Youth-Led Initiatives and Governance:

1. Youth-Led Initiatives and Governance: Responsible Decision-Making

2. LEARNING GOALS What staff members will learn: What board members will learn: • The role of a governance body • The importance of ensuring members understand that role • How to select members that are best-suited to your work • Board processes that will improve decision-making • Your role and duty as a member of a governing body • The implications of that role and duty on you and the organization • Good governance practices that will improve decision-making

3. ICEBREAKER! Paper Trail

4. Take 2-3 minutes to write down questions you have about governance on the scrap in front of you Questions

5. OUTLINE FOR TODAY’S WORKSHOP For a governing body to make responsible decisions, we need to make sure we have the right: • Structure • Function • Processes ...for our governing body...

6. The “Right” Stuff • The context in which we work is always changing • The work we do and the way we do it also changes • Incorporated or unincorporated • Every organization has different needs and wants So the “right” stuff will be different for everybody!

7. Structuring our Governance Building a Model for You!!!

8. Questions to help you determine your structure: • What decisions does the governing body make? What decisions are delegated (to staff, committees, volunteers....)? • What are the governing body’s responsibilities and limits in regards to operations? • How will the staff and the body communicate? What will the reporting relationship be?

9. From Structure to Models • Most governing bodies start informal and become formal • Numerous models and different definition of each • Always growing and changing; prescribe to a specific model as an aspiration but accept likelihood of hybrid • Outline expectations, roles, requirements....

10. Outlined in Constitution, Letters Patent, By-Laws..... • Size and composition of body • Length of tenure • Quorum and voting procedures • Other unique characteristics • Roles and Responsibilities, ie. Committees: executive vs. working (oversight vs. operation)

11. Everyone on the Same Page • Understand and define in writing the mandates of: • Board • Committees • Chair • Directors • A code of conduct: to lay out ethical behaviour including repercussions, expectations; championed by board; with provision for whiste-blowing

12. What factors can/do/should determine the size, composition, tenure, voting....of your governing body?

13. Structuring our Governance The Right People!

14. What do you want from your governing body? What do you want them to contribute to your work? How can/does/should your group determine this? What qualities and experience can/do/should you seek out in potential members of you governing body? What are the particular challenges a youth-led faces and how do you tackle these challenges?

15. What are you looking for in a Chair?

16. A Chair can be the most important factor in how your governing body functions Professional Qualities Personal Qualities • Has experience in.... • Has served on our board for # of terms..... • Strong commitment to work and community.... • Empathy for fellow directors....

17. Functions of a Governing Body The Fiduciary Role

18. Fiduciary Role What does fiduciary mean? What does it mean for the group or organization and the work being done? What does it mean for members of your governing bodies, in particular board members? What are the implications of this role on decision-making?

19. Fiduciary Role: Duty of Loyalty • Honesty and integrity • Best interests of the organization • Duty cannot be delegated • No-conflict rule

20. Conflict of Interest What is a conflict of interest? How do you determine if you have one/a member has one? What can be/is/should be your process when a conflict of interest arises? What challenges come about when dealing with COIs and how do you address them?

21. Fiduciary Role: Duty of Care • Competence • Obedience • Be informed/aware • Exercise power—make decisions! • Act in accordance with the Standard of Care: prudence and diligence

22. Standards of Care • You can incur liability where conduct falls short • Differs from province to province and depending on the status of the organization • Objective: degree of care and skill of a “reasonably prudent person” • Subjective: degree of care and skill as related to a particular knowledge or experience, ie. position they were selected for based on expertise—ex. Lawyer

23. Taking Care of Business • If a board allows an organization to function outside of its legal purpose (letters patent, constitution, charitable objects...) the board is liable for any resulting loss or damage. • Buuuuut...... • The Board can AMEND these documents.....

24. Functions of a Governing Body Risk

25. Risk What is risk? Does your governing body have a shared definition of risk? What is it? Do you discuss risk as a/with your board or governing body? What kinds of discussions surround risk? How important is assessing risk when making a decision as a member of a governing body?

