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Call for nominations for public directors of the ACWS Board

Alberta Council of Women’s Shelters

2020 Call for Public Directors

The ACWS Board Governance Committee is asking our members for recommendations regarding Public Directors. ***Public director nominations must be recommended by an ACWS member organization. If you are interested in becoming a public director of the ACWS board, please reach out to a member organization to submit your nomination.***

Two positions of Public Directors are open as Pamela Wicks and Brian Simpson have served their maximum of three consecutive terms and one position of Public Director – At Large Indigenous is held by Barb Okemow who has the option to run again.

Categories PositionTermCurrent IncumbentSeeking Re-election
At LargePublic Director2020-2022Pamela WicksNo, max 3 terms served
At LargePublic Director2020-2022Brian SimpsonNo, max 3 terms served
At Large – Indigenous2020-2022Barb OkemowEligible to run for a subsequent term

Public Director – At Large Indigenous which can include up to two Indigenous representatives that may be a voting delegate from an on-reserve member however no two board members can come from any one member:

LocationMember Organization NameShelter Name
1EnildaSucker Creek First NationSucker Creek Women’s Emergency Shelter
Next Step
2MorleyStoney Tribal AdministrationEagle’s Nest Stoney Family Shelter

Once the recommendations for Public Directors have been reviewed the committee will update you on the next steps with respect to your recommendation.

The Board’s composition matrix has indicated a need to recruit from the following professional backgrounds and skills in particular: information technology; privacy; corporate; immigrant service sector, seniors’ shelter; provincial or federal government; small business; communications; education; law enforcement; and accounting/financial management.

The Board Governance Committee is responsible for ensuring ACWS has a diverse Board, representative of our members and reflecting the rich tapestry of Albertans. In addition to the aforementioned professional backgrounds and skills, the Committee encourages applications from nominees who identify as: Indigenous, under 40, male, Black, a person of colour, an LGBTQ2S+ person, or a survivor.

In addition to looking for new board members with skills and attributes that would complement our remaining board member composition, the Board governance committee also recognizes that individuals must have the time, the commitment, and experiences outside their careers – attributes which are critical to strong board members and a well-functioning board.

The time commitment for Board members includes:

  • Attending four to six ACWS Board meetings in Edmonton and other locations
  • A Board Retreat
  • Attending the Annual General Meeting
  • Work on one ACWS committee
  • Support the principles contained in the Board Policy on Fund Development (currently under review).

Travel and accommodation costs are covered by ACWS for all Board meetings in accordance with Board policies.

This package includes:

  1. Call for Nominations
  2. Role of ACWS Board members
  3. Code of Conduct

Policy:  BP-5 Role of the Board Member

Date Approved: June 24, 2001
Dates Reviewed:  June 10, 2019; May 11, 2018
Last Date Revised: June 10, 2019
Number of Pages:  2

Policy

The Board is the legal authority for the ACWS.  Thus, each Board member is responsible for actively participating in the effective governance of the Board.  Each Board member is responsible for contributing to achieving the Board’s corporate responsibilities, its mission, vision, strategic goals, and outcomes.

Parameters

To fulfill the role and responsibilities, Board members:

    1. Keep informed on organizational matters at the governance level, as well as on issues and provincial, national, and international trends related to gender-based violence
    2. Are familiar with ACWS bylaws, its mission, the shelter movement, women’s issues, and current relevant legislation
    3. Approve, where appropriate, policy and other recommendations developed by the Board, and received from Board committees and the Executive Director
    4. Ensure compliance with all relevant laws
    5. Monitor the bylaws and all Board policies, and recommend changes when needed
    6. Review the Board’s structure, and recommend changes when needed
    7. Encourage diversity among Board members
    8. Abide by and support the decisions of the Board by communicating Board positions and values when speaking outside of Board meetings
    9. Participate in the development of ACWS’ strategic plan, and review the plan on an annual basis
    10. Approve and monitor the budget for ACWS
    11. Ensure proper internal controls are in place to safeguard the assets of ACWS
    12. Enhance fund development activities of the organization in alignment with Board policies on fund development.
    13. Approve the hiring of the Executive Director, including contract renewal; provide input and support to the Executive Director; and participate in evaluating the Executive Director
    14. Assist in developing and maintaining positive relationships among the Board members, Board committees, staff members, the members, key partners, and the community, in order to enhance the mission of ACWS
    15. Question any activity that is unclear and/or of concern

Board membership also includes:

    1. Commitment to the work of ACWS, especially its vision, mission, values, and strategic goals
    2. Commitment to be a community advocate on issues related to domestic violence and shelters
    3. Knowledge and skills in one or more areas of Board governance, including policy, planning, and/or advocacy
    4. Willingness to serve as a Board Liaison on a Board committee, actively advise the committee, and report to the Board on behalf of the committee
    5. Possibly chairing a Board committee
    6. Preparation for, attendance at, and active participation in Board meetings
    7. Attendance at Board orientation and development sessions
    8. Attendance at the Annual General Meeting and other Meetings of Members
    9. Support of special events either sponsored or supported by the Board

