Generic COMMUNITY legal clinic
Board Manual
1
“no name” clinic board manual
Table of Contents
1...... Introduction
1.1Purposes and Uses of the Board Manual
1.2History of the Clinic/Fact Sheet
Clinic Board Members
Clinic Staff
Clinic Address:
Main Telephone:
Private Line:
Fax:
Email:
Clinic Hours:
A Brief Clinic History:
Sample Description of Services:
Geographical Guidelines:
2...... Key Funder Background
2.1History of Legal Aid Ontario (LAO)
2.2History of Ontario Community Legal Clinics
Association of Community Legal Clinics of Ontario (ACLCO)
Structure of the Clinic System
Clinic Services Office (CSO) Staff
2.3Mutual Commitments & Responsibilities
2.4Memorandum of Understanding / Funding Agreement
The Clinic’s Role and Responsibilities
2.5Government Regulations
2.6Legal Aid Services Act
2.7LAO Services to Clinics
Clinic Resource Office (CRO)
IT Department
Facilities Department
Clinic Services Office (CSO)
Quality Service Office (QSO)
Human Resources
2.8Glossary of Terms/Acronyms
3...... Charter Documentation
3.1Articles of Incorporation
Letters Patent of Incorporation
Supplementary Letters Patent
3.2Other Registrations & Legal Documents
4...... Governance – Board Organization
4.1Structure
4.2Bylaws
Content and Language of the By-laws
Amending the By-laws
4.3Resolutions
4.4Codes
4.5Policies
The Importance of Policies to a Clinic
A Comprehensive Policy Document – A Useful Organizational Tool
Developing and Changing Policies
4.6Directors’ & Officers’ Insurance Coverage
Indemnification and Insurance
Insurance Documents
5...... Governance – Board Membership
5.1Board Member Contact List
5.2Roles & Responsibilities of Board Members
Legal Responsibilities of Clinic Board Members
Administration
Financial Management
Personnel Management
Job Descriptions
Hiring
Human Resources Policies
Salaries
Discipline and Dismissal
Programs and Services
Planning
Fundraising
Evaluation
5.3Job Description – Board Member
Sample Job Description
5.4Job Descriptions – Executive Committee Positions
Sample Board Roles
5.5Board Organization Chart
5.6Committees (Description & Mandates)
5.7Recruiting New Board Members
Sample Board Composition Review Tool
5.8Orienting New Board Members
Sample "Q's and A's"
5.9Removing a Board Member
6...... Governance – Board Administration
6.1Board Meeting Agendas & Minutes
Corporations Act
Rules of Procedure
Accessibility and Inclusiveness of Meetings
6.2Committee Meetings Agendas & Minutes
6.3Annual General Meeting Guidelines
Election of Directors
Election of Officers
By-law amendments and special resolutions
Presentation of Financial Statements and the Auditor's Report
Report of Key Activities and Developments
6.4Board Calendar/Important Meeting Dates
7...... Strategic & Operational Plan
7.1Vision/Mission Statement
7.2Values
7.3SWOT Analysis (Strengths, Weaknesses, Opportunities & Threats)
7.4Key Strategies/Strategic Imperatives
7.5Strategic Goals & Objectives
7.6Action Plans & Programs
7.7Monitoring & Evaluation
8...... Board Performance
8.1Key Success Factors of Board Performance
8.2Board Evaluation Methodology
8.3Evaluation Results of Overall Board Performance
9...... Organization Management
9.1Organization Chart
9.2Staff List/Contact Information
9.3Checklist of HR Policies of the Organization
9.4Collective Agreements
9.5Organization Performance
9.6Finance Policies of the Organization
9.7Physical Asset Policies of the Organization
9.8Stakeholder Information
9.9Clinic Operations Manual
10.Appendix A: Clinic Memorandum of Understanding
11.Appendix B: Clinic Bylaws
12.Appendix C: Tips for Clinic Directors
12.1Contracts
12.2Civil Wrongs or Torts
12.3Fiduciary Duties
Level of Skill or Standard of Care
12.4Diligence
12.5Loyalty
12.6Duties to Clinic Members
12.7Statutory Duties
13.Appendix D: Statutory Responsibilities of Clinic Directors
14.Index
“no name” clinic board manual
Chapter
1
- Introduction
A board manual is an important reference tool for orienting, educating and supporting board members in carrying out their governance roles and responsibilities. In many cases it provides the answers to some questions, in others it highlights areas where more work needs to be done. In addition, it demonstrates accountability, by documenting governance practices and policies necessary to govern effectively
This board manual template provides community legal clinic boards with a tool they can use to develop a first-time manual or to improve a manual already in place. As a first step, the clinic board should decide on what to include in the manual, delete those chapters and sections not initially needed and then customize the template. In some sections, we have provided actual text that may be used or modified. In others, we have offered direction, tips or suggestions for consideration(blue text). It is up to individual clinics to determine what information to include.
