Advisory Council – Terms of Reference Approved by Imagine Canada’s Board of Directors Sept 08 Advisory Council Mandate Relationship to Imagine Canada Board •
•
•
•
•
•
•
•
To advise the Board of Imagine Canada on broad sector issues. To reflect the diverse views and nature of the charitable and non‐profit sector in Canada Specifically, to act as a strategic engagement mechanism designed to: • advise on areas where Imagine Canada should be taking a lead, facilitating or convening • provide a forum to identify and discuss major issues impacting the sector • give structured input to Imagine Canada’s strategic planning at a formative stage • extend Imagine Canada’s range of connection and interface • extend Imagine Canada’s national profile • build a broader range of active friends and allies into the structure and planning process of Imagine Canada, and to grow champions of Imagine Canada • expand Imagine Canada’s resources • deepen and extend Imagine Canada’s thinking The Board of Directors of Imagine Canada is the key governance and decision making body for the organization. The Advisory Council will provide a link to the views of the sector in order to ensure that Imagine Canada’s policies and programs are aligned with the needs of the sector. The Board of Imagine Canada must always work to “connect” with the sector through its own efforts. The establishment of an Advisory Council does not diminish that function, but provides additional structure and processes to connect with the sector The role of the Advisory Council will be “advisory” and not directive or decision making in nature. The Advisory Council does not report to the Board, neither does the Imagine Canada Board report to the Advisory Council; however, the Advisory Council is accountable to the Imagine Canada Board to effectively carry out its mandate. •
•
Relationship to •
Imagine Canada CEO / Management •
•
Relationship to Imagine Canada Members •
•
•
•
Relationship to Imagine Canada Board Committees, Public Policy Framework and Public Policy Task Forces •
•
•
•
•
Imagine Canada Board members, other than the Chair of Imagine Canada who is a Co‐Chair of the Advisory Council, are not expected to attend Advisory Council meetings unless invited by the Council. The Board of Imagine Canada commits to engaging with the Advisory Council on key issues impacting the sector. While the CEO of Imagine Canada and various employees will attend meetings of the Advisory Council, the “advice” given by the Council is directed specifically to the Board of Imagine Canada. There will, of course, be dialogue between the Council, its members and management of Imagine Canada; however, it will be understood that such dialogue will be informal and Advisory Council members should not provide direction to Imagine Canada management or staff. Imagine Canada will provide only administrative staff support (meeting arrangements, expense reimbursement, meeting materials) to the Council. The Board of Imagine Canada will continue to consult as required with its members on issues related to the work of Imagine Canada. The Advisory Council is being established to broaden the interface to the sector beyond just the members of Imagine Canada by formalizing the structure and process to specifically interface with the sector as a whole. The members of Imagine Canada will be advised and consulted on the mandate and processes related to the Advisory Council. The Advisory Council may be called on during the non‐business part of the Annual General Meeting of Imagine Canada for comment, input, celebration, etc. The Advisory Council is not intended to replace any of the Committees or task forces of Imagine Canada’s Board as they form part of the formal governance of the organization, while the Advisory Council’s role is strictly advisory to the Board. The Advisory Council is not intended to replace any of Imagine Canada’s management or working task forces, such as the Public Policy Framework. The Advisory Council may choose to establish Committees to deal with specific issues or topics (e.g. public policy, research, sub‐sector issues and challenges, provincial issues). Membership on the Advisory Council does not preclude an individual from being a member of an Imagine Board Committees or a management task force. Directors of Imagine Canada will not be members of the Advisory Council, with the exception of the Imagine Canada Board Chair who is a Co‐Chair of the Advisory Council. Page 2
Evaluation of the Advisory Council •
•
•
Advisory Council Member Profile •
•
•
•
Size of Advisory Council Leadership of the Council •
•
•
