smsc.ca

(December 19, 2011)

These Terms of Reference establish the responsibilities and delegated authorities of the Executive Committee of the SMSC Board of Directors, established in accordance with paragraph 29 of the SMSC By-laws (Reference A).

References

A. SMSC By-laws (November 2010)
B. Governance at SMSC: The Role of the Board of Directors and its Members, approved by the SMSC Board of Directors, August 16, 2011

Purpose

The Executive Committee’s purpose is the management of ongoing operational issues at SMSC so that the full Board of Directors can give greater attention to financial and operational oversight, policy matters, strategic planning or change initiatives. The Executive Committee may draft policies addressing operational issues for the consideration of the full Board of Directors.

Accountability

The Executive Committee is a committee of the SMSC Board of Directors and is accountable to the Board of Directors as a whole.

Membership

The standing members of the Executive Committee are:

• The Rear Commodore; as Chair
• The Vice-Commodore (House);
• The Vice-Commodore (Infrastructure and Grounds);
• The Vice-Commodore (Waterfront); and,
• The Commodore

The Vice-Commodore (Junior Sail) and the Director of Social Activities would attend meetings as members when the agenda is of relevance to their portfolios.

In absence of the Chair, other members would chair meetings of the committee as agreed by attendees.

The Executive Committee may invite non-members (for example, staff or other Board members) to attend their meetings as subject matter experts, but those invitees would not have voting privileges.

Delegated Responsibilities and Authorities

Individually, the members of the Executive Committee hold the delegated responsibilities and authorities associated with their portfolios as Officers of the Board (Reference B) and as further defined by any motions of the Board, such as for signing authorities.

Collectively, the Executive Committee:

• Plans the delivery of SMSC programs in accordance with priorities and budgets established by the Board;
• Organizes staff (setting requirements, hiring and managing) and volunteers to deliver SMSC programs
• Controls the delivery of SMSC programs by both staff and volunteers
• Monitors program outputs and outcomes against priorities and budgets established by the Board;
• Drafts policy proposals for consideration of the full Board of Directors to address matters of importance to SMSC programs, either arising or anticipated; and,
• Executes other duties as defined by the Board of Directors.

Schedule of Meetings

The Executive Committee should ordinarily meet at least once between meetings of the full Board of Directors, but during the sailing season may meet bi-weekly, or even weekly if necessary.

Quorum

The quorum shall be a minimum of three (3) members.

Reporting

The Executive Committee is not required to prepare formal minutes of its meetings, but should maintain notes that capture action items or issues to be carried forward to future meetings.

The Executive Committee will submit written reports of its activities to the full board of directors in writing (which could be notes, minutes, or a briefing note), but their reports will ordinarily only be discussed by the full Board to address variances from plans or budgets or to provide guidance or direction.
The Chair of the Executive Committee shall prepare a briefing note or other documentation as necessary for items, such as policy proposals, that the Executive Committee brings forward to the full Board of Directors for its consideration.

Approved by the SMSC Board of Directors, 19 December 2011