Vice-President

The Vice-President is responsible for assisting the President in ensuring the Board’s integrity and the effectiveness of its governance process.

 

1. To fulfill this role, the Vice-President undertakes the responsibilities as provided for in Bylaw 18(B) of the AWNA Bylaws.  The Vice-President:

a) Chairs meetings in the absence of the President;

b) Assists the President in coordinating the affairs of the Board;

c) Replaces the President at various functions when asked to do so by the President of the Board.

 

2. The Vice- President receives written notification of any alleged violations of BP-7: Board Member’s Code of Conduct by the President.

 

 

Corporate Secretary

 

1. The general duties of the Corporate Secretary, as provided for in Bylaw (C) of the AWNA Bylaws, are to:

a) Ensure that accurate minutes are kept of all Board Meetings, the spring meeting, the Annual General Meeting, and any Special meetings;

b) Ensure that an accurate and up-to-date register of Members is kept.  This register includes a record of all Members, their representative(s), their addresses, and other pertinent information;

c) Ensure that all notices of various meetings, minutes, and other communications are sent as required;

d) Ensure the safekeeping of the Seal of the AWNA, the minute books, and all books, papers, records, correspondence, contracts, and other documents of the AWNA.

 

 

In order to provide competent, conscientious, and effective governance that maintains the confidence of the members, the staff, and the public, it is critical that each Board member demonstrate ethical and professional conduct.  The effectiveness of the Board depends upon the commitment of each Board member to a high standard of personal conduct.

 

The Code of Conduct describes the standard of behaviour expected of each Board member.  A commitment to serve on the Board represents a commitment by each Board member to the individual self-discipline required to govern with excellence.

 

1. Loyalty to the AWNA

a) Board members must carry out their duties honestly, in good faith, and in the best interests of the AWNA.  

 

2. Adherence to Standards

a) Board members must honour and abide by the:

i. Bylaws of the AWNA

ii. Policies approved by the Board

iii. Resolutions approved by the membership of AWNA

 

3. Board Meetings

a) Board members must attend meetings regularly, and participate on committees as appointed;

 

b) Board members must prepare thoroughly for all meetings so that they can properly address issues and questions that come before the Board for consideration and decision;

 

c) Board members will display courteous conduct in all Board and committee meetings, respecting the opinions of other Board members.

 

 

4. Confidentiality

a) Board members must not use Board information for their own direct benefit or advantage.  Board members must not communicate, either directly or indirectly, confidential information to anyone who is not entitled to receive the information.  Thus, Board members must keep information confidential whenever required for the best interests of the AWNA.  This information includes, but is not limited to, internal operations, pending contracts, and personal information about staff or members.  

 

b) The proceedings of any Board meeting, or any part of any Board meeting, or of any Board committee that is conducted in camera must be kept confidential by every member of the Board, by the Executive Director, and by any committee member, or other individuals invited, or permitted, to attend the meeting.  This includes the minutes or any records of the meeting.

 

c) When uncertain about a matter of confidentiality, Board members must seek direction from the Board.  

 

5. Individual Authority

a) A Board member has authority only when acting together with other Board members in a legally convened meeting.  Thus, Board members must not exert individual authority over the AWNA or the Board, except as stated in the Bylaws or Board policies.  

 

b) Only the President, Executive Director and/or their designate has the authority to speak on behalf of the AWNA when interacting with staff, the public, the press, and other entities.  

 

c) Board members must not direct or make any judgment of staff performance.  Board members requiring assistance from staff, or wanting to assign tasks to staff, must first consult with the Executive Director to determine the feasibility of the request.  Board members refer all concerns regarding a staff member’s performance to the Executive Director.

 

6. Show of Public Support

a) Board members must publicly support the policies and positions of the AWNA that are approved by the Board;

 

b) Board members shall not publicly denounce the motives, abilities, or personalities of other Board members or the staff of the AWNA;

c) Board members must publicly support actions taken by staff that follows policies, approved budgets, and plans.

 

7. Conflict of Interest

a) A conflict of interest includes any situation or relationship that could make the Board or any Board member open to a potentially diminished reputation for integrity in pursuit of the AWNA’s mission.  Board members must declare any conflict of interest that may arise.

 

b) Board members cannot benefit materially from knowledge of, or participation in, an investment decision by the AWNA.

 

c) Board members must not use their positions to obtain employment with the AWNA for themselves or their family members.

 

d) Board members must not use their positions to secure special privileges, favours, or exceptions for themselves, or any other person, individual, group, AWNA, community, and/or their own special interest.

 

e) Board members must not accept any gift, favour, or service from any individual, corporation, or other AWNA member.  Exceptions will be made in the following circumstances:

i. The normal exchange of hospitality between persons doing business together

ii. Tokens exchanged as part of protocol

iii. The presentation of gifts to persons participating in public forums

 

f) Board members who declare themselves in a conflict-of-interest position must remove themselves from all discussion and voting on the declared issue.  All declarations of conflict of interest must be recorded in the minutes.

 

8. Violation of the Code of Conduct

a) The President notifies, in writing, any Board member who does not abide by this Code of Conduct.  If the President does not abide by the Code of Conduct, the Vice-President handles the matter.   The Board member is allowed to present his or her views about the alleged violation at the next Board meeting.  This portion of the meeting is held in camera. The complaining party must be identified.  If the complaining party is a Board member, he or she and the responding Board member must absent themselves from any vote on the motion of censure or other action that may be brought by the Board.  Board members who are found to have violated the Code of Conduct may be subject to censure.  Options for censure include:

i. A verbal or written warning

ii. A suspension from the Board for one or more meetings

iii. Removal from the Board as provided for in Bylaw 20

 

9. Commitment to the Code of Conduct

At the beginning of his or her term, each Board member signs an agreement to abide by this Code of Conduct.