ACI ManitobaToolkits BoardGovernance

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR
Board of Directors Handbook What every board member should know

By Liz Barron, Raven and Associates Cultural Consulting, contracted by ACI Manitoba
This toolkit is your guide to ensuring your board of directors has all the information they need to su ort, understand, guide and develo your organization! The toolkit "ill revie" the res onsibilities of not#for# rofit boards and the res onsibilities to the board by the organization!
General Information
A Board of $irectors com rises% &resident 'ice &resident Treasurer (ecretary Member
President Responsibilities The &resident of the Board of $irectors "orks directly "ith the )*ecutive $irector of the not for rofit! The &resident role is to lead the Board in setting olicy and rocedures and develo ment of the general direction of the not for rofit+! ,eneral res onsibilities include%

&resides at Board and membershi meetings Is art of the leadershi team "ith )*ecutive $irector &lans the agenda for the Board meeting "ith )*ecutive $irector A oints committee chairs -versees training of the Board Inter rets the Constitution and olicies of the not for rofit organization &artici ates in evaluation of )*ecutive $irector (erves as a member of (earch Committee to select a ne" )*ecutive $irector
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Arts and Cultural Industries Association of anito!a Inc" #$% & '( Al!ert Street )inni*e+ anito!a R,- %E. ($/ 0 .(1&ARTS 2(1314 or %&3''&3$(&%%$/ 555"creati6e7anito!a"ca 555"+ro5creati6el8"ca
he !ice"President Responsibilities The 'ice#&resident is res onsible for learning the role of the &resident and fills that role "hen the &resident is absent! /ithin some organizations, once the &resident0s term is com leted, the 'ice#&resident assumes the full res onsibilities as &resident! In general, the 'ice &resident res onsibility includes% Learning the duties of the &resident and assuming those duties as re1uired Assists the &resident "ith their role and res onsibility Can be the chair erson for s ecific committee
he #ecretary Responsibilities The (ecretary is res onsible for the minute taking at the Board of $irector meetings! The (ecretary ensures that the minutes are distributed to the Board and )*ecutive $irector and manages the Board minute book! In general the (ecretary res onsibilities include% Management of some corres ondence Records minutes, distributes minutes and has minutes a roved at the ne*t board meeting! he reasurer Responsibilities The Treasurer meets "ith the &resident and )*ecutive $irector to re are budgets for the organization! The Treasurer re orts at the Board of $irector meetings on the finances of the organization! The re orts are done in con2unction "ith the organizations )*ecutive $irector and accountant! In general the Treasurer res onsibilities include% Re orts to the Board and membershi &re ares financial re orts to the Board 3balance sheets, monthly statements, and in the case of artist run centres, ro2ections of grant revenue4 May be a signing authority for the organization May issue charitable recei ts
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Boards of directors are committed to the gro"th and maintenance of the organization and absolutely su orted the artistic vision and mission of the organization!
+Board of $irectors can be a "orking board, and that the 6"ork0 should be clearly discussed "ith ne" members, "hich "ould still rovide the organization "ith accountability! -r a board can be a governance board and that "ould be for management of senior staff and to rovide accountability!
Buildin$ your Board of Directors

Most successful boards share several common characteristics! The board members believe in the mandate and mission of the organization and are committed to the organizations maintenance and gro"th! The board members are all volunteers "ho can commit the necessary time to the organization! The board members act in accordance "ith the la"s set out by the rovince in "hich the organization is registered!
The key to building and maintaining your board of directors is the fundamental understanding of the organization! In general, a successful board of director understands% .! The s ecific rinci les and olicies that a ly to the artist run centre! 5! The mission statement and vision statement of the artist run centre! 7! The role the board lays in the organization, including the s ecific duties and res onsibilities directors have as individuals and the board of directors has as a "hole! 8! The board understands ho" to o erate a not for rofit artist run centre "ith the rules set out by the rovince in "hich it is incor orated 9! The su ort and resources the board of directors re1uires to o erate ro erly and meet the needs of the artist run centre If your board of directors has the understanding of the five oints listed they "ill be effective for the organization and understand their roles and res onsibilities!
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:our board of directors needs to kno" "here to find the information they need to be successful, informed, roductive and su ortive! The most im ortant document that your board of directors "ill need is the organizations by#la"s, as the by#la"s contain information on the organizations res onsibilities, "hat the organization does, ho" it o erates as "ell as the s ecific rights and res onsibilities of the members, staff and the directors! The Board ensures the organization follo" the by#la"s!
%omination Process
The nomination rocess can take lace at the annual general meeting! Members of the organization "ould vote on ne" board members and members have the o ortunity to s eak "ith members "ho "ere nominated for the board! The organization by#la"s determine the number of board members! The by#la"s of the organization should be available for all members to revie" and access throughout the year!
Board of Directors Handbook

