Section I: Preamble Good governance assumes that all bylaws and policies must be followed until they are changed or repealed at an AGM (in the case of the bylaws), or by the Board (in the case of policies) and that the federation is at all times in compliance with the Canada Not-For-Profit Corporations Act. The Board’s global function is to: 1. Represent the interests of the members of TESL Canada. The Provincial/Territorial Representatives are one of the key communication liaisons (though not the only communications link) that the Board will employ to communicate with the membership at large, since the Provincial/Territorial Representatives have the most direct linkage with federation members. 2. Determine any benefits that the organization will provide for the members of TESL Canada, keeping a long term, strategic perspective. The Board also has the responsibility for collectively setting strategic direction for the organization and ensuring that the Executive Director (and secondarily the Executive Committee) implements this direction. Note: The Executive Committee is referred to as the “Managing Committee” in the bylaws, but normally referred to as the “Executive” by the Federation. 3. Monitor operations to ensure that the Executive Limitations policies (i.e., policies governing the responsibilities of the Executive Director) are being complied with and that the strategic directions are being accomplished, according to the bylaws. The Board will govern lawfully, with an emphasis on: (a) Outward vision rather than an internal preoccupation, (b) Encouragement of diversity in viewpoints, (c) Strategic leadership more than administrative detail, (d) Clear distinction of roles for elected directors, provincial representatives, and the Executive Director (e) Collective rather than individual decisions, (f) Future rather than past or present and (g) Proactivity rather than reactivity. 4. The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will normally be proactive regarding policy initiatives. The Board will not use the expertise of individual Board members to substitute for the judgment of the Board although the expertise of individual Board members may be used to enhance the understanding of the Board as a body. 5. The Board will direct, control, and inspire the organization through the careful establishment of broad written policies reflecting the Board's values and perspectives. The Board's major policy focus will be on the intended long-term effects outside the staff organization, not on the administrative or programmatic means of attaining those effects, which is the purview of the ED. 6. The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policy-making principles, respect of roles, and ensuring continuance of governance capability. Although the Board can change its governance process policies at any time, it will scrupulously observe those currently in force. 7. It is expected that Board members will receive their full Board packages one week prior to each Board meeting, and that all Board members have fully read the package and are fully prepared for efficient discussions. 8. Continual Board development will include orientation of new Board members in the Board's governance process and periodic Board discussion of process improvement. 9. The Board will monitor and discuss the Board's process and performance at each meeting. Self-monitoring will include comparison of Board activity and discipline to policies in the governance process. 10. Through its Governance Committee, the Board will engage in a careful review of its governance processes on a regular basis, but no less than once every 3 years. 11. The Board will allow no director, individual or committee of the Board to hinder or be an excuse for not fulfilling group obligations. Section II: Board members code of conduct This outlines the Board of Directors' expectations of one another and the Board as a whole. It is important to note that this policy also applies to the Executive Director of the organization. 1. Board members must avoid conflict of interest or perception of conflict of interest. Please refer to the Conflict of Interest Policy for definition and details. 2. Board members may not attempt to exercise individual authority over the organization. a) Board members' interaction with the Executive Director or with staff must recognize the lack of authority vested in individuals except when explicitly Board-authorized. b) Board members' interaction with public, press or other entities must recognize the same limitation and the inability of any Board member to speak for the Board except explicitly stated Board decisions or as directed by the Board.. c) Except for participation in Board deliberation about whether the Executive Director has achieved any reasonable interpretation of Board policy, members will not express individual judgments of performance of employees or the Executive Director. 3. Board members will respect the confidentiality appropriate to issues of a sensitive nature. 4. Board members and committees will support the legitimacy and authority of the final determination of the Board on any matter, irrespective of the members’ personal position on the issue. Section III: Policy on board membership and responsibilities All elected-directors are normally expected to chair a minimum of one TESL Canada Committee, and to actively participate as members of a minimum of two additional committees. Active participation means both contributing to committee discussion, and voting on motions a committee may put forward from time to time. The assignment of committee chair duties to particular directors should be made on the basis of existing TESL Canada policy, or in the absence of policy, with reference to the most immediate past precedent. A change in the assignment of committee chair positions can be made upon a majority vote of the board so long as such a vote does not violate any policy currently in force. If an elected director no longer wishes to chair the committee to which they have been assigned by the Board or past precedent, a change in assignment before the end of the director’s term of office can only be made through appeal to the Executive Committee. If the Executive Committee does not agree to reassignment of a committee chair, the only recourse will be for the director in question to resign his/her board position. The committee must make sure educationally that people know they have to record their disagreement/dissent. These normal expectations of elected directors also apply to the past-president during his/her first term in office. Appointed directors are expected to meet the requirements of the provincial/territorial memorandum of understanding. In the event that an elected director has been inactive in all official board communication for a period exceeding six months, he/she is assumed to have resigned, and his/her position becomes vacant. He/she is also prohibited from running for reelection at the AGM immediately following the term in which the position was vacated. Section IV: Job descriptions of Executive Committee members In addition to the roles of Executive Committee members described in the Bylaws, the following policy further delimits the roles of each Executive Committee member. Past President 1. The TESL Canada Past President is a voting member of the Executive Committee and the Board. 