1 canadian celiac association governance workshop may 2009

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Canadian Celiac Canadian Celiac AssociationAssociation

Governance Governance WorkshopWorkshop

May 2009May 2009

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Expected OutcomesExpected Outcomes1. Agreement on the recommended

governance model – a strong national organization consistent with historical intent and closely resembling the current operation.

2. Agreement on next steps3. Input on additional board

recommendations- Board Composition- Addition of Chapter Advisory Council- Voting & Nominating Committee

Mandate

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Governance - Governance - DefinitionDefinition

• The combination of processes & structures implemented by the board to inform, direct, manage, & monitor the activities of an organization

• Measures put in place in order to ensure smooth functioning & control of a company

• Means in which the leading authority, often the board of directors, guides & monitors the values & goals of its organization through policy and procedures

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Governance – Structures & Governance – Structures & ProcessesProcesses

StructuresStructures - Authority/accountability- Organization Chart

>e.g. Head office,divisions,- Election Protocol i.e. who elects who

ProcessesProcesses - Constitution- Bylaw- Policies- Procedures

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CCA Governance - HistoryCCA Governance - History

1973 – Celiac Sprue Association (CSA) formed in Kitchener-Waterloo

• Aims developed as a national association

• Chapters not initially envisioned

1975 – Hamilton requested Chapter status

• Kitchener-Waterloo takes on dual role as parent & chapter

CSA created as a National organization

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CCA Governance - HistoryCCA Governance - History

• Celiac Sprue Association becomes “Parent”

- Renamed Canadian Celiac Sprue Association

- Constitution only amended to change name &

collect dues since “no charter application is required

until 4 or 5 chapters exist”

• “…frustrations surfaced for both the parent

organization & the newly formed Hamilton Chapter

as both struggled in their roles”

No governance for ‘national/chapter’ No governance for ‘national/chapter’

roles & responsibilitiesroles & responsibilities

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CCA Governance - CCA Governance - HistoryHistory

•Growth put “overwhelming demand” on Canadian Celiac Sprue Association

- Many new chapters added in 1980s•1981 Meeting “to form a National

Organization”- Name changed to Canadian Celiac

Association - Objective “to forge a strong National Association”

CCA affirmed as a National organizationCCA affirmed as a National organization

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CCA Governance – Mission CCA Governance – Mission StatementStatement

The Canadian Celiac Association is a

national organization dedicated to

providing services and support to

persons with Celiac Disease and

Dermatitis Herpetiformis through

programs of awareness, advocacy,

education, and research.

Mission Statement reflects Mission Statement reflects

a National organizationa National organization

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CCA Today – CCA Today – OperationallyOperationally

NationalNational• Interfaces with National bodies e.g.

government, PAB, suppliers, etc.• Advocates on behalf of Canadian Celiacs• Raises awareness of Celiac Disease• Manages membership and dues• Manages national committees• Develops national plan with input from

chapters• Facilitates research• Provides guidance to Chapters

MOST OF THE TIMEMOST OF THE TIME

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CCA Today – CCA Today – OperationallyOperationally

ChaptersChapters• Main personal contact with members

• Speak on behalf of Chapter

• Provide new member support

• Manage local committees

• Input into National strategic & business plans

• Members elect National & Chapter Board

• Local awareness and fundraising

MOST OF THE TIMEMOST OF THE TIME

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CCA Today - GovernanceCCA Today - Governance• Certain Chapters adopted the same

constitution & bylaws as National. Some have no governance documents???- Chapters are independent entities only tied to national by fees & traditional processes

CHAPTER

CHAPTER

NATIONAL

CHAPTER

CHAPTER

Minimal Governance tying chapters to National

??

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CCA Governance - IssuesCCA Governance - Issues• The ability of National to speak on behalf of

all Chapters has not been legitimized- not envisioned to be like this

• Processes are not in place to adequately address risk management (e.g. info published in Chapter newsletters)

• Chapters sometimes struggle with government charity reporting

• ‘Chapter/National’ roles & responsibilities never clearly defined resulting in

- missed opportunities- redundant efforts between Chapters/National- hurt feelings when toes stepped on

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Option 1: Option 1:

Alliance of ChaptersAlliance of Chapters

• National Board focus is more administrative - in a support role to Chapters in order for them to deliver local services

• National is ‘Efficiency Vehicle”

• Chapters have control over most decisions

Governance Options Governance Options ReviewedReviewed

Nat.

Chapter

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Option 2: Option 2:

National Association National Association with Chapterswith Chapters

• National Board provides leadership with focus on support role to Chapters plus manages brand, research fund, national plans - much like today’s operation - BUT no governance currently exists to make this work well


National Board- Membership,

Research, Planning, Chapter support

Chapters Chapters Chapters

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Option 3: Option 3:

Celiac CorporationCeliac Corporation

• National Organization with 3-4 divisions (e.g. Canadian Cancer Society)

• Two levels of administration


East. Div.

