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Governance Process

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POLICY TITLE: GP - Global Governance Process

The purpose of the Board, on behalf of the people of the Northern Lights College Region, is to see to it that Northern Lights College achieves appropriate results for the appropriate people at an appropriate cost (as specified in Board Ends policies), and avoids unacceptable actions and situations (as prohibited in Board Executive Limitations policies).

POLICY TITLE: GP1 - Governing Style

We believe that the region as a whole, each community within the region, and each individual within the community, must be prepared for the ever changing future as it relates to education, employment and business opportunities, and wholeness of life.

Therefore, the Board will govern with an emphasis on:

a) outward vision rather than an internal preoccupation;
b) encouragement of diversity in viewpoints;
c) strategic leadership more than administrative detail;
d) clear distinction of Board and presidential roles;
e) collective rather than individual decisions;
f) future rather than past or present; and,
g) pro-activity rather than reactivity.

The Board will:

  1. Cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will be an initiator of policy, not merely a reactor to staff initiatives. The Board will use the expertise of individual members to enhance the ability of the Board as a body, rather than to substitute the individual judgments for the Board's values.
  2. Recognize the viewpoint of individual members of the Board. Each Board member in turn acknowledges his/her responsibility to represent the region as a whole in making decisions.
  3. Direct, control and inspire the organization through the careful establishment of broad written policies reflecting the Board's values and perspectives. The Board's major focus will be on the intended long term impacts outside the operating organization (ends), not on the administrative or programmatic means of attaining those effects.
  4. Enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, confidentiality, policy making principles, preparation, respect of roles, speaking with one voice, and ensuring the continuity of governance capability. Continual Board development will include orientation of new members in the Board's governance process and periodic Board discussion of process improvement. The Board will allow no officer, individual or committee of the Board to hinder or be an excuse for not fulfilling its commitments.
  5. Monitor and discuss the Board's process and performance at each meeting. Self-monitoring will include comparison of Board activity and discipline to policies in the Governance Process and Board-Staff Relationship categories.
  6. Commit to regular Policy Governance and director development training per board calendar year according to a plan approved by the board at the beginning of each board cycle and amended as necessary.

POLICY TITLE: GP2 - Board Job Description

The job of the Board is to represent the people of the Northern Lights College Region in determining and demanding appropriate organizational performance. To distinguish the Board's own unique job from the jobs of its staff, the Board will concentrate its efforts on the following:

  1. Its link between Northern Lights College and the people of the Northern Lights College Region, (defined as the College “owners”)
    1.1 Communication: Ensure that the public session minutes, value of policies and an understanding and importance of Ends statements are communicated to owners using a variety of mediums.
  2. Written governing policies which, at the broadest levels, address:

    2.1 Ends: Organizational products, impacts, benefits, outcomes, recipients, and their relative worth (what results, for whom, at what cost.)
    2.2 Executive Limitations: Constraints on executive authority which establish the prudence and ethics boundaries within which all executive activity and decisions must take place.
    2.3 Governance Process: Specification of how the Board conceives, carries out and monitors its own tasks. 
    2.4 Board-President Relationship: How power is delegated and its proper use monitored; the President's role, authority, and accountability. 

  3. The assurance of the President's performance (against policies in 2.1 and 2.2).
  4. The link between Northern Lights College and government politicians.

POLICY TITLE: GP3 - Board Linkage with Ownership

The “owners” of the College are defined as the people of the Northern Lights College Region. The Board shall be accountable to its owners as a whole.

  1. Board Members shall make decisions as representatives of the owners as a whole rather than based on personal or constituent interests. As representatives of the owners, Board Members will identify and know what the owners want and need.
  2. Recognizing that diversity contributes to a broad base of wisdom, the Board shall continually gather input in a way that reflects the diversity of its owners and shall make decisions considering that information. Collection of this input may be accomplished through a variety of annually planned methods.
  3. To promote linkage with its owners, Board Members are actively encouraged to attend College and, where feasible, community events.

POLICY TITLE: GP4 - Board Linkage with Other Organizations

The Board shall identify other organizations with which it requires good working relationships in order to share and enhance its role as “owner representative” in determining the most appropriate Ends.

  1. The Board shall ensure that the College’s interests are represented to governments and government agencies.
  2. The Board shall identify other organizations with which it requires good working
    relationships in order to achieve its Ends. It will establish mechanisms for maintaining open
    communication with these organizations. Such mechanisms may include, but are not limited
    to:
    2.1. Inviting representatives of organizations to board meetings.
    2.2. Meeting with other boards on occasion.

