Purpose:
• To provide clarity on the Powers, Duties, Responsibilities of Directors in regard to CMMOTA Bylaw Articles 4.2., 4.5., 7.1., and 7.5. and to provide expectations related to the fulfillment of the role of each Director, and more specifically to the role of each executive position on the Board (President, Vice President, Secretary, and Treasurer).
Policy:
1. In accordance with CMMOTA Bylaw Section 4.5., all Directors of the Board collectively have the following Powers and Duties:
a. Management of the day-to-day operations of the Association; and
b. Promotion and development of the Objects, Mandate and Vision of the Association; and
c. Promotion and development of the Membership of the Association; and
d. Development and implementation of policies, rules, and regulations for the operations of the Association; and
e. Maintain a Registry of members and oversee Membership requirements, including payment and collection of Membership fees; and
f. Prepare and file the Association’s Annual filings and maintain the currency of the Association’s information with the Alberta Corporate Registry; and
g. Coordinate and conduct an Annual General Meeting each calendar year; and
h. Acquire and take by purchase, donation or otherwise, all types of real estate and personal property, and may sell, exchange, mortgage, lease, let, improve, and develop it, and may erect and maintain any necessary buildings or structures; and
i. Management, protection and development of the Association’s assets and property; and
j. Entering into contracts or retaining 3rd parties to affect the business of the organization; and
k. Development and implementation of the annual budget for the Association; and
l. Ensuring the annual audit of the Association’s financial records; and
m. Maintain the currency of all tax filings and remittances; and
n. Payment of expenses, costs and liabilities associated with the operations of the Association; and
o. Purchase, lease or otherwise acquire, alienate, sell, exchange or dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings or property, moveable or immoveable, real or personal, or any right or interest owned by the Association, for such consideration and upon such terms and conditions as they deem advisable; and
p. Wind-up or dissolution of the Association, subject to CMMOTA Bylaw Article 7.7.; and
q. All such other acts and things as the Association is, by its constitution, authorized to do; and
r. Delegation of its powers and duties to the Executive Director, as may be appropriate.
2. The Board of Directors may delegate, either by motion or by policy, any of its Powers and Duties contained in 1.a – 1.o. and 1.q. to the Executive Director.
3. In accordance with CMMOTA Bylaw Article 7.1 Directors shall have signing authority for all bank transactions.
4. In accordance with CMMOTA Bylaw Article 7.5 the Board shall have authority over the use of the Corporate Seal.
5. Regarding executive responsibilities listed below in policy #6, the intention is not necessarily that the individual do all these things, but rather that they ensure that their responsibilities are being fulfilled. Some of these tasks may be delegated to another Director or Administration through the Executive Director.
6. In accordance with CMMOTA Bylaw Article 4.2. members of the Executive have these additional responsibilities:
a. President
i. Manage and supervise the operations and affairs of the Association to ensure business is conducted in accordance with the best interests of the Association; and
ii. Call and Chair the Meetings of the Board and Membership; and
iii. Public spokesperson for the Association, unless otherwise delegated by the President; and
iv. With the Secretary, sign the Association’s Resolutions and legal contracts; and
v. Act as an ex-officio member of all Standing Committees except the Appeals Committee, the Disciplinary Committee, and the Investigation Committee; and
vi. Such further and other duties as may be assigned by the Board from time-to-time.
b. Vice President
i. Assist with the management and supervision of the operations and affairs of the Association; and
ii. In the absence of the President, call and Chair the Meetings of the Board and Membership, or delegate a Director to do so; and
iii. In the absence of the President, act as public spokesperson for the Association, unless otherwise delegated by the President; and
iv. Act as Interim President pending an election in the event of the resignation, incapacity, or termination of the President; and
v. In the event of the absence of the Secretary, record the Minutes of the Meetings, or delegate a Director to do so; and
vi. Such further and other duties as may be assigned by the Board from time-to-time.
c. Secretary
i. Distribution of relevant materials prior to the Meetings; and
ii. Accurately record and maintain the Minutes of all Meetings; and
iii. With the President, sign the Association’s Resolutions and legal contracts; and
iv. Such further and other duties as may be assigned by the Board from time-to-time.
d. Treasurer
i. Keep a detailed account of revenues and expenditures of the Association in proper books of account; and
ii. Review and provide recommendations regarding the Association’s monthly financial records and reconciliation; and
iii. Review and provide recommendations regarding the year end Audit of the financial transactions of the Association during each fiscal year; and
iv. Present Audited Financial Statements detailing the financial position of the Association to the Membership at the Annual General Meeting; and
v. Such further and other duties as may be assigned by the Board from time-to-time.
7. All Directors, regardless of Executive Position, shall have the following expectations:
a. To attend all meetings of the Board of Directors.
b. To attend the annual Board Orientation session.
c. To attend the annual Board Retreat and Strategic Planning Session.
d. To attend any Board Development Workshops arranged by the Association.
e. To attend all functions as authorized by the Board.
f. To attend meetings of internal or external committees or external organizations when appointed to such committees or organizations by the Board.
g. To read and familiarize themselves with established CMMOTA Bylaws.
h. To read and familiarize themselves with established CMMOTA Policy.
i. To read and familiarize themselves with contents of Meeting Packages in preparation for Board Meetings.
j. To monitor the Association’s assigned email address, and to respond to email within 2 business days.
k. To complete Action Items assigned during Board Meetings.
l. To disclose any potential conflicts of interest during a Board Meeting as soon as they become aware of a potential conflict of interest.
m. To avoid contract voting. This is decision making prior to a full discussion being had at board level. This happens when a few Directors discuss an issue and agree on a way to vote prior to having a full discussion at a meeting.
n. To maintain healthy board dynamics. Professionalism, open communication, respectful, anti-bullying, anti-gossip, anti-harassment, supportive, honoring and kindness are traits of a healthy board. An environment that fosters growth for the individual and the group is what CMMOTA strives for in its board.
o. To ensure that during meetings all directors share their input freely and authentically in a safe and nurturing environment.
p. To ensure that all motions and votes are provided without intimidation.
q. To always act in the best interest of the Association and its members.
Original Date of Policy Adoption: May 8, 2023
Date of Last Policy Revision:
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