GOVERNING BODY

A person or persons with the legal authority and responsibility to set policy and oversee the operations of an organisation. Generally, the governing body is a group, such as a board of directors or board of trustees. While the exact responsibilities of the governing body depend on the nature and character of the organisation, the governing body has minimum fiduciary responsibilities to the organisation set by Letters Patent, statute, regulation, and case law, and typically assume responsibilities for long term planning, risk management, and evaluation and effectiveness of management.
 
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  NOT-FOR-PROFIT ORGANISATION

According to law, a not-for-profit organisation is formed for a charitable or benevolent purpose rather than for making a profit. Not-for-profit organisations are generally organised under special statutes for this purpose and are often afforded special tax treatment. Such organisations must be incorporated in the province in which they operate, registered as a charitable organisation with the federal government, and must have a charter, constitution, or bylaws or be a part of a religious body with separate legal status. As used in these standards, a not-for-profit organisation is a private, voluntary social agency funded from a variety of sources, such as client fees, third parties, public contributions, philanthropic contributions, and government grants and contracts. Also called voluntary or non-profit organisations.
 
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  FOR-PROFIT ORGANISATION

An organisation that is owned or staffed by professionals and intended to make a financial profit by offering a specific service or set of services. These organisations may provide services similar to those offered by not-for-profit organisations, except that the charges to the consumers may be higher and/or established on bases different than the rate-setting criteria employed by not-for-profit organisations.
 
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  PERFORMANCE

A measure of how well an organisational system provides services to consumers. Performance is often based on key indicators, such as rates of service, cost per consumer, degree of satisfaction with services, and extent of consumer access to services.
 
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  COMMUNITY

A specific group of people living in the same locality, and who may share a common culture, values, and norms. Communities can also be defined by race, religion, ethnicity, age, occupation, political status, interest in particular problems or outcomes, or other common bonds. The term "community" encompasses worksites, schools, residential neighbourhoods, business districts, recreational sites, and health and human service sites.
 
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  CONSUMER

The individual, family, group, or community that seeks or receives services.
 
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  PERSONNEL

The body of employees and/or volunteers that carries out the organisation’s tasks under the organisation’s administration and/or supervision. This definition does not include foster parents who are specifically referenced in relevant standards.
 
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  ADVISORY GROUP

A group of individuals selected by an organisation's governing body or management who possess unique skills and/or knowledge and whose role is to make recommendations, provide information, and/or share input from stakeholders. Advisory groups do not have formal governance authority or responsibilities. Advisory groups can be ongoing or ad hoc.
 
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  LEADERSHIP

A nonprofit organisation's leadership consists of its governing body, chief executive officer, and may also include its senior management. In a public agency the term refers to the agency head and administration team. The term "leadership" is not generally applied to for-profit organisations. With respect to COA standards, in for-profit organisations the term leadership applies to the owner and board of directors if one exists.
 
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  POLICY

A written statement of principles, values, or intent that provides a basis for consistent decision making and guides the actions of staff, management, and board of trustees. A policy is intentionally broad in its language and application. The following is an example of an anti-discrimination policy:

"[Organisation Name] shall not discriminate on the basis of race, color, religion (creed), gender, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers, selection of vendors, and provision of services."

In contrast, a procedure is a detailed, step-by-step description of a process. It tells the reader how to do something. Generally, policies are implemented through procedures. For example, the above anti-discrimination policy would require a detailed grievance procedure in order to operationalise it within an organisation.

The governing body has the fiduciary responsibility for setting organisational policy. Therefore, policies must be approved and periodically reviewed by the organisation's governing body. However, the governing body typically delegates (via policy) the responsibility for policy development to management. In owner-operated for-profit companies, the owner can act as the company's governing body, depending on the company's corporate structure.

In a public agency the responsibility for setting and reviewing policies may belong to the agency's management team, elected officials, another governmental agency, or as is often the case, a combination of the above.

