Roles and Responsibilities of the Board of Directors

Qualifications

• Board Directors must be signed members in good standing.
• In order to stand for election as President, Vice-President, Treasurer, or Secretary, a member must be a Delegate at the time of their nomination.

Elections

• Review the Election Guide to learn when, and how, nominations open, and how AMAPCEO elections work.

Volunteer Pathways 

If you're interested in working towards the role of Board Director, here are some suggested volunteer pathways for members:

Governance Path

• Serve as Delegate
• Then serve as Community Lead/Treasurer/Secretary
• Then serve as Vice-Chair
• Attend Annual Delegates Conferences
• Attend Activists and Leaders Forums

Workplace Path

• Serve as Workplace Representative
• Actively contribute to WPR Community of Practice and support members in disputes resolution and address questions about your collective agreement
• Serve on your employee relations committee
• Attend WPR conferences

Knowledge

If you're interested in the role of Board Director, here are some suggested pieces to brush up on:

General Information

• Constitution and By-laws
• Purpose Statement
• Values Statement
• Strategic Plan and most recent Annual Report
• Organizational structure and key staff positions
• Financial Management
  • Most recent audited financial statements and current annual budget
    • If you're a Delegate, you can access this through the Delegate Resource Portal.
    • If you're not a Delegate, you can ask for access per Transparency and Accountability Policy)
  • Fiduciary Responsibility for Directors Policy

Labour Relations

• Crown Employees Collective Bargaining Act, 1993
• Board Workplace Relations - Committee Terms of Reference
• Employee Relations Committee Representative Appointment and Reappointment Policy
• Workplace Representative Appointment and Renewal Policy
• Workplace Representative - Mentorship Program

Board Structure, Policies and Procedures

• Activist Code of Conduct
• Board Code of Conduct
• Board Members’ Interactions with AMAPCEO Staff
• Confidentiality
• Conflict of Interest
• Board Leave Policy and procedures
• Board and Committee information
• Expense Reimbursement Policy & Procedures
• Board Compensation Policy
• Transparency and Accountability Policy
• Board Solidarity / Decision-making: Once a Board Decision is Made
• Board meeting procedures and protocol
• Board training/professional development policy

Duty is imposed on someone to perform something which is morally, legally or professionally considered right. Duties bring responsibilities.

Fiduciary Duty

Every Director and Officer of a Corporation in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Corporation^[1]. 

• Sign Undertaking of Confidentiality
• Take the Oath of Office
• Adhere to the Constitutions, By-Laws and Policies of AMAPCEO, highlighting the Board Members’ Code of Conduct; Transparency and Accountability Policy; Risk Management Policy; and Protection of Members Privacy Policy
• Participate in the New Board Member Orientation program, and in a timely manner, in advance of attending inaugural Board meeting
• Participate in the annual Board Orientation program
• Individually, assume specific leadership responsibilities or portfolios, as may be determined by the Board from time to time, including but not limited to:
  • chairing the Board and/or Board committees;
  • acting as a Board liaison or representative on other committees;
  • leading a functional responsibility in AMAPCEO;
  • representing AMAPCEO at events; and/or
  • leading a special project

Duty of Care

Every Director of a corporation in exercising their powers and discharging their duties shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances^[2].

• Model behaviour through professional and inclusive approaches
• Understand and commit to AMAPCEO’s strategic responsibilities:

1. Establish and clearly state the mission of the Union through long range objectives and strategic plans and monitor progress towards meeting goals and objectives
2. Through the Chief Operating Officer, hire and supervise management personnel to run the organization in accordance with the policies and objectives of the Union
3. Monitor and ensure the Union’s financial stability

^[1]  Canadian Business Corporation Act, section 122 (1) (a).
^[2] Canadian Business Corporation Act, section 122 (1) (b).

District Work - Local Oversight

• Chairing the District Executive Committee (and preparing the agenda in advance with District leaders, [e.g., Vice-Chair, Treasurer/Secretary]). The District Executive Committee is required to meet a minimum of four times each year, but may meet more often if it wishes, and a quorum for all meetings is a majority of voting members
• Dissemination of Board summary documents to District Executive Committee in advance of the release of approved Board minutes
• In the Ontario Public Service bargaining unit, establishing practices for District Executive leaders to use employer-paid leave (Article 8.3) on activities for the District

Leadership Responsibilities:

• Encouraging and motivating members to get involved
• Encouraging delegates to invite members to events and to recruit activist/volunteers (considering the ladder of engagement)
• Empowering new activists (e.g., Community Leads) and encouraging them to increase their responsibilities
• Finding/creating opportunities in the workplace to speak positively about the work of the union
• Build and maintain relationships with key management leaders (e.g., facilities coordinators, supportive directors, and ADMs)
• Build and maintain an ongoing list of potential delegates
• Connect members with Workplace Representatives
• Connect with other directors on an ad hoc basis to share ideas, successes and lessons learned
• Explore and develop a succession plan for the district (delegates and officers)

Ensure District Executive Committee responsibilities are completed:

• Elect Vice-Chair, Treasurer, Secretary, and Community Lead roles
• Prepare and submit annual workplan and budget
• Prepare and submit annual community donations requests
• Attend and lead work as assigned at the Activist and Leaders Forum
• Convene one general membership annual (or more depending on District construct) in collaboration with the President’s Office
• Recruit and fill volunteer vacancies in the District (e.g., Workplace Representatives, Health & Safety Representatives, Delegates, Alternate Delegates, etc.) in collaboration with AMAPCEO staff

Board Work - Decision-making Duties 

• Committee work assigned by the President
• Preparing policies for consideration by the Annual Delegates’ Conference
• Implementing the decisions of governance bodies
• Spending funds in accordance with the annual budget
• Interpreting the AMAPCEO Constitution
• Overseeing the bargaining process for all units
• Exercising authority not specifically assigned to the Delegates
• Directors are members of and accountable to the Annual Delegates’ Conference
• Preparing and submitting a written report to the Board on their Board and District activities (separate District report from Board Committee reports).

