This board mixes in some values stuff : LUSENET : Governance : One Thread


Board Responsibilities Board Job "description" Board Process Board Committees Board Responsibilities The Directors have been elected by the members of MEC to represent their interests. While BC laws and MEC bylaws and rules define the manner in which MEC will conduct its affairs, the role of the Board of Directors is to provide leadership and to speak for the members in governing the direction that MEC pursues as an outdoor retailer.

As a representative of the entire MEC membership, a Director is responsible for:

projecting a positive image as a leader of MEC; being familiar with the Co-operative Principles and applying them to the management of MEC; acting in good faith in the interest of MEC and the membership as a whole; being aware of and understanding the Mission and Objectives; seeking input from the membership and reporting openly on all aspects of MEC's activities (as long as they are not confidential). As a member of the MEC Board of Directors, a Director is responsible for: always acting in a manner which she believes is in the best interest of MEC as a whole; contributing to discussions as part of decision-making and respecting Board decisions on all issues; maintaining relationships with staff so as to develop trust and respect, but avoiding personal relationships that may affect objectivity in making decisions affecting MEC; respecting the confidentiality of in-camera Board discussions and privileged information; providing leadership to ensure that employees are viewed as an integral part of MEC, and are treated fairly and equitably; and making certain MEC has clear long, medium and short-term plans that can be developed and measured realistically. As a member of the Community, a Director is responsible for: projecting a positive image of MEC as both a co-operative and as a business.

Board Job "description"

This policy sets out, for the guidance of the Board and MEC, what the Board's role is, and the results it is responsible for achieving.

In order to be useful as an organization-wide touchstone, this policy is stated very generally. The more specific activities by which the Board carries out its job are outlined in Board Process: General Framework which extends and complements this Job "description".

1. THE ASSETS OF THE MEMBERSHIP ARE SECURELY HELD The Board exercises legal control over the assets of the membership. The Board acts as trustee of the assets of the membership.

2. MEC IS GUIDED BY A COMPREHENSIVE VISION The Board articulates the values and perspectives which guide MEC. The Board ensures a common understanding of MEC's guiding values and perspectives throughout the organization.

3. MEC IS LED EFFECTIVELY The Board directs the organization to implement the vision. The Board provides clear and consistent direction.

4. MEC FUNCTIONS EFFECTIVELY The Board assures itself that the activities of the organization are effective and in keeping with the direction given by the Board.

5. MEC RETAINS ITS VALUE TO THE MEMBERSHIP The Board ensures the continuity of MEC.

Board Process: General Framework

This policy provides a framework for Board processes and strategies, including the legal and ethical limits placed on the Board. It complements and extends the Board Job "description".


a) In exercising legal control over the assets of the membership, the Board: i) acts with due diligence, and ii) acts in good faith. b) The Board fulfills the obligations of a trustee. In particular: i) The Board accounts to the members. ii) The Board does not do, or cause or permit to be done, anything which is contrary to the best interests of the membership, and, specifically, anything which is: contrary to the law, unethical, imprudent (i.e. which exposes what has been entrusted to the Board to unreasonable risk), or contrary to the values and perspectives of the general membership. iii) The Board does not permit a director to place a personal interest ahead of the best interests of the membership. iv) The general law of conflict of interest applies to the Board and each individual director. 2. MEC IS GUIDED BY A COMPREHENSIVE VISION

a) In order to articulate the values and perspectives which guide MEC, the Board: i) informs itself of the values and perspectives of the members through: the electoral process, gathering statistical information, personal contact, and, information from MEC management and staff about member concerns; ii) informs itself of the values and perspectives of MEC management and staff; iii) informs itself of the community values and external realities within which MEC operates; and, iv) develops a vision for MEC through a principled and consistent process. b) In order to ensure a shared understanding of MEC's guiding vision, the Board: i) enables a dialogue about organizational values and vision throughout MEC; ii) involves all levels of the organization in visioning, policy development and strategic planning as appropriate; and, iii) informs MEC, including the members, about MEC's vision and how it is being implemented. 3. MEC IS LED EFFECTIVELY a) The Board directs the organization to implement the vision by: i) hiring a General Manager; and, ii) instructing the General Manager through: the GM job "description", and, policies setting out organizational ends and limits. b) In order to provide clear and consistent direction, the Board: i) expresses its directions through formal Resolutions; ii) transmits its directions to the organization only through the General Manager; and, iii) makes a clear distinction between: the process of giving directions through the GM, and, other processes for gathering information, enabling a dialogue about organizational values, or involving the organization in planning and policy development. 4. MEC FUNCTIONS EFFECTIVELY In order to be assured that the activities of the organization are effective and in keeping with its directions, the Board:

a) requires the General Manager to report to the Board on the activities of the organization; b) informs itself of the health and effectiveness of the organization through appropriate means independent of the General Manager; and, c) evaluates the performance of the General Manager. 5. MEC RETAINS ITS VALUE TO THE MEMBERSHIP a) In order to ensure that MEC continues to be relevant to the needs of the members, the Board: i) carries out a continuing process of reconsidering MEC's vision; and, ii) requires and enables an organization-wide strategic planning process. b) In order to ensure its own continued effectiveness, the Board: i) engages in a continuing process of evaluating the appropriateness and effectiveness of its policies; ii) trains and orients new directors; iii) engages in a continuing process of evaluating the Board's effectiveness; iv) undergoes appropriate training; v) is responsible for its own discipline, and the discipline of each director; and, vi) conducts itself according to a clear and principled set of rules.

Board of Directors Committees There are currently ten standing committees of the Board. These committees are given authority by the Board to work on certain areas of specialization and provide reports and recommendations to the Board for Board approval. At least two directors sit on each committee, one director chairs each committee, and in most cases at least two staff members sit on each Committee.

Executive Committee Deals with any issues which are Board specific, and is made up of the executive officers: the Treasurer, Vice-President and President. The committee also reviews and provides feedback to the General Manager and examines matters of an ongoing policy nature for recommendation to the Board.

Finance/Audit Committee Reviews and approves monthly statements, recommends approval of the budget, deals with the annual audits, acts as a liason with MEC's auditor and examines financing and capitalization questions for recommendations to the Board.

Environment Committee Examines applications for environmental support grants and recommends action on these to the Board.

Member Relations Committee Deals with concerns of members as members, publishes information about the Co-op for the members through various media including the Outsider newsletter, and may arrange member surveys.

Nominations/Elections Committee Receives nominations, interviews candidates and oversees the election process. This is the only committee which is defined in the MEC Rules.

Rules Committee Receives proposed extraordinary resolutions from members and recommends potential Rule changes to the full Board for proposal to the general membership.

Policy Development Committee Facilitates the Board's policy development and review processes, and ensures that Board policies are available to those who must apply them.

Education committee Prepares for the Board orientation and assesses the Board's ongoing educational needs.

Co-op Development Committee Newly formed this year. Its purpose is to educate the membership and the community at large about Co-operatives and about MEC's function as a Co-operative and to evaluate and recommend to the Board opportunities for MEC to continue to improve its operation as a Co-operative and as an ethical business.

Joint Board/Management Steering Committee Works on developing MEC's strategic plan and fosters alignment on core MEC values jointly among the Directors of the Board and MEC Senior Management.

-- Anonymous, December 21, 1998

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