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Board and Administration - KidsAbility

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<strong>Board</strong> <strong>and</strong> <strong>Administration</strong><br />

H<strong>and</strong>book


<strong>KidsAbility</strong> Centre for Child Development Foundation<br />

<strong>Board</strong> <strong>and</strong> <strong>Administration</strong> H<strong>and</strong>book<br />

Section I: Background Materials<br />

I (a) Brief History of the <strong>KidsAbility</strong> Centre<br />

I (b) The Foundation’s Statements of Mission, Vision, <strong>and</strong> Values<br />

I (c) Bylaws of the Foundation<br />

Section II: Governance<br />

Subsection – Recruitment, Appointment, Evaluation<br />

II (a) <strong>Board</strong> Recruitment – <strong>Board</strong> Skills Snapshot – January 24, 2011<br />

II (b) Governance Form: Continuation of Terms – February 9, 2009<br />

II (c) Succession Planning, Recruitment <strong>and</strong> Appointments – May 25, 2009<br />

II (d) <strong>Board</strong> Evaluation Form: Continual Improvement Process – April 12, 2010<br />

II (e) Elaine Ormston Award Policy – January 24, 2011<br />

Subsection – Job Descriptions & Responsibilities<br />

II (f) Roles <strong>and</strong> Responsibilities of the <strong>Board</strong> – May 28, 2007<br />

II (g) Roles <strong>and</strong> Responsibilities of the Directors – January 18, 2010<br />

II (h) <strong>Board</strong> <strong>and</strong> Executive Director Partnership – March 17, 2008<br />

II (i) Job Description – Chair of the <strong>Board</strong> – February 1, 2008<br />

II (j) Job Description – Vice Chair – February 11, 2008<br />

II (k) Job Description – Past Chair – February 11, 2008<br />

II (l) Job Description – Secretary – February 11, 2008<br />

II (m) Job Description – Treasurer- December 5, 2007<br />

II (n) Job Description – Executive Director – February 11, 2008<br />

II (o) Executive Director’s Performance Appraisal – April 28, 2008<br />

II (p) Honorary Titles <strong>and</strong> Distinctions Policy – February 9, 2009<br />

Subsection – Terms of Reference<br />

II (q) Executive Committee – February 11, 2008<br />

II (r) Governance Committee – November 16, 2009<br />

II (s) Finance & Audit – June 4, 2012<br />

II (t) Investment Committee – March 19, 2012<br />

II (u) Nominating Committee – January 18, 2010<br />

II (v) AdHoc Endowment Campaign Committee – January 18, 2010<br />

II (w) AdHoc Radiothon Advisory Committee – March 17, 2008<br />

II (x) Marketing Committee – April 18, 2011<br />

II (y) Community Engagement Committee – June 4, 2012


Subsection – Finance<br />

II (z) Gift Acceptance Policy – February 20, 2006<br />

II (aa) Acceptance of Gifts of Securities – February 20, 2006<br />

II (bb) Investment Policies <strong>and</strong> Objectives – June 4, 2012<br />

II (cc) Policy on Signing of Cheques – June 16, 2008<br />

II (dd) Transfer of Foundation Funds Policy – March 22, 2010<br />

II (ee) Investment Income Allocation Policy, June 20, 2011<br />

II (ff) Investment Income Stabilization Fund, June 20, 2011<br />

Subsection – Fundraising & Ethics<br />

II (gg) Joint Communications Policy – October, 2004<br />

II (hh) Third Party Fundraising Events – March 17, 2008<br />

II (ii) Donor Complaints Policy – April 28, 2008<br />

II (jj) Privacy Policy – April 28, 2008<br />

II (kk) Ethical Fundraising Policy – February 9, 2009<br />

II (ll) Whistleblower Policy – November 21, 2011<br />

II (mm) Ethical Conduct – November 21, 2011<br />

II (nn) Conflict Resolution – November 21, 2011<br />

II (oo) Donor Complaints – November 21, 2011<br />

II (pp) Conflict of Interest – March 19, 2012<br />

Section III: Human Resources<br />

III (a) Bereavement Policy – September 22, 2008<br />

III (b) Vacation Policy – November 17, 2008<br />

III (c) Educational Leave Policy – November 17, 2008<br />

III (d) Sick Leave Policy – November 17, 2008<br />

III (e) Family Care Days – September 22, 2008<br />

III (f) Pregnancy (Maternity) <strong>and</strong> Parental Leave – September 22, 2008<br />

III (g) Jury <strong>and</strong> Witness Duty Policy – November 17, 2008<br />

III (h) Hours of Work <strong>and</strong> Lieu Time Policy – April 28, 2008<br />

Subsection – Health & Safety<br />

III (i) Signed General Health <strong>and</strong> Safety Declaration – February 8, 2010<br />

III (j) Health <strong>and</strong> Safety Policy – September 22, 2008<br />

III (k) Harassment Policy <strong>and</strong> Acknowledgement Form – September 22, 2008<br />

III (l) Allergen Procedure – May 25, 2009<br />

III (m) Criminal Records Check – Volunteers, June 20, 2011<br />

III (n) Vulnerable Sector Police Records Check - Employees<br />

May 16, 2012


The History of <strong>KidsAbility</strong> Centre for Child Development<br />

From 1922 until 1956, members of what was then the Rotary Club of Kitchener-Waterloo helped<br />

“crippled children” as volunteers. The Club members organized local medical clinics, hosted<br />

Christmas/Fishing parties, transported children to Toronto hospitals <strong>and</strong> operated local fundraising<br />

events to buy necessary equipment <strong>and</strong> pay for medical services.<br />

In the early 1950s, the Rotary Club undertook the challenge of developing a treatment centre to<br />

serve local “crippled children”. Thus, the North Waterloo Society for Crippled Children was<br />

formally established in March 1956 to operate the K-W Rotary Children's Centre. Members of the<br />

Rotary Club purchased property across from the K.W. Hospital <strong>and</strong> built a children’s treatment<br />

centre in Kitchener. This continued a proud tradition <strong>and</strong> a long history of voluntary service by<br />

local Rotarians. The K.W. Rotary Children’s Centre was constructed, <strong>and</strong> the l<strong>and</strong> purchased,<br />

entirely through voluntary donations by the Rotary Club <strong>and</strong> local citizens <strong>and</strong> corporations.<br />

During the 1950s <strong>and</strong> 1960s the K.W. Rotary Children’s Centre served children from Kitchener,<br />

Waterloo, Cambridge <strong>and</strong> Guelph. There were several expansions to the Kitchener facility<br />

necessitated by the growing population of these communities <strong>and</strong> by the extension of therapy<br />

service to children with communication disorders <strong>and</strong> other disabilities.<br />

As a result of this expansion of population <strong>and</strong> clientele, the Centre established a small clinic in<br />

Cambridge in 1972. This grew into a larger Satellite Clinic, located in a commercial mall, in 1984<br />

as a way to provide better access to services for Cambridge children <strong>and</strong> their families. In 1996<br />

the Centre formed a strategic partnership with the Cambridge Family YMCA resulting in a colocation<br />

on the site of the newly constructed Cambridge Family YMCA on Hespeler Road in<br />

Cambridge. An expansion to the YMCA facility, initiated in May 2002 will enlarge the Centre<br />

effective July 2003.<br />

In 1995 the organization completed construction of a 54,000 square foot state-of-the-art facility in<br />

Waterloo. This facility opened debt-free on September 26, 1995 following a successful $8.0<br />

million capital campaign supported by government, local service clubs <strong>and</strong> corporations, <strong>and</strong><br />

many private supporters. Following continued growth a Guelph site was established in late 1999<br />

<strong>and</strong> this has developed into a co-location partnership with the City of Guelph. The Guelph<br />

Children’s Centre now operates out of the West End Recreation Centre that was constructed <strong>and</strong><br />

opened by the City of Guelph in May 2001.<br />

During 2001/02, two small sites were established in Fergus <strong>and</strong> Mt. Forest as a way of providing<br />

improved access to services for clients in more rural areas.


The History of <strong>KidsAbility</strong> Foundation<br />

The Foundation was incorporated in 1990 for the purpose of administering the investment<br />

portfolio accumulated by <strong>KidsAbility</strong>. The initial ‘deposit’ to the Foundation was compiled of<br />

bequests received by <strong>KidsAbility</strong> over the course of many years. The Foundation’s role grew,<br />

with the hiring of a Development Director in 1997 <strong>and</strong> the expansion of its m<strong>and</strong>ate in 2000 to<br />

include meeting the operating needs <strong>and</strong> to enhancing the endowment fund of <strong>KidsAbility</strong>.<br />

Who We Are Today<br />

The Foundation is governed by an elected board of directors (Foundation <strong>Board</strong>) of dedicated<br />

individuals from the community. Together with a small staff of employees <strong>and</strong> assisted by over<br />

thirty volunteers, the Foundation strives to raise the annual operating funds needed by <strong>KidsAbility</strong>.<br />

These funds help in providing life-changing programs <strong>and</strong> services for children with disabilities.<br />

Guiding Principles<br />

Our Mission: <strong>KidsAbility</strong> Foundation is dedicated to raising both financial support <strong>and</strong><br />

affirmative public awareness in assisting <strong>KidsAbility</strong> Centre for Child Development fulfill its<br />

mission of empowering children <strong>and</strong> youth with special needs to realize their full<br />

potential.<br />

Kids Can’t Wait Campaign<br />

Government does not fully fund the programs <strong>and</strong> services of hospitals like <strong>KidsAbility</strong>; therefore,<br />

the Foundation must raise the shortfall through donations from the local community. This<br />

shortfall, approximately 8% of the annual operating budget, is raised through <strong>KidsAbility</strong><br />

Foundation’s annual campaign called “Kids Can’t Wait” which raises on average $1 million.<br />

The “Kids Can’t Wait” campaign seeks donations from corporations, service clubs, organizations<br />

<strong>and</strong> individuals, including families that use our services, <strong>and</strong> board <strong>and</strong> staff members of<br />

<strong>KidsAbility</strong>.


How You Can Help<br />

♦ Be an Ambassador - On occasion, we are asked to give presentations <strong>and</strong> support<br />

fundraising events that require volunteers. Please consider volunteering when you can.<br />

If you are asked by a client’s family, your own friends or family, or someone else who<br />

is interested in supporting <strong>KidsAbility</strong>, please direct them to the Foundation Office.<br />

We will be happy to provide them with more information.<br />

♦ Get Involved – The Foundation lends its assistance <strong>and</strong> expertise to the annual<br />

(internal) staff fundraising campaign (February/March). This campaign encourages all<br />

employees to support the “Kids Can’t Wait” Campaign. Your participation, not the<br />

amount of your donation, is what counts <strong>and</strong> sends a very powerful message to<br />

corporate <strong>and</strong> foundation donors that staff of <strong>KidsAbility</strong> also give financially to our<br />

organization. Imagine how increased private support can create more opportunities for<br />

our Centre <strong>and</strong> the children we serve.


STATEMENT OF MISSION<br />

<strong>KidsAbility</strong> Foundation is dedicated to raising both financial support <strong>and</strong> affirmative public<br />

awareness in assisting <strong>KidsAbility</strong> Centre for Child Development fulfill its mission of<br />

empowering children <strong>and</strong> youth with special needs to realize their full potential.<br />

STATEMENT OF VISION<br />

In fulfilling our mission, we will be respected for having:<br />

• established a wide-spread <strong>and</strong> well-earned reputation as an exemplary philanthropic<br />

organization<br />

• made a positive difference in our community enhancing the future of the children served<br />

by the Centre <strong>and</strong> the families who have entrusted them to us<br />

• raised sufficient funds for <strong>KidsAbility</strong> Centre for Child Development to fulfill its mission<br />

by meeting the needs of all those who have been referred to receive the services it offers<br />

• enhanced the awareness of the Centre as well as the respect <strong>and</strong> support for its services<br />

<strong>and</strong>, in so doing, extended its base of financial support to enable it to meet the needs of<br />

all those entrusted to it into the foreseeable future<br />

• established a reputation that will continue to attract a high-profile, diverse, collegial,<br />

convivial, <strong>and</strong> effective cadre of volunteers both to the Foundation’s <strong>Board</strong> <strong>and</strong> its<br />

support staff in order to ensure a productive future for the Foundation<br />

STATEMENT OF VALUES<br />

In realizing our mission <strong>and</strong> pursuing our vision, we are committed to:<br />

• being recognized as exemplary ambassadors for <strong>KidsAbility</strong> Centre for Child<br />

Development <strong>and</strong> its mission<br />

• proceeding with integrity in all of our transactions, both financial <strong>and</strong> interpersonal<br />

• respecting each of our stakeholders: the children entrusted to the Centre, their immediate<br />

<strong>and</strong> extended families, our staff, donors, colleagues, political representatives, <strong>and</strong> the like<br />

• respecting matters of confidentiality as well as the personal circumstances relative both to<br />

our donors <strong>and</strong> to our perspective donors<br />

• being accountable <strong>and</strong> transparent both with respect to the funds entrusted to us as well as<br />

the various activities undertaken by the <strong>Board</strong> of the Foundation<br />

• acting cooperatively in our dealings both within the Centre <strong>and</strong> beyond<br />

• assisting in the empowering of children with special needs <strong>and</strong> thereby the building of a<br />

strong community


KIDSABILITY CENTRE FOR CHILD<br />

DEVELOPMENT FOUNDATION<br />

OPERATING AS<br />

“KIDSABILITY FOUNDATION”<br />

BY-LAW 1 (2011)


BY-LAW NUMBER 1<br />

A By-law relating generally to the affairs of<br />

KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION<br />

(HEREINAFTER REFERRED TO AS “KIDSABILITY FOUNDATION”)<br />

A corporation without share capital incorporated under the Ontario Corporations Act.<br />

1.1 Definitions<br />

ARTICLE 1<br />

GENERAL<br />

In this By-law <strong>and</strong> all other By-laws <strong>and</strong> resolutions of the Corporation, unless the context<br />

requires otherwise:<br />

(a) Annual General Meeting: means an annual meeting of the Members as described<br />

in Section 7.1;<br />

(b) Auditor: means the auditor of the Corporation;<br />

(c) <strong>Board</strong>: means the <strong>Board</strong> of Directors of the Corporation;<br />

(d) Bylaws: means any By-law of the Corporation from time to time in force <strong>and</strong><br />

effect;<br />

(e) Chair: means the chairperson of the <strong>Board</strong> of Directors <strong>and</strong> of the Corporation;<br />

the Vice-Chair means the vice-chairperson of the <strong>Board</strong> of Directors <strong>and</strong> Vice-<br />

Chair of the Corporation;<br />

(f) Committee: means any committee established by the <strong>Board</strong>;<br />

(g) Corporation: means <strong>KidsAbility</strong> Centre for Child Development Foundation<br />

incorporated as a corporation without share capital under Corporations Act by<br />

Letters Patent.<br />

(h) Corporations Act: means the Ontario Corporations Act, R.S.O. 1990 c.38, <strong>and</strong><br />

any statute which amends or is passed in substitution for that Act;<br />

(i) Corporations Act Definitions: All terms defined in the Corporations Act have the<br />

same meaning in this By-law <strong>and</strong> all other By-laws <strong>and</strong> resolutions of the<br />

