I understand and accept the expectations of a director as outlined below. *

I agree to the abide by the duties of a Director as outlined below. *

Managerial Duty

Southeast Alberta Chamber of Commerce is a non profit organization. The Board of Directors has the sole responsibility for the policy management and governance of the Chamber organization. This includes the duty to supervise the Executive Director, who in turn manages the staff. The Board has the duty to provide guidance and policy development, and acquire an adequate knowledge of the business and functioning of the organization. In particular, the directors have a duty to ensure that various legal requirements are complied with, such as properly maintained books, records, and minutes; enacting bylaws; ensuring the proper election of officers; and appointing an accounting firm to perform audits.

Fiduciary Duty

A fiduciary is any person who maintains a position of trust. Common examples of fiduciaries are agents, lawyers, and doctors. The fiduciary duty of a director is an obligation to act honestly, in good faith and in the best interest of the organization, and to be loyal to the organization. This duty reduces the danger of a director exercising his or her authority in a self-serving manner.

Honesty

The first component of the fiduciary duty is honesty. This is an obligation placed on the director to disclose the entire truth to avoid fraudulent transactions in matters pertaining to his or her office. Examples of a director’s breach of the duty of honesty would be misuse of the organization’s funds, misappropriation of the organization’s property, and improper loans to directors.

Good Faith

The director of an incorporated non-profit organization must pursue the best interests of the organization and good faith must be demonstrated in attaining this end. This means that a director may not pursue any “improper” purpose while acting on behalf of the corporation. The activities of a director are restricted by the objects of the corporation as set out in the bylaws. A prudent director will attempt to remain within the boundaries of his or her legitimate authority. A number of factors are relevant when determining whether a director is acting in the best interests of the corporation. First, something more than a mere assertion of good faith is required. Second, everyone involved in a specific transaction must believe that the transaction is being made in good faith. Finally, the Director’s assertions of good faith must be reasonable under the circumstances.

Loyalty and Conflict of Interest

A director must act in the best interest of the organization, which means that he or she agrees to subordinate all personal interests to those of the organization. Although directors are generally well-meaning, they may, at times, have difficulty separating their duties from their personal business interests. If this happens, the incorporated non-profit organization and its beneficiaries may suffer.

Conflict of interest may arise in many circumstances. It could occur if a director contracts with the organization and uses his or her office to negotiate terms that are unfair to the organization but personally advantageous. Or conflict could occur when a director acts on the Board of two or more non-profit corporations that have contractual dealings with each other. The director owes a fiduciary duty to each corporation and must act in the best interests of each. It would be wise for a director to avoid this situation since conflicts may be inevitable.

If a director negotiates a contract between two non-profit corporations, it is possible that his or her performance will be influenced by conflicting loyalties. Since only one organization may benefit from the director’s actions, the director should disclose all relevant facts to each organization in order to avoid any impropriety. Indeed, a director would be wise not to place himself or herself in this position.

This does not mean that a person cannot sit on more than one Board. However, such a position demands that the director act within the scope of authority and not favor any non-profit corporation to the detriment of another and not act in such a case.

Even when contracts do not exist, it is important to understand that the decisions of the board may affect the business or property of a director.  Instances of social and political gain may also violate the fiduciary duty.  Direct or indirect benefits to relatives, friends, and associates may also be avoided.

Another example of conflict of interest is corporate opportunity, which happens when a director profits from his or her office.  A director may not receive compensation for acting as such, but may receive compensation or reimbursement for services or goods provided to the organization.  The bylaws of the organization may set out rules governing the provisions of such services.

A director is required to disclose to the Chamber the nature and extent of his or her conflict or potential conflict of interest.  Where there is a conflict of interest that director must abstain from voting.

Duty of Care

Directors must demonstrate a minimum standard of care in the performance of their activities on behalf of the non-profit organization.  This standard of care is what a “reasonable director” would do under the same circumstances.  This “reasonable director” must act honestly, exercise some degree of skill and diligence, and ensure that he or she has the authority to act in compliance with the provision of the organization’s constitutions and bylaws.

A professional who acts as a director faces a higher standard of care than other directors who lack specific expertise.  A lawyer, for example, is required to provide competent legal advice to the Board.  In other matters over which the director has no special expertise, however, the professional is not required to attain a higher level of performance.

