Role of the Board of Directors
Board Responsibilities and Obligations
- Promotion of the Chamber: Directors will actively seek to uphold the vision and mission of the Chamber and to promote the Chamber to the business community, members, and the region whenever opportunities arise.
- Presence: It is imperative for a director to be present for the board and at meetings. Meetings are scheduled according to a pre-determined calendar, and there may be extraordinary meetings scheduled at the discretion of the Board President.
- Review of Board materials: It is expected that directors will have reviewed the requisite materials and that they attend prepared to provide input, as appropriate, to the decisions and ongoing success of the Chamber. If a board member has questions regarding materials circulated prior to the meeting, it is the responsibility of the board member to seek clarification.
- Attendance at Chamber functions: One reason a member joins the Chamber is the networking opportunities that exist with the various events the Chamber organizes. Attendance by the board at these events shows support for the Chamber and gives the membership an opportunity to engage with their elected representatives.
- Organization of Committees: Directors frequently have a committee responsibility to assist the Chamber in meeting the board`s strategic objectives. A chairperson of the committee is expected to meet committee objectives by working with the Executive Director and board.
- Membership recruitment: The Chamber has staff to help build membership support in the community. However, directors are one of the best sources of leads to grow and promote membership on a continuing basis. Information about the Chamber and membership application information is provided to all directors to ensure support in this crucial area.
- Knowledge of current events: Directors are an important force in the growth of the community and local economy. Keeping up to date with current affairs, especially as they relate to the community and the business interests of the Chamber’s members, is one of the most important responsibilities of a director.
- Business Ambassadors: Directors are regularly asked to attend member openings, ribbon cutting ceremonies, to participate in community events and spread goodwill in the name of the Chamber. The participation of all directors in these functions to share the time commitments is essential.
- Keeping in touch with the membership: Directors are required to keep in touch with the membership through contact at functions and speaking engagements, where appropriate. This contact allows members to provide helpful criticism and direction with respect to the workings of the Chamber, as well as providing multiple points of contact with the Chamber. While the board speaks with one voice, and individual directors do not speak publicly on behalf of the Chamber, this is an important opportunity for directors to be able to gather information to be brought to the attention of the Board or Executive Director, as appropriate.
- Financial Management: One of the key responsibilities of the board and all the directors is reviewing and overseeing the financial operation of the Chamber for the benefit of the membership. While authority may be delegated to the Treasurer or a Finance Committee, responsibility for financial review will be the responsibility of the board, including the review and approval of annual operating budgets as well as the approval of the annual financial statements.
Characteristics of a Board Member
The Upper Ottawa Valley Chamber of Commerce has a skills-based board. Together, the directors’ combined experience, education and talents provide the oversight of a responsible and effective board that the members of the chamber can count on to steward our efforts for a thriving business community. In the recruitment process, we strive to have representation on the board that, together, complete this Knowledge, Skills, and Experience Matrix:
Business Owner / Entrepreneur
Financial Expertise or Literacy
Knowledge of and relationship to Chamber catchment area and membership
Social Media, Print and Digital marketing and advertising
Public Relations, Public Affairs
Commitment to the Mission, Vision, and Values of the Upper Ottawa Valley Chamber of Commerce
Honesty and Integrity
Ability to think strategically
Ability to work as part of a team
Willingness to devote time and effort as required
An understanding of the Director’s role, fiduciary duty, and the role of the Board of Directors
An absence of existing conflict of interest
An ability to recognize and manage potential conflicts of interest
Upper Ottawa Valley Chamber of Commerce
DIRECTOR CODE OF CONDUCT
- Directors must always consider the interests of the Upper Ottawa Valley Chamber of Commerce, understanding that any communications, including through social media and conversation, are perceived reflections on the Chamber.
- Directors will maintain the confidentiality of the details and the dynamics of all board discussion and communication.
- The board speaks with one voice. Once a board decision has been made, the directors will not in any way undermine board solidarity in public.
- Directors recognize that only the President of the Board and the Executive Director, or their designate, will be the spokespersons for the Upper Ottawa Valley Chamber of Commerce.
- Directors are expected to attend scheduled meetings of the board and assigned committees. Directors are prepared to commit sufficient time and energy to attend to the business of the Chamber of Commerce.
- Directors will avoid, in fact and perception, conflicts of interest; and disclose to the Board, in an immediate manner, any possible conflicts.
- Directors’ contributions to discussions and decision-making will be positive and constructive. Directors’ interactions in meetings and communications will be courteous, respectful, and free of animosity.
- Directors commit to follow the bylaws of the Upper Ottawa Valley Chamber of Commerce. Directors are expected to develop an understanding of the scope, mandate, bylaws, constitution and policies of the Upper Ottawa Valley Chamber of Commerce, the needs of the members it serves, and the Board’s policy governance approach.
- Directors will not attempt to exercise individual authority or undue influence over the Upper Ottawa Valley Chamber of Commerce or use this influence for any purpose than furthering the Upper Ottawa Valley Chamber of Commerce causes.
- The Executive Director is responsible to the entire board. Consequently, no single director or committee has authority over the Executive Director. Directors have no authority over other staff of the Chamber and, as an entire board, direct any operational inquires to the Executive Director.