Corporation;<br />

(j) Director: means a Director of the Corporation;<br />

(k) Headings: the headings used in this By-law are inserted for reference purposes<br />

only <strong>and</strong> are not to be considered or taken into account in interpreting the terms or<br />

BY-LAW NO. 1 (2011) KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION<br />

1


provisions hereof or to be construed in any way so as to clarify, modify, or<br />

explain the effect of any such terms or provisions.<br />

(l) <strong>KidsAbility</strong> Foundation: means <strong>KidsAbility</strong> Centre for Child Development<br />

Foundation which functions in support of <strong>KidsAbility</strong> Centre for Child<br />

Development whose head office is located within the Regional Municipality of<br />

Waterloo;<br />

(m) Letters Patent: means the Letters Patent <strong>and</strong> any Supplementary Letters Patent of<br />

the Corporation;<br />

(n) Member: means a person who is interested in advancing the objects of the<br />

Corporation, who is:<br />

(i) a member in good st<strong>and</strong>ing of the <strong>Board</strong> of Directors if any;<br />

(ii) the President of a Rotary Club chartered by Rotary International within the<br />

Regional Municipality of Waterloo or Wellington County supporting the<br />

Corporation;<br />

(iii) a life member of the Corporation; <strong>and</strong><br />

(iv) a person who has been nominated by the <strong>Board</strong> of Directors <strong>and</strong> who has<br />

been approved by the Members at an annual or other Special General<br />

Meeting of the Corporation;<br />

A Member may be a person or a corporation.<br />

(o) Officer: means an officer of the Corporation.<br />

(p) Special General Meeting: means a meeting of the Members other than an Annual<br />

General Meeting.<br />

(q) Special Resolution: means a resolution passed by the Directors <strong>and</strong> confirmed<br />

with or without variation by at least two-thirds of the votes cast at a general<br />

meeting of the Members of the Corporation duly called for that purpose, or, in<br />

lieu of such confirmation, by the consent of all of the Members.<br />

1.2 Interpretation<br />

In this By-law <strong>and</strong> in all other By-laws hereafter passed, unless the context otherwise<br />

requires, words importing the singular number or the masculine gender shall include the<br />

plural number or the feminine gender, as the case may be, <strong>and</strong> vice versa, <strong>and</strong> references<br />

to persons shall include individuals, firms <strong>and</strong> corporations. The division of these Bylaws<br />

into Articles <strong>and</strong> Sections <strong>and</strong> the insertion of headings are for convenience of<br />

reference only <strong>and</strong> shall not affect the construction or interpretation hereof.<br />

BY-LAW NO. 1 (2011) KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION<br />

2


ARTICLE 2<br />

HEAD OFFICE<br />

The current head office of the Corporation is located in the City of Waterloo, in the Province of<br />

Ontario.<br />

However, the Directors may, from time to time, determine the specific location of the Head<br />

Office to be in the Regional Municipality of Waterloo or the County of Wellington.<br />

ARTICLE 3<br />

SEAL<br />

The seal, an impression of which is stamped in the right<br />

margin hereof, shall be the corporate seal of the Corporation.<br />

4.1 Powers of the <strong>Board</strong> of Directors<br />

ARTICLE 4<br />

BOARD OF DIRECTORS<br />

(a) Except as set out in Section 4.1(b), the Directors may exercise the powers of the<br />

Corporation on its behalf. The powers of the Corporation are those that it may<br />

exercise under the Corporations Act, the Letters Patent, <strong>and</strong> otherwise at law.<br />

(b) The Directors may not exercise any power that they are restricted from exercising<br />

by a By-law of the Corporation, by the Members, or by law.<br />

(c) The powers which the Directors may exercise on behalf of the Corporation<br />

include but are not limited to the power to:<br />

(i) enter into contracts or agreements which the Corporation may lawfully<br />

enter into;<br />

(ii) execute documents, make financial <strong>and</strong> banking arrangements, <strong>and</strong><br />

authorize expenditures for the purpose of furthering the objects of the<br />

Foundation;<br />

(iii) purchase, lease or otherwise acquire, sell, exchange or otherwise dispose<br />

of real or personal property, securities or any rights or interests for such<br />

consideration <strong>and</strong> upon such terms <strong>and</strong> conditions as the board may<br />

consider advisable;<br />

BY-LAW NO. 1 (2011) KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION<br />

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(iv) take such steps as are necessary to enable the Corporation to acquire,<br />

accept, solicit, or receive legacies, gifts, grants, settlements, bequests,<br />

endowments, <strong>and</strong> donations of any kind whatsoever;<br />

(v) appoint agents <strong>and</strong> engage employees who shall have authority <strong>and</strong><br />

perform duties as shall be prescribed by the <strong>Board</strong>;<br />

(vi) borrow money on the credit of the Corporation; <strong>and</strong>;<br />

(vii) delegate the powers conferred on the <strong>Board</strong> to such Officer or Officers of<br />

the Corporation <strong>and</strong> to such extent <strong>and</strong> in such manner as the Directors<br />

shall determine.<br />

4.2 Decisions Made at <strong>Board</strong> of Directors Meetings<br />

The Directors may make decisions for the Corporation only at a meeting of the <strong>Board</strong> of<br />

Directors at which a quorum is present.<br />

4.3 Number of Directors<br />

The <strong>Board</strong> shall consist of a minimum of 9 <strong>and</strong> a maximum of 15 Directors elected by the<br />

Members.<br />

In addition, in order to carry out the mission of the Corporation, the Chair of the <strong>Board</strong> of<br />

<strong>KidsAbility</strong> Centre for Child Development shall be an ex officio member of the <strong>Board</strong> of<br />

Directors as shall such other individuals as the <strong>Board</strong> of Directors may from time to time<br />

determine.<br />

The Executive Director of the Corporation <strong>and</strong> the Chief Executive Officer of <strong>KidsAbility</strong><br />

Centre for Child Development shall serve as ex officio resource persons to the <strong>Board</strong> of<br />

Directors.<br />

4.4 Qualifications of Directors<br />

Each Director save for any ex officio Director shall:<br />

(a) be at least eighteen years of age;<br />

(b) be of sound mind;<br />

(c) not be an undischarged bankrupt;<br />

(d) have the power under law to contract<br />

(e) not hold a paid position with the Corporation;<br />

(f) not be a spouse, parent or sibling of a Director;<br />

BY-LAW NO. 1 (2011) KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION<br />

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(g) be a person committed to furthering the objects of the Corporation;<br />

(h) normally attend <strong>and</strong> contribute to the deliberations at a minimum of 70% of the<br />

meetings of the Directors<br />

4.5 Election of the <strong>Board</strong> of Directors<br />

(a) Election by the Members<br />

The Members of the Corporation shall elect the Directors.<br />

(b) When Election Held<br />

The election of the Directors shall be held annually at the Annual General<br />

Meeting of the Members.<br />

(c) Nominations<br />

(d) Method<br />

The Governance Committee shall prepare a recommended slate of persons for<br />

election as Directors for submission to the Annual General Meeting. In addition,<br />

Members may nominate persons for election as Directors. Nominations by two<br />

Members in good st<strong>and</strong>ing, consented to by the nominee, must be presented to<br />

the <strong>Board</strong> Secretary in writing at least 15 days prior to the Annual General<br />

Meeting.<br />

The election of the Directors may be by a show of h<strong>and</strong>s unless a Member<br />

dem<strong>and</strong>s that the election be held by secret ballot.<br />

4.6 Public Statements <strong>and</strong> Accountability<br />

(a) Unless the <strong>Board</strong> of Directors withholds such authority, the Chair, the Vice-Chair,<br />

in the absence of the Chair, <strong>and</strong> the Executive Director have the authority to make<br />

statements to the news media or to the public on any matters concerning the<br />

Corporation. No other persons shall have the authority to comment to the news<br />

media or to the public on any matters on behalf of the Corporation unless<br />

authorized or delegated by the Chair of the <strong>Board</strong> of Directors or by the Vice-<br />

Chair of the Corporation in the absence of the Chair.<br />

(b) Every Director, Officer, <strong>and</strong> employee of the Corporation shall respect the<br />

confidentiality of matters brought before the <strong>Board</strong> of Directors or before any<br />

Committee or any matter dealt with in the course of the employee’s employment<br />

in the Corporation <strong>and</strong> keep in mind that unauthorized statements could adversely<br />

affect the interests of the Corporation as well as of the <strong>KidsAbility</strong> Centre for<br />

Child Development.<br />

BY-LAW NO. 1 (2011) KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION<br />

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4.7 Directors’ Term of Office<br />

A Director, if otherwise qualified, is eligible for three consecutive full three-year terms or any<br />

combination of consecutive terms <strong>and</strong> part terms equalling a maximum of nine years, <strong>and</strong><br />

thereafter is not eligible for re-election until a minimum period of eleven months has elapsed<br />

from the date of retirement of such Director, except that the term of the Chair <strong>and</strong> Vice-Chair<br />

shall be extended if necessary <strong>and</strong> desirable for such period not exceeding three years as will<br />

permit progression through the successive terms of office. In order to comply with the Ontario<br />

Corporations Act, the entire <strong>Board</strong> of Directors shall be elected annually.<br />

4.8 Validity of Acts of Directors<br />

The acts of a Director are valid even if a defect in the Director’s appointment or qualification is<br />

discovered afterwards.<br />

4.9 Quorum<br />

The powers of the Directors may be exercised by resolution passed at a meeting of the <strong>Board</strong> at<br />

which a quorum is present. The presence of a majority of the number of Directors in office, from<br />

time to time, shall be necessary to constitute a quorum for the transaction of business at meetings<br />

of the <strong>Board</strong>. No business shall be transacted at any meeting of the <strong>Board</strong> unless a quorum is<br />

present at the commencement of <strong>and</strong> throughout the meeting. Where there is a vacancy on the<br />

<strong>Board</strong>, the remaining Directors may exercise all the powers of the <strong>Board</strong> so long as no less than<br />

two Directors are present at the meeting.<br />

4.10 Filling Vacancies on the <strong>Board</strong> of Directors<br />

(a) When there is a Quorum of Directors in Office<br />

Subject to the rights of the Members as set out in Section 4.13, if there is a<br />

quorum of Directors in office, those Directors remaining may fill any vacancy<br />

on the <strong>Board</strong> by passing a resolution appointing a new Director.<br />

(b) When there is not a Quorum of Directors in Office<br />

If there is not a quorum of Directors in office the remaining Directors in office<br />

shall forthwith call a Special General Meeting of the Members to fill the<br />

vacancies on the <strong>Board</strong>.<br />

BY-LAW NO. 1 (2011) KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION<br />

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4.11 Ceasing to be a Director<br />

A person ceases to be a Director of the Corporation upon:<br />

(a) death;<br />

(b) resignation;<br />

(c) removal in accordance with Section 4.13; or<br />

(d) failing to qualify in accordance with Section 4.5.<br />

4.12 Resignation of Directors<br />

A Director may resign from office by giving notice to the <strong>Board</strong> Secretary, or, in the Secretary’s<br />

absence, to any other Officer of the Corporation. A resignation is effective when received or<br />

when specified in the notice, if later.<br />

4.13 Removal of Directors<br />

A Director may be removed from office at a Special General Meeting of the Members when:<br />

(a) the Director fails to meet the qualifications of a Director of the Corporation as<br />

provided in Section 4.4;<br />

(b) notice has been given to the Members of :<br />

(i) the Special General Meeting, <strong>and</strong> of<br />

(ii) the intention to pass a resolution to remove the Director at that meeting;<br />

<strong>and</strong><br />

(c) a resolution to remove the Director, stating the reason(s) for removal, has been<br />

passed at the general meeting by at least two-thirds of the votes cast.<br />

Once a Director has been removed by the Members, the Members may elect any eligible person<br />

to fill the vacant place by a majority of the votes cast at the general meeting.<br />

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4.14 Committees<br />

The <strong>Board</strong> may from time to time constitute such committee or committees as it deems<br />

necessary, <strong>and</strong> for such purposes <strong>and</strong> with such powers as may be prescribed by the <strong>Board</strong>,<br />

whose members shall serve at the pleasure of the <strong>Board</strong>. Each such committee may formulate its<br />

own rules of procedure subject to such regulations <strong>and</strong>/or directions as the <strong>Board</strong> may from time<br />

to time make in respect thereof. The <strong>Board</strong> may fix any remuneration to be paid, if any, to<br />

members of any committee who are not duly-appointed Directors. Any member of any such<br />

committee shall be removable from such committee at any time at the discretion of the <strong>Board</strong>.<br />

4.15 St<strong>and</strong>ing Committees<br />

At its meeting immediately following the Annual General Meeting, the <strong>Board</strong> shall appoint<br />

Directors to serve on the following St<strong>and</strong>ing Committees of the <strong>Board</strong>: Governance Committee,<br />

Finance <strong>and</strong> Audit Committee <strong>and</strong> Investments Committee.<br />

4.16 Disb<strong>and</strong>ing<br />

The <strong>Board</strong> shall have the power to disb<strong>and</strong> any committee which it creates.<br />

4.17 Meetings of the <strong>Board</strong> of Directors<br />

(a) First Annual General Meeting of the <strong>Board</strong> of Directors<br />

The <strong>Board</strong> of Directors shall hold a <strong>Board</strong> meeting following each Annual<br />

General Meeting of the Members for the purpose of the election <strong>and</strong><br />

appointment of Officers <strong>and</strong> the transaction of any other business.<br />

(b) Regular Meetings of the <strong>Board</strong> of Directors<br />

The <strong>Board</strong> of Directors may designate days <strong>and</strong> times during the year for regular<br />

meetings of the <strong>Board</strong> of Directors.<br />

(c) Special General Meetings of the <strong>Board</strong> of Directors<br />

The <strong>Board</strong> of Directors may hold Special General Meetings other than the<br />

regular meetings.<br />

(d) Closed Meetings of the <strong>Board</strong> of Directors<br />

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The <strong>Board</strong> may from time to time conduct closed meetings to deal with matters<br />

of a sensitive or litigious nature (such as labour relations or personnel matters,<br />

client records, or case matters, contracts, acquisition or security of property). A<br />

closed meeting will include only Directors of the Corporation <strong>and</strong> such others as<br />

are specifically invited by the Chair of the <strong>Board</strong> on the advice of the Directors.<br />

Subject to the power of the <strong>Board</strong> as aforesaid, all meetings of the <strong>Board</strong> of<br />

Directors shall be open to Members of the Corporation.<br />

(e) Notice of Meetings of the <strong>Board</strong> of Directors<br />

(i) Regular Meetings:<br />

No further notice of regular meetings is required once the <strong>Board</strong> has<br />

passed a resolution stating the days <strong>and</strong> the times of regular meetings.<br />

(ii) Yearly <strong>and</strong> Special Meetings:<br />

Notice of all meetings of the <strong>Board</strong> of Directors must be given to all<br />

