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Your Program Expectations?

A Seminar in Board Governance A Presentation on behalf of the: Centre for Agricultural Governance in Agriculture (COGA) Kelowna, BC November 24, 2016 Presented by John F. Noonan Professional Registered Parliamentarian. Your Program Expectations?. 1. 2. 3. CAUTION!!!!!.

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Your Program Expectations?

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  1. A Seminar in Board GovernanceA Presentation on behalf of the: Centre for Agricultural Governance in Agriculture (COGA)Kelowna, BCNovember 24, 2016Presented byJohn F. Noonan ProfessionalRegistered Parliamentarian

  2. Your Program Expectations? • 1. • 2. • 3.

  3. CAUTION!!!!! • Information presented is General • Program mostly about Prevention • Not intended to Provide or Replace“Legal Advice” • Law is always changing

  4. Ranking of Rules • Law of the Land • Constitution • Bylaws • Special Rules • Robert’s (RONR)

  5. Membership • Committees • Standing • Special (Ad Hoc) Board of Directors Executive Director Staff The Delicate Balance

  6. Definition of a Board • A Board is an organized group of people with the authority collectively to control and foster an institution that is usually administered by a qualified executive and staff.Cyril O. Houle

  7. Board of Directors • The legal entity responsible as a groupfor the proper conduct of the Association’s affairs. • BUCK STOPS !

  8. Purpose of a Board Represent and Balance Interests of: • Those not at board table • Members • Stakeholders • Exists only when meeting

  9. Name Object/purpose Membership Officers Meetings Board of Directors Committees Parliamentary Authority Amendments Proxies Indemnification Conflict of Interest BYLAWS

  10. Board Members Responsibilities • Attendance • Mission • The President & CEO • Accounting & Auditing • Program Support & Review • Additional Considerations

  11. FIDUCIARY • From the Latin fiduciameaning “trust”…. • A fiduciary is a person (or entity) that has the power and obligation to act for another under circumstances that require • Total trust • Good faith • Honesty

  12. Duties of Boards & Directors • Operate the Corporation • Perform • Diligence • Loyalty • Obedience

  13. Conflict of Interest • Avoid being in Conflict • Define • Can it be right?

  14. Reporting! • The Directors Disclosure Must: • Complete, Full& Honest • Promptly to each Director • Specific • Disclose the Benefit • Remove yourself from the decision

  15. More Director Duties • Maintain Confidentiality • Speaking with one voice

  16. Legal Responsibilities • The Corporation and its membership • The Government • Other Stakeholders

  17. Legal Liabilities • Wages • Taxes • Workers Safety • Environmental Liability • Negligence of staff • Contracts

  18. Minimize the Risk • Insurance • Cover Assets • Directors and Officers Liability

  19. Focus of the Board • Where do we want the Association to be in five years? Not on • How are we going to get this done?

  20. Your Turn ! • Questions • Comments • Input • Concerns

  21. A Great Board • Appreciates the Difference • Running an Organization • Seeing it’s run well • Management is the former • Governance is the latter

  22. Conclusion! There is no substitute for knowledgeable governance and thoughtful risk management, and the organization that manages its affairs in a conscientious and responsible manner will reduce its directors’ liability risks considerably.

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