board ● Set Date for Board Orientation ● Review 2nd Quarter Reports & Six-Month Significant Budget Variances NOVEMBER ● Special Board Orientation ● Funding Application for Next Year Due ● Evaluation of Staff & Executive Director DECEMBER ● Review Goals of previous year ● Set Goals for the coming year ● Board/Staff/Student Seasonal Celebration JANUARY ● Review 3rd Quarter Report FEBRUARY ● Review Budget to Year End ● Prepare T4 Tax Slips MARCH ● Expiry and Review of Collective of Agreement & Contracts of Employment APRIL ● Review Fourth Quarter Report ● File Charitable Tax Return MAY ● Review Policies & By-laws ● Osgoode year-end – review financial report ● Review MOU & Funding Agreement with LAO JUNE ● Plan Board Succession ● Volunteers for Articling Student Hiring ● Review Strategic Plan JULY ● Summer Vacation – no Board Meeting ● Executive Committee reviews 1st Q Report AUGUST ● Plan AGM ● Draft Annual Report ● Nominating Committee for Board Members BOARD – Calendar PCLS Board Orientation

42. BOARD – Succession Planning • A responsibility of board members is to identify future leaders. • The nominating committee plays a key role, but so does every board member. • Committees may be a source of future leaders. • Chat up a neighbour you think might make a good board member! PCLS Board Orientation

43. Annual General Members Meeting • The following business is conducted: • approval of the minutes of the preceding AGM; • nominations and elections to the Board of Directors; • presentation and approval of the audited annual financial statements; • appointment of the auditor to hold office until the next AGM; • approval of any changes to the Letters Patent or by-laws as recommended by the Board of Directors; • approval of a resolution ratifying all the decisions and actions taken by the Board in the past year; • an Annual Report about the achievements of the past year; and • at the conclusion of the formal business meeting, the clinic may also choose to hold educational, social or recognition activities. PCLS Board Orientation

44. BOARD - Outcome Measurement • More and more service oriented organizations are moving to • A ‘Program Outcome Model’: • Looks at ‘outcomes’ (e.g. - difference in people’s lives), not just ‘outputs’ (e.g. - # of files • opened, # of meetings or attendees) • a more qualitative measure, but can be difficult or impossible to measure • Inputs – Resources dedicated to or consumed by the clinic Activities– What the clinic does with the inputs to fulfill its mission • Outputs– The direct products of clinic activities [files, hearings] Outcomes – Benefits for participants during and after program activities PCLS Board Orientation

45. BOARD – Client Service Measures • Each year the clinic reports to the board and to LAO the results of the following client service measures: • We survey clients to determine satisfaction with our services • 2. We survey our community partners — other agencies and community • groups — to determine accessibility [perceptions of how accessible • our clients find us] • 3. We track the timeliness of our work (how quickly we got back to a client after the initial contact). PCLS Board Orientation

46. Clinic Self Assessment Tool • The clinic annually assesses itself in the following nine areas: • Board Composition: Planning For Diversity And Succession • Good Governance • Fiscal Responsibilities • Community Relations • Human Resource Accountability • Needs Assessment And Annual Planning • Range And Integration Of Services • Provision Of Services: Conflict Of Interest, Confidentiality, Tickler, Legal Disbursement, Financial Eligibility And Legal Errors • Provision Of Services: Supervision PCLS Board Orientation

47. BOARD – Risk Management Strategy • A ‘risk management strategy’ helps an organization to protect itself by: • Evaluating the activities of the organization that cause risk • Eliminating risks as much as possible. • Purchasing insurance to minimize risks. • Constantly reviewing the potential risks and working to minimize them. PCLS Board Orientation

48. Compliance Audits & Policy • Regulatory obligations of an organization should be included in a regulatory compliance policy. This starts with identification of regulatory measures which apply to the clinic: • A prioritizing of the requirements should be done based on relevance, potential damage should the requirements not be met, and assessment of the risk. Not all requirements are equally important. It is essential to determine which one are more important to the organization than the others; • Identification of who is responsible for ensuring compliance with the requirements. Clearly staff and senior staff will have substantial responsibility for ensuring that there is compliance. However, certain officers may also be responsible, such as the Treasurer for financial matters, the secretary for corporate records and filings and so forth. The key is to have in place the correct person who has the skills, status and resources required and will be accountable for doing so PCLS Board Orientation

49. BOARD – Volunteer Indemnity • Often Misunderstood • PCLS by-laws promise to indemnify board volunteers if they act on behalf of organization with good judgment. • Does NOT cover any criminal activity, nor negligence. • Does not prohibit lawsuits. • Protects organization for up to the extent of the assets of the organization. • Does not eliminate the need for insurance! PCLS Board Orientation

50. BOARD – Insurance • Directors and Officers Liability (D&O) • D&O premiums paid for by LAO for boards of clinics. • covers the actions of the board in any errors or omissions • again does NOT cover any criminal activity, nor negligence PCLS Board Orientation