Policies for Conduct of Business and Meeting Procedure. Regina Public Library Board

Transcription

1 Policies for Conduct of Business and Meeting Procedure Regina Public Library Board The Board AUTHORITY OF THE REGINA PUBLIC LIBRARY BOARD 2 BOARD MEMBER CODE OF CONDUCT 2 ROLE OF THE BOARD CHAIR 3 COMMITTEES AND GUIDELINES 3 BOARD APPROACH TO GOVERNANCE 5 DELEGATION OF AUTHORITY AND RESPONSIBILITY 6 Board Meetings 7 Presenting to the Board 8

2 THE BOARD AUTHORITY OF THE REGINA PUBLIC LIBRARY BOARD 1 The authority of the Regina Public Library Board ( the Board) is established under the provisions of The Public Libraries Act, The Board is responsible for the general management, control, and operation of library services within the municipality of Regina. The Board is composed of the Mayor of Regina, and six (6) or eight (8) additional members, one of which may be a City Councillor, selected and appointed by the City Council. The Chief Librarian is ex-officio Secretary to the Board and its Committees and is employed by the Board as the Library Director and Chief Executive Officer. The Board is an employer separate from the City of Regina and determines the purpose of Regina Public Library ( the RPL ) and secures adequate funding to carry out selected goals and objectives. These Board Governing and Delegation Policies are established by the Board to define the framework within which the Board operates and the delegation of authority for the administration of library services. BOARD MEMBER CODE OF CONDUCT 2 The Board commits itself and its members to ethical and businesslike conduct. Accordingly: 1. The role of each Board member is to contribute to the Board s work as the Board carries out its mandate in order to achieve the RPL S mission and goals. 2. Board members will strive to ensure that all personal interactions and relationships are characterized by courtesy and mutual respect. 3. Board members will perform their duties in good faith, prepare for meetings and serve with diligence in the best interests of the Regina community. 4. The Board will work co-operatively and collaboratively with the City, senior management at the City, and the provincial government. 5. Board members will avoid conflict of interest situations where a Board member might be perceived to profit from their relationship with the RPL, or favour the interests of others over the interests of the RPL, or bring their interests into conflict with the interests of the RPL. 5.1 Prior to each Board meeting, members shall fully disclose to the Board any potential conflict of interests or relationship arising from topics on the agenda. 1 Regina Public Library Board Policy Governance and Delegation of Authority Foundation and Direction, p. 1 2 Regina Public Library Board Policy Governance and Delegation of Authority Policy 3, p. 7 2

3 5.2 The Board has the right to excuse a Board member with a conflict of interest from engaging in discussion, or voting on that topic. 5.3 The member with the conflict of interests will leave the meeting or the part of the meeting during which the specific matter is under discussion. 5.4 Every disclosure of conflict of interests and the nature thereof shall be recorded in the minutes of the meeting 6. Board members will report to the Board, meetings with vendors seeking to do business with the RPL or any significant material favours or gifts (valued at more than $100) received from vendors that provide goods or services to the RPL. 7. Board members will respect the confidentiality appropriate to issues of a sensitive nature. 8. Board members will not attempt to exercise individual authority over the Library. ROLE OF THE BOARD CHAIR 3 The Chair shall assure the integrity of the Board s process, represent the Board to outside parties, and speak for the Board. Accordingly the Chair shall: 1. Be elected at the Annual General Meeting of the Board each year. All members of the Board shall be eligible for election to this office. 2. Work with the Library Director & CEO to prepare the agenda for Board meetings, with input from Board members. 3. Preside over all regular and special meetings of the Board and shall have the duties and authority usually associated with that office in the conduct of meetings. 4. Conduct meetings in accordance with the rules and procedures established by the Board and where those are silent, the American Institute of Parliamentarians Standard Code of Parliamentary Procedure (formerly the Sturgis Standard Code of Parliamentary Procedure). 5. Strive to ensure Board meeting processes are fair, open, thorough and make efficient use of time. COMMITTEES AND GUIDELINES 1. Audit and Finance Committee 2. Governance Committee 3. Human Resources Committee 4. Strategic Planning Committee 3 Regina Public Library Board Policy Governance and Delegation of Authority Policy 4, p. 9 3

4 These principles apply to any committee that is formed by Board action except the Committee of the Whole: Committees act in an advisory capacity and exist to assist the Board in fulfilling its governance responsibilities. Committees operate within and make recommendations to the Board concerning those matters within their Mandate. The Chair of the Board may direct that any matter normally under the purview of a Committee be considered by the Board. This shall not prevent the Committee from considering the matter. Committee members need not be Board members but each Committee must include a majority of Board members. Committee members not drawn from the Board shall be appointed by the Board. The Chair of the Board shall be a member ex officio and shall participate and vote as any other member. The Chair of the Board is not counted when determining the number of members required for quorum. The Library Director & CEO, or his or her designate, is the secretary to all committees of the board and shall be present at all committee meetings except those meetings or portions of meetings that deal with matters pertaining to his or her salary and performance evaluation. The role of the Committee Chair includes: o Work with the Library Director & CEO to set a meeting schedule and prepare meeting agendas o Preside over Committee meetings o Represent the Committee to the Board Meetings may be called by the Chair of the Committee or by any two members of the Committee. Reasonable notice should be given to each member of the Committee specifying the purpose of the meeting. A quorum shall be a majority of Committee members present either in-person, by telephone, or other device that allows participation in the discussion. Recommendations to the Board can be made only through Committee meetings where quorum was present. Minutes of the Committee meetings shall be approved at the subsequent meeting and presented to the Board at its next regular meeting. The Chair or, in the Chair s absence, another member of the Committee shall report to the Board as required. 4