26. Including Risk Assessment in Decision-Making • Risk tolerance policy: appetite (willingness) vs. Capacity (ability to handle) • Based on finances, donor support, reputation, credibility, experience and competence of staff and volunteers • Amount of $ willing to lose/forego, potential risk to reputation, limits of ED’s authority, info board should receive before making decisions • Consider potential risk vs. Opportunity, alternatives, worst case scenario, staff concerns and uncertainties

27. Minimizing Liability • Act within scope of governing policies • Comply with laws, rules and regulations that apply to work and group structure (incl. Legal status) • Protect assets • Provide reliable accounting • Take steps to protect third parties from harm or damage caused by your activities

28. Case Study! Read your case study and answer the attached questions

29. Managing Risk • Risk reports from staff • Transfer it: share it with someone, like a partner or an insurance company • Mitigate it: procedures with checks and balances to detect and reduce • Accept it: When risk is minimal • Should be compatible with your values

30. Functions of a Governing Body Core Responsibilities

31. Core Functions of a Board • Expressed in MANY DIFFERENT WAYS and can include a broad variety of tasks • According to Management Advisory Services: • Direction • Oversight • Resources • Protection • Representation

32. Direction • Involves things like mission, vision, values, operating and strategic plans, budget, policies How does/can/should your governing body engage with your mission, vision, and values? What role does the mission play in the rest of the governing body’s work?

33. Oversight • Approve structures, roles and functions • Assessment and evaluation of board, directors, ED, operations, and strategy: Define reporting requirements • Study reports and ASK QUESTIONS

34. Resources • Resource allocation • Volunteers • Fundraising • Partnerships • Trustee and funder relationships • Community relationships

35. Protection • Identify risks • Develop policy and plans to mitigate risk • Define limits of decision-making for staff • Assess client and staff safety risks and develop processes and plans to avoid risks

36. Representation • Understand and represent community and organization • Community consultation/relations • Outreach • Partnerships • Board renewal

37. The Gist • Sustainability • Accountability • Representation

38. Good Governance Processes Decision Making

39. Membership • Board members must be members of your organization • Option to have others be members of your organization—stakeholders, supporters, community members, youth.... • BUT REMEMBER—MEMBERS VOTE AT THE ANNUAL GENERAL MEETING—QUORUM IS NEEDED TO VOTE! What are requirements for membership? What are the implications/concerns around this?

40. Recruitment and Orientation How and where do you engage with new board members? • Techniques • Resources What information do you provide your new board members? How? What resources are available to support this?

41. Where do elections fit into the recruitment process?

42. Board Meeting: Vote What are the right conditions for a vote? What is your voting process?

43. The Annual General Meeting: Vote • Opportunity for community to observe/larger membership to participate in decision-making • If larger membership outside of bar, they have vote on matters presented at AGM • Process like Board Meeting vote but OPENED up to the floor

44. Assessment and Evaluation What assessment and evaluation does/can/should your board conduct? What can/should be evaluated? How are these pieces evaluated? Against what? Who conducts them? How are results disclosed? What are the expectations following an assessment?

45. 10 effective practices • Clear Decision making processes • Board norms for meeting prep, attendance and participation • Clear agendas and well managed meetings • Clear roles and responsibilities • Transparency

46. Act in interest of those you serve • Learn from past focus on the future and get better at what you do • Always keep the big pic in mind • Speak with one voice or not at all outside of your meetings • Hold each other accountable

47. Resources ArtReach: GOAL Workshop on Nonprofit Board of Directors Workshop (toolkit forthcoming) Canadian Institute of Chartered Accountants: 20 Questions Series http://www.cica.ca/publications/risk-and-governance/item61006.aspx Management Advisory Services (free consulting!) http://www.masadvise.ca/

48. Resources • Certified General Accountants of Ontario: Grassroots Governance and the Nonprofit Sector https://www.cga-ontario.org/Publications/Information_Booklets.aspx • www.boarddevelopment.org • www.hrcouncil.ca • Society of Corporate Secretaries and Governance Professionals http://www.governanceprofessionals.org/society/Publications.asp?SnID=1711177690

49. Contact • If you have any questions, comments, or concerns, let me know! Christa Romaldi, Agency Mentorship Program Coordinator 1652 Keele Street Toronto, Ontario M6M 3W3 416-653-3311 or 416-779-1076 christa@foryouth.ca http://foryouth.ca/community-engagement/1035-2/