The Co‐Chairs will discuss on a regular basis how the Advisory Council is fulfilling its mandate and how the Board of Imagine Canada is using the information provided by the Council The Advisory Council will be expected to conduct an annual self‐assessment of its performance versus its mandate and share that assessment with the Board of Imagine Canada. The Board of Imagine Canada will, on a regular basis, review the performance of the Advisory Council with regard to achieving its mandate and share its assessment with the Advisory Council. The Council will be composed of knowledgeable and informed individuals who: • Reflect the broad pan‐Canadian diversity (geography, sub‐sector, organization size, etc.) of the sector • Can think strategically on behalf of the sector as a whole, beyond just the interests of their own organization, sub‐sector or geography • Ability to work as part of a large pan‐Canadian group of diverse individuals Positions on the Advisory Council will not be allocated or reserved to any organization, network, region or sub‐sector umbrella group, although the individuals on the Council will very likely play a role with one or more such organizations. Advisory Council members will be appointed based on their personal knowledge, breadth of experience and capability to add to the dialogue at meetings of the Council. As Advisory Council members are appointed as individuals, substitutes can not attend meetings or teleconferences on behalf of members. The size of the Council will be as small as possible in order to ensure effectiveness, but large enough to allow for as full representation of the broad sector The upside limit will be a Council of 40 The Advisory Council will be co‐chaired by two individuals: • One Co‐Chair being the incumbent Chair of the Board of Directors of Imagine Canada • The other Co‐Chair being an Advisory Council member elected by the members of the Advisory Council for a two year term Page 3
Process to Select / Elect Council Members •
•
•
•
Membership in Imagine Canada •
Meeting Frequency / Timing / Locations •
•
•
Advisory Council Meeting Agendas •
Following approval of this recommendation by the Board of Directors, a Nominating Committee consisting of 50% Imagine Canada board members and 50% other sector leaders will be appointed by the Imagine Canada Board to lead the process to secure nominees and recommend the appointments of the first members of the Advisory Council. The first appointments to the Advisory Council will be for staggered terms with normal term for Advisory Council members being for three years with a maximum of two consecutive terms. Once the Advisory Council has been established it will be expected to appoint four members to an Advisory Council’s Nominating Committee (with 3 other members coming from the Board of Imagine Canada) and to establish its own process to secure nominations. The criteria for selecting Advisory Council appointees will established and reviewed from time to time by the Board of Imagine Canada. As Advisory Council members are appointed as individuals and do not represent organizations, membership in Imagine Canada will not be a selection criteria; however, it would be desirable, but not a requirement, that appointees would see membership in Imagine Canada as desirable for their “home” organizations. It is expected that the Advisory Council will meet up to a maximum of twice per year in person, with teleconferences called at other times as required. It is expected that the Council will not meet either in person or by phone more than 4 or 5 times per year. It is expected that the Advisory Council meetings will be scheduled whenever possible to be back to back with other Imagine Canada / sector events (AGM, Summit, etc.) As Advisory Council members are appointed as individuals, substitutes can not attend meetings or teleconferences on behalf of members. The agendas for Advisory Council meetings will be proposed by the Co‐Chairs with input from the Imagine Canada Board, Advisory Council members, members of Imagine Canada or any organization in the sector. Page 4
Information Flows •
•
•
Expenses of Council Members •
•
•
The Advisory Council will be included in the distribution of material such as: • Imagine Canada Board minutes • Strategic planning and priority setting presentations at the Imagine Canada board level • Regular updates from the CEO of Imagine Canada on program and finances • Significant reports or public material developed by Imagine Canada for its members or the sector (such information will be sent to the Advisory Council members at the same time it is distributed to the Board of Imagine) The Board of Imagine will receive a report from each meeting of the Advisory Council at their next Board meeting as prepared by the Co‐Chairs of the Council The Co‐Chair of the Advisory Committee elected by the Advisory Council members will be welcome to attend all Imagine Canada Board meetings as a guest / observer Advisory Council members will be reimbursed for any reasonable travel expenses to attend Advisory Council meetings. The Board and management of Imagine Canada, as well as the Advisory Council, will work to ensure that funding for the expenses of operating the Advisory Council will be generated from revenue streams separate from Imagine Canada membership fees or earned income. This funding will be new revenue to Imagine Canada and will not be diverted from current revenue sources. Should sufficient separate funding not be available, certain Advisory Council members may be asked to pay a portion, or all, of their travel expenses. However, Imagine Canada will work to ensure that travel expense is not a barrier to participating in the Advisory Council. Page 5