POLICY TITLE: GP5 - Chairperson’s Role

The Chairperson assures the integrity of the Board's process and, represents the Board to outside parties. The Chairperson, or a designee appointed by the Chair, is the only Board member authorized to speak for the Board.

  1. The job output of the Chairperson is that the Board behaves in a manner consistent with its own rules and those legitimately imposed upon it from outside the organization.
    1.1. Focus meetings to legitimate Board business.
    1.2. Deliberation will be fair, open, and thorough, but also efficient, timely, orderly, and to the point.
  2. The authority of the Chairperson consists in making decisions that fall within the topics covered by Board policies on Governance Process and Board-President Relationship, except where the Board specifically delegates portions of this authority to others. The Chairperson is authorized to use any reasonable interpretation of the provisions in these policies.
    2.1. The Chairperson is empowered to chair Board meetings with all the commonly accepted power of that position (e.g., ruling, recognizing).
    2.2. The Chairperson has no authority to make decisions about policies created by the Board within Ends and Executive Limitations policy areas. Therefore, the Chairperson has no authority as an individual to supervise or direct the President.
    2.3. The Chairperson will represent the Board to outside parties in announcing Board-stated positions and in stating Chair decisions and interpretations within the area delegated to him or her.
  3. The Chairperson is to ensure the vice chairperson is informed of current and pending Board issues and processes.
  4. The Chairperson may delegate this authority, but remains accountable for its use

POLICY TITLE: GP6 - Board Committee Principles

Board committees, when used, will be assigned so as to minimally interfere with the wholeness of the Board's job and so as never to interfere with delegation from Board to President. Committees will be used sparingly, only when other methods have been deemed inadequate.

  1. Board committees are to help the Board do its job, not to help the staff do its jobs. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. Board committees are not to be created by the Board to advise staff.
  2. Board committees will not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the President.
  3. Board committees cannot exercise authority over staff. Because the President works for the full Board, the President will not be required to obtain approval of a Board committee before an executive action. In keeping with the Board's broader focus, Board committees will normally not have direct dealings with current staff operations.
  4. Board committees are to avoid over-identification with organizational parts rather than the whole. Therefore, a Board committee which has helped the Board create policy on some topic will not be used to monitor organizational performance on that same subject.
  5. This policy applies only to committees which are formed by Board action, whether or not the committees include non-Board members. It does not apply to committees formed under the authority of the President.

POLICY TITLE: GP7 - Board Committee Structure

A committee is a Board committee only if its existence and charge come from the Board, regardless of whether Board members sit on the committee.

POLICY TITLE: GP7.1 - Nominating Committee Terms of Reference

  1. Product
    1.1. A list of appropriately qualified candidates for public board members, for board consideration forwarding as advice to the Provincial Government, who is the appointing authority by 6 months prior to a term.
  2. Authority
    2.1. The Committee has authority to communicate with the offices of the Minister, the Provincial Board Resourcing Office (BRDO) and the local MLA’s to ensure a strong, cohesive and effective board at Northern Lights College.
    2.2. The committee has no authority to change or contravene board policies.
    2.3. The committee has authority to spend funds required for travel to meetings if meetings are required. No authority to spend or commit other organization funds.
    2.4. The committee has authority to use staff resource time normal for administrative support around meetings.
    2.5. The Committee does not have authority to instruct the President or any other staff member, other than to request information required in the conduct of its duties.

POLICY TITLE: GP8 - Governance Succession

The Northern Lights College Board believes that board effectiveness begins with the diversity of skills and the personal commitment of Board members. In order to ensure a proactive approach to this commitment, the Board (acting as a committee of the whole) will identify candidates for public board members whose resources and backgrounds enhance the Board’s ability to carry out its mandate to the greatest extent possible.

  1. When considering its recommendations, the Board will be trying to ensure its make-up achieves the following competencies:
    • strong commitment to and interest in Northern Lights College
    • reasonable time availability
    • ability to work with and learn from others, strong interpersonal skills and good communication skills
    • comfortable working with the Policy Governance model
    • intelligence and common sense
    • skill at articulating a vision and influencing others to share the vision
    • reasonable breadth of life and work experiences and knowledge of British Columbia’s learning system
    • previous experience on, or with other boards.
  2. In order to fulfil its leadership role, the Board recognizes the importance of Community Diversity in its membership. The criteria to ensure that diversity exists should include (but will not be limited to:)
    • gender
    • ethnicity
    • age
    • place of residence (the board seeks wide geographic representation from throughout the College Region (identified as School Districts 81, 87, 59 and 60).
    • socio-economic status
    • occupation and expertise
    • community interests, views and affiliations
  3. The Board will ensure that nominees put forward by Northern Lights College:
    • have the requisite competencies to carry out their duties as Board members including the ability to participate fully in Board meetings and activities as well as other College related activities and any committees deemed necessary.
    • are able to assist the College in achieving its mission through effective Policy Governance , strategic leadership and visioning.
    • will bring balance to the Board as a whole to ensure it reflects to a reasonable extent the diversity of the community served by the College and the programs/courses offered.
    • demonstrate an entrepreneurial attitude toward challenges and opportunities and a strong and visible commitment to Northern Lights College.