1.1Purposes and Uses of the Board Manual
Recent events have brought more attention to the oversight role that all boards must play – be they boards operating in the for-profit or not-for-profit sectors. A board manual plays a key role in ensuring that board members have all the information they need to carry out their oversight role effectively.
A board manual also shows stakeholders that there is a commitment to governance. Customers, funding agencies, insurance professionals and other authorities all have a stake in ensuring that the board takes its responsibilities seriously. Through the development of a manual, a board can more clearly see where the gaps exist in their governance processes and can work to put in place the necessary additional measures
The board manual is a key resource in creating committed, knowledgeable, and effective board members and can be used to effectively recruit, and select new members to the board. The board manual is also an important orientation tool, providing the new member with useful information about the organization, the structure of the board and information about the organization’s operations and the people who work within it. For the balance of a member's board service, the manual will act as an indispensable working tool and a reference resource that supports the board member in carrying out the ongoing governance role.
1.2History of the Clinic/Fact Sheet
This section will be written by the community legal clinic itself. Text can be added or copied and pasted from other existing clinic documents. Topics for this section could include:
Clinic Board Members
Provide details here or insert the phrase “For full details on all current board members, please see section 5.1”
Clinic Staff
Provide details here or insert the phrase “For full details on all current staff, please see section 9.2”
Clinic Address:
Main Telephone:
Private Line:
Fax:
Email:
Clinic Hours:
A Brief Clinic History:
Sample Description of Services:
- Casework
- Summary Advice
- Community Development, which includes:
a)Community Education
b)Outreach
c)Law Reform
Geographical Guidelines:
The clinic shall provide legal services to residents living in <insert details here>
The staff has the discretion to accept clients from outside the geographical guidelines in specific instances, if located within <insert details here>. If outside <insert details here>the staff shall report such exceptions to the Board.
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“no name” clinic board manual
Chapter
2
- Key Funder Background
2.1History of Legal Aid Ontario (LAO)
To be provided by LAO.
2.2History of Ontario Community Legal Clinics
Community legal clinics were established in the early 1970's to help meet the legal needs of low-income and disadvantaged individuals and communities. The first clinics, such as Parkdale Community Legal Services, Injured Workers' Consultants, the Canadian Environmental Law Association and Neighbourhood Legal Services in Toronto were established through community initiatives, with a range of funding sources. However, the Ontario Government soon began providing on-going funding to community legal clinics through the Ontario Legal Aid Plan, and since 1998, through Legal Aid Ontario (LAO). There are now 79 community legal clinics serving every area of the Province, including 17 "specialty" clinics that focus on particular areas of the law or particular communities of interest and the general public interest. Ontario’s community legal clinics offer a range of services, including: legal representation, summary advice, referrals, law reform, public legal education, community development and advocacy.
Association of Community Legal Clinics of Ontario (ACLCO)
The ACLCO is the representative body for Ontario’s 79 community legal aid clinics. Its objectives are to:
- Improve the legal welfare of the communities served by member legal clinics;
- Promote unity and understanding among legal clinics in Ontario;
- Represent and advocate on behalf of legal clinics in Ontario;
- Promote and expand the legal clinic system in Ontario.
The ACLCO is governed by a 13 person executive. This executive is elected annually at the Annual General Members meeting, with representatives from each of the 4 regions in the province (North, East, Southwest, Toronto/Specialty). The executive is made up of both clinic board and staff members.