The board should receive a Board of $irectors handbook for the organization! This handbook "ill detail the e* ectations, time commitment, duties and o erating information related to the organization!
Though not the ty ical in a Board of $irectors handbook, your handbook could include information on e* ectations, fundraising goals, the commitment re1uired to obtain the fundraising goals, meeting schedules set out one year in advance for all board meetings and committee meetings "ith staff biogra hies included! :our Board of $irectors handbook should include% .! The organization Mission statement and 'ision statement 5! The organizations organizational chart 7! The organizations not for rofit incor oration document 8! The organizations by la"s as filed "ithin the rovince they reside
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Any by la" changes made to the by la"s and co ies of the a roved changes The organizations cor orate liability insurance olicy The organizations general insurance olicy A brief history of the organization The organizations olicy and rocedures handbook The organizations committees and res onsibilities for the committees The organizations staff contracts and 2ob descri tions The most recent financial statements of the organization The sources of funding for the organization and the re orting rocess for those funds Any additional contracts the organization uses 3artist e*hibition contracts, consultant contracts, rental agreements, facility use agreements4
&ission #tatement and !ision #tatement As an organization, your mission statement and vision statement should be found "ithin your incor oration a ers! In addition, the mission and vision statement may also be found on grant a lications or on your "ebsite! If your organization does not have a mission statement, the follo"ing elements can be included in a mission statement! Their se1uence can be different! It is im ortant, ho"ever, that some elements su

orting the accom lishment of the mission be resent and not 2ust the mission as a
@"ish@ or dream! Ty ically, your mission statement is no longer than four sentences! &ur ose and values of the organization! /ho are the organizationAs rimary @audience@ 3stakeholders4! /hat are the res onsibilities of the organization to"ards these @audiences@B /hat are the main ob2ectives su orting the organization in accom lishing its missionB
A vision statement is a vivid idealized descri tion of a desired outcome that ins ires, energizes and hel s you create a mental icture of your organizations goals! The vision statement is much longer than a mission statement, but uses the mission statement as the base guideline and sets out ho" to accom lish the mission statement!
he 'r$ani(ational )hart
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)ach organization has its staff and contractors and inherently understands the re orting rocess! Co"ever, to better assist ne" staff, and of course, a Board of $irectors, the organizational chart should be included in your Board of $irectors Candbook! There are many different organizational charts! If your organization does not have an organizational chart, there are several organizations on line that are available for free to develo your organizations s ecific chart! he or$ani(ations not for profit incorporation document This document should be on file "ithin the organization! There are yearly fees aid for the incor oration that should also be included "ithin the file! This is the document that includes the organizations founding board members, the mailing address, mission statement, vision, key functions of the organization and "ill include a date stam as to the registration date! he By *aws The byla"s should be filed se arately "ithin the organizations o erating rocedures! The byla"s should also contain any changes to the byla"s, "hen they occurred and ho" the rocess to the change said byla"s occurred! The byla"s "ould contain the s ecific information on ho" to change the byla"s and include "here they should be filed! :our organization must have byla"s to be a registered not for rofit organization! If you can not find your byla"s, they should also be on file "ith the incor oration a ers! If your organization is a registered not for rofit charity, the organization "ould have been re1uired by la" to submit byla"s "ith the charity a lication! In general, the byla"s could include information on "here the organization is located, the re1uirements for membershi , details of membershi , 3individual, family, cor oration, associate, honorary, atron4 and "hat and all benefits the membershi is entitled to! The byla"s could also contain information on dues and or membershi fees, annual and other meetings of membershi , notices for meetings, definition of 1uorum, voting rights of members, board of directors, ho" many, for "hat ur ose, election of directors, "hat ha ens if there is a vacancy, 1uorum for
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board of director meetings, "ho calls the meetings and ho" they call a meeting, does the board vote and for "hat and ho", officers of the organization, duties of resident and vice resident, duties of secretary, duties of the treasurer, duties of other officers, committees, "hat the committees are, ho" they are managed, e*ecution of documents, "ho has authority for "hat documents and "hen and ho", books and record kee ing, "hat the organization financial year is, "ho and ho" invoices and salaries are to be aid, de osits of securities, inter retation, banking issues, board of advisors, ho" advisors lay a role, their duties and res onsibilities, and of course, any by la" amendments and ho" the amendments are resolved! )ach organization must have byla"s and co ies of those byla"s are on record "ith the Canada Customs and Revenue, if you0re a registered not for rofit, and should be included in the original a lication for the rovince and the la"s governing the rovince in "hich the organization registered! Insurance If your organization has non# rofit cor oration liability insurance 3also included as $irectors Insurance4 lease have co ies in your board handbook! This should also include on a se arate sheet of a er, the namesD address0s and contact information of the )*ecutive, board of director members, and the senior staff of the organization! If your organization does not have $irectors Insurance, lease include co ies of the general insurance The organizations liability 3general4 insurance should also be included! This is the insurance olicy for any accidents, 3such as a sli and fall and the erson sues the organization4 theft 3of com uters, or items "ithin the organization4, break in 3to com ensate for damage caused by the break in4 "ithin the organization! History The organizations history could also be included in your board of directors0 handbook! This "ould be oint form, but demonstrate the gro"th of the organization! It could include%
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Eirst e*hibition, erformance, ublication Any a"ards received ,eneral highlight of e*hibitions, erformances, ublication &artnershi s ( onsorshi s, fundraiser, ublicity ( ecific events hosted by the organization on an annual basis Cighlights and milestones
'r$ani(ation Policy and Procedures Handbook The organization olicy and rocedures handbook could be included in the board of directors0 handbook as a reference for the board on s ecific o erating olicy and rocedures of the organization! The organization should have olicy and rocedures in lace for the o eration of the organization and functions related to the o eration! They could include, but are not limited to%

