A. Board of Directors
1.0 Composition and Terms of Reference of the Board of Directors
See Articles 5 through 7 of the Bylaws. The Board should periodically review its own size and determine the number of members to ensure its effectiveness. The Board size should be small enough to be cohesive and effective and large enough to ensure the requisite diversity of experience and skills. The board will review resolutions to increase or decrease Board size on a case-by-case basis.
2.0 Behavioural Expectations of the Board and Its Members (Policies)
2.1 Policy: To be on the Board of Directors, individuals must be an HPCL member in good standing and selected in a manner prescribed by the Bylaws. Directors are expected to adhere to the HPCL code of conduct (found in Section III of this Manual) and are required to adhere to the law when acting on behalf of the HPCL.
2.2 Board members will abide by the following rules:
2.2.1 Act honestly, in good faith and in the best interests of the HPCL
2.2.2 Use the amount of skill and diligence that can reasonably be expected from people with the individual’s knowledge and experience.
2.2.3 Not use confidential information for selfish purposes.
2.2.4 Not make deals with others on how votes will be made at a meeting. This includes exerting excessive or negative pressure or threatening other Board members to influence the decision-making process.
2.2.5 Avoid conflict of interest situations.
Procedure: Board members must sign and abide by the HPCL Board Code of Conduct (Attachment X).
On an annual basis, Board members will be required to undergo a Police Information Check (PIC) (including Vulnerable Sector Search) and provide a report to the Board within three months of his/her appointment.
Failure to provide either signed Code of Conduct or completed PIC within the specified timeframe is grounds for immediate dismissal from the Board.
2.2.6 Be informed about the financial state of the organization. All Board members share responsibility for carrying out HPCL’s mandate and for ensuring the league’s finances are properly managed. The responsibility does not fall solely on the Treasurer.
Financial liability can occur under any of the following conditions:
• Not fulfilling individual responsibilities
• Conducting duties poorly or dishonestly
• Not declaring conflicts of interest
• Not using funds for purpose intended
In some instances, you can be held individually liable for HPCL debts in the event of non-performance.
Financial responsibilities cover many areas of operation and include the following:
• Overall management of the resources
• Financial policy setting
• Understanding financial statements in order to make informed decisions
2.3 Policy: You cannot occupy a position on the Board of Directors and be an HPCL employee at the same time unless otherwise agreed and ratified through a vote of the HPCL Board.
Policy – If an employee is an approved member of the Board, the employee must recuse themselves from conversations and cannot vote on any issues that impact them or their position
3.0 Contact List
3.1 Information: A general contact list of all Board members is updated after the Annual General Meeting.
3.2 Policy: The Board contact list is circulated to all members of the Board, the City of Edmonton’s Community Services, the Government of Alberta – Service Alberta, Alberta Gaming and Liquor Commission (AGLC), Insurance provider, the Edmonton Federation of
Community Leagues (EFCL), and the league’s banking institution. A list of Directors’ names and the positions they occupy only will be provided to the general public on the HPCL website and in HPCL promotional material and grant applications as required. At no time shall any personal information such as telephone numbers or email or postal addresses be released to the public or any other entity without the express, written approval of the Director(s).