The ACLCO employs one staff member, its executive director, Lenny Abramowicz. He can be reached at , or at 416-204-5380.
The ACLCO acts as the voice of the clinic system to various stakeholders, including: Legal Aid Ontario, the Law Society of Upper Canada, all levels of government, law schools, the media, and the general public. To enable it to do so, it relies on its consultation policy to develop clinic system positions, and its communications policy to keep in contact with its membership.
For further information please visit:
Structure of the Clinic System
Legal clinics, with some exceptions, are managed by democratically elected, volunteer Boards of Directors. Board members are drawn from the community served by the clinic; some are former clients.
Day-to-day clinic management is the responsibility of an Executive Director. The Director also provides clinic services with a team of lawyers, community legal workers, and support staff, all of whom are employed by the clinic Board.
Boards apply to Legal Aid Ontario’s Clinic Services Office for the funding required to run their clinics.
Legal Aid Ontario receives the funds needed to operate community legal clinics from the Ministry of the Attorney General of Ontario. LAO is, therefore, accountable to the Ontario government and to all residents of the province for these funds.
Clinic Services Office (CSO) Staff
The CSO staff are responsible for making initial decisions on most applications for funds. Decisions made by the staff normally pertain to applications for funds to cover clinic annual operating budgets, establish new clinics, and hire additional staff. The CSO also makes decisions on the special terms and conditions under which funds will be provided to clinics.
The CSO staff act as advisors to Board and staff on a wide variety of matters
2.3Mutual Commitments & Responsibilities
Legal Aid Ontario is the principal funder of community legal clinics in Ontario. Each clinic is an independent, non-profit corporation governed by its Board of Directors. Each clinic has signed a Memorandum of Understanding (MOU), a Funding Agreement and other Agreements with Legal Aid Ontario setting out their mutual commitments and responsibilities. The Board of Directors is responsible for all-important decisions regarding the poverty law services that will be delivered to its community. To inform these decisions, Boards receive reports and input from the Executive Director and staff, as well as keep abreast of community needs through ongoing consultation.
Boards are accountable to LAO for the use of the funds provided to clinics by Legal Aid Ontario. This accountability includes, but is not limited to, the completion of an annual funding application, providing LAO with clinic statistics and financial statements on a quarterly basis, and audited statements on a yearly basis.
LAO provides direct funding to clinics for staff salaries and benefits, operating expenses - such as, office supplies, travel expenses and office leases, and legal disbursements. LAO also pays for insurance (errors and omissions, director’s liability and commercial) and clinic staff benefits (medical, dental, RRSP) on behalf of clinics. In addition, LAO provides, without charge to clinics, centralized supports such as the provision of IT equipment and IT support, payment of office moves and renovations and assistance with office leasing.
For a comprehensive list of LAO’s supports and services, please see LAO Services and Supports below.
2.4Memorandum of Understanding / Funding Agreement
The Memorandum of Understanding (MOU) is an on-going agreement, with a standard term of five years, between Legal Aid Ontario and the Clinic, which defines their respective roles and responsibilities, and establishes a relationship, within the context of the Legal Aid Services Act, 1998. The Funding Agreement is Appendix "A" to the MOU, and sets out the terms and conditions upon which LAO funding is granted to the clinic, including the process by which the clinic applies for funding annually, and the clinic's right to appeal LAO funding decisions.
While the MOU/Funding Agreement formalizes to a significant extent the responsibilities of a clinic Board of Directors, it does so by providing a framework within which the clinic Board should operate, rather than by providing detailed direction.
Within this framework, the clinic Board has a lot of discretion and judgment to exercise with respect to policies and decisions of importance to the clinic, its clients, and the community it serves. For many of the topics we consider in this Chapter, the MOU/Funding Agreement provisions are an essential starting point for the Board, but Board members will need to go on to develop more detailed and specific principles and provisions, tailored to meet the needs of your own clinic and community.