Directors by the Secretary or, in the Secretary’s absence, by the Chair or<br />

the Vice-Chair. The notice must include the date, time, <strong>and</strong> purpose of the<br />

meeting. The notice must be given at least ten days before the meeting.<br />

Notice shall be given by pre-paid delivery, telephone, telecopier or other<br />

means of recorded electronic communication to each Director<br />

(iii) No notice if All Present or Consent<br />

No formal notice of a meeting is necessary if all of the Directors are<br />

present at the meeting in person or by electronic participation <strong>and</strong> have<br />

waived notice or have formally consented to its being held in their<br />

absence.<br />

(iv) Errors or Accidental Omissions in Notice<br />

An error or accidental omission in the giving of notice for a meeting of the<br />

<strong>Board</strong> of Directors does not invalidate the meeting or any proceeding<br />

taken at it.<br />

(f) Place of Meetings of the <strong>Board</strong> of Directors<br />

Meetings of the <strong>Board</strong> of Directors shall be held where the Head Office of the<br />

Corporation is or at some other place in the Province of Ontario that is<br />

geographically or electronically accessable to all of the Directors.<br />

(g) Adjourned Meeting<br />

Any meeting of the <strong>Board</strong> may be adjourned to any time <strong>and</strong> from time to time<br />

<strong>and</strong> such business may be transacted at such adjourned meeting as might have<br />

been transacted at the original meeting from which such adjournment took place<br />

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<strong>and</strong> such adjournment may be made providing a quorum is present. Notice of<br />

the resumption of an adjourned meeting of the <strong>Board</strong> is not required if the time<br />

<strong>and</strong> place is announced at the original meeting.<br />

(h) Who May Call Meetings of the <strong>Board</strong> of Directors<br />

Any two Directors may call the meeting by requesting that the Secretary or, in<br />

the Secretary’s absence, the Chair or, in the absence of the Chair, the Vice-<br />

Chair, give notice of the meeting to the Directors.<br />

(i) Resolutions <strong>and</strong> Voting at Meetings of the <strong>Board</strong> of Directors<br />

The Directors present may vote on any resolution made at meetings of the<br />

<strong>Board</strong>; there is no provision for proxy votes.<br />

Resolutions are decided by a simple majority of votes. Each Director is<br />

authorized to exercise one vote on any specific issue except in the case of the<br />

Chair who is entitled to cast a second <strong>and</strong> deciding vote in the instance of a tie.<br />

Resolutions arising at any Directors’ meeting shall be determined by a show of<br />

h<strong>and</strong>s <strong>and</strong> shall be decided by a simple majority of votes.<br />

A statement by the Chair or an entry in the minutes of the meeting that a<br />

resolution has been passed is proof of that fact, without proof of the number of<br />

votes cast or of the proportion of the votes for or against any resolution.<br />

(j) Meetings by Teleconference<br />

If a majority of the Directors of the Corporation present or participating in the<br />

meeting consent thereto generally or in respect of a particular meeting, a Director<br />

may participate in a meeting of the <strong>Board</strong> or of a committee of the <strong>Board</strong> by<br />

means of conference telephone call that permits all persons participating in the<br />

meeting to communicate with each other simultaneously <strong>and</strong> instantaneously, <strong>and</strong><br />

a Director participating in the meeting by those means is deemed for the purposes<br />

of the Act to be present at the meeting. Any such consent shall be effective<br />

whether given before or after the meeting to which it relates. A quorum shall be<br />

established <strong>and</strong> votes shall be recorded by voice identification of each Director by<br />

a roll-call of Directors participating in the meeting.<br />

(k) Electronic Participation<br />

If a majority of the Directors consent, a meeting of Directors may be held by<br />

means of such telephone, electronic, or other communication facilities as permit<br />

all persons participating electronically in the meeting to communicate with each<br />

other simultaneously <strong>and</strong> instantaneously, <strong>and</strong> a Director participating in such<br />

meeting by such means is deemed to be present at that meeting by virtue of a<br />

formal roll call provided that the <strong>Board</strong> has passed a resolution addressing the<br />

mechanics of holding such a meeting, including how security issues should be<br />

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(l) Chair<br />

h<strong>and</strong>led <strong>and</strong> the procedure for establishing a quorum <strong>and</strong> recording votes <strong>and</strong><br />

provided further that a majority of the Directors have consented to meeting by<br />

electronic means.<br />

The Chair or, in the absence of the Chair, the Vice-Chair, shall be the chairperson<br />

of the meeting. If no such Officer is present, the Directors may choose a Director<br />

from those present to act as Chair.<br />

4.18 Remuneration of Directors<br />

Directors will not be paid for their duties <strong>and</strong> no Director shall directly or indirectly receive any<br />

profit from the Director’s position as such; however, Directors may be reimbursed for reasonable<br />

expenses incurred by them in the performance of their duties.<br />

4.19 Declaration of Interest<br />

It shall be the duty of every Director of the Corporation who is in any way, whether directly or<br />

indirectly, interested in a contract or arrangement or proposed contract or arrangement with the<br />

Corporation to declare such interest <strong>and</strong> to refrain from voting thereon in accordance with the<br />

Act <strong>and</strong> Article 11 of this By-Law<br />

4.20 Legal Responsibilities of Directors<br />

Every Director of the Corporation when exercising the powers <strong>and</strong> discharging the duties of a<br />

Director must:<br />

(a) act honestly, in good faith, <strong>and</strong> in the best interest of the Corporation;<br />

(b) carry out the duties as would a reasonable person in similar circumstances; <strong>and</strong><br />

(c) comply with the Corporations Act, its regulations, any amendments to the Act or<br />

its regulations, all other applicable laws, the Letters Patent, <strong>and</strong> the By-Laws of<br />

the Corporation.<br />

4.21 For the Protection of Directors <strong>and</strong> Officers<br />

Except as otherwise provided in the Corporations Act, no Director or Officer for the time being<br />

of the Corporation shall be liable for the acts, receipts, omissions, or defaults of any other<br />

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Director or Officer or employee or for any loss, damage, or expense happening to the<br />

Corporation through the insufficiency or deficiency of title to any property acquired by the<br />

Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any<br />

security in or upon which any of the moneys of or belonging to the Corporation shall be placed<br />

out or invested or for any loss or damage arising from the bankruptcy, insolvency, or tortious act<br />

of any person including any person with whom any moneys, securities, or effects shall be lodged<br />

or deposited or for any loss, conversion, misapplication, or misappropriation of or any damage<br />

resulting from any dealings with any moneys, securities, or other assets belonging to the<br />

Corporation or for any other loss, damage, or misfortune whatever which may happen in the<br />

execution of the duties of the Director’s or Officer’s respective office or trust or in relation<br />

thereto unless the same shall happen by or through the Director’s or Officer’s own willful<br />

neglect or default.<br />

4.22 Indemnities to Directors <strong>and</strong> Officers<br />

Every Director or Officer of the Corporation or other person who has undertaken or is about to<br />

undertake any liability on behalf of the Corporation <strong>and</strong> their heirs, executors, <strong>and</strong><br />

administrators, <strong>and</strong> estate <strong>and</strong> effects, respectively, shall from time to time <strong>and</strong> at all times, be<br />

indemnified <strong>and</strong> saved harmless by the Corporation, from <strong>and</strong> against:<br />

(a) all costs, charges, <strong>and</strong> expenses whatsoever which such Director, Officer, or other<br />

person sustains or incurs in or about any action, suit, or proceeding that is<br />

brought, commenced, or prosecuted against the Director, Officer, or other person<br />

for or in respect of any act, deed, matter or thing whatever, made, done, or<br />

permitted by them, in or about the execution of the duties of such office or in<br />

respect of any such liability; <strong>and</strong><br />

(b) all other costs, charges, <strong>and</strong> expenses which the Director, Officer, or other person<br />

sustains or incurs in or about or in relation to the affairs of the Corporation;<br />

except such costs, charges, or expenses as are occasioned by their own willful neglect or default.<br />

The Corporation shall also indemnify any such person in such other circumstances as the<br />

Corporations Act or law permits or requires. Nothing in this By-law shall limit the right of any<br />

person entitled to indemnity to claim indemnity apart from the provisions of this By-law to the<br />

extent permitted by the Corporations Act or law<br />

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the<br />

Corporation in advance of the final disposition of the action, suit, or proceeding as authorized by<br />

the <strong>Board</strong> in the specific case upon receipt of an undertaking by or on behalf of the Director,<br />

officer, employee or agent to repay such amount unless it shall ultimately be determined that<br />

such person is entitled to be indemnified by the Corporation.<br />

The <strong>Board</strong> may purchase such Directors’ <strong>and</strong> Officers’ insurance or any other insurance as it<br />

deems necessary or advisable to be paid for out of the funds of the Corporation.<br />

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5.1 Officers<br />

ARTICLE 5<br />

OFFICERS<br />

The Officers of the Corporation are the Chair of the <strong>Board</strong> who shall act as both the Chair <strong>and</strong><br />

President, the Vice-Chair, the Secretary, Treasurer, Past-Chair, <strong>and</strong> such other Officers as the<br />

<strong>Board</strong> may from time to time determine.<br />

5.2 Election or Appointment of Officers<br />

(a) Qualifications<br />

(b) Election<br />

All Officers shall be both Directors <strong>and</strong> Members of The Corporation.<br />

The Directors shall elect a Chair of the <strong>Board</strong> of the Corporation from among<br />

themselves within the meaning of the Corporations Act.<br />

The Chair shall serve for a term as Past-Chair following the expiration of his or<br />

her term as Chair.<br />

The Directors shall elect the Vice-Chair, Treasurer, Secretary, <strong>and</strong> any other<br />

Officer from amongst themselves.<br />

(c) When Election Held<br />

The election of Officers shall be held at the first meeting of the Directors<br />

following the meeting at which the Directors were elected.<br />

5.3 Validity of Acts of Officers<br />

The acts of an Officer are valid even if a defect in the Officer’s appointment or qualification is<br />

discovered afterwards.<br />

5.4 Officers’ Term of Office<br />

Officers shall be appointed by the <strong>Board</strong> for a two-year renewable term.<br />

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5.5 Duties of Officers<br />

(a) Chair<br />

The Chair shall:<br />

(i) when present <strong>and</strong> able, chair all meetings of the <strong>Board</strong> of Directors <strong>and</strong> all<br />

meetings of the Members;<br />

(ii) sign all documents requiring the signature of the Chair or President;<br />

(iii) ensure that the minutes are an accurate reflection of the meetings by<br />

signing them when approved;<br />

(iv) perform any other duties assigned by the <strong>Board</strong>.<br />

(b) Secretary<br />

The Secretary shall:<br />

(i) give any notice required to be given of meetings of the <strong>Board</strong> of Directors<br />

<strong>and</strong> of the Members;<br />

(ii) attend all meetings of the <strong>Board</strong> of Directors <strong>and</strong> the Members, <strong>and</strong> ensure<br />

that all facts <strong>and</strong> minutes of those meetings are recorded in books kept for<br />

that purpose;<br />

(iii) keep <strong>and</strong> maintain the following documents:<br />

(A) a copy of the Letters Patent, <strong>and</strong> any memor<strong>and</strong>um of agreement;<br />

(B) all By-laws, Resolutions, <strong>and</strong> Special Resolutions;<br />

(C) a register of Directors setting out the names <strong>and</strong> addresses <strong>and</strong><br />

occupations of all persons who are or have been Directors, <strong>and</strong> the<br />

dates they became <strong>and</strong> ceased to be Directors;<br />

(D) a register of Members setting out the names <strong>and</strong> addresses of all<br />

Members during the preceding 10 years;<br />

(iv) be custodian of the Corporate Seal, <strong>and</strong> of all books, records,<br />

correspondence, <strong>and</strong> documents of the Corporation;<br />

(v) receive any Director’s resignation; <strong>and</strong><br />

(vi) perform any other duties assigned by the <strong>Board</strong>.<br />

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(c) Vice-Chair<br />

The Vice-Chair shall:<br />

(i) perform the Chair’s duties when the Chair is absent or unable to perform<br />

them; <strong>and</strong>,<br />

(ii) perform any other duties assigned by the <strong>Board</strong>.<br />

(d) Treasurer<br />

The Treasurer shall:<br />

(i) ensure that proper books of account <strong>and</strong> accounting records are maintained<br />

for all financial <strong>and</strong> other transactions of the Corporation ensuring their<br />

compliance with Canada Revenue Agency requirements, including records<br />

of:<br />

(A) money received or paid by the Corporation <strong>and</strong> the matter to which<br />

the receipt or payment relates;<br />

(B) sales <strong>and</strong> purchases effected by the Corporation;<br />

(C) assets <strong>and</strong> liabilities of the Corporation; <strong>and</strong><br />

(D) any transactions affecting the financial position of the Corporation;<br />

(ii) perform any other duties assigned by the <strong>Board</strong>, but in every case shall<br />

liaise with <strong>and</strong> co-ordinate reporting with the Executive Director or<br />

appropriate member of staff of the Corporation.<br />

(e) Past-Chair<br />

The Past-Chair shall:<br />

(i) perform any duties assigned by the Chair; <strong>and</strong><br />

(ii) perform any other duties assigned by the <strong>Board</strong> <strong>and</strong> serve as Chair of the Council<br />

of Advisors.<br />

(f) Executive Director<br />

The <strong>Board</strong> of Directors shall appoint an Executive Director <strong>and</strong> will delegate to that person the<br />

power to manage <strong>and</strong> direct the business affairs of the Corporation (but not such matters <strong>and</strong><br />

duties as may not by law be delegated by the <strong>Board</strong> of Directors) <strong>and</strong> to employ <strong>and</strong> discharge<br />

agents <strong>and</strong> employees of the Corporation. The Executive Director shall comply with all lawful<br />

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equirements of the <strong>Board</strong> of Directors <strong>and</strong> shall, as reasonably requested, give to the Directors<br />

or any of them all information they may desire regarding the affairs of the Corporation.<br />

5.6 Ceasing to be an Officer<br />

A person ceases to be an Officer of the Corporation upon:<br />

(i) death;<br />

(ii) the election or appointment of a successor to the office of that Officer;<br />

(iii) ceasing to be a Director<br />

(iv) resignation; or<br />

(v) removal by the <strong>Board</strong> of Directors at a meeting called for that purpose.<br />

(a) Resignation of Officers<br />

An Officer may resign from office by giving notice of resignation to the<br />

Secretary or, in the Secretary’s absence, to any other Officer. A resignation is<br />

effective when so received or when specified in the notice, if later.<br />

(b) Removal of Officer<br />

An Officer may be removed from office before the Officer’s term expires for<br />

failure or inability to perform the duties of the office, or for failure to meet the<br />

qualifications of the office.<br />

An Officer may be removed from office by a resolution passed for that purpose<br />

at a meeting of the Directors.<br />

5.7 Filling a Vacant Office<br />

Where an Officer’s position becomes vacant, the Directors may appoint a replacement to serve<br />

for the unexpired portion of the term.<br />

5.8 Remuneration<br />

Officers will not be paid for their duties <strong>and</strong> no Officer shall directly or indirectly receive any<br />

profit from the Officer’s position as such; however, Officers may be reimbursed for reasonable<br />

expenses incurred by them in the performance of their duties.<br />

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6.1 Membership<br />

ARTICLE 6<br />

MEMBERS OF THE CORPORATION<br />

The Members of the Corporation shall be those individuals who fall within the definition of<br />

Member in Section 1.1(m).<br />

6.2 Life Members of the Corporation<br />

Members may at an Annual General Meeting elect one or more Life Members of the<br />

