DRAFT BOARD POLICIES
For a Columbia Valley Tourism Society
As developed by the
Branding and Marketing Steering Committee
November 23, 2015
Table of Contents
1. Purpose of Policies and Policy Procedure
2. Outcome Policies
3. Board and Executive Director Relationship
4. Executive Limitations
5. Governance Process Policies
1. Purpose of Policies and Policy Procedure
This policy and procedures manual is designed to assist staff and Directors in the governance of the organization in operations, administration, human resources and financial management for the Columbia Valley Tourism.
1.1 Conflicts with this manual
Any part of this Policy Manual found to be contrary to a law, regulation or bylaw enacted by a duly elected or empowered body in any applicable jurisdiction should be deemed inoperable. The Executive Director is responsible for bringing any perceived conflicts to the attention of the Board immediately.
1.2 Distribution of Manuals
All Directors and staff shall receive a copy of the Policies and Procedures document and any amendments or additions as they occur.
Manuals are provided to each new director at the beginning of each operational year at the orientation workshop. Manuals are presented to staff at the time of hire. Additions or changes to the manual are provided to Directors and staff as they become available.
1.3 Policy Development
Policies may be initiated by referral from:
a)The Board of Directors or its Committees;
b)The Executive Director in response to developments in the community;
c)Any issue, once examined, can be developed into a policy. The development requires research and consultation. Once a policy has been developed it must be approved by the Board of Directors;
d)The effectiveness of policies of the association is measured by the Board of Directors and Executive Director on a regular basis.
1.4 Definitions
“The Board” means the Board of Directors of the Columbia ValleyTourism Organization.
“Columbia Valley” refers to the region defined by Regional District of East Kootenay Areas F&G, plus the municipalities of Invermere, Radium Hot Springs and Canal Flats.
“Conflict of Interest” refers to any situation where
(a) personal interests, or
(b) those of a close friend, family member, business associate, corporation or partnership in which a director/employee holds a significant interest, or a person to whom a director/employee owes an obligation could influence a decision and impair that director’s/employee’s ability to:
(i) act in the Columbia Valley Tourism’s best interests, or
(ii) represent Columbia Valley Tourism fairly, impartially and without bias.
It is important to note the perception of a conflict of interest is just as serious as an actual conflict of interest. It is not necessary that influence actually take place.
“Ends” refers to Carver Model theory in relation to Board Governance whereby the Board of Directors is focused on Organizational Purpose rather than day to day operations. See preamble in Section 2-Outcome Policies.
“Executive Director” refers to the most senior employee of the Columbia ValleyTourism Organization, and the sole direct report to the Board.
“Means ” refers to Carver Model theory in relation to Board Governance whereby the Board of Directors uses the Executive Director function to hold one person exclusively accountable for day to day operations that they delegate. See preamble in Section 2-Outcome Policies.
“Director” or Directors means a Director of the Columbia ValleyTourism Organization.
“The Society” means the Columbia ValleyTourism Organization.
“Member” means Member of the Columbia ValleyTourism Organization as outlined in Section 2.2.
2. Outcome Policies
Definition - These policies demonstrate the Board’s most important job - to devise a mission statement, which clearly sets out the desired results - the Ends - of what the organization’s actions are to be (what human needs are to be met, for whom, and at what cost). The Board leaves it up to the Executive Director to devise “the Means” by which to achieve the “Outcomes” but the Board, as a whole, evaluates the Executive Director’s performance based on how well the results of the organization’s actions match the Board’s desired results (as set out by the Board in its strategic plan).
2.1 Who Are the Owners of Columbia ValleyTourism Organization?
- Active Members
2.2 Who Are the Active Members?
- These eligible parties can become Active Members by attaining Active membership as described in the Constitution and Bylaws.
2.3 Mission
To collectively promote the region dynamically, effectively and efficiently as a place to live, work and play – maximizing social, economic and environmental benefit to all Stakeholders Members and the community at large.
2.4Core Purposes
a)Build an aligned strategy that drives business growth, increases visitation and grows the tourism sector of the region;
b)Create a sustainable social, economic and environmental platform using the resources and assets available to us here;
c)Support and enhance product development within all sectors and improve overall visitor experience;
d)Align with and support strategy and vision of federal, provincial and municipal tourism partners;
e)Reduce overhead from duplication and be efficient and effective in spending of funds received;
f)Communicate with one voice through consistent brand messaging and strong advocacy.
2.5 Guiding Principles
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Industry led / Government supported
We are led by members of the Columbia Valley’s tourism industry who solicit government support for tourism as an economic engine for our region.
Customer focused
We place customer needs first in the belief that what is best forthe customer will ultimately be best for our Stakeholders Members.
Fair and transparent
We have fair processes that are open to scrutiny andwe explain the rationale for our decisions to interested Stakeholders Members.
Community-Aligned
We respect the community’s social, economic andenvironmental values.
Inclusive
We welcome input and work together with members,Stakeholders Members, and other organizations.