A director who acts honestly and who has met the standards of conduct required by the fiduciary duty and standard of care is not responsible for errors of judgement that occur while performing his or her duties.

Duty of Diligence                     

The duty of diligence means that a director must become acquainted with all aspects of the organization including the transaction of business (usually by attending Board meetings), organizational policies and the delegation of tasks.

While an elected director is not legally bound to attend Board meetings, he or she does have the duty to stay informed of all events that transpire at meetings, which can be achieved, to a large extent, by reviewing the minutes and financial statements of the organization.  When a director does attend a meeting, he or she must exercise the level of judgement and care that an “ordinary person” would take in the same circumstances. 

It is prudent for a director to attend whatever Board meetings possible.  Not attending may be interpreted as a failure to exercise the proper degree of diligence. 

If a director attends a meeting where an illegal act is planned, that director is liable unless he or she immediately registers dissent.  Liability can also occur if the director does not properly notify the members and other interested parties about all illegal acts of which they are aware.  On the other hand, a director may not be liable for an illegal act if he or she has no knowledge about it and has fulfilled the other duties required.  Liability for illegal acts committed by the Board prior to a director’s election are not passed on to the new director.

If a director does not attend meetings because of a long-term illness, he or she should consider relinquishing office if unable to fulfil his or her necessary duties. Because all Board members are obliged to ensure the effective management of the organization,  a director who is not adequately fulfilling his or her role may be removed from office if the terms of the organization’s bylaws so provide.

While the directors may not have the expertise for certain aspects of management, they often rely on the services of experts (for example, accountants and lawyers) who are not officers of the organization.  In this case it is the duty of the directors to ensure that the qualifications of the experts are appropriate.

Investment Powers

A director of an incorporated non-profit organization faces great potential liability for the investment of corporate funds.  All non-profit organizations maintain the power of investment.  The director must consider whether the board possesses sufficient expertise to invest funds without outside consultation.  However, certain responsibilities should never be delegated.  These include establishing corporate policy, appointing financial officers, enacting bylaws concerning corporate affairs, reviewing reports at frequent intervals, and establishing the details of employment for employees.

Duty of Skills

In most jurisdictions the law does not specify what levels of skills is required of a director of an incorporated non-profit organization. However, a director is under no obligation to exercise skills that are beyond his or her level of competence, and directors are not liable for errors of business judgement. 

The level of skill required of each director will vary, therefore, according to individual qualifications and experience as well as the range of organizational demands placed upon the director.  However if a director does possess specific expertise, he or she is required to use it in the organization’s affairs.

Duty of Prudence

A prudent person exercises sound and practical judgement and is cautious and discreet in conduct.  Therefore, a director must act in a manner that is both practical and cautious with a view to anticipating the probable consequences of any course of action that the organization might take.

The level of knowledge a director has is not relevant to his or her duty of prudence.  Prudence must be exercised with practicality in mind, not expertise.

Continuing Duty

A director cannot necessarily avoid liability through resigning his or her office.

A director is responsible for acts already done and neglected while he or she held office. Further the director may remain bound by a continuing duty to the corporation which will vary in length of time according to the circumstances.

In some situations, resignation by a director with the intent to avoid liability could be a breach of duty itself.  Resignation in such circumstances may violate the duties of care, diligence, prudence, loyalty and the best interests of the corporation.  Even if the organization dissolves, liability continues during the winding up process.

Nominee Acknowledgement *

I have read and fully understand the preceding pages of the nomination package outlining my responsibilities and obligations as a Director of the Southeast Alberta Chamber of Commerce and confirm that I have reviewed the by-laws of the Chamber of Commerce.

Nominee Acknowledgement of Membership *

I am a member in good standing of the Southeast Alberta Chamber of Commerce and have been a member for at least two years.

Acceptance of Nomination *

I am prepared to let my name be considered by the Leadership Development Committee for the upcoming Southeast Alberta Chamber of Commerce Director Election, for a term of 1 year, and will commit to carry out my responsibilities should I be nominated and elected.

