OLA Board Member
Governance Policies and Procedures
Policy Number: G 3.3 | Policy Type: Board Officer’s Roles and Accountability | Approval Date: Sept 2015
Authority
Subject to the By-Laws and Articles of the Association, the Board of Directors is the legal authority and governing body of the Ontario Library Association.
Composition
Subject to By-Laws and Articles of the Association, in addition to the President, Vice President, Secretary and Treasurer of OLA, the Board is comprised of the Past Presidents of each of the Association’s Sectors. There are also three (3) At-Large positions which will be held for specific lines of focus. These three strategic priority areas shall be approved by the Board as part of the Strategic Planning process and will last for the duration of that Strategic Plan. The individuals elected for these special positions hold a term of three (3) years. The Executive Director of the Association is an officer of the Board of Directors, appointed as the Board Secretary which is ex-officio and non-voting.
Quorum
The quorum of the meetings of the Board of Directors shall be determined in accordance with By-Law 1, Article 15. If quorum is not achieved, no business may be transacted by the Board of Directors.
Accountability
As a member of the Board, each Director acts in a position of trust for the Membership and is responsible for the effective governance of the organization. Board members are accountable for the OLA’s performance in relation to its mission and strategic goals, and for the effective stewardship of financial and human resources.
Responsibilities
As a member of the Board, each Director acts in a position of trust for the Membership and is responsible for the effective governance of the organization. Board members are accountable for the OLA’s performance in relation to its mission and strategic goals, and for the effective stewardship of financial and human resources.
Fiduciary Duty
Each Director is responsible for acting in good faith and in the best interests of the Association and supporting the Association in fulfilling its mission.
Representation
Directors have been elected to represent a specific constituency of the OLA, providing voice from Sectors of the members and their Councils. When at the Board table, these voices are important to share so all understand the needs and expectations of these sectors. Additionally, it is the responsibility of the Director to vote and make final decisions which will ultimately be in the best interest of the Association as a whole. Of note: There will be times when these two matters may not align, and the Director shall remember that they sit at the Board table as a member of the OLA Board of Directors.
By-laws and Policies
A Director shall comply with the Association by-laws and policies that are applicable to the board. In addition, a Director will help establish, review and monitor policies that direct the operations of the Association.
Time and Commitment
A Director shall commit the time required to prepare for, and participate in, board meetings. This includes articulating different points of view, active listening, respecting the view of others and supporting Board decisions once made.
Contribution to Governance
Directors are expected to make a contribution to the governance role of the Board through:
- Supporting and participating in the hiring, performance measurement and performance evaluation of the Executive Director.
- Establishing and reviewing the Association’s mission, vision and monitoring of the progress towards the goals of the Strategic Plan.
- Stewarding the long-term vitality and health of the Association.
- Participating in the approval of the annual budget and monitoring of the association’s financial performance.
- Completing the annual Board self-evaluation.
Terms of Office
- The Vice President and President of OLA serve one-year in each of these positions. (See G3.5 and G3.1 respectively).
- The Treasurer of OLA serves a two-year term. (See G3.10)
- The At-Large positions serve a three-year term with a focus on identified Board priorities. (See G3.7)
- All others, as commensurate with their term of office on their Council as Past President, serve a one-year term of office on the OLA Board.
Meetings
Regular meetings will be held in accordance with by-law virtually and/or in person as decided by the Board of Directors, and approved budget. Additional meetings may be scheduled as required. The schedule will be created in consultation with the board members ahead of the first board meeting of the year.
Fiduciary Responsibilities of OLA Board Members
One of the main responsibilities of a Board Member is to maintain financial accountability of the Ontario Library Association. Board Members act as trustees of the Association’s assets and must exercise due diligence to oversee that the Association is well-managed and that its financial situation remains sound.
Here is an outline of how Board Members may fulfil their role as fiduciaries.
What does ‘Fiduciary’ Mean? Fiduciary duty requires Board Members to stay objective, unselfish, responsible, honest, trustworthy, and efficient. Board Members, as stewards of public trust, must always act for the good of the Association, rather than for the benefit of themselves. They need to exercise reasonable care in all decision making, without placing the Association under unnecessary risk.
Understanding of Financial Basics: It is understood that not every Board Member can be a financial wizard. However, every Board Member needs to be a financial inquisitor. It is essential to understand basic terminology, be able to read financial statements and judge their soundness and have the capacity to recognize warning signs that might indicate a change in the overall health of the Association. If a Board Member does not understand something, he or she must be willing to find out the answer.
Specific Questions Board Members Should Ask:
- Is our financial plan consistent with our strategic plan?
- Is our cash flow projected to be adequate?
- Do we have sufficient reserves?
- Are any specific expense areas rising faster than their sources of income?
- Are we regularly comparing our financial activity with what we have budgeted?
- Are our expenses appropriate?
- Do we have the appropriate checks and balances to prevent errors, fraud, and abuse
- Are we meeting guidelines and requirements set by our Membership and/or funders?
Setting up and Monitoring Key Financial Indicators
Having the proper tools to monitor and evaluate financial performance strengthens the Board’s capacity to judge the health of the Association. Board Members need to agree on general guidelines and standards to measure the effectiveness of organizational accomplishments.
Appropriate policies must be in place to guide management and Board decision-making.
Approving the Budget
The annual budget creates the framework for program management and overall administrative decisions.
The annual budget approval process helps curb any tendency for the Board to micromanage.
Securing necessary funding is part of a viable budget. Examining financial statements regularly, comparing actual figures to the projected ones, allows the Board to verify that the general guidelines stay on track. The Board should question any major variances.
Overseeing the Association’s Legal Obligations
The Board of Directors is responsible for ensuring that any and all legislated requirements regarding financial reporting mechanisms are followed and that reports are completed and submitted on time.
Reference
Revised: March 2025
Date for Review: 2028; Every 3 Years