POLICY TITLE: GP9 - Code of Conduct

The Board commits itself and its members to ethical, lawful and business-like conduct. This commitment includes proper use of authority and appropriate decorum when acting as Board members.

  1. Board members must represent unconflicted loyalty to the interests of the ownership. This accountability also supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs. This accountability supersedes the personal interest of any Board member acting as an individual consumer of the organization's services.
  2. Board members must avoid any conflict of interest with respect to their fiduciary* responsibility.
    2.1 There must be no self-dealing or any conduct of private business or personal services between any Board member and the organization except as procedurally controlled to assure openness, competitive opportunity and equal access to "inside" information.
    2.2 When the Board is to decide upon an issue, about which a member has an unavoidable conflict of interest, that governor must absent him or herself during the discussion and voting. Members are not penalized for conditions outside their control.
    2.3 Board members must not use their positions to obtain employment in the organization for themselves, family members or close associates. Should a public Board member be considered for employment, s/he must temporarily withdraw from Board deliberation, voting and access to applicable Board information.
    2.4 Except as provided under legislation, Board members shall not retain their Board membership if they are employed by the College in a regular full time capacity. This does not, however, preclude Board members from accepting short term appointments or contracts with the college.
    2.5 Board members will annually disclose their involvements with other organizations, with vendors, or with any other associations which might produce a conflict. The disclosure process will normally occur in August or, in the case of new Board members, upon initial appointment.
    2.6 Should there be a difference of opinion as to whether a Board member is in a conflict of interest, the board shall vote on the matter, and the decision of the Board shall be final.
  3. Board members shall not attempt to exercise individual authority over the organization except as explicitly set forth in Board policies.
    3.1 Board members' interaction with the President or with staff must recognize the lack of authority vested in individuals except when explicitly Board-authorized.
    3.2 Board members' interaction with the public, press or other entities must recognize the same limitation and the similar inability of any Board member to speak for the Board.
  4. Board members will respect the confidentiality appropriate to issues of a sensitive nature.
  5. Board Members shall be familiar with the incorporating documents, by-laws, regulations, and policies of the organization as well as the rules of procedure and proper conduct of a meeting so that any decision of the Board may be made in an efficient, knowledgeable and expeditious fashion.
  6. Members will be properly prepared for board deliberation.
  7. Board Members shall regularly take part in educational activities that will assist them in carrying out their responsibilities.
  8. Board Members will support the legitimacy and authority of board decisions, irrespective of the members’ personal position on the issue.
  9. Board Members shall attend meetings on a regular and punctual basis. Absence of a Member from more than three (3) consecutive regular meetings shall be considered a resignation from the Board. Members are not penalized for conditions outside their control. If a Board Member is on Board business, he/she will not be marked absent. A Member may request reinstatement. The board may, at its discretion, reinstate a Member upon such a request. Only one such reinstatement per Member is permitted.
  10. Board members shall not give or commit Northern Lights College money or property as a contribution to any political party or to any candidate for, or holder of public office, unless approved by the Board and in conformity with relevant legislation. This prohibition extends to all indirect contributions such as the price of admission tickets to sporting, social or other events where part of the proceeds are directed to a political party or candidate.
  11. Board Members shall ensure that unethical activities not covered or specifically prohibited by the foregoing or any other legislation are neither encouraged nor condoned.
  12. A Board Member who is alleged to have violated the Code of Conduct shall be informed in writing and shall be allowed to present his or her views of such alleged breach at the next Board meeting. The complaining party must be identified. If the complaining party is a Board Member, he or she and the respondent Board Member shall absent themselves from any vote upon resolution of censure or other action that may be brought by the Board. Board Members who are found to have violated the Code of Conduct may be subject to censure.

POLICY TITLE: GP10 - Investment in Governance

The Board will invest in its governance capacity.