Corporation, each of whom shall thereafter hold membership for the duration of his or her<br />

lifetime.<br />

6.3 Termination of Membership<br />

A membership terminates:<br />

(a) on the death of the Member;<br />

(b) when notice of the Member’s resignation has been given to the Secretary;<br />

(c) when the Member fails to pay any required membership fee within 30 days of<br />

request for payment; or<br />

(d) when such person ceases to occupy the position qualifying such person for<br />

membership.<br />

Each Member in good st<strong>and</strong>ing shall be entitled to one vote on each resolution arising at any<br />

Special General Meetings or general meeting of the Members.<br />

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7.1 Annual General Meeting<br />

ARTICLE 7<br />

MEETINGS OF MEMBERS<br />

The Annual General Meeting of the Members of the Corporation will take place in the Regional<br />

Municipality of Waterloo or the County of Wellington at the call of the <strong>Board</strong> of Directors, but<br />

no later than six months after the end of each fiscal year. Business transacted at the Annual<br />

General Meeting will include:<br />

(a) electing new Members;<br />

(b) electing Life Members;<br />

(c) electing Directors;<br />

(d) receiving reports of the auditor <strong>and</strong> any other person that the Directors have<br />

required to make a report;<br />

(e) appointing the auditor <strong>and</strong> fixing the auditor’s remuneration for the coming year;<br />

(f) adopting or amending the By-laws of the Foundation;<br />

(g) addressing any other matters properly brought before the meeting.<br />

7.2 Special General Meeting<br />

The Directors may call a Special General Meeting of the Members to be held in the Regional<br />

Municipality of Waterloo or the County of Wellington to address any issue of possible relevance<br />

to The Corporation. The general nature of the issue must be stated in the notice of the meeting.<br />

The Directors shall call a general meeting of Members on the written requisition of at least onequarter<br />

of the Members.<br />

7.3 Notice of Meetings of Members<br />

Notice of a meeting of the Members shall:<br />

(a) be given to all Members who, at the close of business on the record date for notice<br />

or, if no record date for notice is fixed, at the close of business on the day<br />

preceding the day on which notice is given, is entered in the register of Members<br />

are entitled to notice of the meeting;<br />

(b) be given to each member individually by courier, mail, facsimile, or other<br />

electronic communication, ten or more days prior to the date of the meeting; <strong>and</strong>,<br />

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(c) include the date, time, <strong>and</strong> place of the meeting, <strong>and</strong> the general nature of the<br />

matters to be dealt with.<br />

7.4 Quorum of Members<br />

A quorum for the transaction of business at any meeting of the Members shall consist of a<br />

minimum of eight (8) Members present in person or by proxy.<br />

7.5 Resolutions <strong>and</strong> Voting<br />

(a) Votes at meetings of the Members may be given either personally or by proxy or<br />

in the case of a Member who is a body corporate or association, by an individual<br />

authorized by a resolution of the <strong>Board</strong> or governing body of the body corporate<br />

or association to represent it at meetings of Members of the Corporation. At every<br />

meeting of Members, every Member <strong>and</strong> person appointed by proxy to represent a<br />

Member <strong>and</strong> any individual so authorized to represent a Member who is a body<br />

corporate or association shall have one vote.<br />

(b) At any meeting of the Members, every question shall, unless otherwise required<br />

by the Act, the Letters Patent or By-laws or otherwise by law, be determined by<br />

the majority of the votes duly cast on the question.<br />

(c) Any question at a meeting of Members shall be decided by a show of h<strong>and</strong>s<br />

unless:<br />

(i) prior to a show of h<strong>and</strong>s, a majority of the Members present <strong>and</strong> entitled to<br />

vote resolve to vote on the matter by secret ballot, in which case the chair<br />

of the meeting shall distribute <strong>and</strong> collect ballots for such purpose <strong>and</strong> the<br />

result of the vote by secret ballot shall be the decision of the Members<br />

upon the said question;<br />

(ii) after a show of h<strong>and</strong>s, a poll thereon is required or dem<strong>and</strong>ed by the chair<br />

of the meeting or any person entitled to vote on the question in which case<br />

the procedures set forth hereinafter shall be followed.<br />

(d) Whenever a vote by secret ballot or show of h<strong>and</strong>s shall have been taken upon a<br />

question, (unless in the latter case a poll thereon is so required or dem<strong>and</strong>ed), a<br />

declaration by the chair of the meeting that the vote upon the question has been<br />

carried or carried by a particular majority or not carried <strong>and</strong> an entry to that effect<br />

in the minutes of the meeting shall be prima facie evidence of the fact without<br />

proof of the number or proportion of the votes recorded in favour of or against<br />

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any resolution or other proceeding in respect of the said question, <strong>and</strong> the result of<br />

the vote so taken shall be the decision of the Members upon the said question.<br />

(e) If a poll is required or dem<strong>and</strong>ed, the poll shall be taken in such manner as the<br />

chair of the meeting shall direct. A dem<strong>and</strong> for a poll may be withdrawn at any<br />

time prior to the taking of the poll. The result of the poll shall be the decision of<br />

the Members upon the said question.<br />

(f) In the case of an equality of votes at any meeting of Members, either upon a show<br />

of h<strong>and</strong>s or upon a poll, the chair of the meeting shall not have a second or casting<br />

vote.<br />

7.6 Waiver of Notice<br />

A Member may waive notice of a meeting of Members <strong>and</strong> attendance of a Member at a meeting<br />

of Members shall be a waiver of notice except where the Member attends for the express purpose<br />

of objecting to the transaction of business on the ground that the meeting is not lawfully called.<br />

7.7 Proxies<br />

Votes at meetings of the Members may be given either personally or by proxy or, in the case of a<br />

Member which is a body corporate or association, by an individual authorized by a resolution of<br />

the <strong>Board</strong> of Directors or governing body of the body corporate or association to represent it at<br />

meetings of Members. At every meeting at which a Member is entitled to vote, every voting<br />

Member who is present in person, every person appointed by proxy to represent a voting<br />

Member, <strong>and</strong> every individual who is present in person <strong>and</strong> properly authorized to represent a<br />

voting Member shall have one vote on a show of h<strong>and</strong>s. Upon a poll <strong>and</strong> subject to the<br />

provisions, if any, of the Letters Patent, every Member who is entitled to vote at the meeting <strong>and</strong><br />

who is present in person or represented by an individual properly authorized shall have one vote<br />

<strong>and</strong> every person appointed by proxy shall have one vote for each Member who is entitled to<br />

vote at the meeting <strong>and</strong> who is represented by such proxyholder. Proxyholders who are not dulyappointed<br />

Members are not entitled to participate in the deliberations of the meeting.<br />

A proxy shall be executed by the Member or the Member’s attorney authorized in writing or, if<br />

the Member is a body corporate or association, by an officer or attorney thereof duly authorized.<br />

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7.8 Adjournment<br />

Any meeting of Members may be adjourned to any time. Any issues to be dealt with at a<br />

meeting can be dealt with at an adjourned meeting.<br />

8.1 Generally<br />

ARTICLE 8<br />

EXECUTION OF DOCUMENTS<br />

Subject to any other provisions elsewhere in the By-laws or the Letters Patent, documents to be<br />

signed by the Corporation may be signed on its behalf by any two Officers.<br />

The <strong>Board</strong> may by resolution appoint any person to sign documents generally or to sign specific<br />

documents on behalf of the Corporation.<br />

8.2 Books <strong>and</strong> Records<br />

The <strong>Board</strong> shall see that all necessary books <strong>and</strong> records of the Corporation, as required by law<br />

<strong>and</strong> by the By-laws, are regularly <strong>and</strong> properly kept.<br />

ARTICLE 9<br />

CONTRACTS<br />

Deeds, transfers, assignments, contracts, obligations, certificates <strong>and</strong> other documents<br />

(collectively, “instruments”), may be signed on behalf of the Corporation by any two Directors<br />

or officers of the Corporation or one Director or officer of the Corporation <strong>and</strong> one authorized<br />

employee, <strong>and</strong> all instruments so signed shall be binding upon the Corporation without any<br />

further authorization or formality. In addition, the <strong>Board</strong> may from time to time direct by<br />

resolution the manner in which <strong>and</strong> the person or persons by whom any particular instrument or<br />

class of instruments may or shall be signed. Any signing officer may affix the corporate seal<br />

thereto.<br />

10.1 Authorized Persons<br />

ARTICLE 10<br />

BANKING<br />

The persons authorized by a resolution of the <strong>Board</strong> of Directors shall carry out the banking<br />

transactions for the Corporation.<br />

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10.2 Financial Institution<br />

The banking shall be conducted at the bank, trust company, or credit union approved by<br />

resolution of the <strong>Board</strong>.<br />

10.3 Authorized Activities<br />

The persons authorized to complete the banking are authorized to:<br />

(a) set up <strong>and</strong> operate accounts or make other banking arrangements as necessary;<br />

(b) execute any arrangements with the financial institution to facilitate the banking<br />

arrangements;<br />

(c) deposit into the account of the Corporation all money <strong>and</strong> cheques <strong>and</strong> negotiable<br />

instruments payable to the Corporation;<br />

(d) issue receipts for property received by the Corporation;<br />

(e) make <strong>and</strong> sign cheques on behalf of the Corporation; <strong>and</strong><br />

(f) conduct other activities authorized by resolution of the <strong>Board</strong>.<br />

11.1 Definitions<br />

For the purposes of this Article 11:<br />

ARTICLE 11<br />

DECLARATION OF INTEREST<br />

� two persons are partners if they have lived together for at least one year <strong>and</strong> have a<br />

conjugal relationship; <strong>and</strong><br />

� two persons are relatives if they are related by blood, marriage or adoption.<br />

11.2 Interest in a Contract or Transaction<br />

A Director who has an interest, directly or indirectly, in any contract, transaction, proposed<br />

contract or proposed transaction under consideration by the <strong>Board</strong>, or a Director who has<br />

knowledge that his or her partner or a relative has an interest, directly or indirectly, in any<br />

contract, transaction, proposed contract or proposed transaction under consideration by the <strong>Board</strong><br />

shall:<br />

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(a) declare to the <strong>Board</strong> the nature <strong>and</strong> extent of the interest as soon as possible <strong>and</strong><br />

not later than the meeting at which the matter is to be considered;<br />

(b) refrain from taking part in any discussion or vote related to the matter; <strong>and</strong><br />

(c) withdraw from the meeting when the matter is being discussed if required to do so<br />

by a majority of Directors present at the meeting, or if the Director in his or her<br />

discretion wishes to do so.<br />

11.3 Effect of Disclosure<br />

A Director who has declared his or her interest in a contract or transaction or a proposed contract<br />

or transaction <strong>and</strong> who has not voted in respect thereof, shall not be accountable to the<br />

Corporation, or its creditors, for any profit realized from the contract <strong>and</strong> the contract is not<br />

voidable by reason only of such Director holding that office or of the fiduciary relationship<br />

established thereby.<br />

11.4 Failure to Declare<br />

Where the <strong>Board</strong> is of the opinion that a conflict of interest exists that has not been declared, the<br />

<strong>Board</strong> may declare, by a resolution carried by two-thirds of the Directors present at the meeting,<br />

that a conflict of interest exists <strong>and</strong> in each such case the provisions of Section 11.2(b) <strong>and</strong><br />

11.2(c) shall apply as if the Director had declared the interest.<br />

ARTICLE 12<br />

KIDSABILITY FOUNDATION ADVISORY COUNCIL<br />

12.1 <strong>KidsAbility</strong> Foundation Advisory Council<br />

There may be a Council of Advisors of the Corporation to be known as <strong>KidsAbility</strong> Foundation<br />

Advisory Council who shall be composed of a number of individuals who will be proposed by<br />

the Nominating Committee to the <strong>Board</strong> of Directors for election in accordance with guidelines<br />

approved by the <strong>Board</strong> of Directors, who shall be elected to the Advisory Council by the <strong>Board</strong><br />

of Directors of the Corporation. Present Directors of the Corporation <strong>and</strong> Committee Members<br />

may be elected as Members of the Advisory Council.<br />

12.2 Duties of Members of Advisory Council<br />

Members of the Advisory Council should consult with, advise, <strong>and</strong> make recommendations from<br />

time to time to the <strong>Board</strong> of Directors on matters of policy which may from time to time arise,<br />

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<strong>and</strong> without restricting the generality of the foregoing, the Members of the Advisory Council<br />

may:<br />

(a) participate actively in fulfilling the Corporation’s objectives, as for example<br />

serving as a member of an approved st<strong>and</strong>ing committee of the <strong>Board</strong> of<br />

Directors, or on an approved Advisory or Service Committee, or as a member of<br />

the Corporation’s Fundraising team, <strong>and</strong>/or attending regularly-scheduled<br />

Directors’ Meetings in an advisory capacity;<br />

(b) advise the Directors individually <strong>and</strong>/or collectively;<br />

(c) bring a greater diversity to the deliberation of the Directors;<br />

(d) be an advocate for <strong>KidsAbility</strong> within the greater community;<br />

(e) contribute fiscally <strong>and</strong> assist in the solicitation of philanthropic gifts.<br />

Advice of the Advisory Council will be sought by the <strong>Board</strong> at scheduled meetings <strong>and</strong> where<br />

specific expertise exists <strong>and</strong> is required.<br />

12.3 Vacancies, Advisory Council<br />

Vacancies on the Advisory Council may be filled by the <strong>Board</strong> of Directors on the<br />

recommendation of the Nominating Committee.<br />

13.1 Service<br />

ARTICLE 13<br />

NOTICES<br />

Any notice or other document required by the Corporations Act, the Regulations made under the<br />

Corporations Act, the Letters Patent, or the By-laws to be sent to any Member or Director or to<br />

the auditor shall be delivered personally or sent by prepaid mail or sent by any electronic means<br />

of sending messages, including facsimile transmission, which produces a paper record to any<br />

such Member or Director at their latest address as shown in the records of the Corporation <strong>and</strong> to<br />

the auditor at its business address, or if no address be given therein then to the last address of<br />

such Member or Director known to the Secretary, provided always that notice may be waived or<br />

the time for the notice may be waived or abridged at any time with the consent in writing of the<br />

person entitled to such notice.<br />

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13.2 Computation of Time<br />

Where a given number of days’ notice or notice extending over a period is required to be given<br />

under the By-laws or Letters Patent of the Corporation the day of service or posting of the notice<br />

shall not, unless it is otherwise provided, be counted in such number of days or other period.<br />

13.3 Undelivered Notices<br />

If any notice given to a Member pursuant to Section 12.1 hereof is returned on two consecutive<br />

occasions because such Member cannot be found, the Corporation shall not be required to give<br />

any further notice to such Member until such Member informs the Corporation in writing of such<br />

Member’s new address.<br />

13.4 Proof of Service<br />

With respect to every notice or other document sent by post it shall be sufficient to prove that the<br />

envelope or wrapper containing the notice or other document was properly addressed <strong>and</strong> put<br />

into a post office or into a letter box. A certificate of an Officer of the Corporation in office at<br />

the time of the making of the certificate as to facts in relation to the sending or delivery of any<br />

notice or other document to any Member, Director, Officer, or auditor or publication of any<br />

notice or other document shall be conclusive evidence thereof <strong>and</strong> shall be binding on every<br />