Absenteeism and Tardiness! Accounting and Einancial Interns! Accounting Com uter Eile Back#F &rocedure! Accounting Information Releases! Accounting Method! Accounts &ayable Accruals! Accounts Receivable /rite#-ff &rocedures and Authority 3Bad $ebts &rocedures4! Acronyms! Alcohol and Controlled (ubstances! Amendments to &olicies and &rocedures! Annual Leave Accrual! Annual Leave &ayments! Background ChecksGEormer and Current )m loyees! Background ChecksG&ros ective )m loyees! Bank Reconciliations! Bank (tatement Mailings! Bereavement 3Euneral4 Leave! Breaks! Budget! Business Cards! By#La"s! Certificate of Insurance! Chart of Accounts! Che1ue $isbursements!
Hob $escri tions! Hournal )ntries! Hury $uty! Leasehold Im rovements! Leases! Leave "ithout &ay! Legal Audit! Legal Counsel Attendance at Board Meetings! Legal &rotection for Board and (taff! Long#Term $ebt! Mailing List! Mandatory 'acationsILeave! Manual Che1ues! Maternity Leave! Minutes of Board and Committees! Monthly Budget Meetings! Je otism! Jicknames! -ccu ational (afety and Cealth Act -ffice A earance! -ffice )1ui ment! -fficers and $irectors Liability Insurance! -ffice (u lies! -"nershi of Records! &AI$ (tam !
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Che1ue )ndorsementI(tam ! Che1ue &re aration and Mailing! Che1ue (igners! Che1ue (tock! Che1ue (u ly! Clearing Accounts! Code of )thics! Committee Meeting Attendance! Committee Meeting Attendance by Members! Com uter &ass"ords! Confidentiality of Information! Confidentiality of /ages! Conflict of Interest Eorm! Contract (igning Authority! Contributions! Control over Che1ues and Cash! Corres ondence! Audited Einancial (tatements! The )ngagement Letter! The Management Letter! (election of Accounting Eirm! Credit Cards! Credit Card (tatements! $ate and Time Received (tam ! $eferred Revenues! $isci linary Action! $iscrimination! $iversity! $ocument (hredding! $ress Code! )#Mail and Internet! )mergency Contact Eorm! )valuations 3(taff4! )* ense Reimbursements Eacilities! Eair Labor (tandards Act Eamily and Medical Leave Einancial (tatement &re aration and $istribution! Eire &rotection! Eorm T#8, T#8A! Eringe Benefits! ,eneral Liability Insurance! ,rants and Contracts! ,rievances and Com laints! Colidays!
&aternity Leave! &ayroll &rocessing! &ersonal Leave! &etty Cash Eund $isbursement! &hotoco ying )* enses! &olicy Amendment, $eletion, or Additions! &ostage Log! &ostal &ermit! &re aid )* enses! &ress ReleasesIMedia Contacts! &rofessional Liability Insurance! &ro erty Insurance! &ublic )*amination of Records! &urchase -rders! Kuarterly (taff Meetings! Records Retention! Reference Letters! References 3Eormer and Current )m loyees4! Reimbursement of BoardICommittee )* enses! Remote Access to Com uter Jet"ork! Rent! Re airs and Im rovements! Resignation! (alaries and Eringe Benefits Accruals! (erial Jumbers 3Ei*ed Assets4! (e*ual Carassment! (moking! (oft"are Licenses 3Anti#&iracy4! (taff Conduct! (taff Com ensation (taff Corrective Actions (taff Contact by Board Members! (tatutory 3Legally Mandated4 )m loyee Benefits! (uggestions! Taking /ork Come! Termination Time -ff to 'ote! Time (heets! Travel Advances! Travel )* enses! Fse of &remises! Ftilization of -ffice )1ui ment! 'oice Mail! 'oided Checks! /age ,arnishments!
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Cours of - eration! Inclement /eather! Inde endent Contractor Eiles! Inde endent Contractors! In2uriesI/orker0s Com ensation! Insurance! Insurance Committee! Internal Audit! Inventory!
/age and (alaries /ork (chedules /orker0s Com ensation Insurance! /rongful $ismissal 3Avoidance4! :ear#)nd Manual!
