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Malton BIA

Roles and Responsibilities of the Board of Directors

Malton Business Improvement Area

Roles and Responsibilities January 2013

The Malton Business Improvement Area Executive Board shall consist of a minimum of 7 directors and a maximum of 12 (excluding associate members). Four positions must be filled at all times. These are: Chair Vice-Chair Treasurer Secretary These are the officers of the Malton BIA and hold additional responsibilities beyond those of other Board Directors. The members of the board of directors will be appointed at the beginning of the Mississauga City Council term and serve until the next City Council is sworn in (usually 4 years).

Purpose
The role of the Board is to provide stewardship of the Malton Business Improvement Area and to add to the long-term success of the organization.

Duties
As stated, the Board is responsible for the stewardship of the Organization. This requires the Board to oversee the conduct of the business and affairs of the Organization. The Board discharges some of its responsibilities directly and discharges others through Committees of the Board. The Board operates as an Administrative Governing Board, setting the strategic direction of the Malton Business Improvement Area (Malton BIA), as well as implementing the policies, processes and programs. The operations of the Malton BIA are carried out primarily through the work of the committees and volunteers. The Board works to achieve consensus on decisions made.

Role of the Chair


The principal responsibilities of the Chair of the Board shall be to oversee, manage and assist the Board in fulfilling its duties and responsibilities as a Board in an effective manner. The Chair shall be responsible, among other things, to: Chair Board meetings and annual and special meetings of the Malton BIA; Develop a work plan for the coming fiscal year; Work with the Secretary and other board members to prepare an agenda for each board meeting; Monitor the work of the committees of the Board and attend committee meetings where necessary; Ensure directors are made aware of all pertinent information prior to board meetings.

Malton Business Improvement Area | www.maltonbia.com | info@maltonbia.com

Malton Business Improvement Area

Roles and Responsibilities January 2013

Assist in the evaluation of the board of directors and the Malton BIA. Provide appropriate guidance to individual Board members in discharging their duties; Ensure newly appointed directors receive an appropriate orientation and education program; Provide arrangements for members of the board, associate members and member businesses to communicate with the Chair and the board of directors; Promote best practices and high standards of corporate governance; and Serve and Chair the Executive Committee.

Role of the Vice Chair


The Lead Director or Vice Chair will: Facilitate the functioning of the Board and provide independent leadership to the Board as required; Shall substitute for the Chair if the Chair is not available; Has signing authority along with the Chair or Treasurer for disbursement of cheques, funds, payments; Serves on the Executive Committee;

Role of the Board Treasurer


The duties and responsibilities of the Board Treasurer include: Signing authority along with the Chair or Vice Chair for disbursement of cheques, funds, payments. Responsibility for the accounting of the funds of the Malton BIA, its budget and expenditures; Keep full and accurate accounts of all Malton BIA all receipts and disbursements; Receive and bank all monies due to the Malton BIA; Liaise with City staff on annual audits; Disburse all monies as directed by the Board.

Role of the Board Secretary


The duties and functions of the Treasurer include: Disseminates the Notice for regular, special or in-camera Board meetings; Prepares and records the Minutes for Board meetings for; Advises the Chair on correct procedures and requirements for motions/resolutions and keeps all records of motions or resolutions; Communicates decisions and matters requiring follow-up to the Board and to appropriate people on a need to know basis; Ensures compliance with the By-laws or regulations governing the Board and the Malton BIA; Maintains the Minute Books; Malton Business Improvement Area | www.maltonbia.com | info@maltonbia.com

Malton Business Improvement Area

Roles and Responsibilities January 2013

Assists in organizing the AGM; Serves on the Executive Committee; Keeps copies of the Malton BIA bylaws and the Boards policy statements; Keeps lists of officers, Board Members, committees and general membership; Keeps record of Board attendance.

Role of the Directors


The relationship of the Director to the Organization is a fiduciary one. A fiduciary relationship is defined as the relationship of one person to another, where the former is bound to exercise rights and powers in good faith for the benefit of the latter. The Malton BIAs Directors are trustees in the sense that in performance of their duties, they stand in a fiduciary relationship to the BIA. Directors must individually exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The duties of a Director may be as follows: Duty of Honesty: In his or her dealings with fellow Directors, a Director must tell the whole truth and act in good faith; Duty of Loyalty: A Director is required to give individual loyalty to the Organization. Each Director must exercise his or her powers honestly and for the benefit of the Organization as a whole; Duty of Care: A Director is required to exercise prudence and diligence. The duty of care requires prudence based on common sense; Duty of Diligence: A Director must make those inquiries which a person of ordinary care in his or her position or in managing his or her own affairs would make; Duty of Skill: Every Director is required to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and Additional responsibilities include: Assuming a stewardship role, and overseeing the management of the business and affairs of the Organization; Maintaining a clear understanding of the Organization, including its strategic and financial plans and objectives, emerging trends and issues, significant initiatives and capital allocations and expenditures, and governance. Preparing for each Board and Committee meeting by reviewing materials and requesting, where appropriate, information that will allow the Director to properly participate in the Boards deliberations, make informed business judgments, and exercise oversight;

Malton Business Improvement Area | www.maltonbia.com | info@maltonbia.com

Malton Business Improvement Area

Roles and Responsibilities January 2013

Absent a compelling reason, attending all Board and Committee meetings, actively participating in deliberations and decisions. When attendance is not possible, a Director should nevertheless become familiar with the matters to be covered at such meeting; Voting on all decisions of the Board or its Committees, except when a conflict of interest exists or may exist; Preventing personal interests from conflicting with, or appearing to conflict with the interests of the Organization and disclosing details of such conflicting interests as they arise; and Acting in the highest ethical manner and with integrity in all matters.

Malton Business Improvement Area | www.maltonbia.com | info@maltonbia.com