Board members have the right to receive in a timely manner:

    1. Agendas and supporting documents of all Board meetings
    2. Copies of the policies, books and records of ACWS, with the exception of those records that the Board has deemed confidential
    3. Copies of Board minutes
    4. Copies of financial and other reports
    5. Notice of all Board meetings

Policy:  BP-9 Board Member’s Code of Conduct

Date Approved: June 24, 2001
Dates Reviewed: February 08, 2019; August 15, 2014; April 7, 2005
Last Date Revised: February 08, 2019
Number of Pages: 3


Policy

In order to provide competent, conscientious, and effective governance that maintains the confidence of the members, the staff, the public and key stakeholders, it is critical that each Board member demonstrates 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 behavior expected of each Board Member.  A commitment to serve on the Board represents a commitment by each Board Member to abide by the Code of Conduct and to govern with excellence.

Parameters

  1. Loyalty to ACWS

Board members must carry out their duties honestly, in good faith, and in the best interests of ACWS when representing ACWS.  Board members must be loyal to the interests of ACWS over and above any:

  1. Membership on other boards or staffs
  2. Loyalty to advocacy or interest groups
  3. Personal interests of any Board member as a consumer of ACWS’s services

Adherence to Standards

Board members must honor and abide by the:

  1. Bylaws of ACWS
  2. Policies approved by the Board
  3. Resolutions approved by the membership of ACWS

Board Meetings

  1. Board members must attend meetings regularly and participate on committees as appointed.
  2. Board members shall prepare thoroughly for all meetings so that they can properly address issues and questions that come before the Board for consideration and decision.
  3. Board members will display courteous conduct in all Board and committee meetings, respecting the opinions of other Board members.

Confidentiality

    1. 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 ACWS.  This information includes, but is not limited to, internal operations, pending contracts, and personal information about staff or members.
    2. 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.
    3. Confidential information must never be disclosed by anyone who is party to the information unless the Board removes, by motion, the order of confidentiality.
    4. When uncertain about a matter of confidentiality, Board members must seek direction from the Board.

Individual Authority

    1. A Board Member has authority only when acting together with other Board Members in a legally convened meeting. Thus, Board Members cannot exert individual authority over ACWS or the Board, except as stated in the Bylaws or Board policies.
    2. Individual Board members do not have the authority to speak on behalf of ACWS when interacting with staff, the public, the press, and other entities, unless given this authority by the Board or delegated by the President.
    3. Board members do not direct or make any judgment of staff performance, except when assessed through the Board’s policies, and when given authority to do so by the Board.

Show of Public Support

    1. Board members publicly support the Board-approved policies and positions of ACWS.
    2. Board members publicly support actions taken by staff that follows policies, approved budgets, and plans.
    3. Board members do not publicly denounce the motives, abilities, or personalities of other Board members or the staff of ACWS.

Conflict of Interest

    1. A conflict of interest includes any situation or relationship that could make the Board or any Board Member open to a potentially diminished reputation or integrity in pursuit of ACWS’s mission. Board member must declare any conflict of interest that may arise.
    2. Board members cannot conduct any private business and/or personal services between themselves and ACWS.
    3. Board members cannot use their positions to obtain employment with ACWS for themselves or their family members.
    4. Board members cannot use their positions to secure special privileges, favours, or exceptions for themselves, or any other person, individual, group, organization, community, and/or their own special interest.
    5. Board members cannot accept any gift, favour, or service from any individual, corporation, or other organization.

Exceptions will be made in the following circumstances:

  1. The normal exchange of hospitality between persons doing business together
  2. Tokens exchanged as part of protocol
  3. The presentation of gifts to persons participating in public forums

Board members cannot participate in Board decisions in which their personal bias compromises their objectivity or where an appearance of bias jeopardizes the credibility of the Board’s decision in the matter.

Board members who declare themselves in a conflict-of-interest position must not participate in any discussion of the matter with board members, leave the room or conference call, and remove themselves from voting on the declared issue.

All declarations of conflict of interest must be recorded in the minutes.

Violation of the Code of Conduct

The President notifies, in writing, any Board member who does not abide by the Code of Conduct. If the President does not abide by the Code of Conduct, the Vice-President addresses 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:

  • A verbal warning
  • A written warning and/or
  • A suspension from the Board for one or more meetings
  • Removal from the Board, as provided for in Article 5.1.6.4c

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.

Treatment of Other Boards Members, Staff and Community Partners

Board members are expected to promote, support and comply with human rights legislation and are also expected to model positive and non -discriminatory behavior.  Discrimination based on race, religious belief, color, gender identity, mental or physical disability, marital status, ancestry, age, place of origin, family status, source of income or sexual orientation will not be tolerated.