  1. Board skills, methods, and supports will be sufficient to assure governing with excellence.
    1.1. New Board members shall receive a complete orientation to ensure familiarity with the organization’s issues and structure, and the Board’s process of governance.
    1.2. Board members shall have ongoing opportunity for continued training and education to enhance their governance capabilities.
    1.3. Outreach mechanisms will be used as needed to ensure the board’s ability to listen to owner viewpoints and values.
    1.4. Outside monitoring assistance will be arranged so that the board can exercise sufficient control over organizational performance. This includes, but is not limited to fiscal audit.
  2. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior governance capability.
    2.1. The Board will establish, prior to the operational budget cycle, and be accountable for, an annual budget for its own governance functions, which shall include funds for meeting costs, Board member attendance at conferences and conventions, improvement of its governance function, costs of fiscal audit and any other outside monitoring assistance required, and costs of methods such as focus groups, surveys and opinion analyses to ensure the Board’s ability to listen to owner viewpoints and values.
  3. The Board will establish governance process policies that will serve as measurable standards against which the Board’s performance can be evaluated.
    3.1. Under the leadership of the chairperson, at least annually the Board will conduct a self-evaluation. As a result of this evaluation, the Board will establish a governance action plan with specific goals and objectives for improvement of identified areas.
    3.2. The Board will monitor its adherence to its own Governance Process policies regularly. Upon the choice of the Board, any policy can be monitored at any time. However, at minimum, the Board will review the policies every three years, and monitor its own adherence to them annually.

POLICY TITLE: GP11 - Board Planning Cycle & Agenda Control

To accomplish its job products with a governance style consistent with board policies, the board will follow an annual agenda which (a) completes a re-exploration of Ends policies annually and (b) continually improves board performance through board education and enriched input and deliberation.

  1. The Board shall maintain control of its own agenda by developing each year no later than January, an annual schedule which includes, but is not limited to:
    1.1. Considered review of the Ends in a timely fashion which allows the President to build a budget
    1.2. Consultations with selected groups in the ownership, or other methods of gaining ownership input, prior to the above review.
    1.3. Education related to Ends determination (for example, presentations relating to the external environment, demographic information, exploration of future perspectives which may have implications, presentations by advocacy groups, and staff).
    1.4. Self-evaluation of the Board’s own compliance with its Governance Process policies, and for review of the policies themselves.
    1.5. Documentation of monitoring compliance by the President with Executive Limitations and Ends policies, and for review of the policies themselves. Monitoring reports will be provided and read in advance of the board meeting, and discussion will occur only if reports show policy violations, if reports do not provide sufficient information for the board to make a determination regarding compliance, or if policy criteria are to be debated.
    1.6. Time for education about the process of governance.
  2. Based on the outline of the annual schedule, the Board delegates to the Chairperson the authority to fill in the details of the meeting content. Potential agenda items shall be carefully screened to ensure that they relate to the Board’s job description, rather than simply reviewing staff activities. Screening questions shall include:
    • Clarification as to whether the issue clearly belongs to the Board or the President.
    • Identification of what category an issue relates to - Ends, Executive Limitations, Governance Process, Board-President Relationship.
    • Review of what the Board has already said in this category, and how the current issue is related.
  3. Throughout the year, the Board will attend to Consent Agenda items as expeditiously as possible. When an item is brought to the Board via the Consent Agenda, provided that compliance with all of the criteria in Executive Limitations has been demonstrated, the Board will not discuss the item prior to approval. An exception will be made only if a majority of the Board votes to remove the item from the Consent Agenda for discussion.
  4. The Board minutes will be broadcast on a screen so members can participate in the development of decisions as they are recorded. Further, these minutes will be reviewed and approved at the end of that Board meeting for immediate implementation. Minutes will be included in the information package of the following meeting.

POLICY TITLE: GP12 - Board and Committee Expenses

Board members shall be paid an honorarium and expense allowance for all Board and committee meetings attended, as well as any meeting attended at the direction of the Board.

  1. Honoraria shall be as follows: $200 per diem.
  2. Expenses shall be reimbursed as follows:
    2.1. Mileage allowance shall be paid at a rate of $.49 per kilometre.
    2.2 Meals for travel within Canada will be reimbursed at a flat rate of $48.25 per day, or $10.75 for breakfast, $14.25 for lunch, and $23.25 for dinner, without receipts and private accommodations reimbursed at $40/night.
    2.3 For travel in the United States, the per diem reimbursement for meals without receipts will be $50.00 Canadian
    2.4 For travel outside of North America, the per diem reimbursement for meals without receipts will be $60.00 Canadian.
    2.5 For travel exceeding seven consecutive qualifying days, an allowance of $10.00 per day Canadian without receipts will be provided for miscellaneous expenses such as laundry, porterage, local phone charges, etc.
  3. Board members’ spouses are not permitted to travel at College expense. If travel arrangements are made by the College for spouses, the costs shall be billed directly to the spouse at the time the arrangements are finalized.
  4. The College will award a framed certificate of appreciation to all board members whose terms expire, or who retire or resign from the board.
    4.1 The certificate will acknowledge the dates of service and will be signed by the President and the Board Chair.