West. Div.

Central Div.Chapter

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CCA Governance Board CCA Governance Board RecommendationRecommendation

Board recommends Option 2 – Board recommends Option 2 –

National Association with ChaptersNational Association with ChaptersAligns with mission and goals of CCA

Most closely represents historic role & current

operation

Roles & responsibilities reflect a Nationally led

organization with local membership support

We need to formalize the governance & fill in the We need to formalize the governance & fill in the

missing piecesmissing pieces

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Canadian Celiac AssociationCanadian Celiac AssociationToday’s Governance ModelToday’s Governance Model

National Board Executive Director

Staff28 Chapters

Advisory Board

22 SatellitesCommittees

of the Board

Legend:

Formal Documented Relationship

Informal Relationship – no governance documents

CeliacMembership

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Canadian Celiac AssociationCanadian Celiac AssociationProposed Governance ModelProposed Governance Model

Legend:

National Board Executive Director

Staff28 Chapters

Advisory Boards

22 Satellites Committees of the Board

CeliacMembership

Formal Documented Relationship

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Governance WorkshopGovernance WorkshopExpected OutcomesExpected Outcomes

1. Agreement on recommended governance model- a strong National organization consistent with

historical intent & closely resembling the current operation.

Why? It doesn’t change a lot of how we do things today BUT,- it addresses the risk management issue,- it legitimizes National’s ability to speak for all chapters, - it reduces government reporting for chapters, - it puts in place the structures and processes to provide

a strong national organization for the future

2020


1.1. Agreement on the recommended Agreement on the recommended governance model– a strong national governance model– a strong national organization consistent with historical organization consistent with historical intent and closely resembling the intent and closely resembling the current operation.current operation.

2.2. Agreement on next stepsAgreement on next steps

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Governance - Next Steps

That a motion be presented at the 2009 AGM to direct the Board to move forward by revising existing governance to reflect the recommended governance model. Suggested wording:

That the Board revise the existing CCA governance documents to reflect the proposed model.

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1.1. Agreement on the recommended Agreement on the recommended governance model– a strong national governance model– a strong national organization consistent with historical intent organization consistent with historical intent and closely resembling the current and closely resembling the current operation. operation.

2.2. Agreement on next stepsAgreement on next steps3.3. Input on additional board recommendations:Input on additional board recommendations:

A. Board CompositionA. Board CompositionB. Addition of Chapter Advisory CouncilB. Addition of Chapter Advisory CouncilC. Voting & Nominating Committee MandateC. Voting & Nominating Committee Mandate

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Additional Board Recommendations

That the membership consider additional changes to governance as follows:

A. That National is the organization registered as a charity to cover all Chapters- requires phased approach considering chapter needs & ensuring mechanisms are available to deliver satisfactory service to large chapters

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B. The formation of a Chapter Advisory Board (similar to the Professional Advisory Board), made up of representatives from each Chapter


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Additional Board Additional Board Recommendations Recommendations

C. That revisions to elections procedures be as follows:

• The National Board nominating committee be given clear guidelines to ensure Regional representation and expertise are balanced

• The National Board be composed of directors elected by the membership and up to additional directors be appointed by the board

• An Executive whose members are elected from among the directors

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What’s in it for me?What’s in it for me?

What’s in it for my What’s in it for my Chapter?Chapter?

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Chapter AdvantagesChapter Advantages

• National unity• More cost effective operations• Consistency• Fewer volunteer hours (financial, membership)• Less duplication of effort• More professional look (website)• Procedural standards• Policy standards• Greater credibility• Better accountability• Greater feeling of belonging to an effective

organization

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A. That National is the organization registered as a charity to cover all Chapters- requires phased approach considering chapter needs & ensuring mechanisms are available to deliver satisfactory service to large chapters

Q. What are the benefits for your chapter doing this change?

Q. Do you have an suggestions for the committee?

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B. The formation of a Chapter Advisory Board (similar to the Professional Advisory Board), made up of representatives from each Chapter

Q. What things do you see the Advisory Board focusing on?

Q. How would you envision the board operating i.e. who would lead, how often would you meet?


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C. That revisions to elections procedures be as follows:

• The National Board nominating committee be given clear guidelines to ensure Regional representation and expertise are balanced

• The National Board be composed of directors elected by the membership and up to additional directors be appointed by the board

• An Executive whose members are elected from among the directors

Q. What are the benefits of this approach?Q. Do you have an suggestions for the

committee?

1 canadian celiac association governance workshop may 2009

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