Nominator Confirmation *

I have been nominated by a member in good standing of the Southeast Alberta Chamber of Commerce and have uploaded the nomination form verification [Download the nomination form here to print and sign].

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First Name *

Last Name *

Organization *

Position *

Phone *

Email *

Nominee Profile *

Please include a candidate profile of no greater than 200 words. This profile will be included in the election package which is provided to the membership for voting purposes.  You may view current board profiles online at https://www.medicinehatchamber.com/aboutus/ Submitted profiles may be subject to editing.

Nominee Photo *

Please upload an electronic professional photo. This photo will be included in the election package which is provided to the membership for voting purposes. You may view current board profiles online at https://www.medicinehatchamber.com/aboutus/

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Please list all current and past board, committee or leadership involvement. *

What other association memberships do you hold, if any? *

What other community or business initiatives have you worked on? *

What industry do you currently represent? *

Describe your knowledge, background, expertise and years of experience within this industry or other industries you have been involved in?

How long have you lived in our district area? *

What do you think you can contribute as a Board Director and what would you like to see accomplish? *

Why do you wish to serve on the Board of Directors? *

Executive Committee *

The Executive consists of the President, the Immediate Past President, the 1^st Vice-President, the 2^nd Vice-President, the Treasurer & the Executive Director (non-voting). The Executive committee serves as a filter for information and provides consultation to elected officials. The Executive Committee is responsible for human resources policies and serves as the media advisory committee. Additionally they are tasked with recommending governing issues to the Board for decision.

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Finance Committee *

The Finance Committee consists of the Treasurer serving as committee Chair and a minimum of two other members as appointed by the Board, as well as the Executive Director (non-voting). The Finance Committee is responsible for audit/review engagement planning, preparation and final results, information and control systems, monthly and annual financial statement review and reporting, budget planning and consultation, as well as auditor appointment.

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Leadership Development Committee *

The Leadership Development Committee consists of the Past President serving as committee Chair, the President and a minimum of one other non-member of the Chamber Board’s executive committee. The Leadership Development Committee is responsible for ensuring membership is well represented on the Board. As well they are responsible for recommending changes to bylaws and policies as well as handling the nomination and election process for the Board of Directors. The Leadership Development Committee serves in a consultative capacity to ensure governance practices and procedures are understood and followed, along with providing leadership development to the Board.

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Business Advisory Committee *

The Business Advisory Committee is responsible for identifying issues or barriers to growth for the business community, development of strategies and policies to resolve issues or barriers to business, research and advocacy on behalf of members, communication with elected officials, as well as provincial and national chambers to provide input and direction on policies and recommendations.

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Community Connections *

The Community Connections Committee is responsible for assisting with the Board’s strategic plan in relation to membership and assisting with implementation of membership outreach programs established by the Chamber. Members of this committee are ambassadors to the Chamber of Commerce and identify trends and common concerns among dropped members, as well as assisting with recruitment and retention and opportunities.

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Urban Development Industry Committee *

The Urban Development Industry Committee has one board appointed representative. The committee plays a role of advocacy on behalf of its business members in the industry to develop and implement policies designed to ensure Southeast Alberta provides an atmosphere that is conducive to business and sustainable community growth.

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Economic Development *

The Southeast Alberta Chamber of Commerce represents its membership on matters of community economic development. The Goal of the Chamber in this regard is to assist in creating sustainable economic growth for the region. Accordingly, the Chamber plays a key role on local and regional economic development Advisory Boards and committees. As such the Chamber appoints one representative from the Chamber of Commerce Board to serve on the Board of Directors for the Community Futures Entre-Corp, on the Sport and Event Council, as well as one representative on the Highway 3 Association.

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Diversity, Equity, Inclusion Representation and Belonging Committee *

The Diversity, Equity, Inclusion Representation and Belonging Committee Committee plays a role in informing, guiding and collaborating with the Chamber and its members on various initiatives to increase representation, belonging and inclusivity and develop, lead and review inclusive policies, practices and initiatives. 

 

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Economic Development - Focus Area *

If Economic Development is of interest to you, which committee or board would be of greatest interest to you?

Wild Horse Border Committee

Highway 3 Twinning Association

Community Futures Entre-Corp

Medicine Hat Sport and Event Council