Policy - Committees of the Board  By-Law Home

1. Purpose

The purpose of this policy is to establish guidelines for the formation, operation, and responsibilities of committees of the Board of Directors (the “Board”) of Scots of Canada (the “Corporation”) in accordance with the Canada Not-for-profit Corporations Act (NFP Act), the Corporation’s bylaws, and the Canada Revenue Agency (CRA) requirements for registered charities.

2. Authority

The Board may establish committees to assist in fulfilling its governance and oversight responsibilities. Committees are accountable to the Board and operate under the authority delegated by the Board.

3. Types of Committees

Committees may be either:

• Standing Committees: Established on an ongoing basis to address specific areas of governance (e.g., Finance, Governance, Human Resources).
• Ad Hoc Committees: Established for a specific purpose or project and dissolved once the task is completed (e.g., Strategic Planning Committee, Special Event Committee).

4. Formation of Committees

1. Creation: Committees are created by a resolution of the Board, which outlines the committee’s mandate, composition, and reporting requirements.
2. Mandate: Each committee shall have a written terms of reference approved by the Board, including its purpose, scope, responsibilities, and authority.
3. Composition: Committees shall be composed of at least one director. Non-directors (e.g., volunteers, subject matter experts) may be appointed as members but cannot constitute a majority of the committee unless otherwise permitted by the NFP Act or the Corporation’s bylaws.
4. Chair: Each committee shall have a Chair, appointed by the Board or elected by the committee members.

5. Responsibilities of Committees

1. Governance: Committees shall operate within the scope of their mandate and report regularly to the Board.
2. Decision-Making: Committees may make recommendations to the Board but shall not have the authority to make decisions binding on the Corporation unless explicitly delegated by the Board.
3. Compliance: Committees shall ensure their activities comply with the NFP Act, the Corporation’s bylaws, and CRA requirements for registered charities.

6. Meetings and Procedures

1. Frequency: Committees shall meet as often as necessary to fulfill their mandate.
2. Quorum: A majority of committee members shall constitute a quorum.
3. Minutes: Minutes of committee meetings shall be recorded and submitted to the Board.
4. Attendance: Non-members (e.g., staff, consultants) may attend meetings at the invitation of the committee but shall not vote.

7. Reporting

1. Regular Reports: Committees shall provide regular updates to the Board, including recommendations, challenges, and outcomes.
2. Annual Report: Each committee shall submit an annual report summarizing its activities and achievements.

8. Review and Dissolution

1. Review: The Board shall review the mandate and performance of each committee annually.
2. Dissolution: Committees may be dissolved by a resolution of the Board once their mandate is fulfilled or if they are no longer required.

9. Conflicts of Interest

Committee members shall disclose any conflicts of interest in accordance with the Corporation’s Conflict of Interest Policy and refrain from participating in discussions or decisions where a conflict exists.

10. Amendments

This policy may be amended by a resolution of the Board, provided that the amendment complies with the NFP Act, the Corporation’s bylaws, and CRA requirements.

11. Compliance with CRA Requirements

All committee activities shall align with the Corporation’s charitable purposes and comply with CRA regulations, including:

• Ensuring that the Corporation’s resources are used exclusively for charitable activities.
• Avoiding any activities that could result in a breach of the CRA’s rules on political activities or private benefit.

12. References

• Canada Not-for-profit Corporations Act (NFP Act)
• Scots of Canada Bylaws
• Scots of Canada Policies
• Scots of Canada Procedures
• Canada Revenue Agency (CRA) Guidance for Registered Charities

This policy should be reviewed periodically to ensure compliance with evolving legal and regulatory requirements.