Governance Standard for Huronia Museum
Effective June 29th, 2004 – revised January 21, 2008
This standard establishes the roles and responsibilities of the Board of Directors as a publicly accountable legal entity, which supports and builds the Museum as a resource for regional heritage preservation and presentation in accordance with the Mission Statement, Articles of Incorporation, By-laws and Constitution for Huronia Museum.
2. General Responsibility
(a) The Board of Directors for Huronia Museum and Huron Ouendat Village is responsible for implementation and regular review of this standard.
(b) The Board of Directors will monitor the application of these policies and guidelines to ensure that the intent and objectives are maintained.
(c) The Board of Directors, management team, staff and volunteers will approach their role in maintaining this standard in an ethical manner, protecting the public interest and the best interest of Huronia Museum.
(d) The Board of Directors will make every effort to assess its own performance on a regular basis.
(e) All decisions regarding Huronia Museum made by the Board of Directors will be in accordance with provincial and federal legislation as it applies to incorporated, not-for-profit and charitable organizations.
(f) The elected or appointed Directors will set strategic direction and purpose for Huronia Museum through effective organizational planning in accordance with the objectives of the Huronia Museum Mission Statement of May 26th, 1999.
(g) The Board of Directors will monitor and revisit Huronia Museum’s mission statement, business plan, strategic plan and other guiding documents on a regular basis to ensure timeliness. When required, the Board of Directors will develop policy for operations and programs. The Board of Directors may delegate this responsibility to the management team or consult with outside service providers.
(h) The Board of Directors will ensure adequate resources for Huronia Museum and its programs and services.
(i) The Board of Directors will provide and monitor a budget for Huronia Museum, its membership and the community it serves.
(j) The Board of Directors will determine the fees and qualifications for membership with Huronia Museum.
(k) Should Huronia Museum cease to operate, the dissolution of Huronia Museum will be handled as outlined in the Articles of Incorporation with payment of all debts and liabilities and its remaining property being distributed or disposed of to Canadian charitable organization(s) or a Canadian municipality.
(a) The Board of Directors shall have a Chairperson, Vice-Chairperson and Treasurer/Secretary. The Board will determine the Chair, Vice-Chair Treasurer and Secretary at the first meeting of Directors following the Annual General Meeting. Should any of these positions become vacant, the Directors may fill this position for the remainder of the term in the same manner.
(b) The Chair will serve as Chief Executive Officer of the Museum. The Chair will preside at meetings of the Museum, the Board of Directors meetings and is signatory for all formal documents.
(c) The Vice-Chair will perform all the duties and functions of the Chair as required by circumstance. The Vice-Chair will have signing authority as required.
(d) The Secretary will take charge of the Minute Books and take responsibility for the setting of agendas and recording of minutes for all meetings of Directors and members as well as the membership directory. The Secretary will have signing authority as is required.
(e) The Treasurer will have charge of all funds and securities of the Museum and will have signing authority as required.
(f) As defined in By-law No. 2-91, the Trustees for the Huronia Museum Endowment Fund are as follows: 1) The Chairman of the Endowment Fund, 2) The Chairman of the Building Expansion Committee 3) The Board Treasurer for Huronia Museum. Trustees for the Huronia Museum Endowment Fund will carry out responsibilities as outlined in said By-law.
(g) The Board of Directors will select the management team for the museum. The Board will also support the management team with direction and purpose as well as provide review of his/her performance.
(h) The Board of Directors will monitor and determine the direction of programs and services through proposals, reports and evaluations. The development, implementation and evaluation of existing or new programs is the responsibility of the management. The management team may delegate the responsibility of development, implementation and evaluation to department staff as required.
(i) The general management of Huronia Museum, its departments and projects is the responsibility of the management team.
(j) The Board of Directors, management team, staff and volunteers will act as representatives for the Huronia Museum in the community with the purpose of enhancing the public image of the organization.
(k) The Board of Directors will function as the final deciding body for all employee appeals relating to human resource, operations, programming or service issues as outlined in the Human Resource Standard for Huronia Museum.
(l) Huronia Museum staff will provide required information to the Board of Directors by way of the management team so that organizational planning may occur accordingly.
4. Governance Process
(a) An Annual General Meeting of the membership will be held each year as deemed timely by the Directors or the Chair of the Board.
(b) Directors will serve a three year term with one-third all the directors retiring each year at the Annual General Meeting
(c) Any member in good standing may be elected or appointed by the membership at the Annual General Meeting to serve as a Director on the Board of Huronia Museum.
(d) The Board of Directors will be comprised of nine elected or appointed members of whom five shall form a quorum. The Town of Midland will additionally appoint a representative who shall have voting rights.
(e) A Director may leave the Board at any time by submitting written resignation. This vacancy may be filled by appointment until the following Annual General Meeting.
(f) Should the removal of any director be deemed necessary, a resolution of at least two-thirds of the votes cast at a general meeting of the Huronia Museum membership will be required. Any qualified member may be elected by the majority of the members present at the meeting to fill this position for the remainder of the term.
(g) Either the Chairperson or any two directors may call a meeting of Directors with at least two days notice by the Secretary via mail, telephone, email or fax. Meetings may be held without formal notice if all the Directors are present and all Directors waive notice. Formal notice is not required for the first meeting of Directors following the Annual General Meeting.
(h) At Meetings of the Board, each Director present shall have one vote on every question and in case of an equality of votes, the Chairperson of the Meeting shall have a second or casting vote.