Role Description of the Board of Directors

Fiduciary Duty and Duty of Care:

A board member (or Director) is a fiduciary for the Division, meaning a person who holds a legal and ethical responsibility to care for the money or other assets of the organization. A Director acts ethically, and in good faith with a view to the best interests of the Division and its members, and in so doing, supports the Division in fulfilling its mission and discharging its accountabilities. A Director exercises the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Directors with special skill and knowledge are expected to apply that skill and knowledge to matters that come before the Board.

Responsibilities and Accountabilities as a Director:

• Sets, maintains, and commits to the vision, mission and values of the organization.
• Develops strategy (e.g., long-term strategic plan). The 2019 strategic priorities can be found on the Division website by clicking here;
• Keeps up to date with issues and trends that affect the organization;
• Adheres to the Carver Model of Governance;
• Understands and monitors the organization’s financial affairs;
• Avoids any potential conflicts of interests;
• Understands and maintains confidentiality;
• Does not represent the specific interests of any constituency or group;
• Acts and makes decisions that are in the best interest of the Division as a whole;
• Creates and/or approves the organization’s policies;
• Selects, manages, and supports the organization’s chief executive;
• Ensures compliance with governing documents (e.g. constitution and by-laws);
• Ensures accountability and compliance with laws and regulations;
• Attends and prepares adequately for regular board meetings; and,
• Attends committee meetings as a board liaison, as required and agreed upon.

Type of Board Members and Term Limits:

For all types of directors, there will be a limit of three (3) consecutive terms, after which a General Member is not eligible for re-election as a Director until they have ceased to be a Director for at least one (1) year.

There are two types of directors:

1. FP Member Directors – General Members in good standing can serve as a FP Member Director, each term being two (2) years in length.
2. Resident Member Directors – Resident Members in good standing can serve as a Resident Member Director, each term being for one (1) year in length.

Please note: Associate Members (e.g. retired members) are ineligible for nomination to the board and are ineligible to nominate a member for a board position.