Board of Directors

Purpose

This defines the composition, election process, term limits, and nomination procedures for the Board of Directors and subcommittees, ensuring democratic member control and continuity.

Composition

  • The Board shall consist of at least seven (7) directors.
  • Directors serve a maximum term of two (2) years, except for the initial board, which shall have varied terms to enable staggered elections.
  • Board terms shall be staggered so that at least two (2) seats are up for election at each Annual General Meeting (AGM)
  • Board shall have a minimum of 2 independent directors

Election of Officers

  • The Board Chairman and Vice-Chairman shall be elected annually by the General Membership from among directors who have served at least one (1) year on the Board.
  • Officer elections occur at the AGM.
  • Independent directors shall only be eligible for the positions of Treasurer and Secretary

Terms

  • Terms start and end one (1) month after an AGM
  • Directors may opt to rejoin the Nomination Pool at the end of their term.
  • Directors may serve no more than two (2) consecutive terms.
  • After a break of at least one term, a director may be re-nominated and serve again.
  • There is no limit on total lifetime terms, provided the consecutive term rule is observed.

Election Process

  • Elections for Board seats occur at the AGM.
  • Voting shall be by secret ballot unless otherwise specified.
  • Results are announced and recorded in AGM minutes.
  • Director-elects undergo 1 month of leadership training during transition period if they have not undergone training already.

Officers

  • Chairperson
    • Presides over Board meetings and ensures adherence to governance policies.
    • Represents the Co-operative in official capacities.
    • Works closely with the Vice-Chair and Secretary to set agendas and oversee strategic priorities.
  • Vice-Chairperson
    • Assists the Chairperson and assumes their duties in their absence.
    • Supports committee coordination and governance compliance.
  • Treasurer
    • Oversees financial planning, budgeting, and reporting.
    • Ensures compliance with financial regulations and internal controls.
    • Presents financial statements to the Board and membership.
  • Secretary
    • Statutory Role
    • Maintains official records, including minutes, election results, and member communications.
    • Oversees the creation and management of the Nomination Pool.
    • Ensures timely notices for meetings and votes.

Record Keeping

The Secretary shall maintain: - Current Board roster and term expiration dates. - Nomination Pool list and acceptance/decline records. - Election results and officer appointments. - Statutorily required records for The Collective

Compensation

  • The Board shall be paid a periodic honoraria based on the approved annual compensation framework.

Subcommittees

  • Subcommittees may be formed by the Board for specific purposes.
  • Members for subcommittees shall be drawn from the Nomination Pool, ensuring diversity and compliance with conflict-of-interest rules.

Review and Amendments

  • The policy shall be reviewed annually by the Governance Committee.
  • Amendments require ratification by the General Membership.