1.1                      Governance Responsibilities

Policy:

  1. Directors of the Galiano Club have a duty of care, a duty of loyalty, a duty of compliance, and responsibilities of independent board representation and unrelated board representation and must meet these obligations.
  2. Any issues with meeting these obligations must be reported to the Board.

 Definitions:

Duty of care:  Obligation of governing board members to act with the care that an ordinarily prudent person in a similar position would use under similar circumstances. This duty requires governing board members to perform their duties in good faith, with diligence and in a manner they reasonably believe to be in the organization’s best interest.

Duty of loyalty:  Obligation of governing board members to refrain from engaging in personal activities that would harm or take advantage of the organization. This duty prohibits governing board members from using their position of trust and confidence to further their private interests. It requires an undivided loyalty to the organization and demands that there be no conflict between a governing board member’s duty to the organization and self-interest.

 Duty of compliance:  Obligation of governing board members to perform their duties according to applicable statutes and the provisions of the organization’s articles of incorporation and bylaws

 Independent board representation:  The absence of conflict of interest by a governing board member with respect to any organizational transaction. A governing board member is typically independent with respect to a transaction if neither the individual nor any related person or entity benefits from the transaction or is subject to the direction or control of a person or entity that benefits from the transaction.  For purposes of the foregoing, direction or control is often evidenced by the existence of an employment relationship or other compensation arrangement.

Unrelated board representation:  The absence of an affiliation between a governing board member and any person or entity that benefits from any organizational transaction. For purposes of the foregoing, affiliation generally means a relationship that is:

■Familial;

■Substantially influenced by the member.

Procedures:

  1. If the Governance Responsibities are breached by a Board member, the Governance Committee shall decide what action will be taken. If the issue cannot be resolved or a request to step down from the Board must be considered, the matter shall be referred to the Board as a whole.
  2. Actions may include warning, reprimand, suspension or dismissal (as per the Society’s Act).

If a member of the Governance Committee is potentially at fault, other members of the Committee in concert with other Board members shall decide on the action to be taken