Member, Director, Officer, or auditor of the Corporation, as the case may be.<br />

13.5 Waiver of Notice<br />

Any Member, Director, officer or auditor may waive any notice required to be given to such<br />

Member under any provision of the Act, the Letters Patent, these By-laws or otherwise <strong>and</strong> such<br />

waiver, whether given before or after the meeting or other event of which notice is required to be<br />

given, shall cure any default in giving such notice.<br />

ARTICLE 14<br />

AUDITOR<br />

The Members shall at each Annual General Meeting appoint an auditor to audit the accounts of<br />

the Corporation for report to Members who shall hold office until the next following Annual<br />

General Meeting <strong>and</strong> a report thereon shall be provided to the Members at such meeting,<br />

provided, however, that the Directors may fill any casual vacancy in the office of the auditor. If<br />

an appointment is not so made, the auditor in office must continue until a successor is appointed.<br />

The remuneration of the auditor shall be fixed by the Members or the Directors if they are<br />

authorized to do so by the Members <strong>and</strong> the remuneration of an auditor appointed by the<br />

Directors shall be fixed by the Directors.<br />

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The Members may by resolution passed by at least two-thirds of the votes cast at a general<br />

meeting of which notice of intention to pass the resolution has been given, remove any auditor<br />

before the expiration of the auditor’s term of office <strong>and</strong> shall by a majority of the votes cast at<br />

that meeting appoint another auditor in such auditor’s stead for the remainder of the term.<br />

No Director, officer or employee of the Corporation may be appointed as auditor.<br />

ARTICLE 15<br />

FINANCIAL YEAR<br />

The fiscal year of the Corporation shall end on March 31st of each calendar year unless the<br />

<strong>Board</strong> changes it by resolution.<br />

16.1 Passing<br />

ARTICLE 16<br />

BY-LAWS<br />

A By-law <strong>and</strong> an amendment, a repeal, or a re-enactment of a By-law must be:<br />

(a) passed by a resolution of the <strong>Board</strong>; <strong>and</strong>,<br />

(b) confirmed at a general meeting of the Members called for the purpose of<br />

considering the By-law.<br />

16.2 When Effective<br />

A By-law <strong>and</strong> an amendment, a repeal, or a re-enactment of a By-law is effective:<br />

(a) when passed <strong>and</strong> confirmed; <strong>and</strong><br />

(b) until the next Annual General Meeting of the Members if passed by the <strong>Board</strong> but<br />

not confirmed by the Members at a general meeting.<br />

16.3 Members’ Powers<br />

The Members at a general meeting or at the Annual General Meeting may confirm, reject,<br />

amend, or otherwise deal with any By-law passed by the Directors <strong>and</strong> submitted to the Members<br />

for confirmation.<br />

No acts done or rights acquired under a By-law are prejudicially affected by the rejection,<br />

amendment, or other dealing with the By-law by the Members.<br />

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ARTICLE 17<br />

REPEAL<br />

By-law No. 1 (2009) of the Corporation is hereby repealed as of the coming into force of this bylaw.<br />

The repeal shall not affect the validity of any act done or right, privilege, obligation, or<br />

liability acquired or incurred under, or the validity of any contract or agreement made pursuant<br />

to, or the validity of any articles (as defined in the Act) or predecessor charter documents of the<br />

Corporation obtained pursuant to any such by-law before its repeal. All officers <strong>and</strong> persons<br />

acting under the by-law so repealed shall continue to act as if appointed under the provision of<br />

this by-law <strong>and</strong> all resolutions of the Members or the <strong>Board</strong> or the committee of the <strong>Board</strong> with<br />

continuing effect passed under any repealed by-law shall continue to be good <strong>and</strong> valid except to<br />

the extent inconsistent with this by-law <strong>and</strong> until amended or repealed.<br />

ARTICLE 18<br />

DISSOLUTION<br />

Upon the dissolution of the Foundation <strong>and</strong> after payment of all debts <strong>and</strong> liabilities, the<br />

remaining property shall be distributed or disposed of to <strong>KidsAbility</strong> Centre for Child<br />

Development (a registered charity) to be used for the provision of services in a manner consistent<br />

with the stated vision of the Centre <strong>and</strong> the Foundation’s formal agreements with its donors.<br />

Should <strong>KidsAbility</strong> Centre for Child Development cease to exist prior to the dissolution of the<br />

Foundation, the remaining property shall be distributed to such other registered charity or<br />

charities that is or are determined by the <strong>Board</strong> of the Foundation as having a vision consistent<br />

with the vision of <strong>KidsAbility</strong> Centre for Child Development to be used for the provision of<br />

services in a manner consistent with that vision <strong>and</strong> the Foundation’s formal agreements with its<br />

donors.<br />

ARTICLE 19<br />

EFFECTIVE DATE<br />

This by-law shall be effective on the date it is approved by the <strong>Board</strong>, until the next Annual<br />

General Meeting <strong>and</strong> thereafter only when confirmed by the Members in accordance with the<br />

Act.<br />

Chair Secretary<br />

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Date:<br />

BY-LAW NO. 1 (2011) KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION<br />

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ARTICLE 1 GENERAL..................................................................................................................1<br />

1.1 Definitions..................................................................................................................1<br />

1.2 Interpretation ..............................................................................................................2<br />

In this By-law <strong>and</strong> in all other By-laws hereafter passed, unless the context otherwise<br />

requires, words importing the singular number or the masculine gender shall include the<br />

plural number or the feminine gender, as the case may be, <strong>and</strong> vice versa, <strong>and</strong> references<br />

to persons shall include individuals, firms <strong>and</strong> corporations. The division of these Bylaws<br />

into Articles <strong>and</strong> Sections <strong>and</strong> the insertion of headings are for convenience of<br />

reference only <strong>and</strong> shall not affect the construction or interpretation hereof. .....................2<br />

ARTICLE 2 HEAD OFFICE...........................................................................................................3<br />

ARTICLE 3 SEAL...........................................................................................................................3<br />

The seal, an impression of which is stamped in the right margin hereof, shall be the<br />

corporate seal of the Corporation.........................................................................................3<br />

ARTICLE 4......................................................................................................................................3<br />

BOARD OF DIRECTORS ..............................................................................................................3<br />

4.1 Powers of the <strong>Board</strong> of Directors...............................................................................3<br />

4.2 Decisions Made at <strong>Board</strong> of Directors Meetings .......................................................4<br />

4.3 Number of Directors...................................................................................................4<br />

4.4 Qualifications of Directors .........................................................................................4<br />

4.5 Election of the <strong>Board</strong> of Directors .............................................................................5<br />

4.6 Public Statements <strong>and</strong> Accountability........................................................................5<br />

4.7 Directors’ Term of Office ..........................................................................................6<br />

4.8 Validity of Acts of Directors......................................................................................6<br />

4.9 Quorum.......................................................................................................................6<br />

The powers of the Directors may be exercised by resolution passed at a meeting of the<br />

<strong>Board</strong> at which a quorum is present. The presence of a majority of the number of<br />

Directors in office, from time to time, shall be necessary to constitute a quorum for the<br />

transaction of business at meetings of the <strong>Board</strong>. No business shall be transacted at any<br />

meeting of the <strong>Board</strong> unless a quorum is present at the commencement of <strong>and</strong> throughout<br />

the meeting. Where there is a vacancy on the <strong>Board</strong>, the remaining Directors may<br />

exercise all the powers of the <strong>Board</strong> so long as no less than two Directors are present at<br />

the meeting...........................................................................................................................6<br />

4.10 Filling Vacancies on the <strong>Board</strong> of Directors..............................................................6<br />

4.11 Ceasing to be a Director .............................................................................................7<br />

4.12 Resignation of Directors.............................................................................................7<br />

4.13 Removal of Directors .................................................................................................7<br />

4.14 Committees.................................................................................................................8<br />

4.15 St<strong>and</strong>ing Committees .................................................................................................8<br />

4.16 Disb<strong>and</strong>ing .................................................................................................................8<br />

4.17 Meetings of the <strong>Board</strong> of Directors............................................................................8<br />

If a majority of the Directors of the Corporation present or participating in the meeting<br />

consent thereto generally or in respect of a particular meeting, a Director may participate<br />

in a meeting of the <strong>Board</strong> or of a committee of the <strong>Board</strong> by means of conference<br />

telephone call that permits all persons participating in the meeting to communicate with<br />

each other simultaneously <strong>and</strong> instantaneously, <strong>and</strong> a Director participating in the<br />

meeting by those means is deemed for the purposes of the Act to be present at the


meeting. Any such consent shall be effective whether given before or after the meeting<br />

to which it relates. A quorum shall be established <strong>and</strong> votes shall be recorded by voice<br />

identification of each Director by a roll-call of Directors participating in the meeting. ...10<br />

4.18 Remuneration of Directors .......................................................................................11<br />

4.19 Declaration of Interest..............................................................................................11<br />

4.20 Legal Responsibilities of Directors ..........................................................................11<br />

4.21 For the Protection of Directors <strong>and</strong> Officers............................................................11<br />

4.22 Indemnities to Directors <strong>and</strong> Officers ......................................................................12<br />

ARTICLE 5 OFFICERS................................................................................................................13<br />

5.1 Officers.....................................................................................................................13<br />

5.2 Election or Appointment of Officers........................................................................13<br />

5.3 Validity of Acts of Officers......................................................................................13<br />

5.4 Officers’ Term of Office ..........................................................................................13<br />

5.5 Duties of Officers .....................................................................................................14<br />

5.6 Ceasing to be an Officer...........................................................................................16<br />

5.7 Filling a Vacant Office.............................................................................................16<br />

5.8 Remuneration ...........................................................................................................16<br />

ARTICLE 6 MEMBERS OF THE CORPORATION...................................................................17<br />

6.1 Membership..............................................................................................................17<br />

6.2 Life Members of the Corporation.............................................................................17<br />

6.3 Termination of Membership.....................................................................................17<br />

ARTICLE 7 MEETINGS OF MEMBERS....................................................................................18<br />

7.1 Annual General Meeting ..........................................................................................18<br />

7.2 Special General Meeting ..........................................................................................18<br />

7.3 Notice of Meetings of Members...............................................................................18<br />

7.4 Quorum of Members ................................................................................................19<br />

7.5 Resolutions <strong>and</strong> Voting ............................................................................................19<br />

7.6 Waiver of Notice ......................................................................................................20<br />

7.7 Proxies......................................................................................................................20<br />

7.8 Adjournment.............................................................................................................21<br />

ARTICLE 8 EXECUTION OF DOCUMENTS............................................................................21<br />

8.1 Generally ..................................................................................................................21<br />

8.2 Books <strong>and</strong> Records...................................................................................................21<br />

ARTICLE 9 CONTRACTS...........................................................................................................21<br />

Deeds, transfers, assignments, contracts, obligations, certificates <strong>and</strong> other documents<br />

(collectively, “instruments”), may be signed on behalf of the Corporation by any two<br />

Directors or officers of the Corporation or one Director or officer of the Corporation <strong>and</strong><br />

one authorized employee, <strong>and</strong> all instruments so signed shall be binding upon the<br />

Corporation without any further authorization or formality. In addition, the <strong>Board</strong> may<br />

from time to time direct by resolution the manner in which <strong>and</strong> the person or persons by<br />

whom any particular instrument or class of instruments may or shall be signed. Any<br />

signing officer may affix the corporate seal thereto. .........................................................21<br />

ARTICLE 10..................................................................................................................................21<br />

BANKING .........................................................................................................................21<br />

10.1 Authorized Persons ..................................................................................................21


10.2 Financial Institution..................................................................................................22<br />

10.3 Authorized Activities ...............................................................................................22<br />

ARTICLE 11 DECLARATION OF INTEREST ..........................................................................22<br />

11.1 Definitions................................................................................................................22<br />

For the purposes of this Article 11:....................................................................................22<br />

11.2 Interest in a Contract or Transaction ........................................................................22<br />

A Director who has an interest, directly or indirectly, in any contract, transaction,<br />

proposed contract or proposed transaction under consideration by the <strong>Board</strong>, or a Director<br />

who has knowledge that his or her partner or a relative has an interest, directly or<br />

indirectly, in any contract, transaction, proposed contract or proposed transaction under<br />

consideration by the <strong>Board</strong> shall:.......................................................................................22<br />

11.3 Effect of Disclosure..................................................................................................23<br />

A Director who has declared his or her interest in a contract or transaction or a proposed<br />

contract or transaction <strong>and</strong> who has not voted in respect thereof, shall not be accountable<br />

to the Corporation, or its creditors, for any profit realized from the contract <strong>and</strong> the<br />

contract is not voidable by reason only of such Director holding that office or of the<br />

fiduciary relationship established thereby. ........................................................................23<br />

11.4 Failure to Declare .....................................................................................................23<br />

Where the <strong>Board</strong> is of the opinion that a conflict of interest exists that has not been<br />

declared, the <strong>Board</strong> may declare, by a resolution carried by two-thirds of the Directors<br />

present at the meeting, that a conflict of interest exists <strong>and</strong> in each such case the<br />

provisions of Section 11.2(b) <strong>and</strong> 11.2(c) shall apply as if the Director had declared the<br />

interest................................................................................................................................23<br />

ARTICLE 12 KIDSABILITY FOUNDATION ADVISORY COUNCIL....................................23<br />

12.1 <strong>KidsAbility</strong> Foundation Advisory Council ..............................................................23<br />

12.2 Duties of Members of Advisory Council .................................................................23<br />

12.3 Vacancies, Advisory Council...................................................................................24<br />

ARTICLE 13 NOTICES................................................................................................................24<br />

13.1 Service......................................................................................................................24<br />

13.2 Computation of Time ...............................................................................................25<br />

13.3 Undelivered Notices.................................................................................................25<br />

If any notice given to a Member pursuant to Section 12.1 hereof is returned on two<br />

consecutive occasions because such Member cannot be found, the Corporation shall not<br />

be required to give any further notice to such Member until such Member informs the<br />

Corporation in writing of such Member’s new address.....................................................25<br />

13.4 Proof of Service........................................................................................................25<br />

13.5 Waiver of Notice ......................................................................................................25<br />

Any Member, Director, officer or auditor may waive any notice required to be given to<br />

such Member under any provision of the Act, the Letters Patent, these By-laws or<br />

otherwise <strong>and</strong> such waiver, whether given before or after the meeting or other event of<br />

which notice is required to be given, shall cure any default in giving such notice. ..........25<br />

ARTICLE 14 AUDITOR...............................................................................................................25<br />

ARTICLE 15 FINANCIAL YEAR ...............................................................................................26<br />

ARTICLE 16 BY-LAWS ..............................................................................................................26<br />

16.1 Passing......................................................................................................................26


16.2 When Effective.........................................................................................................26<br />

16.3 Members’ Powers.....................................................................................................26<br />

ARTICLE 17 REPEAL..................................................................................................................27<br />

ARTICLE 18 DISSOLUTION ......................................................................................................27<br />

ARTICLE 19 EFFECTIVE DATE................................................................................................27<br />

