ARCH DIRECTORS GUIDE

MAY 9, 2009

INTRODUCTION:

ARCH is a relatively new organization, the membership is growing and new goals are being established. In this environment, if the organization is to expand in influence, it is increasingly important for all board members to be aware of their responsibilities and accountabilities.

There are a number of types of board, ranging from a public company board where financial and legal responsibilities demand the highest standards of performance and accountability. At the other end of the spectrum are advisory boards which have no legal liability, operate in a variety of modes but primarily in a consultative role.

ARCH is a Not- for- Profit Organization (NPO) with a volunteer board. While requirements are not as stringent as that of a public company board, recently publicized cases of abuses by officers and directors of NPO’s in Canada will likely result in closer scrutiny of Director actions.

The duties of directors for an NPO can be found in the Society Act, R.S.B.C. 1996, and c.433. While ARCH has liability insurance for the volunteer board as members you should clearly understand your legal rights and duties. In addition, all board members should be thinking about the long-term goals of expanding national membership and the establishment of federal regulatory standards. Both will require much tighter definitions of roles and responsibilities as well as increased scrutiny of performance by members and regulators.

There is no question that Directors play a vital role in ensuring the success of their organizations. You are asked to provide leadership and guidance to the organizations as well as fulfilling the obligations you have as soon as you formally assume the title of Director. The responsibilities of Directors can be substantial and can be divided into two categories: (a) Contribution to Board Effectiveness and (b) Legal and Regulatory responsibilities. While ARCH and its members do not presently have a regulator, educational and other standards is a form of self-regulation. Requests to keep this guide simple were made but understand that there are a number of details under both (a.) and (b.) You would be well-advised to understand these details.

BOARD STRUCTURE

The Board will consist of a President, Vice-President, Treasurer and Membership Director. These four positions constitute the Executive Committee., which shall transact business of a nature not requiring the attention and consideration of the Board of Directors and shall have such other powers as the Board may determine. Up to seven Directors-at-Large complete the Board. All members of the Board must be members in good standing of ARCH. While the Executive Committee has some unique responsibilities all Directors have core responsibilities.

It is the responsibility of each Director to:

• Participate actively in the business of the board and to make a positive contribution to providing visionary leadership and direction to the organization.
• Act honestly, in good faith and in the best interests of those who the organization is there to serve.
• Ensure compliance with relevant formal and informal regulations and guidelines.
• Follow the guidelines or rules established by the Board regarding how it will govern itself.
• Not represent the interests of special interest groups over the interests of the organization.
• Come to the meetings prepared.
• Not speak on behalf of the Board unless authorized to do so.
• Make a concerted effort to attend Board meetings, follow up within a week if you can’t.
• Be familiar with legal risks and liabilities and how to minimize risk in performing your duties.

BOARD JOB DESCRIPTIONS:

President’s key role is to provide leadership to the Board of Directors and to guide and manage its business to ensure desired outcomes are achieved and its policies are carried out.

Specifically:

• Take an active role in guiding the development of the Board’s agenda for the year and for each Board meeting and manage and direct the work of the Board throughout the year.-
• Be responsible for managing the planned agenda for each Board meeting.
• Chair all Board, AGM, Executive Committee and special membership meetings.
• If applicable, guide and oversee the work of board committees and task forces.
• Encourage and find ways to involve all Board members.
• Implement effective processes for discussion and decision making at Board meetings.
• Represent the Board as appropriate and required and be the spokesperson for the organization on policy matters.
• Ensure Board members fulfill their roles and responsibilities as Directors and conduct themselves in Board meetings according to agreed to guidelines.
• Be a signing officer.
• Ensure the organization has a current strategic plan.
• Take an active role in orienting new Board members.
• Ensure succession plans are in place.

The Vice-President in the absence of the President shall fulfill the duties of that office. Specific job activities:

• Be an effective member of the Board’s Executive Team.
• Assist the President where and when appropriate to guide and direct the work of committees and task forces.
• Assist the President in ensuring meetings are run effectively and productively.
• A willingness to consider serving as the President.
• Be a signing officer.

The Treasurer ensures that proper financial controls exist and are followed with respect to the financial dealings of the organization. Specific job activities:

• Be an effective member of the Board’s Executive Team
• In conjunction with the President, prepare a budget for Board approval.
• Guide the Board to ensure budget requirements are met.
• In conjunction with the Executive Committee ensure that organization conducts its affairs within the established budgetary framework.
• Prepare financial statements quarterly for the Board as well as for the AGM.
• Be a signing officer.

The Director of Membership is responsible for both generating new members as well as ensuring that value is delivered for membership retention. Specific job activities:

Directors-at-Large are a support group for the Executive Committee. Responsibilities are covered in core responsibilities which can be added to in consultation and agreement between the Executive Committee and the Directors-at-Large.

Committees and Task Forces

To support the achievement of ARCH’S goals and objectives the Board may from time-to-time establish committees and/or task forces and their respective terms of reference. At least one Board member must be on each committee/task force. Two committees with terms of reference are presently in place and are expected to continue providing Board support.

The ARCH Journal Committee shall encourage members to submit articles for publication in the ARCH Journal (The Subconscious Connection) and seek written permission to print articles from other sources. Committee specifics:

• Contact the other committees and Directors to solicit articles for the journal, six weeks prior to publication of the next journal.
• Publish the journal, directed to the members, three to four times a year: winter, spring, (summer, if possible) and fall.
• Have on hand an up-to-date contact list from which they shall distribute one journal to each member of the Association.

The Standards and Ethics Committee consists of the President who shall be the Chair Person, Vice-President, Director of Membership and two others who may be Directors and/or general members who hold a Counselling- Hypnotherapist’s level registration. Committee specifics:

• The Committee shall, from time to time, meet to establish and monitor high standards of ethics, and morals within the Association and to the community which it serves.
• The Committee shall investigate, hold hearings, and make decisions, upon the receipt of a complaint involving a member of the Association in accordance with the Procedure of Complaint. If this Committee decides that a member should be struck from the register of this Association because they are in breach of the Standards and Ethics, that member may appeal to the General Membership.

This guideline was approved by the ARCH Board of Directors and ratified at the ARCH General meeting on May 9th, 2009.The guideline is not legal or personal advice. If you have any questions and/or concerns regarding your personal circumstances, consult an appropriate professional. This guideline will be reviewed at least annually or earlier if conditions warrant.