OAPSB Board of Directors' Responsibilities

Introduction

The Board of Directors is responsible under law for the management of the association's work which is to serve its membership. It has the statutory authority and obligation to protect and enhance the assets of the Association in the interest of the membership.

Although Directors are elected by the member (through the Zones or as representatives of Section 10 Boards or the large Boards) they are not chosen to represent a particular constituency, rather they are to work together to represent the best interests of all police service boards across the province.
The involvement and commitment of Directors is evidenced by regular Board and Committee attendance, preparation and active participation in meetings and in providing strategic direction and goals for the Association and requiring performance in the interests of the membership.

Duties of Directors

The Board operates by delegating certain of its authorities to management and reserving certain powers to itself. The Board's principle duties fall into six categories:

Selection of Management

1. The Board retains the responsibility for managing its own affairs including selecting its Executive Committee, establishing its committee structure and assigning responsibility to represent the Association to certain Board members.
2. The Board has responsibility to determine the most appropriate manner in which to manage the Association taking into consideration the resources it has available and the service expectations of its membership
3. The Board has the responsibility to appoint, evaluate and replace the Association's senior executive. The Board monitors the senior executive's performance, determines compensation, and provides advice and counsel as appropriate.

Monitoring and Acting

1. The Board has the responsibility to monitor the Association's progress towards its goals, and to revise and alter its direction in light of changing circumstances.
2. The Board has responsibility to take action when performance falls short of its goals or where other special circumstances warrant.
3. In carrying out his/her duties, a director must exercise the care, diligence and skill that may reasonably be expected of a person with that director's knowledge and experience (standard of care).
4. On an annual basis the Board of Directors approves an annual budget and then monitors the Association's spending against that budget.
5. The Board's President is the official spokesperson for the Association, but Board members are encouraged to promote the Association and its services to other stakeholders, potential members and within the Zones.

6. The day to day management of the Association is delegated to the senior executive of the organization.

Strategy Determination

1. The Board has the responsibility to participate through its committees/members, in developing and approving the mission of the Association, its objectives and goals and the strategy by which it proposes to reach those goals.
2. The Board has the responsibility to ensure congruence between member expectations, the Associations plans and resource allocation and its overall performance.

Policies and Procedures

1. The Board has the responsibility to approve and monitor compliance with all significant policies and procedures by which the Association is operated.
2. The Board has a particular responsibility to ensure that the Association operates at all times within applicable laws and regulations, and at the highest ethical and moral standards.

Reporting to the Membership

1. The Board has the responsibility for ensuring that the financial performance of the Association is reported to the membership on a timely, annual basis.
2. The Board has the responsibility for ensuring that the financial results are reported fairly and in accordance with generally accepted accounting standards.
3. The Board has the responsibility for the timely reporting of any other developments that have a significant and material impact on the financial integrity of the Association and its assets.
4. Directors of the Association do not comment on or become involved in local disputes within the membership.

Legal Requirements

1. The Board is responsible for ensuring that routine legal requirements, documents and records have been properly prepared, approved and maintained.
2. Directors of the Association hold a fiduciary responsibility to the organization and are required to act loyally, honestly and in good faith in the best interests of the Association. Directors must avoid any situation in which self-interest and this duty come into conflict.
3. If a Director has a direct or indirect interest in any matter before the Board he/she has a duty to disclose that interest to the Board when the matter is first discussed and refrain from voting on the matter.