1. BORROWING – IN ACCORDANCE WITH SECTION 59 OF THE ONTARIO<br />

CORPORATIONS ACT, AND WHEN AUTHORIZED BY BY-LAW, DULY PASSED BY<br />

THE DIRECTORS AND SANCTIONED BY AT LEAST TWO-THIRDS OF THE VOTES<br />

CAST AT A SPECIAL GENERAL MEETING OF THE MEMBERS DULY CALLED FOR<br />

CONSIDERING THE BY-LAW, THE DIRECTORS OF THE CORPORATION MAY FROM<br />

TIME TO TIME:........................................................................................................................... VI<br />

(a) borrow money upon the credit of the Corporation;.................................................. vi<br />

(b) limit or increase the amount to be borrowed;........................................................... vi<br />

(c) issue debentures or other securities of the Corporation; .......................................... vi<br />

(d) pledge or sell such debentures or other securities for such sums <strong>and</strong> at such prices<br />

as may be deemed expedient; <strong>and</strong>...................................................................................... vi<br />

(e) secure any such bond, debentures or other securities, or any other present or future<br />

borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all<br />

or any currently owned or subsequently acquired real <strong>and</strong> personal, movable <strong>and</strong><br />

mmovable, property of the corporation, <strong>and</strong> the undertaking <strong>and</strong> rights of the<br />

Corporation. ....................................................................................................................... vi<br />

2. THE BOARD MAY BY RESOLUTION AUTHORIZE ANY DIRECTOR, OFFICER,<br />

EMPLOYEE, OR OTHER PERSON TO MAKE ARRANGEMENTS FOR BORROWING ON<br />

BEHALF OF THE CORPORATION FOR THE AMOUNT AUTHORIZED AND ON THE<br />

TERMS STATED IN THE RESOLUTION................................................................................. VI<br />

3. THE BORROWING POWER IS LIMITED TO BORROWING MONEY FOR<br />

CURRENT CAPITAL OR OPERATING EXPENSES............................................................... VI<br />

KIDSABILITY CENTRE FOR CHILD<br />

DEVELOPMENT FOUNDATION<br />

OPERATING AS


“KIDSABILITY FOUNDATION”<br />

BY-LAW 2 (2011)


BY-LAW NUMBER 2<br />

A by-law relating generally to the transaction of the affairs of<br />

KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION<br />

OPERATING AS “KIDSABILITY FOUNDATION”<br />

(the“Corporation”)<br />

BE IT ENACTED as a by-law of KIDSABILITY CENTRE FOR CHILD<br />

DEVELOPMENT FOUNDATION as follows:<br />

1. Borrowing – In accordance with Section 59 of the Ontario Corporations Act, <strong>and</strong> when<br />

authorized by by-law, duly passed by the directors <strong>and</strong> sanctioned by at least two-thirds<br />

of the votes cast at a Special General Meeting of the Members duly called for considering<br />

the by-law, the directors of the Corporation may from time to time:<br />

(a) borrow money upon the credit of the Corporation;<br />

(b) limit or increase the amount to be borrowed;<br />

(c) issue debentures or other securities of the Corporation;<br />

(d) pledge or sell such debentures or other securities for such sums <strong>and</strong> at such prices<br />

as may be deemed expedient; <strong>and</strong><br />

(e) secure any such bond, debentures or other securities, or any other present or<br />

future borrowing or liability of the Corporation, by mortgage, hypothec, charge or<br />

pledge of all or any currently owned or subsequently acquired real <strong>and</strong> personal,<br />

movable <strong>and</strong> immovable, property of the corporation, <strong>and</strong> the undertaking <strong>and</strong><br />

rights of the Corporation.<br />

2. The <strong>Board</strong> may by resolution authorize any Director, Officer, employee, or other person<br />

to make arrangements for borrowing on behalf of the Corporation for the amount<br />

authorized <strong>and</strong> on the terms stated in the resolution.<br />

3. The borrowing power is limited to borrowing money for current capital or operating<br />

expenses.


ENACTED by the <strong>Board</strong> on the day of , 2011<br />

President<br />

Secretary<br />

CONFIRMED by the Members on the day of , 2011.<br />

President<br />

Secretary


G<br />

Section:<br />

Governance –<br />

Recruitment,<br />

Appointment,<br />

Evaluation<br />

Subject:<br />

<strong>Board</strong> Recruitment -<br />

<strong>Board</strong> Skills Snapshot<br />

1 - 10<br />

Page: 1 of 3<br />

Approved: January 24, 2011<br />

Supersedes: March 17, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Introductory Comments:<br />

1. The Skills Snapshot has been developed as a source of information to be used by the Nominating<br />

Committee in its efforts to assist the <strong>Board</strong> in recruiting an effective, balanced, <strong>and</strong> diverse <strong>Board</strong><br />

membership with the requisite skills <strong>and</strong> experience to respond to <strong>KidsAbility</strong>’s current <strong>and</strong> evolving<br />

needs.<br />

2. The Skills Snapshot has been approved by the <strong>Board</strong> as an ongoing tool to be used by the<br />

Nominating Committee in seeking <strong>and</strong> selecting prospective members of the <strong>Board</strong> <strong>and</strong> Foundation<br />

committees. Before each search it may be necessary for the <strong>Board</strong> to update the criteria to reflect<br />

shifting strategic directions or perceived skills that may be required for the <strong>Board</strong> to continue to<br />

function effectively.<br />

3. Completed copies of the individual Skills Snapshot will be returned to the Chair of the Nominating<br />

Committee who will be responsible for compiling a skills composite with respondents’ names<br />

appearing indiscriminately as A, B, C et cetera. The composite Snapshot – rather than individual<br />

responses -- will be shared with the <strong>Board</strong> along with the Nominating Committee’s assessment of<br />

the requisite skills to be sought in new membership to the <strong>Board</strong> <strong>and</strong> Foundation committees. Any<br />

comments that individuals may provide are for use of the Nominating Committee only <strong>and</strong> will not<br />

be shared with the <strong>Board</strong>.<br />

4. Introductory note 3 above notwithst<strong>and</strong>ing, since information as to the nature <strong>and</strong> breadth of the<br />

<strong>Board</strong>’s community contacts is relevant to the <strong>Board</strong> profile as is the professional <strong>and</strong>/or business<br />

make-up of our board, in its summary comments to the <strong>Board</strong> the Nominating Committee should<br />

also explain in a general non-attributive way any relevant information that may have surfaced in the<br />

Snapshot insofar as it pertains to these items.<br />

5. <strong>Board</strong> members will be asked to complete this matrix at the end of every three year term so the most<br />

updated information is available.<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-10 <strong>Board</strong> Recruitment - <strong>Board</strong> Skills Snapshot_January 24 2011.doc


G<br />

Section:<br />

Governance –<br />

Recruitment,<br />

Appointment,<br />

Evaluation<br />

Subject:<br />

<strong>Board</strong> Recruitment -<br />

<strong>Board</strong> Skills Snapshot<br />

1 - 10<br />

Page: 2 of 3<br />

Approved: January 24, 2011<br />

Supersedes: March 17, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

SKILLS SNAPSHOT: KIDSABILITY FOUNDATION<br />

Please complete using a 5 point scale (1___2___3___4___5) where applicable.<br />

Name:<br />

Occupation:<br />

Active (A)?<br />

Retired (R)?<br />

Criteria Score* Explain<br />

Other <strong>Board</strong> Experience<br />

Connection to Rotary<br />

Financial Accounting Expertise<br />

Human Resource Expertise<br />

Marketing, Media or Communication<br />

Expertise<br />

Fundraising Experience<br />

Investment Expertise<br />

Legal Expertise<br />

Governance Experience<br />

Leadership Experience<br />

What kind of fundraising experience do you have?<br />

(please specify)<br />

*1 – no experience 2 – limited experience 3 – moderate experience 4 – non-professional experience 5- career<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-10 <strong>Board</strong> Recruitment - <strong>Board</strong> Skills Snapshot_January 24 2011.doc


G<br />

Section:<br />

Governance –<br />

Recruitment,<br />

Appointment,<br />

Evaluation<br />

Subject:<br />

<strong>Board</strong> Recruitment -<br />

<strong>Board</strong> Skills Snapshot<br />

1 - 10<br />

Page: 3 of 3<br />

Approved: January 24, 2011<br />

Supersedes: March 17, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

1. Identify your political contacts:<br />

a. Provincial_______________________________________________________________<br />

_______________________________________________________________________<br />

b. Local___________________________________________________________________<br />

_______________________________________________________________________<br />

2. If asked would you be prepared to take on a leadership role with the Foundation <strong>Board</strong> as a<br />

Chair of a Committee Officer of the <strong>Board</strong><br />

______________________________________________________________________________<br />

3. What is your extent of corporate connections?_________________________________________<br />

___________________________________________________________________________<br />

4. Are you willing to:<br />

a. Make an ask ____________<br />

b. Assist with an ask ____________<br />

c. Willing to learn to do an ask ____________<br />

5. Please list names of individuals with whom you are familiar as potential donors of <strong>KidsAbility</strong><br />

_________________________________________________________________________________<br />

_________________________________________________________________________________<br />

_________________________________________________________________________________<br />

_________________________________________________________________________________<br />

Comments:<br />

____________________________________________________________________________________<br />

____________________________________________________________________________________<br />

____________________________________________________________________________________<br />

____________________________________________________________________________________<br />

____________________________________________________________________________________<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-10 <strong>Board</strong> Recruitment - <strong>Board</strong> Skills Snapshot_January 24 2011.doc


G<br />

Section:<br />

Governance –<br />

Recruitment,<br />

Appointment,<br />

Evaluation<br />

Subject:<br />

Governance Form:<br />

Continuation of Terms<br />

1 - 20<br />

Page: 1 of 2<br />

Approved: February 9, 2009<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

<strong>KidsAbility</strong> Foundation<br />

M E M O R A N D U M<br />

DATE: DRAFT - December 2008<br />

TO: Members, <strong>Board</strong> of Trustees<br />

FROM: xxx, Chair of the Nominating Committee<br />

RE: Continuation of Term<br />

Although your term on the <strong>Board</strong> of Directors may not expire this year, I am writing as Chair of<br />

the Nominating Committee to ascertain your plans with respect to continued membership. We<br />

are hopeful that you will decide not to leave the <strong>Board</strong> before the completion of your full term.<br />

However, we do recognize that priorities <strong>and</strong> situations change. Knowing of unscheduled<br />

departures early on clearly gives the Nominating Committee an advantage in its efforts to recruit<br />

new members.<br />

Therefore, I would appreciate your advising me no later than [xxx] of your intentions to remain<br />

as a <strong>Board</strong> member after the Annual Meeting of the Foundation in June. Of course, if your<br />

situation changes after that time, <strong>and</strong> you decide that you are unable to serve, please advise me of<br />

this as soon as possible.<br />

The form may be returned to me by e-mail at xxx or by mailing it to me at <strong>KidsAbility</strong><br />

Foundation, 500 Hallmark Drive, Waterloo, ON, N2K 3P5.<br />

Thank you for your continued assistance with the work of the <strong>KidsAbility</strong> Foundation.<br />

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _<br />

I intend to stay on the <strong>KidsAbility</strong> Foundation <strong>Board</strong> of Directors after the Annual Meeting in<br />

June<br />

_____<br />

OR<br />

I will not be st<strong>and</strong>ing for re-appointment to the <strong>Board</strong> of <strong>KidsAbility</strong> Foundation after the<br />

Annual Meeting in June<br />

_____<br />

_________________________ _________________________<br />

Director’s Name Signature<br />

<strong>KidsAbility</strong> Foundation<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-20 <strong>Board</strong> Recruitment - Governance Form - Continuation of<br />

Terms_February 9, 2009 .doc


G<br />

Section:<br />

Governance –<br />

Recruitment,<br />

Appointment,<br />

Evaluation<br />

Subject:<br />

Governance Form:<br />

Continuation of Terms<br />

1 - 20<br />

Page: 2 of 2<br />

Approved: February 9, 2009<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

M E M O R A N D U M<br />

DATE: DRAFT - December 2008<br />

TO: Members, <strong>Board</strong> Committees<br />

FROM: xxx, Chair of the Nominating Committee<br />

RE: Continuation of Term<br />

The Nominating Committee is preparing its recommendations with respect to Committee<br />

membership for the upcoming year. As the Chair of the Nominating Committee, I would<br />

appreciate your advising me no later than xxx of your interest in continuing as a member of the<br />

xxx Committee. Of course, if your situation changes after that time, <strong>and</strong> you decide you are<br />

unable to serve, please advise me of this as soon as possible.<br />

The form may be returned to me by e-mail at xxx or by mailing it to me at <strong>KidsAbility</strong><br />

Foundation, 500 Hallmark Drive, Waterloo, ON, N2K 3P5.<br />

Thank you for your continued assistance with the work of the <strong>KidsAbility</strong> Foundation.<br />

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _<br />

I wish to be considered for re-appointment as a member of the _________________________<br />

Committee(s) after the Annual Meeting in June.<br />

_____<br />

OR<br />

I do not wish to be considered for re-appointment as a member of the Committee(s) after the<br />

Annual Meeting in June but would prefer to sit on _____________________ Committee.<br />

_____<br />

_________________________ _________________________<br />

Name Signature<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-20 <strong>Board</strong> Recruitment - Governance Form - Continuation of<br />

Terms_February 9, 2009 .doc


G<br />

Section:<br />

Governance –<br />

Recruitment,<br />

Appointment,<br />

Evaluation<br />

Subject:<br />

Succession Planning, Recruitment<br />

<strong>and</strong> Appointments<br />

1 - 30<br />

Page: 1 of 3<br />

Approved: May 25, 2009<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Principle:<br />

<strong>Board</strong> recruitment <strong>and</strong> appointment with respect to executive positions on the <strong>Board</strong> of<br />

Directors, membership on the <strong>Board</strong>, <strong>and</strong> membership on both the st<strong>and</strong>ing <strong>and</strong> ad hoc<br />

committees of the <strong>Board</strong> are key components not only of efficient day-to-day <strong>Board</strong>-related<br />

activities but also of successful succession planning.<br />

Guidelines:<br />

• Annually, typically early in the calendar year, the Chair of the Nominating Committee will<br />

initiate a process to determine the intention of current Directors as well as members of<br />

st<strong>and</strong>ing <strong>and</strong> on-going ad hoc committees of the <strong>Board</strong> to determine the intention of each<br />

member with respect to continuing service for the following year.<br />

• Nominations to executive positions of the <strong>Board</strong> of Directors, to membership on the <strong>Board</strong>,<br />

<strong>and</strong> to membership on st<strong>and</strong>ing <strong>and</strong> ad hoc committees of the <strong>Board</strong> will be initiated by the<br />

appropriate committee. Each respective committee will undertake a deliberative review<br />

appropriate to its m<strong>and</strong>ate <strong>and</strong> report its recommendations to the Governance Committee<br />

which, in turn, will make its recommendations to the <strong>Board</strong> of Directors which has been<br />

empowered to approve or to reject those recommendations.<br />

• As part of its deliberative process, the committee undertaking the initial review will normally<br />

seek counsel <strong>and</strong> suggestions from members of the <strong>Board</strong> of Directors as well as from the<br />

