	Governance

Introduction

Administration and Management

Service Delivery Administration Standards

Service Standards

CA-GOV 5: Organisation of the Governing Body

The governing body exercises leadership through a functional, effective structure.

Note: Please see Tip Sheet: CA-Board Member Table of Contents in the Tools Index for additional assistance with this standard.

NA The organisation is not otherwise required to have a governing body.

CA-GOV 5.01

The governing body establishes in the organisation’s charter, bylaws or similar document:

the organisation’s structure and scope;
its responsibilities, including number of meetings held per year and their quorum;
the body to which it will delegate interim authority; and
a process for assessing and implementing responsibilities, such as establishing task forces/committees.

Interpretation: Organisations are expected to stay current with community and governmental expectations for stringent, independent committee oversight as with, for example, the importance of an audit committee.

CA-GOV 5.02

The governing body establishes in writing:

eligibility requirements for membership;
mechanisms for recruitment, selection, rotation, and duration of membership; and
mechanisms for election of officers and duration of terms.

Interpretation: Recommended practice points to the importance of establishing limits of duration of membership while preserving the continuity and knowledge needed to support long term plans. Adoption of these practices should match the organisation’s stage of development.

CA-GOV 5.03

Governing body members:

receive an orientation that addresses membership responsibilities and the organisation's mission, history, goals, objectives, structure, methods of operation, and organisation activities;
are introduced to key staff members; and
tour the facilities and become familiar with day-to-day operations.

Interpretation: Privately held, for-profit organisations may not need to formally conduct the activities listed if governing body members are actively running the organisation.

CA-GOV 5.04

The organisation maintains a governing body manual that includes governing body-approved policies and up-to-date minutes and records of all meetings.

Note: Please see Tip Sheet: CA-Board Meeting Minutes in the Tools Index for additional assistance with this standard.

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	PURPOSE: Sound governance increases the organisation’s viability and sustainability.

RELATED FILES


	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.


	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.


	BYLAWS The operating procedures developed by the governing body and adopted by the organisation for the regulation of its internal affairs, including the actions of the governing body and its relationship to the chief executive officer and any advisory board associated with the organisation.


	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.


	ELIGIBILITY The degree to which an individual, family, group, or community meets the specific criteria and qualifications required to receive goods, benefits, or services.


	PRACTICE Established actions or ways of proceeding in the regular performance of organisational duties. Policies and procedures often guide practice.


	OBJECTIVE A sub-goal stated in operational terms, i.e., a statement that makes clear what expected results are to be measured or assessed.


	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.