Innovative
We consistently create solutions that are ahead of themarketplace and the competition.
Accountable
We are fiscally responsible, measure results, adjust tochanging market conditions, and account to Stakeholders Members.
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2.6 Organizational Goals
The organizational goals shall be set by the Board of Directors at the annual strategic planning session to provide direction and guidance to the Board and staff of Columbia ValleyTourism Organization. Any direction given/taken by the organization (including Board directives/policies and strategy or marketing plans developed by administration) must fall within the parameters of such organizational goals.
a)The Board may set some objectives for each goal but the Executive Director is given full authority/responsibility by the Board of Directors to establish appropriate strategies (action steps) annually to address each of the organizational goals;
b)The Executive Director shall present annually to the Board of Directors an overall budget that addresses the organizational goals. The Board shall review this budget and adopt it at a regular or special Board meeting;
c)It is the responsibility of the Board of Directors to monitor the performance of the Executive Director in relation to Board policies, including the Executive Director’s ability to report, monitor and meet the organizational goals set out by the Board.
2.7 Board Objectives/Strategies
The most important and ONLY role of the Board of Directors is that of oversight. This is done by the following objectives:
a)Ensure fiscal responsibility and accountability;
b)Develop the Board to function at its maximum ensuring Directors understand the roles and responsibilities of their position;
c)Develop a strategic communication plan that includes internal, external, and media audiences;
d)Develop and grow relationships focusing on membership, Stakeholders Members, and the community at large;
e)Monitor the performance of the Executive Director and allow professional development opportunities for the Executive Director where possible.
3. Board and Executive Director Relationship
These policies demonstrate how the Board will relate to the Executive Director, the Executive Director’s role, and how it will assess administrative performance via the governance model:
a)The Board envisions that the Executive Director is the link between the Board and staff;
b)The specified duty of the Executive Director is to be accountable to the entire Board by performance of the organization - on how well the Board’s Ends are being met, and its limitations not violated. This maintains accountability while allowing the Executive Director a great deal of latitude to act and empower staff to act.
3.1Executive Director Role
The Executive Director is accountable to the Board of Directors, acting as a body. Only decisions of the Board acting as a body are binding upon the Executive Director.
a)The Executive Director’s role is to manage all aspects of Columbia ValleyTourism Organization in accordance with the written policies of the Board;
b)Implementation of all operational policies is delegated to the Executive Director;
c)As the Board’s single official link to the operations of the organization, the Executive Director’s performance will be considered to be synonymous with organizational performance as one;
d)The Executive Director’s job contributions can be stated as performance in only two areas:
1.The organization of operations within the boundaries of prudence and ethics established by Board policies under “Executive Limitations”;
2.The accomplishments of Columbia ValleyTourism Organization based on the “Ends Policies” of the Board.
3.2 Delegation to Executive Director
All authority and accountability of staff is the responsibility of the Executive Director;
a)The Executive Director assumes the responsibility and authority for managing, supervising and administering the day to day operations of the organization;
b)The Board will direct the Executive Director to achieve specific results through “Ends” policies (mission, goals, operating principles) and limit the latitude the Executive Director may exercise in practices, methods, conduct and other “Means” to the “Ends” through establishment of “Executive Limitations” policies;
c)The Executive Director develops administrative procedures, policies and guidelines to ensure that staff carries out the intent of the Board’s policies and goals. The Executive Director is responsible for providing the necessary monitoring of the Board’s policies and goals;
d)The Executive Director is responsible for assuring good management of the organization, proper conduct and protocol of staff and implementation of high quality programs and services;
e)As long as the Executive Director uses any reasonable interpretation of the Board’s “Ends” and “Executive Limitations” governance policies, the Executive Director is authorized to establish any administrative policies, make all decisions, take all actions, establish all practices and develop all activities on behalf of the organization.
3.3 Monitoring Performance of Executive Director and Organization
The purpose of monitoring is simply to determine the degree to which Board policies are being fulfilled. Types of reports include:
a)Internal Reports:
1.Disclosure of compliance information (financial variances) to the Board.
2.Monitoring of strategic objectives –quarterly reporting against a set of pre-determined Key Performance Indicators (KPIs) that reflect degree of success in achieving strategic objectives.
b)External Reports:
1.Annual audit of the financial statements to be handled by a reliable accounting firm Appointed by the Board of Directors and confirmed by the membership in accordance with the Constitution and Bylaws.
2.The completion of an annual report, including annual Key Performance Indicators, with distribution to the membership in accordance with the Constitution and Bylaws.
Monitoring the Executive Director’s performance is synonymous with monitoring organizational performance against Board policies on “Ends” and on “Executive Limitations” on the “Means”. Any evaluation of Executive Director’s performance shall be conducted by the Board and may be derived only from these monitoring data. The purpose of monitoring is simply to determine the degree to which Board policies are being fulfilled. Information that does not do this will not be considered to be monitoring. Monitoring will be as automatic as possible, using minimal Board time so that meetings can be used to create the future rather than review the past.