Executive Director either verbally or in written form.<br />

• The <strong>Board</strong> Profile Matrix <strong>and</strong> the relevant Terms of Reference will form essential<br />

components of the background materials to be consulted during the respective deliberations.<br />

• Since applications to the Foundation <strong>Board</strong> may well be more appropriately considered as<br />

appointees by the Centre <strong>Board</strong> <strong>and</strong> in an effort to avoid both <strong>Board</strong>s approaching the same<br />

individual, the Foundation’s Chair of the <strong>Board</strong> <strong>and</strong> the chair of its Nominating Committee<br />

will inform their respective counterparts on the Centre <strong>Board</strong> with respect both to<br />

applications received <strong>and</strong> individuals under consideration for <strong>Board</strong> <strong>and</strong> committee<br />

appointment.<br />

• Deliberations concerning a Director’s reappointment to the <strong>Board</strong> at the end of each term will<br />

be the responsibility of the Chair of the <strong>Board</strong>, the Vice-Chair, <strong>and</strong> the Past Chair <strong>and</strong> will<br />

include their evaluation of the individual’s adherence to the Roles <strong>and</strong> Responsibilities of the<br />

Members of the <strong>Board</strong>.<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-30 <strong>Board</strong> Recruitment - Succession Planning, Recruitment,<br />

Appointments_May 25, 2009.doc


G<br />

Section:<br />

Governance –<br />

Recruitment,<br />

Appointment,<br />

Evaluation<br />

Subject:<br />

Succession Planning, Recruitment<br />

<strong>and</strong> Appointments<br />

1 - 30<br />

Page: 2 of 3<br />

Approved: May 25, 2009<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

• In each instance, recommendations for appointment <strong>and</strong>/or re-appointment must be<br />

forwarded to the Governance Committee early in the spring so final recommendations may<br />

be placed before the <strong>Board</strong> of Directors for its decision at the <strong>Board</strong> meeting following<br />

immediately upon the conclusion of the Annual General Meeting.<br />

• Terms of office for members of st<strong>and</strong>ing <strong>and</strong> ad hoc committees will be specified in the<br />

Terms of Reference for each committee.<br />

• If a member of the Executive or a Director of the <strong>Board</strong> cannot complete a term of<br />

appointment, the resulting vacancy shall be filled with all practical expediency (normally<br />

within ninety days) <strong>and</strong> in keeping with normal processes as closely as possible.<br />

• If the Chair of a committee cannot complete a full term, the <strong>Board</strong> shall appoint a<br />

replacement on the recommendation of the Governance Committee.<br />

• When a newly-appointed Director takes office, the Chair of the <strong>Board</strong> will arrange for a<br />

sitting member of the <strong>Board</strong> to serve as a mentor to that individual to provide transitional<br />

support in underst<strong>and</strong>ing the role of the Director <strong>and</strong> the issues with which that individual<br />

may be required to contend.<br />

Procedures:<br />

• The Chair of the <strong>Board</strong> of Directors, the Vice-Chair of the <strong>Board</strong>, the Past Chair of the<br />

<strong>Board</strong>, <strong>and</strong> the Executive Director of the Foundation will serve as the Nominating Committee<br />

charged with the search for the incoming Vice Chair of the <strong>Board</strong>.<br />

• The recommendation of this Committee will normally be presented to the Governance<br />

Committee in sufficient time for the Governance Committee to make its recommendation to<br />

the <strong>Board</strong> of Directors for it to come to its decision at the <strong>Board</strong> meeting following<br />

immediately upon the conclusion of the Annual General Meeting coincident with the new<br />

Chair’s assuming the responsibilities associated with that position.<br />

• The Vice Chair will be recruited <strong>and</strong> appointed with the underst<strong>and</strong>ing that that position will<br />

normally, though not necessarily, serve as transitional to the position of Chair of the <strong>Board</strong>.<br />

• C<strong>and</strong>idates for the position of Vice Chair must normally have served as a Director for a least<br />

two full years when the c<strong>and</strong>idate will be scheduled to assume that position <strong>and</strong> ought,<br />

ideally, to have served as chair of a Foundation st<strong>and</strong>ing or ad hoc committee.<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-30 <strong>Board</strong> Recruitment - Succession Planning, Recruitment,<br />

Appointments_May 25, 2009.doc


G<br />

Section:<br />

Governance –<br />

Recruitment,<br />

Appointment,<br />

Evaluation<br />

Subject:<br />

Succession Planning, Recruitment<br />

<strong>and</strong> Appointments<br />

1 - 30<br />

Page: 3 of 3<br />

Approved: May 25, 2009<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

• The Chair of the <strong>Board</strong> of Directors, the Vice Chair of the <strong>Board</strong>, the Past Chair of the<br />

<strong>Board</strong>, the Executive Director of the Foundation, <strong>and</strong> the individual currently serving as<br />

Treasurer to the <strong>Board</strong> will serve as the Nominating Committee charged with the search for<br />

the in-coming Treasurer of the <strong>Board</strong>.<br />

• The recommendation of this Committee will normally be presented to the Governance<br />

Committee in sufficient time for the Governance Committee to make its recommendation to<br />

the <strong>Board</strong> of Directors for it to come to its decision at the <strong>Board</strong> meeting following<br />

immediately upon the conclusion of the Annual General Meeting coincident with the new<br />

Treasurer of the <strong>Board</strong> assuming the responsibilities associated with that position.<br />

• The positions of Chair, Vice Chair, <strong>and</strong> Past Chair shall normally consist of two-year<br />

appointments. Re-appointment to the position of Vice Chair <strong>and</strong> Chair is possible only after<br />

the individual under consideration has been out of office as Past Chair for a full two-year<br />

period.<br />

• The Treasurer may be reappointed for additional two-year terms as long as re-appointment is<br />

determined to be a mutually agreeable undertaking.<br />

• With respect to the position of Director:<br />

o No member of the Foundation staff shall be eligible for appointment to the <strong>Board</strong><br />

of Directors;<br />

o No spouse, parent, brother, or sister of a Director or of a member of the<br />

Foundation’s staff shall be eligible for appointment to the <strong>Board</strong> of Directors;<br />

o No person may be appointed as a Director for more terms than will constitute nine<br />

consecutive years of service, provided, however, that:<br />

� following a break of continuous service of at least one year, that person<br />

may be appointed Director;<br />

� the term of the Chair <strong>and</strong> Vice-Chair shall be extended if necessary for<br />

such period not exceeding three years as will permit progression through<br />

the successive terms of office.<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-30 <strong>Board</strong> Recruitment - Succession Planning, Recruitment,<br />

Appointments_May 25, 2009.doc


G<br />

Section:<br />

Subject:<br />

1-40<br />

Governance –<br />

Recruitment,<br />

<strong>Board</strong> Evaluation Form:<br />

Continual Improvement Process<br />

Page: 1 of 4<br />

Approved: April 12, 2010<br />

Appointment,<br />

Evaluation<br />

Supersedes: April, 28, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

1. <strong>Board</strong> Responsibility<br />

A. STRATEGIC PLANNING<br />

<strong>KidsAbility</strong> Foundation<br />

<strong>Board</strong> Evaluation Questionnaire<br />

Approved by Gov. Committee April 12, 2010<br />

1. The <strong>Board</strong> periodically updates the Mission/Vision/Beliefs <strong>and</strong> the Strategic<br />

Plan.<br />

2. The <strong>Board</strong> monitors the organization’s progress in achieving its strategic goals.<br />

3. The <strong>Board</strong> ensures that there are appropriate mechanisms to gather community<br />

<strong>and</strong> other stakeholder input to support strategic planning.<br />

4. The <strong>Board</strong> sets annual <strong>Board</strong> goals for itself.<br />

5. The <strong>Board</strong>’s goals align with the Mission of the Foundation.<br />

B. ORGANIZATIONAL OVERSIGHT<br />

6. The <strong>Board</strong> is diligent in approving <strong>and</strong> overseeing the Annual Plan/Budget.<br />

7. The <strong>Board</strong> is diligent in approving <strong>and</strong> overseeing the Annual Work Plan of the<br />

Executive Director.<br />

8. The <strong>Board</strong> adequately reviews the finances <strong>and</strong> financial results against the<br />

approved operating <strong>and</strong> capital budgets.<br />

9. The Executive Director provides sufficient assurance to the <strong>Board</strong> that the<br />

organization is compliant with all external statutory requirements.<br />

10. The <strong>Board</strong> addresses Risk Management in an effective way.<br />

11. The Executive Director Performance Appraisal process is effective <strong>and</strong> provides<br />

the Executive Director with constructive feedback <strong>and</strong> support to strengthen<br />

competencies.<br />

Strongly Strongly<br />

Disagree Agree<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

Strongly Strongly<br />

Disagree Agree<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

BOARD RESPONSIBILITY – Please add any additional comments that you wish to share with us or examples that support<br />

your scores.<br />

2. <strong>Board</strong> Organization<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-40 <strong>Board</strong> Evaluation Questionnaire_April 2010.doc<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure


G<br />

Section:<br />

Governance -<br />

Recruitment<br />

Subject:<br />

<strong>Board</strong> Evaluation Form:<br />

Continual Improvement Process<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-40 <strong>Board</strong> Evaluation Questionnaire_April 2010.doc<br />

1-40<br />

Page: 2 of 4<br />

Approved: April 12, 2010<br />

Supersedes: April, 28, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

A. BOARD COMPOSITION<br />

1. The composition of the <strong>Board</strong> reflects a diversity of professions, skills <strong>and</strong><br />

experience levels <strong>and</strong> fairly represents the service area of the organization.<br />

2. All appropriate actions to improve the composition <strong>and</strong> the competencies of the<br />

<strong>Board</strong> are being taken.<br />

3. The nominating <strong>and</strong> selection process for <strong>Board</strong> members <strong>and</strong> officers is working<br />

effectively, strategically bringing to the <strong>Board</strong> persons with the right talents <strong>and</strong><br />

sufficient time to devote to <strong>Board</strong> responsibilities.<br />

4. The selection process is effective in providing for efficient succession for<br />

executive positions.<br />

B. BOARD COMMITTEES<br />

5. The <strong>Board</strong> uses committees <strong>and</strong>/or work groups in an effective manner to assist<br />

in the work of the <strong>Board</strong>.<br />

6. The St<strong>and</strong>ing Committees fulfill their terms of reference, roles <strong>and</strong><br />

responsibilities:<br />

a. Executive<br />

b. Nominating<br />

c. Governance<br />

d. Investment<br />

e. Finance <strong>and</strong> Audit<br />

C. BOARD TRAINING AND DEVELOPMENT<br />

7. The recruitment <strong>and</strong> appointment process effectively explains the role of the<br />

<strong>Board</strong> <strong>and</strong> the expectations of Directors.<br />

Strongly Strongly<br />

Disagree Agree<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

Strongly Strongly<br />

Disagree Agree<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

Strongly Strongly<br />

Disagree Agree<br />

1 2 3 4 5<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

8. A thorough <strong>and</strong> effective orientation is given to new Directors.<br />

1 2 3 4 5 Unsure<br />

9. The <strong>Board</strong>’s ongoing educational activities are relevant to its needs.<br />

1 2 3 4 5 Unsure<br />

BOARD ORGANIZATION – Please add any additional comments that you wish to share with us or examples that support your<br />

scores.<br />

3. <strong>Board</strong> Performance


G<br />

Section:<br />

Governance -<br />

Recruitment<br />

Subject:<br />

<strong>Board</strong> Evaluation Form:<br />

Continual Improvement Process<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-40 <strong>Board</strong> Evaluation Questionnaire_April 2010.doc<br />

1-40<br />

Page: 3 of 4<br />

Approved: April 12, 2010<br />

Supersedes: April, 28, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

A. GENERAL<br />

1. The <strong>Board</strong>’s legal obligations are carefully explained <strong>and</strong> are being met.<br />

2. The <strong>Board</strong> models <strong>and</strong> supports the mission, vision <strong>and</strong> beliefs of <strong>KidsAbility</strong><br />

Centre.<br />

3. The <strong>Board</strong> maintained a collaborative, open <strong>and</strong> supportive relationship with the<br />

<strong>KidsAbility</strong> Centre during the past year.<br />

B. COMMUNICATION<br />

4. The Joint Communications Plan between the <strong>KidsAbility</strong> Centre <strong>and</strong> <strong>KidsAbility</strong><br />

Foundation is an effective <strong>and</strong> appropriate way to communicate clearly <strong>and</strong><br />

regularly with appropriate staff, volunteers, politicians <strong>and</strong> members of the wider<br />

community.<br />

5. The <strong>Board</strong> has opportunities for appropriate communications with staff,<br />

volunteers <strong>and</strong> community stakeholders.<br />

6. The <strong>Board</strong> is effective in building stakeholder <strong>and</strong> community support.<br />

C. BOARD LEADERSHIP<br />

7. The Chair of the <strong>Board</strong> demonstrates the appropriate knowledge <strong>and</strong> <strong>Board</strong><br />

management skills to allow the <strong>Board</strong> to operate effectively.<br />

8. The Chair of the <strong>Board</strong> keeps the <strong>Board</strong> focused on its appropriate governing<br />

role rather than operational issues.<br />

9. The <strong>Board</strong> provided appropriate leadership to the organization this year.<br />

10. The <strong>Board</strong> provided appropriate leadership to the Executive Director this year.<br />

D. BOARD PROCESS<br />

11. The <strong>Board</strong> receives timely <strong>and</strong> relevant information on which to make sound<br />

business decisions.<br />

12. The meetings of the <strong>Board</strong> are:<br />

a. respectful of all<br />

b. transparent<br />

c. effective<br />

Strongly Strongly<br />

Disagree Agree<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

Unsure<br />

Unsure<br />

1 2 3 4 5 Unsure<br />

Strongly Strongly<br />

Disagree Agree<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

Strongly Strongly<br />

Disagree Agree<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

Strongly Strongly<br />

Disagree Agree<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure


d. open to divergent opinions<br />

13. <strong>Board</strong> members are kept informed about significant issues affecting the<br />

Foundation.<br />

14. Adequate opportunities are provided to interact at meetings.<br />

15. The quality of discussion is appropriate for the importance of matters at issue.<br />

16. High quality participation is provided by each Director.<br />

17. No <strong>Board</strong> member is prevented from contributing to the discussion.<br />

18. There is appropriate follow-up <strong>and</strong> closure of issues discussed.<br />

19. The <strong>Board</strong> is proactive <strong>and</strong> forward looking <strong>and</strong> does not just react to situations.<br />

20. <strong>Board</strong> meetings are completed within the scheduled agenda <strong>and</strong> are productive<br />

with time well spent.<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

1 2 3 4 5<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-40 <strong>Board</strong> Evaluation Questionnaire_April 2010.doc<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

Unsure<br />

21. A team spirit is evident among the <strong>Board</strong> members.<br />

1 2 3 4 5 Unsure<br />

BOARD PERFORMANCE – Please add any additional comments that you wish to share with us or examples that support your<br />

scores.<br />

OVERALL COMMENT – If we could improve the effectiveness of the <strong>KidsAbility</strong> Foundation <strong>Board</strong> of Directors, what<br />

should we do?