POLICY TITLE: GP13 - Requests for Presentations to the Board

The Board will maintain positive relationships through open access to the Board. However, the Board will not hear from individuals or groups where due process within the College is still occurring or has not been followed.

The board will consider requests from members of the public to make presentations under two separate categories: (1) Requests to present perspectives regarding board policy development; and (2) allegations that existing board policy is inadequate.

  1. Requests by groups representing portions of the ownership regarding board policy development shall be considered as follows:
    1.1. Requests to make presentations shall be in writing, including the purpose of the presentation.
    1.2. Those making presentations shall provide a written summary of the presentation at least 14 business days in advance of the scheduled presentation, so that it can be provided to the Board with the normal agenda package.
    1.3. The board delegates to the Chair the authority to determine if the subject of the requested presentation is relevant to a board policy, or whether it would be more appropriately addressed by administration.
    1.4. In the interests of effective and timely decision making, the board delegates to the Chair the authority to limit the number of presentations made on a policy issue by the same group, and the total number of groups which will be heard on a given issue or at a given meeting.
    1.5. Presentations should not exceed 10 minutes, except in extraordinary circumstances and at the discretion of the Chair. Question period may follow at the Board’s pleasure.
    1.6. Presentations by groups from within the ownership shall be considered in the context of the board’s responsibility to act of behalf of the owners as a whole.
    1.7. The board will provide a timely response to presentations but shall not commit to responding at the same meeting in which the presentation is made.
  2. Allegations that existing board policy is inadequate shall be considered as follows:

    2.1. Articles 1.1 through 1.5 above apply.
    2.2. The board shall review the policy or policies in question, and determine if amendments are appropriate. In making its decision, the board shall always discharge its responsibility to act on behalf of the owners as a whole.
    2.3. If the board determines that an amendment to policy is required, it shall make the necessary change. If the administration has made a decision based on the previous policy, if feasible, the board may request administration to reconsider its decision on the basis of the amended policy.
    2.4. The board will provide a timely response to presentations but shall not commit to responding at the same meeting in which the presentation is made.

POLICY TITLE: GP14 - Special Rules of Order

Board meetings will be conducted in an orderly, effective process, led and defined by the chair.

  1. All by-law obligations respecting board meetings must be satisfied.
  2. Board meetings shall be called to order at the time specified in the notice of meeting and upon satisfaction of quorum.
  3. Meeting order and decorum shall be maintained and all members treated with dignity, respect, courtesy, and fairness during discussion and debate and in all other respects.
  4. Board members must keep their comments relevant to the issue under consideration.
  5. Board meetings will be conducted at a level of informality considered appropriate by the chair, including that discussion of a matter may occur prior to a proposal that action be taken on any given subject.
  6. Proposals that the board take action, or decide a particular matter, shall (unless otherwise agreed to by unanimous consent) be made by main motion of a board member, discussed, and then voted on. Motions require a second to proceed to discussion and subsequent vote.
    6.1. The chair of the board may to the same extent as any board member, make motions, engage in debate, or vote on any matter to be decided.
    6.2. A motion to amend a main motion may be amended but third level amendments are out of order.
    6.3. A motion to refer to a committee, postpone, or table, may be made with respect to a pending main motion, and if carried shall set the main motion (the initial proposal) aside accordingly.
  7. Board members may speak to a pending motion on as many occasions, and at such length, as the chair may reasonably allow.
  8. A vote on a motion shall be taken when discussion ends but any board member may, during the course of debate, move for an immediate vote (close debate) which, if carried, shall end discussion and the vote on the main motion shall then be taken.
  9. A majority vote will decide all motions before the board excepting those matters in the by-laws which oblige a higher level of approval.
  10. A motion to adjourn a board meeting may be offered by any board member or, on the conclusion of all business, adjournment of the meeting may be declared by the chair.
  11. A board member may request to have his or her vote on the record.
  12. When further rules of order are to be developed by the board, the board will consider the Alice Sturgis 3rd Edition as a resource guide.