The Board of Directors shall ensure that the Executive Director’s performance evaluation is undertaken prior to calendar year end - this evaluation will only consider monitoring data and performance metrics as defined in relation to work performed since the last performance evaluation.
4. Executive Limitations
These policies clearly set out what the Board will not allow. The Board is otherwise silent regarding staff actions. This empowers the staff (through the direction and supervision of the Executive Director) to use their full creative powers while at the same time safeguarding against potential abuses, enabling the Board to concentrate its energies on “Ends” issues. The limits are usually principles of prudence and ethics.
4.1 General Executive Constraint
The Executive Director shall:
a)not cause or allow any practice, decision or organizational circumstance which is either illegal, imprudent or in violation of commonly accepted business and professional ethics;
b)operate within budget guidelines as established by the Board; shall not allow budgeting practices which contain too little information or does not enable accurate projection of revenues and expenses of the organization unless designated to do so by the Board of Directors;
c)not take a stand on community political issues and shall not be seen as taking a personal position on controversial community issues unless speaking on behalf of the Board according to Policies;
d)not provide misinformation to the Board, membership, or Stakeholders Members;
e)not prepare and sign correspondence addressing political issues unless there is a policy in place regarding the issue;
f)not fail to deal with the Board as a whole;
g)not make purchases outside of the Purchasing Policy established by the Board of Directors.
4.2 Treatment of Staff
With respect to treatment of paid and volunteer staff, the Executive Director will:
a)manage the organization with personnel policies and procedures, which clarify personnel rules and guidelines, provide for effective handling of grievances, and protect against wrongful conditions;
b)not allow discrimination against any staff member;
c)not allow unfair treatment of any staff member;
d)not fail to inform staff of changes in services, policies and programs;
e)not change his/her own compensation and benefits;
f)not promise or imply guaranteed employment;
g)not deviate from the amount budgeted for salaries and benefits annually;
h)not create obligations over a longer term than revenues can be safely projected.
4.3 Communications and Counsel to the Board
With respect to providing information and counsel to the Board, the Executive Director may not permit the Board to be uninformed.
Accordingly, the Executive Director may not:
a)let the Board be unaware of relevant trends, anticipated adverse media coverage, actual or anticipated legal actions, material external and internal changes, and changes in the assumptions upon which any Board policy has previously been established;
b)fail to advise the Board if, in the opinion of the Executive Director, the Board is lacking in a policy or is not in compliance with its own policies on governance, process and Board-Staff relations;
c)fail to provide a monitoring report every meeting related to Board;
d)fail to provide agenda packages to the Board at least six days prior to any regularly scheduled meeting;
e)deviate from policies and goals.
4.4 Budgeting and Forecasting
Budgeting for any fiscal year or the remainder of any fiscal year shall not deviate from the Board “Ends” priorities, or risk fiscal jeopardy. The Executive Director shall ensure that an annual operating budget for the Columbia ValleyTourism Organization is prepared and presented to the Board of Directors for approval in accordance with the Constitution and Bylaws.
Accordingly, the Executive Director may not cause or provide a budget that:
a)is incomplete two months before the end of the previous year;
b)contains inadequate information for accurate projections of revenues and expenses, cash flow and disclosure of planning assumptions;
c)plans for expenditure in any fiscal year that will require more funds than are conservatively projected to be received in that period;
d)does not provide disclosure of the aggregate sum for staff salaries and benefits.
4.5 Financial Condition of Organization
With respect to actual, ongoing condition of the organization’s financial status, the Executive Director may not cause or allow deviation of actual expenditures from Board policies established in the “Ends” based policies.
Accordingly, the Executive Director may not:
a)expend more funds than have been received in any fiscal year;
b)use any long term reserves without authority of the Board;
c)allow any tax payments or other government ordered payments or filings to be overdue or inaccurately filed;
d)allow assets to be unprotected, inadequately maintained or unnecessarily risked (e.g. Insurance coverage);
e)cause fiscal integrity or public image of the Board with respect to employment, compensation and benefits to employees, consultants, contract workers and volunteers;
f)invest discretionary funds in any vehicle other than term deposits or Guaranteed Investment Certificates unless otherwise authorized to do so by the Board of Directors;
g)reallocate budgeted funds between categories without the written approval of the Board of Directors.
5. Governance Process Policies
The following policies outline how the Board will conduct itself, how meetings are convened, the roles of officers and committees, the Code of Ethics for Board Members, and the Board’s self-discipline.
5.1 Board Role and Responsibilities
The Board is responsible for leading and guiding the organization toward achieving the vision and organizational outcomes that fulfill the Mission of the organization.
The Board’s primary Governance responsibilities are to:
a)Give oversight to the organization on behalf of the Stakeholders Members;
b)create and maintain core values;
c)maintain Mission and Vision;
d)provide strategic planning and corporate direction;
e)assume final authority and accountability for all operations;
f)develop, monitor and review policies which lead and guide the organization;