5 Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Standing Committees Appointments are made annually by the Board on or before 28 February. Each Committee shall have a minimum of three members and a maximum of five members, inclusive of the Board Chair. Each Standing Committee shall, at its first meeting of the year, elect a Chair. Ad Hoc Committees Ad hoc Committees may be established by motion of the Board to deal with special matters before the Board. Membership is set by the Board. Committees may have any number of members. If not appointed by the Board, the Committee Chair will be elected at the Committee s first meeting. Upon completion of its assignment, an Ad hoc Committee shall be discharged by motion of the Board. BOARD APPROACH TO GOVERNANCE The Board is established to govern the RPL to engage the citizens of Regina by providing a community gathering place where the joy of reading, discovery and lifelong learning is promoted and encouraged. Accordingly the Board shall: 1. Focus on leadership to achieve the goals and priorities of RPL s Strategic Plan. 2. Cultivate a sense of group self-discipline, responsibility and training for the effective governance of the RPL. 3. Maintain broad written policies that provide direction for the administration of the Library to achieve the desired results. The Board is responsible for the development of policies that constitute the will of the Board in determining how the RPL will be operated. 5

6 4. Limit Board Committees to assisting the Board to do its job. Board committees will not deal with RPL operations or advise staff. 5. Regularly review and discuss approaches for improving Board performance. 6. Annually review the performance of the Library Director & CEO. 7. Provide remuneration to Board members according to the approved rates. 4 DELEGATION OF AUTHORITY AND RESPONSIBILITY The Board appoints the Library Director & CEO to manage the operations of the RPL. 5 The Board reserves to itself the authority to make decisions on matters requiring Board approval. The Board requires that significant new local or provincial initiatives that impact on the governance of library services must be initially brought to the Board for discussion and determination of decision-making authority. Accordingly, the Board shall: 1. Delegate to the Library Director & CEO the authority and responsibility to manage the operations of RPL in accordance with The Public Libraries Act, Hold the Library Director & CEO accountable for carrying out Board policies and achieving the strategic priorities of the RPL. 3. Instruct the Library Director &CEO through motions made by the Board as a whole. 4 Current rates for payments to Board members are outlined in Appendix C - Board Honoraria and Reimbursement 5 Duties of the Regina Public Library Board and the Library Director & CEO are outlined in Appendix B - Responsibility Matrix 6

7 BOARD MEETINGS 6 Board meetings will be managed in a manner consistent with Board policies to determine group opinion and through motions focus Board action on specific issues. Accordingly the Board shall: 1. Hold the Annual General Meeting of the Board each year prior to February 28 to select the chair. 2. Hold a Board planning meeting prior to February 28 to establish the annual Board work plan of tasks to be completed and the Board calendar for meetings. 3. Be able to convene special meetings as necessary with majority consent, provided all Board members are contacted in advance. 4. Require a quorum of the Board in attendance to conduct a meeting. A "quorum of the Board" shall be defined as five members. 5. Strive to conduct as much of its business as possible in open regular meetings. Closed meetings may be held for dealing with human resources or confidential issues, investments, or planning. Board members and other persons attending closed meetings are honour bound not to disclose the details of discussion at such sessions. 6. Empower the Library Director & CEO in consultation with the Board Chair to prepare and deliver to Board members at least five days in advance of the meeting an agenda and a file of related materials which will be used in the meeting. 7. Consider agenda items presented by individual Board members when a direct request is presented to the Board Chair at least six days in advance of the meeting. 8. Ensure that all regular meetings of the Board are announced and open to the public. 9. Meet with delegations when the delegations have notified the Library Director & CEO and filed their complete brief in advance according to the established guidelines. The Board reserves the right to refuse a request from a representative or delegation. 10. Make decisions by motion and voting. 11. Ensure that minutes of each regular meeting are recorded by the administration in a form approved by the Board and be considered an unofficial record of proceedings until such time as adopted by resolution of the Board. 6 Regina Public Library Board Policy Governance and Delegation of Authority Policy 5, p. 11 7

8 PRESENTING TO THE BOARD 7 The opportunity to hear the opinions of Regina residents is important to the Regina Public Library Board. Ideas from the public assist Board members in making decisions and addressing the needs of the community. To make a presentation to the Board: File a written brief to the Director s Office. o The brief may include any requests being made. o The delegation will be invited to present a verbal summary to the Board at the meeting. o Maximum time for the summary presentation is 5 minutes. Submit the request and the full brief to the Director s Office at Central Library NO LATER THAN 12:00 noon on the Wednesday PRIOR to the scheduled meeting. The written brief will be posted to the Library s website the Friday before the Board meeting at which it will be presented. Copies of the brief will be available for the public at the Board meeting. 7 Board Motion passed November 24,