CFA Society Toronto - Board


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BOARD OF DIRECTORS' OPERATING GUIDELINES Revised 25-August-2015 INTRODUCTION The board of directors' (BOD) operating guidelines outline how the BOD will operate to carry out its duties of stewardship and accountability. Code of Conduct and Conflict of Interest Guidelines The directors review the Codes of Conduct and Conflict of Interest Guidelines and acknowledge their support and understanding of the Code by signing it annually. Board Chair and Vice Chair The Chair is responsible for chairing board meetings as well as setting the agenda in conjunction with the Executive Committee. In the event that the Chair is unable to act as chair, the Vice Chair will act in his or her absence. Terms of Reference for the Chair and Vice Chair are outlined in Section II of this manual. Committees of the Board of Directors a) The BOD may create committees to help the BOD with tasks that belong to the BOD. Committees permit deeper examination of issues than could reasonably be given by the full BOD in consideration of the many items with which it must deal at any one point in time. The role of committees is to support, not supplant, BOD responsibility. b) The BOD may, from time to time by resolution, constitute, dissolve or reconstitute standing committees and ad hoc committees consisting of such directors and having such procedures as the BOD may decide. c) Each committee operates according to a BOD approved mandate. Board of Directors' Meeting and Agendas a) Regular meetings – Regular meetings of the BOD will be held approximately 9 times each year and will generally occur on the second or third Wednesday of the month except as otherwise indicated in the calendar. Meetings will be held during the lunch hour at the society office in the city of Toronto. b) Annual and Election meetings – Each year the Annual Meeting will be held within six months of the end of the fiscal year in which the membership shall vote on matters such as the Audited Financial Statements and bylaw amendments. The Election meeting will be held annually during the months of May or June with Board terms beginning September 1 st . c) Notice of regular meetings – The calendar for board meetings is given out for the year in advance. Should any changes be needed the board will be consulted in advance. A copy of the agenda and supporting materials will be provided to directors approximately seven (7) days prior to each regular meeting. d) Agenda – The agenda for a regular meeting shall be set by the Chair in conjunction with the Executive Committee, and: i. shall describe the date, time and place of the regular meeting; CFA Society Toronto Board Manual 2016 Page 11 of 194

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