2. The function of the Past President is to provide continuity and organizational memory. 3. The Past President is the Chair of the Nominations Committee. President The TESL Canada President, a specially empowered member of the Board, assures the integrity of the Board's processes and, secondarily, represents the Board to outside parties. 1. The Board President’s job is to ensure that the Board behaves consistently within its own rules and those legitimately imposed upon it from outside the organization. 2. The authority of the Board President consists in making decisions that fall within the topics covered by Board policies on governance process, with the exception of (a) employment or termination of the Executive Director (b) where the Board specifically delegates portions of this authority to others. (a) The Board President is empowered to chair Board meetings with all the commonly accepted power of that position (e.g. ruling, recognizing). (b) The Board President has no authority to make decisions about policies created by the Board. Therefore, the Board President has no authority to supervise or direct the Executive Director (refer to Executive Limitations policy which guides and constrains the ED). That is, the Executive Director receives direction from the Not-for-Profit Act, the bylaws, and current policies, and the Board. The Executive (Managing) Committee may provide guidance on behalf of the larger Board. However, in cases where the Executive Committee cannot reach majority decision, appeal must be made to the entire Board. (c) The Board President may represent the Board to outside parties only in announcing Board-stated positions and in stating Board President interpretations within the areas delegated to him or her. (d) The Board President may delegate this authority, but will remain accountable for its use. Vice President The TESL Canada Vice President supports the President in fulfilling his/her duties and may be called upon to assume all Presidential responsibilities in the event that the President becomes incapacitated or is otherwise unable to fulfil his/her assigned responsibilities. The Vice President, through Executive Committee motion, must report to the Board any violation of policy by the President which he/she deems is deliberate and detrimental to the well-being of the organization. 1. The Vice President is the Chair of the Governance Committee and chairs the Life Member Award Committee. Secretary The Board secretary is an officer of the Board whose purpose is to ensure the integrity of the Board's documents. The secretary’s job is to see that all Board documents and filings are accurate and timely. Policies will be current in their reflection of Board decisions. Decisions upon which no subsequent decisions are to be based, such as consent agenda decisions, motions to adjourn, and staff or Board member recognitions need not be placed in policy. The Secretary will make known the requirements for format, brevity and accuracy of Board minutes to the Executive Director. The authority of the secretary is access to and control over all Board documents, and the use of staff time in this regard. The secretary must be able to access all current Board documents and provide these to Board members upon request. The Secretary is the Chair of the TCEF Treasurer The job of the Treasurer is to engage in financial performance monitoring and to produce Board assurance of organizational performance against Board-specified Executive Limitations (financial) policies. Accordingly, the Treasurer will: 1. Chair the Finance Committee. 2. Will ensure that the financial operations of the organization are consistent with the Board’s financial policies (found in the Executive Limitations policies), budget and strategic direction. 3. Ensure that a fully qualified external auditor conducts a competent audit annually, covering all normal audit topics and all Executive Limitations policies determined by the Board to be monitored by external means, and ensure that audit results are communicated to the Board no later than April 30th each year. Section V: The roles of Provincial/Territorial representatives The roles of the Provincial/Territorial representatives include but are not limited to the following: 1. Networking: To learn from each other to be better able to serve their own local membership. These representatives are encouraged to meet to network and learn from the experiences of the other jurisdictions so that they can better serve their membership. 2. Membership Linkage: To contribute to the Board's awareness of the strategic direction of TESL Canada members-as-owners since the Provincial/Territorial representatives have a direct linkage with the members. The Provincial/Territorial representatives will regularly communicate with the Board regarding members’ issues. 3. Member Information and Education: The Provincial/Territorial members educate and assist their own local members regarding TESL Canada, including: a. the benefits of TESL Canada membership b. Where and how to get answers to questions about TESL Canada that the Provincial/Territorial representatives cannot provide themselves c. Information relevant to Provincial/Territorial representatives and the members 4. Ambassadors of TESL Canada: In accordance with the provincial MOA-s Provincial/Territorial representatives support TESL Canada initiatives and help to promote the organization. The Roles of Provincial/Territorial Affiliates: TESL Canada exists, in part, to support Provincial/Territorial Affiliates in fulfilling their own mandates. TESL Canada will strive to provide complementary services to those already provided by its affiliate organizations, while helping to fill gaps in services available to its nationwide membership. Section VI: The role of board committees 1. Board committees are to help the Board do its job, not to help or advise the staff. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board's broader focus, Board committees will normally not have direct dealings with current staff operations unless the staff requests input on a matter of concern to a specific committee. 2. Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the Executive Director. 3. Board committees cannot exercise authority over staff. The Executive Director works for the full Board, and will therefore not be required to obtain approval of a Board committee before an executive action. 4. Board committees are to avoid over-identification with organizational parts rather than the whole. Therefore, a Board committee, which has helped the Board create policy on some topic, will not be used to monitor organizational performance on that same subject unless mandated to do so by the Board. The Board retains responsibility and authority to monitor organizational performance on the same subject. 5. Committees will be used sparingly and ordinarily in an ad hoc capacity (e.g., nominations committee, the Lifetime Membership Award committee, Testing, etc.) 6. This policy applies to any group that is formed by Board action whether or not it is called a committee and regardless of whether the group includes Board members. 7. This policy does not apply to operational/standing committees created by a motion of the board. e.g., current committees such as Standards, Governance, Finance, etc., nor to the TESL Canada Educational Foundation.