Governance By-Law Committee of The Board of Directors

Mandate

This is a standing committee of the OCOF/Nena Board responsible to ensure that the Board fulfills its legal, ethical, and functional responsibilities through adequate governance policy development, recruitment strategies, training programs, monitoring of Board Activities and evaluation of Board Members’ performance. To ensure that By-laws are emended as required and amended at the annual AGM when applicable.

Objectives

The Governance Committee will ensure that the Board of Directors is able to govern the Agency effectively through:

  • Creation of governance policies and procedures
  • Ensure that the Board has an ongoing recruitment and nominating process
  • Maintain an orientation and training program for Board Members
  • Ensure that the Board has a process in place for evaluating the performance of individual members and the Board as a whole
  • Ensure that all Board Policy are in keeping with the Board By-laws

Process

During the year the Governance Committee shall meet to ensure that Governance policies are created and periodically reviewed which define the roles and responsibilities of the Board, the duties and responsibilities of directors and officers, Board Staff Relationships and Executive Limitations. Monitor and evaluate Board processes, discussions, and decision making to ensure the Board functions independently of management, and without any actual or perceived bias or conflict of interest.

Annually implement an appropriate evaluation process for the Board and its individual members.

Annually implement a review of OCOF/Nena By-Laws to ensure that they are current and up to date.

Membership

The Committee will be chaired by the President of the Board. The Other members may include one external consultant, Board Member and the Executive Director (ex-officio).

Terms of Office

The term of office of members of all committees shall commence with the announcement of their appointment and shall continue until the next Annual General Meeting.

Reporting Relationships

The Governance Committee have a reporting relationship to the OCOF/Nena Board of Directors. On a monthly basis the Committee Chair shall report to the Board in writing on its proceedings after each meeting on all matters within its duties and responsibilities where appropriate.

Meetings

The Committee will meet at the call of the Chair when required or at least annually prior to the Annual General Meeting.

Quorum

A Quorum shall be a majority of the Committee’s members.

By-Laws

This Committee is governed by the OCOF/Nena By-Laws.