Board Framework and Development
Governance Policies and Procedures
Policy Number: G 4.9 | Policy Type: Corporate and Organizational | Approval Date: May 2025
Purpose
The Board Policy Manual was designed to be a comprehensive and integrated collection of all the Board Policies, and to align procedures within the organization to the Board Policies. It has also been designed to facilitate the future development of Policies and Procedures as they emerge over time. This document is a governance and management tool designed to direct and guide decision-making across the Association.
Once the Board Policies are developed, management will develop and align all procedures to the appropriate Board Policy in this document. On an applied basis, decisions made by the Board and staff, the measurement of outcomes and all key accountabilities need to be developed and assessed based on approved Board Policies.
Procedures
Definitions and Structure
The following definition as to a Board Policy has been developed to facilitate an understanding of the role and application within the overall policies and procedures framework for the Association.
A Board Policy is a statement that provides the Board of Directors with direction for a defined issue or topic. A policy may provide direction to Management. The following should be included in a policy:
- The purpose and scope of the policy’s application and intent.
- The goals, objectives and intended outcomes of the Board Policy.
- Adequate definition of key terms so that simple language prevails and the broadest possible understanding by readers and users exists.
- An on-going review process occurs in order to sustain relevancy, intent, usefulness and appropriateness.
- The date of approval, revision, review or rescinding of any Board policy.
A central tenet, within a policy-oriented governance model, is that all board policies are approved by the Board of Directors. Through this approval process, the Board indicates its intent, expectations and desired outcomes on the particular topic or theme being addressed by the Board Policy. An approved Board motion indicates an approved Board Policy.
Procedures articulate the steps, timelines, reporting requirements, forms completion requirements, and other actions needed to achieve the intent or direction of the Board Policy.
Procedures are developed by management under the authority of the Executive Director. The Board should always refrain from becoming involved with procedures and policy implementation in the role of the Executive Director to ensure clear accountabilities and the most effective management approach.
Board Policy Categories
Board Policies Framework
There are two general categories of Board Policies:
Governance Policies: The Board of Directors’ Governance Policies directs the Board’s own activities and accountabilities, e.g., how it will govern the Ontario Library Association and operate as a Board.
- Governance Policies are primarily focused on the Board of Directors’ decision-making and represent those policies by which it will oversee and govern the organization. Some of these policies could interconnect with the organization’s bylaw and constitution. There will need to be alignment between all of these documents. Management will have a limited role in regard to this policy category, primarily acting in a supportive capacity to the Board.
Board Policies: Policies that direct the Executive Director as to Board expectations, delegation of authority, priorities and outcomes on specific issues, topics or themes, e.g. Human Resources or Financial Policies
Policy Manual Structure
Numbering System – Board Policies
A numbering system is applied to OLA Board policies. In this way, new Board Policies can be added from time to time.
1.0 – defines one of the Board Policy categories. It is also at this level that most of the Board’s Policy components will reside.
1.1 – defines a subcategory within a broader Board Policy category (e.g., Human Resources or Finance).
1.1.1 – used for specific items/points within an individual Board Policy.
(i) – small Roman numerals are used when a specific item/point within a Board Policy has a further subdivision.
Alignment
Alignment across the spectrum of board policies with procedures is a key requirement for this organizational tool to be effective and consistent. The key alignment considerations are as follows:
- Board Policies and Management Procedures, are to be aligned with all relevant statutory, regulatory and licensing requirements.
- The Governance Policies are to be aligned with the organization’s by-laws and constitution.
- All Procedures will be aligned with at least one Board Policy, as well as all relevant statutory, regulatory or other requirements as appropriate.
- The overall framework is to be aligned with the requirements of OLA’s Board approved Strategic Plan.
Policy Revision and Update
Each policy will include a review date to ensure that policies are kept up to date in terms of providing support to the achievement of the vision, mission, goals and objectives of OLA, as well as the governance of the organization and compliance with legislation and external standards. The Board of Directors will establish a policy review schedule for all policies. Between regularly scheduled policy reviews, updates may be performed as deemed necessary to ensure that policies align with OLA’s organizational mission, vision and values.
Format/Template
Appendix 1 contains the template for
- Board Policies; and
- Procedures
Wherever reasonably possible, this template should be used as the basis for the development and recording of Board Policies and Procedures to ensure a consistent approach and presentation to content formulation, integration, interpretation, application training, communication, and current equity and inclusion standards.
Revised: March 2025
Date for Review: 2028; Every 3 Years
