Governance Policy

June 2008

Magazines Canada is a not-for-profit corporation operating within a set of by-laws. Magazines Canada is incorporated federally. An elected volunteer board of directors and elected chair has the fiduciary responsibility for the corporation. The association employs a chief executive officer (CEO) who is responsible for the executive direction of approved activity. In addition to its by-laws, and the requirements of the Canada Corporations Act, the corporation operates with a governance policy as follows:

BOARD POLICY PROCESS GUIDELINES

This model serves a number of associations across North America. It serves to assist as well as underline the due diligence process. The policy governance model has two objectives:

1. To be an effective tool to help Magazines Canada address short- to long-term issues as they arise in both a responsible and responsive manner;
2. To allow the CEO and staff to develop and facilitate the implementation of Board policy in the service of the industry.

RESPONSIBILITIES OF THE BOARD

1. Establish policies necessary to govern the programs, services, and performance of the organization. (See policy # 1 below.) 
2. Approach board decision-making with an open mind and participate in making the best possible decisions for everyone involved. 
3. Prepare for, attend, and actively participate in board meetings.
4. Prepare for, attend, and participate in assigned committee meetings.
5. Be well informed on issues and agenda items that require the attention of the board.
6. Work cooperatively with other board members.
7. Respect and support the decisions of the board.
8. Keep confidential information confidential.
9. Assist the Chair in a formal process that will recruit, employ, support, monitor, evaluate, and, if necessary, terminate the CEO.
10. Give guidance to long-range planning and development.
11. Monitor the finances of the organization and assist in the budget process.
12. Represent the interests of all members served by the organization. 
13. Represent the members and the organization to the broader community.

ROLES IN POLICY DEVELOPMENT

1. Policy Formation (creating) is the responsibility of the Board, committees, and administrative staff. Policy formulation is based upon timely, clear information provided by members, committees, and staff working through the CEO. The volunteer leadership brings knowledge of industry to policy development. Staff can apply the knowledge of day-to-day operations and practices of the organization. This information is cooperatively shaped into policy proposals for the Board.
2. Policy Determination (deciding) is the sole responsibility of the Board of Directors, not staff, individual volunteers, and/or committees. Boards alone have the legal responsibility, authority and accountability for policy decisions. Policies become guidelines for staff work, programs, and committee activities. Policies are the vehicles for achieving organizational purposes and objectives. A reporting process should be determined at the time a policy is made.
3. Policy Implementation (doing) is the responsibility of the CEO and staff. Staff has the task of carrying out policy so that these decisions influence day-to-day operations. The CEO may ask volunteers to help implement a policy. Committees take action with a clear mandate from the Board through the office of the CEO. In effect, all staff and volunteers taking Board-sanctioned action report through the CEO to the Board. When staff and committees seek to implement and interpret board-approved policies, they can expect the support of the Board.
4. Policy Administration (enabling) is the sole responsibility of the CEO and the CEO's staff. They are responsible for organizing the systems to make a policy operable (i.e. office procedures, staff assignments, etc.). Individual Board members neither supervise nor direct the staff.
5. Policy Evaluation (reviewing) is the responsibility of both board and staff. It is important to regularly monitor the effectiveness and impact of policy decisions, and to make recommendations for continuation and change. This way, both the board and staff can monitor the short- and long-range effects of a policy.

COMMITTEES OF THE BOARD

The Board of Directors may create committees, task forces and/or sub committees to pursue ongoing policy development or to address specific policy issues as per the specific process outlined Magazines Canada’s governance policy 99.9.1. Committees operate within the legal structure of Magazines Canada reflected in the corporation’s by-laws.

The mandate, terms of reference, and membership criteria of each committee create the framework within which a committee pursues its governance responsibilities as per the governance policy 99.9.1. All Committees are consultative and responsible to the Board of Directors, and will pursue process as follows:

1. Each committee will be chaired by a member of the Board who will work with designated Magazines Canada staff, prepare agendas, record meeting recommendations, and develop and maintain clear communications between the committee and the Board of Directors.
2. Committee member appointments and cross appointments to other committees are subject to the consideration and approval of the Board.
3. Membership in the committee is voluntary. Staff or paid consultants, including the CEO, may attend meetings as invited or required in support of the committee.
4. The Board will endeavor to ensure that committee membership is representative of Magazines Canada’s member profile in terms of member magazine size and regional base, or to provide a specific expertise within the mandate focus of the committee.
5. Committees may be asked by the Board and/or the CEO from time to time to assist the CEO in an operational process. No committee may take action without the consent of the Board of Directors.
6. With the exception of the Management Committee, committee membership is not limited to members of the Board of Directors.
7. As all Committees are consultative, the committee Chair will endeavor to assist in facilitating consensus recommendations in the context of the organization’s mission and guiding principles for the consideration by the Board of Directors.
8. Committees will meet at the call of the committee Chair or the Board Chair through notices directed and scheduled through the corporation’s offices.
9. Should any member of a committee fail to attend three consecutive meetings, the corporation may assume, subject to communication, that the individual committee member has resigned from the committee.
10. From time to time, a committee or the Board of Directors may wish to form a sub-committee or task force for specific issues. Such sub-committees and/or task forces must be formed and managed in the same manner as any committee of the Board of Directors.
11. Creation and execution of advertising and promotional activities designed to increase awareness of strategic imperatives and enhance industry perception.