 
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  MANAGEMENT

See ADMINISTRATION
 
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  STAKEHOLDER

Any person, group, or organisation that has a vested interest in the services provided by the organisation. Examples: clients, consumers, personnel, funding organisations, referral organisations, vendors, and governmental bodies.
 
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  PARENTS

Parents can include: birth, foster, kinship, and adoptive parents. Please see service standards for more specific information about use of this term.
 
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  SERVICE

One or more organisation-operated programmes or activities that have a common general objective and deploy the organisation’s material and human resources in a planned and systematic manner. An organisation that publicly promotes or identifies itself in writing as offering a service, is licenced to deliver a service, assigns personnel and/or space to a service, or allocates financial resources to a service is considered to offer that service.
 
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Governance
 
Private Org  

CA-GOV 2: Governing Body and Community Representation*

 
The organisation's governing body is sufficiently active, capable, and diverse to guide, plan, and support the achievement of the organisation’s mission and goals.
Interpretation: A board of trustees/directors act as the governing body or “owners” of a not-for-profit organisation. For the purpose of these standards, in a for-profit organisation the “owners” fulfill the role of the governing body, except as indicated. The organisation will apply the appropriate perspective when completing the standards in this section.
Note: Please see Worksheet: CA-Board Skills in the Tools Index for additional assistance with this standard.

CA-GOV 2.01

 
The governing body sets a tone of responsible stewardship and ensures policies and performance uphold the public trust.

CA-GOV 2.02

 

The governing body:

  1. reflects the demographics of the community it serves;
  2. represents the interests of the community it serves; and
  3. serves as a link between the organisation and the public or community.

Interpretation: To meet the intent of the standard, the governing body must demonstrate effective representation of community and consumer needs and reflect a wide range of skills, abilities, and community knowledge and professions. Also, the governing body should have members able to advocate for, give, or obtain needed financial resources.

Relatives of personnel may serve as members of a governing body, provided that such representation does not undermine the governing body's independence and diversity.

Note: When the governing body alone does not possess the necessary skills, an advisory group may be established to achieve implementation of the standard.

Note: Please enter demographic information on the organisation's governing body and community advisory group on the Community Demographic Profile.
NA The organisation is not otherwise required to have a governing body.

CA-GOV 2.03

 

The governing body reflects:

  1. governance expertise, including leadership ability and policy development skills;
  2. relevant business experience;
  3. financial expertise;
  4. knowledge of consumer issues and trends;
  5. familiarity with and access to community leaders, political representatives and other relevant local organisations;
  6. public recognition and respect; and
  7. commitment and ability to fundraise or to connect the organisation with potential resources.
Interpretation: A diversified set of skills and experience are necessary for a high functioning organisation. When the goerning body alone does not possess the necessary skills, an advisory group may be established to achieve implementation of the standard. Regarding element c), if the organisation’s audit committee does not have a member with financial expertise, the organisation would explain the absence and plans for seeking such expertise.
NA The organisation is not otherwise required to have a governing body.

CA-GOV 2.04

 

Network management entities and organisations that do not have a representative governing body establish and maintain a stakeholder advisory group that serves as a bridge between the organisation and the community and it:

  1. includes representatives of relevant community groups, consumers, parents, service providers, advocates, and others with an interest in the success of the organisation at achieving its mission or purpose;
  2. provides information and feedback to the organisation about services, outcomes, the perception of the agency within the community, and other information that would help the organisation better serve its defined population and the community; and
  3. serves in an advisory capacity only and does not assume governing body or management responsibilities.

Interpretation: The input and feedback provided by stakeholder advisory groups are vital to the functioning of a well-run organisation. In order for advisory groups to function well the organisation should:

  • establish clear and transparent recruitment and selection guidelines;
  • have reasonable expectations about what the group can accomplish within the parameters of its mission and available resources; and
  • actively consider and respond to the group’s input, feedback, or recommendations.
Note: Please see Tip Sheet: CA-EAP Advisory Committees in the Tools Index for additional assistance with this standard.
NA The organisation has a representative governing body.
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PURPOSE: Sound governance increases the organisation’s viability and sustainability.
 
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