'r$ani(ation )ommittees and Responsibilities It is im ortant to clearly outline the organization0s committees! There could be standing committees, "hich are al"ays in o eration "ithin the organization and ad hoc committees, "hich are only formed on an as needed basis! An e*am le of a standing committee could be Eundraising and ( onsorshi ! The committee "ould receive the necessary goals of the organization, a staff erson to assist them to accom lish their goals, contact information and a "orking budget! An e*am le of an ad hoc committee could be for hiring ur oses! This ad hoc committee "ould only be assembled "hen staffing needs to take lace! They should have 2ob descri tions of the osition, budget for advertising, salary "age and staff contract! The ad hoc committee for staffing should also have sam le 1uestions for intervie"ing and devise a system of ratings to hire the candidate! The Board of $irectors can be the committee chair for the organization! The organization can have (tanding Committees 3e*am le% Eundraising and ( onsorshi , Einance4 and committees that are formed for s ecific tasks 3e*am le% Ciring Committee, (trategic &lanning committee4! The staff of the organization could be resent at the board committee meetings, as each committee could re1uire s ecific staff duties to accom lish its goals! If there are no staff
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attending, minutes could be taken and distributed to the staff for reference, "ith clear direction on "hat "as re1uired, if anything, of the staff to com lete the necessary tasks! #taff )ontracts and +ob Descriptions The board of directors should be a"are of all staff ositions, their s ecific 2ob descri tions, and the contracts in "hich the staff have signed! As stated in the organizations olicy and rocedures handbook, this information is confidential! ,inancial #tatements The organization should have audited financial statements com leted after each year#end! The audited financial statements include the necessary details of the organization in "hich the board should determine budgets and e* enditures! The accountant is to be ratified at the annual general meeting! #ource of ,undin$ Many organizations receive funding from a variety of granting organizations, s onsors, donors and members! A com lete list of sources should be included in your Board handbook, along "ith the necessary re orting rocess for the funding! This could be in a calendar format, or included "ith a short re ort! An e*am le "ould be% The organization receives funding from the Manitoba Arts Council for A specific project, and the final re ort is due on this date! A general listing of donors could also be included! This donorImember list "ould aid the board in their fundraising efforts! As "ell, the donorImember list "ould be assembled in one lace, easy to kee current, and the organization "ould be able to send out charitable recei ts in a timely manner 3if the organization is a registered not for rofit4!
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-dditional )ontracts If the organization hires inde endent contractors, those contract tem lates should also be included in your board handbook! The contract tem late outlines the agreements "ith the organization and the contractor and "ould include any liabilities on behalf of the organization! -nce you have com iled your first board handbook, co ies can be made for all additional board members! This easy ste #by#ste guide is to ensure your board of directors are engaged "ith the organization and have all the necessary information to make informed decisions! The board handbook is also a great tool to recruit additional board members to your organization!
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ACI ManitobaToolkits BoardGovernance

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ACI ManitobaToolkits BoardGovernance

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DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

Board of Directors Handbook What every board member should know

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

Buildin$ your Board of Directors

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

Board of Directors Handbook

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

9! ;! <! =! >! .?! ..! .5! .7! .8!

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

DEVELOPING STRONG PEOPLE FOR A STRONG ARTS & CULTURE SECTOR

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