The Clinic’s Role and Responsibilities
1.Pursuant to the Legal Aid Services Act, 1998, LAO and the Board of Directors of the Clinic have a responsibility to ensure that clinic law services are delivered to low-income individuals and disadvantaged communities in Ontario. The Board of Directors of the Clinic agrees to:
a)ensure that the board is comprised of members of the communities to be served by the clinic and make reasonable efforts to have a board that includes persons representative of the low-income community, persons reflecting the diversity of the community, persons with experience working with community agencies, persons with financial skills, persons with management skills and lawyers;
b)effectively and efficiently manage the services, finances and personnel of the Clinic in a manner consistent with the responsible and cost-effective expenditure of public funds;
c)develop such policies, procedures and guidelines as are necessary for the effective and efficient operation of the Clinic;
d)regularlydetermine the legal needs of the individuals and communities to be served by the clinic, and to provide clinic law services in accordance with those needs, including such advocacy as appropriate to address the community's needs;
e)ensure that the Clinic is flexible and innovative in the provision of clinic law services;
f)develop an annual business plan (for approval by LAO), based on an objective assessment of the community's needs, which sets out measurable goals and the objectives and results the clinic expects to achieve for the year;
g)ensure that the Clinic complies with its approved annual business plan;
h) ensure that clinic staffprovide high quality services consistent with the clinic’s business plan, including referrals, advice, brief services, casework, law reform, public legal education and community development as described in the approved business plan;
i)ensure that clinic staff assess the eligibility of applications for clinic law services according to the financial eligibility requirements prescribed under the Act;
j)provide LAO with an annual report(s) including audited financial statements, a summary of legal services provided for the year, a summary of complaints received by the clinic and any other information relating to the operation of the clinic, as requested by LAO;
k)ensure that clinic staff, board members and volunteers co-operate with LAO's Quality Assurance Program;
l)ensure that the Clinic co-operates on a reasonable basis with the local area office and area director, including maintaining a knowledge of the legal aid services provided by the local area office and working with the local area office towards providing the fullest and most complementary range of legal aid services;
m)ensure that the clinic co-operates on a reasonable basis with LAO, other community legal clinics and other LAO funded service providers;
n)Advise the Clinic Committee of LAO, on its own initiative or at the request of the Clinic Committee, on matters relating to the provision of legal aid services by clinics.
2.A copy of the Memorandum of Understanding shall be provided to all new members of the Board of Directors of Legal Aid Ontario upon that member's appointment to the Board.
3.A copy of the Clinic's Memorandum of Understanding with Legal Aid Ontario shall be provided to all new members of the Board of Directors of the Clinic upon that member's appointment to the Board.
Please see Appendix A for a copy of the clinics’ funding agreement.
2.5Government Regulations
The Legal Aid Services Act,1998 (LASA), has as its main purpose the promotion of access to justice throughout Ontario for low-income individuals.
The Act established Legal Aid Ontario as a corporation independent from, but accountable to, the Government of Ontario. The Act sets out the terms and conditions of the government’s funding of LAO, including its governance structure, purpose, objectives and its relationship to community legal clinics.
The purpose of the Legal Aid Ontario Corporation is set out in Part II, s.4 and is summarized, as follows:
- to establish and administer a cost-effective and efficient system for providing high quality legal aid services to low-income individuals in Ontario;
- to establish policies and priorities for providing legal aid services based on its financial resources;
- to co-ordinate the various ways of delivering legal aid services in the province;
- to monitor and supervise legal aid services provided by clinics, individuals and other organizations funded by LAO;
- to co-ordinate services with other branches of the justice system and with community services;
- To advise the Attorney General on all aspects of legal aid services in Ontario.
Community legal clinics are not the only means by which the Legal Aid Services Act allows for the delivery of legal services to low-income individuals through LAO. Others include:
- the authorization of lawyers, by means of certificates, to provide legal aid services to individuals or a group of individuals;
- entering into agreements with lawyers, groups of lawyers or law firms under which the lawyer, group or law firm provides legal aid services;
- the authorization of service-providers, by means of certificates, to provide legal aid services other than legal services to individuals or a group of individuals;
- the establishment and operation of legal aid services staff offices;
- the funding of student legal aid services societies;
- the funding of Aboriginal legal services corporations to provide legal aid services to Aboriginal individuals and communities;
- providing duty counsel services;
- public legal education;
- assistance to individuals representing themselves, including providing them with summary advice, assistance in preparing documents, information packages or self-help kits;
2.6Legal Aid Services Act