Board Work – Additional Responsibilities

• Communications/Protocol for Board response to member emails sent to the entire Board
• The need for Board members to provide disclosure/notice of external invitations and activities to the rest of the Board
• The protocol for Board members who are approached to advocate personally on behalf of individual members.
• The protocol for Board members who wish to advocate on behalf of their own grievances or issues affecting them personally.
• Engage with members in the Director’s geographic unit to participate in the activities of the organization including bargaining readiness
• Promote the purposes and objectives of the union

District Work - Local Oversight

On a monthly basis (rough times are averages):

• Meetings with staff (Member Engagement and committee support): ~3 hours
• Conversations with District Executive (usually Vice-Chair and Treasurer): ~3 hours
• Writing reports (including Board and committee reports): ~2 hours
• Drafting agendas: ~2 hours
• Planning logistics of events or meetings (could include planning committee meetings): ~3 hours some months
• Correspondence, preparing for meetings, including board meetings, connecting with members: ~3 hours

Directors from the OPS have access to up to three days of employer-paid leave from work per month for the Director, or their designee, to support district work.

Board Work - Decision-making Duties

Preparing for and attending Board meetings

Meetings are scheduled for one or two days a month (January to June and September to December): ~20 workdays

• Directors are to read posted materials, and reach out with questions in advance of meeting
• Ad hoc meetings on an as needed basis, e.g. to recommend a tentative agreement for ratification
• Two meetings held outside Toronto require overnight accommodations:
  • Board retreat (typically March - two-half days and full-day meeting, two nights away)
  • Regional Board meeting (typically May or September and roves between Eastern, Northern, and Western Districts, covering all three in three years)

Board Committee work & meetings

• Depends on committee and role on committee, (e.g., Equity Committee liaison role: ~5 workdays; Health & Safety Committee role: ~1 workday); a director’s assigned portfolio may consist of more than one committee at any given time
• The full-year Board meeting schedule is prepared in the fall before

Directors have access to an additional ten days of discretionary leave to support their participation in Board meetings and need to schedule.

Board Work - Additional Responsibilities

Represent AMAPCEO at different events

• All Board members are expected to attend a conference (two to three days out of town), or event (evening) at least once in their two-year term
• All Board members are required to attend AMAPCEO activists’ forums and conferences: ~ 5-6 days

Leave time and travel expenses are covered.

The President is the Chief Executive Officer of the union and, as its highest ranking official, responsible for carrying out the union's mission. They are responsible for ensuring general good governance and that all approved policies and actions are properly implemented.

The President/CEO is also a member of the Senior Management Team, the union’s chief negotiator, co-chair of all central employee relations tables, an ex-officio member of all bargaining teams, and has the sole ability to bind the union in resolving individual and policy disputes.

As chief spokesperson, the President/CEO speaks on behalf of the Executive, Board, ADC, and members of all bargaining units.

Finally, the President/CEO has the authority to strike Board Working Groups to deal with in-year topics and, together with the Chief Operating Officer, represents management for internal audit and labour relations purposes.

During their term as President, they are on full-time union leave, and work at the AMAPCEO office. 

The Vice-President shares some of the leadership responsibilities of the President/CEO and fulfills their duties as designated, or when they are unable to do so. The Vice-President also assumes other responsibilities as assigned by the ADC, Board, Executive Committee, or President/CEO.

The Vice-President sits as a member of the AMAPCEO-Ministry Employee Relations Committee (ACERC) and on the Multi Bargaining Agents forum (MBA). They lead the union’s education and equity initiatives, as well as the Employee Relations Committee's standardization efforts.

During their term as Vice-President, they are on full-time union leave, and work at the AMAPCEO office. 

The Treasurer is the Chief Financial Officer of the union and is responsible for AMAPCEO’s funds and assets, as well as for maintaining accurate records of accounts and financial transactions. The Treasurer leads the Board in drafting the annual budget, is an advisor to the Audit Committee, and sits as Chair of the cyclical Finance Committee when in session.

The Secretary ensures proper notice is given for meetings and minutes, and that decisions are recorded for meetings of all governing bodies. They are also responsible for keeping record of incoming correspondence and formal outgoing communications. The Secretary has the symbolic responsibility to oversee the registry of members. In conjunction with the President/CEO, they set agendas for all governing bodies. The Secretary sits as an ex-officio liaison to the Resolutions Committee.

The Chair of the Board is elected on an annual basis by the non-Executive members of the Board of Directors. They are responsible for officiating at Board meetings, providing a District element as a fifth member of the Executive Committee, and assuming other responsibilities assigned by the Board, Executive, or President/CEO.