G<br />

Section:<br />

Governance –<br />

Recruitment,<br />

Appointment,<br />

Evaluation<br />

Subject: Recognition Policy:<br />

Elaine Ormston Outst<strong>and</strong>ing<br />

Supporter Butterfly Award<br />

1-50<br />

Page: 1<br />

Approved: January 24, 2011<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Background<br />

The “Outst<strong>and</strong>ing Supporter Butterfly Award” was created in 2003 to honour individuals who<br />

have made a significant volunteer contribution to <strong>KidsAbility</strong> Foundation. In 2009 this award<br />

was re-named the “Elaine Ormston Outst<strong>and</strong>ing Supporter Butterfly Award” in honour of Elaine<br />

Ormston whose commitment to the mission of the Foundation <strong>and</strong> whose energy in pursuing its<br />

goals exemplify the characteristics of an outst<strong>and</strong>ing Foundation volunteer.<br />

Criteria<br />

The award is intended to recognize an individual who has made an outst<strong>and</strong>ing, principally nonmonetary,<br />

personal contribution to the Foundation as a volunteer, an advocate, or the like.<br />

Nomination Process<br />

In March of each year, the <strong>KidsAbility</strong> <strong>Board</strong> of Directors will be asked to submit their<br />

nominations for potential recipients. <strong>Board</strong> members will be asked to explain why they believe<br />

the nominee is qualified for consideration as a recipient of this award. Recommendations<br />

concerning potential recipients will be submitted to the Past Chair <strong>and</strong> determined by the<br />

following: the Chair, Vice Chair, <strong>and</strong> Past Chair of the <strong>Board</strong>, the Executive Director of the<br />

Foundation, <strong>and</strong> a <strong>Board</strong> Member with a long history. The recipient will be notified in advance<br />

of any public announcement <strong>and</strong> must agree to being recognized as a recipient.<br />

Recipient<br />

Normally one recipient – <strong>and</strong> no more than two -- will receive this award on an annual basis.<br />

Recognition<br />

Ideally the award will be presented to the recipient at the annual President’s Reception by Elaine<br />

Ormston or an appropriate member of her family if she is unable to be present.<br />

T:\Policies\Governance\1 - Recruitment, Appointment, Evaluation\1-50 Elaine Ormston Award Policy_January 24 2011.doc


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Roles & Responsibilities of the<br />

<strong>Board</strong><br />

2 - 10<br />

Page: 1 of 3<br />

Approved: May 28, 2007<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Purpose<br />

To ensure that the board has a shared underst<strong>and</strong>ing of its governance role, the board has adopted this<br />

Statement of the Roles <strong>and</strong> Responsibilities of the <strong>Board</strong>.<br />

Responsibility of the <strong>Board</strong><br />

The board is responsible for the overall governance of the affairs of <strong>KidsAbility</strong> Foundation.<br />

Each director is responsible to act honestly, in good faith, <strong>and</strong> in the best interests of the Foundation<br />

<strong>and</strong>, in so doing, to support the Foundation in fulfilling its mission <strong>and</strong> discharging its accountabilities.<br />

Strategic Planning <strong>and</strong> Mission, Vision <strong>and</strong> Values<br />

• The board participates in the formulation <strong>and</strong> adoption of the Foundation’s mission, vision <strong>and</strong><br />

values.<br />

• The board ensures that the Foundation develops <strong>and</strong> adopts a strategic plan that is consistent with<br />

the mission <strong>and</strong> values, which will enable the Foundation to realize its vision. The board<br />

participates in the development of <strong>and</strong> ultimately approves the strategic plan.<br />

• The board oversees Foundation operations for consistency with the strategic plan <strong>and</strong> strategic<br />

directions.<br />

• The board receives regular briefings or progress reports on implementation of strategic directions<br />

<strong>and</strong> initiatives.<br />

• The board ensures that its decisions are consistent with the strategic plan <strong>and</strong> the Foundation’s<br />

mission, vision <strong>and</strong> values.<br />

• The board regularly conducts a review of the strategic plan as part of a regular annual planning<br />

cycle.<br />

Quality <strong>and</strong> Performance Measurement <strong>and</strong> Monitoring<br />

• The board is responsible for establishing a process <strong>and</strong> a schedule for monitoring <strong>and</strong> assessing<br />

• performance in areas of board responsibility including:<br />

� Fulfillment of the strategic directions in a manner consistent with the mission, vision <strong>and</strong><br />

values<br />

� Oversight of management performance<br />

� Financial conditions<br />

� External relations<br />

� <strong>Board</strong>’s own effectiveness<br />

• The board ensures that management has identified appropriate measures of performance.<br />

• The board monitors Foundation board performance against board-approved performance st<strong>and</strong>ards<br />

<strong>and</strong> indicators.<br />

• The board ensures that management has plans in place to address variances from performance<br />

st<strong>and</strong>ards indicators, <strong>and</strong> the board oversees implementation of remediation plans.<br />

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G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Roles & Responsibilities of the<br />

<strong>Board</strong><br />

2 - 10<br />

Page: 2 of 3<br />

Approved: May 28, 2007<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Financial Oversight<br />

• The board is responsible for stewardship of financial resources including ensuring availability of,<br />

<strong>and</strong> overseeing allocation of, financial resources.<br />

• The board approves policies for financial planning <strong>and</strong> approves the annual operating <strong>and</strong> capital<br />

budget.<br />

• The board monitors financial performance against budget.<br />

• The board approves investment policies <strong>and</strong> monitors compliance.<br />

• The board ensures the accuracy of financial information through oversight of management <strong>and</strong><br />

approval of annual audited financial statements.<br />

• The board ensures management has put measures in place to ensure the integrity of internal<br />

controls.<br />

Oversight of Management Including Selection, Supervision <strong>and</strong> Succession Planning for the<br />

Executive Director (ED)<br />

• The board recruits <strong>and</strong> supervises the Executive Director by:<br />

� Developing <strong>and</strong> approving the ED job description<br />

� Undertaking the ED recruitment process <strong>and</strong> selecting the ED<br />

� Reviewing <strong>and</strong> approving the ED’s annual performance goals<br />

� Reviewing performance <strong>and</strong> determining ED compensation<br />

• The board ensures succession planning is in place for the ED<br />

• The board exercises oversight of the ED’s supervision as part of the ED annual review.<br />

Risk Identification <strong>and</strong> Oversight<br />

• The board is responsible to be knowledgeable about risks inherent in the Foundation’s operations<br />

<strong>and</strong> ensure that appropriate risk analysis is performed as part of board decision-making.<br />

• The board oversees management’s risk management program.<br />

• The board ensures that appropriate programs <strong>and</strong> processes are in place to protect against risk.<br />

Stakeholder Communication <strong>and</strong> Accountability<br />

• The board identifies Foundation stakeholders <strong>and</strong> underst<strong>and</strong>s stakeholder accountability.<br />

• The board ensures the organization appropriately communicates with stakeholders in a manner<br />

consistent with accountability to stakeholders.<br />

• The board contributes to the maintenance of strong stakeholder relationships.<br />

• The board performs advocacy on behalf of the Foundation with stakeholders where required in<br />

support of the mission, vision <strong>and</strong> values <strong>and</strong> strategic directions of the Foundation.<br />

Governance<br />

• The board is responsible for the quality of its own governance.<br />

• The board establishes governance structures to facilitate the performance of the board’s role <strong>and</strong><br />

enhance individual director performance.<br />

• The board is responsible for the recruitment of a skilled, experienced <strong>and</strong> qualified board.<br />

• The board ensures ongoing board training <strong>and</strong> education.<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-10 Roles <strong>and</strong> Responsibilities of the <strong>Board</strong>_May28,2007.doc


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Roles & Responsibilities of the<br />

<strong>Board</strong><br />

2 - 10<br />

Page: 3 of 3<br />

Approved: May 28, 2007<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

• The board periodically assesses <strong>and</strong> reviews its governance through periodically evaluating board<br />

structures including board recruitment processes <strong>and</strong> size, number of committees <strong>and</strong> their Terms<br />

of Reference, processes for appointment of committee chairs, processes for appointment of board<br />

officers, <strong>and</strong> other governance processes <strong>and</strong> structures.<br />

Legal Compliance<br />

• The board ensures that appropriate processes are in place to ensure compliance with legal<br />

requirements.<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-10 Roles <strong>and</strong> Responsibilities of the <strong>Board</strong>_May28,2007.doc


G<br />

Section:<br />

Subject:<br />

2 - 20<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Roles <strong>and</strong> Responsibilities of<br />

the Directors<br />

Page: 1 of 3<br />

Approved: Jan. 18, 2010<br />

Supersedes: Feb. 11, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Amended By Approved By: Reason(s) for Change<br />

Governance Committee <strong>Board</strong> of Directors Referred to policies that were non existent in<br />

section: <strong>Board</strong> Policies<br />

Job Description – <strong>Board</strong> of Directors<br />

Duties <strong>and</strong> Expectations of the Director<br />

Purpose<br />

The Foundation is committed to ensuring that it achieves st<strong>and</strong>ards of excellence in the quality of its<br />

governance <strong>and</strong> has adopted this policy describing the duties <strong>and</strong> expectations of directors.<br />

Application<br />

This policy applies to all elected <strong>and</strong> ex-officio directors <strong>and</strong> is provided to directors before they are<br />

appointed to the board. A director who wishes to serve on the board must confirm in writing that he or she<br />

will abide by this policy.<br />

Position Description – <strong>Board</strong> of Directors<br />

As a member of the board, <strong>and</strong> in contributing to the collective achievement of the role of the board, the<br />

individual director is responsible for the following:<br />

● Fiduciary Duties<br />

Each director is responsible to act honestly, in good faith, <strong>and</strong> in the best interests of the Foundation <strong>and</strong>,<br />

in so doing, to support the Foundation in fulfilling its mission <strong>and</strong> discharging its accountabilities.<br />

A director shall apply the level of skill <strong>and</strong> judgment that may reasonably be expected of a person with<br />

his or her knowledge <strong>and</strong> experience. Directors with special skill <strong>and</strong> knowledge are expected to apply<br />

that skill <strong>and</strong> knowledge to matters that come before the board.<br />

● Accountability<br />

A director’s fiduciary duties are owed to the Foundation. The director is not solely accountable to any<br />

special group of interest <strong>and</strong> shall act <strong>and</strong> make decisions that are in the best interests of the Foundation<br />

as a whole. A director shall be knowledgeable of the stakeholders to whom the Foundation is accountable<br />

<strong>and</strong> shall appropriately take into account the interests of such stakeholders when making decisions as a<br />

director but shall not prefer the interests of any one group if to do so would not be in the best interests of<br />

the Foundation.<br />

● Education<br />

A director shall be knowledgeable about:<br />

▪ The operations of the Foundation;<br />

▪ The duties <strong>and</strong> expectations of a director;<br />

▪ The board’s governance role;<br />

▪ <strong>Board</strong>’s governance structure <strong>and</strong> processes;<br />

▪ <strong>Board</strong> adopted governance policies; <strong>and</strong>,<br />

▪ Foundation policies applicable to board members.<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-20 Roles <strong>and</strong> Responsibilities of the Directors Jan 18,10.doc


G<br />

Section:<br />

Subject:<br />

2 - 20<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Roles <strong>and</strong> Responsibilities of<br />

the Directors<br />

Page: 2 of 3<br />

Approved: Jan. 18, 2010<br />

Supersedes: Feb. 11, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

A director will participate in a board orientation session, orientation to committees, board retreats <strong>and</strong><br />

board education sessions.<br />

● <strong>Board</strong> Policies<br />

A director shall be knowledgeable of <strong>and</strong> comply with the board <strong>and</strong> Foundation policies that are<br />

applicable to the board including:<br />

▪ This Policy;<br />

▪ The <strong>Board</strong>’s Conflict of Interest Policy (Bylaw 4.19);<br />

▪ The <strong>Board</strong>’s Public Statements <strong>and</strong> Accountability Policy (Bylaw 4.7); <strong>and</strong>,<br />

▪ The <strong>Board</strong>’s Privacy Policy.<br />

● Teamwork<br />

A director shall develop <strong>and</strong> maintain sound relations <strong>and</strong> work co-operatively <strong>and</strong> respectfully with the<br />

board chair, members of the board <strong>and</strong> senior management.<br />

● Community Representation <strong>and</strong> Support<br />

A director shall represent the board <strong>and</strong> the Foundation in the community when asked to do so by the<br />

board chair or the Executive Director. <strong>Board</strong> members shall provide financial support to the Foundation<br />

in accordance with their means <strong>and</strong> shall support the Foundation through attendance at Foundation<br />

sponsored events.<br />

● Time <strong>and</strong> Commitment<br />

A director is expected to commit the time required to perform board <strong>and</strong> committee duties. It is expected<br />

that a director will devote a minimum of between 5 <strong>and</strong> 10 hours per month.<br />

The board meets approximately seven times a year <strong>and</strong> a director is expected to adhere to the board’s<br />

attendance policy that requires normally attending at least 70 percent of board meetings.<br />

A director is expected to serve on at least one st<strong>and</strong>ing committee.<br />

● Contribution to Governance<br />

Directors are expected to make a contribution to the governance role of the board through:<br />

▪ Reading materials in advance of meetings <strong>and</strong> coming prepared to contribute to discussions;<br />

▪ Offering constructive contributions to board <strong>and</strong> committee discussions;<br />

▪ Contributing his or her special expertise <strong>and</strong> skill;<br />

▪ Respecting the view of other members of the board;<br />

▪ Voicing conflicting opinions during board <strong>and</strong> committee meetings but respecting the decision of the<br />

majority even when the director does not agree with it;<br />

▪ Respecting the role of the chair;<br />

▪ Respecting the role <strong>and</strong> Terms of Reference of board committees; <strong>and</strong>,<br />

▪ Participating in board evaluations <strong>and</strong> annual performance reviews.<br />

● Continuous Improvement<br />

A director shall commit to be responsible for continuous self-improvement.<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-20 Roles <strong>and</strong> Responsibilities of the Directors Jan 18,10.doc


G<br />

Section:<br />

Subject:<br />

2 - 20<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Roles <strong>and</strong> Responsibilities of<br />

the Directors<br />

Page: 3 of 3<br />

Approved: Jan. 18, 2010<br />

Supersedes: Feb. 11, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Term <strong>and</strong> Renewal<br />

A director is elected for a term of three years <strong>and</strong> may serve for a maximum of nine years. A director’s<br />

renewal is not automatic <strong>and</strong> shall depend on the director’s performance.<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-20 Roles <strong>and</strong> Responsibilities of the Directors Jan 18,10.doc


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

<strong>Board</strong> of Directors – Executive<br />

Director Partnership<br />

2-30<br />

Page: 1 of 1<br />

Approved: March 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Activity<br />

1. Relationship Building<br />

<strong>Board</strong> of Directors Executive Director<br />

Build <strong>and</strong> sustain organizational culture Share Lead<br />

<strong>Board</strong> team building Lead Support<br />

<strong>Board</strong> meeting management Lead Support<br />

<strong>Board</strong> recruitment <strong>and</strong> orientation Lead Support<br />

<strong>Board</strong> development <strong>and</strong> assessment Lead Support<br />

Hiring, assessment, <strong>and</strong> removal of Executive<br />

Lead Support<br />

Director<br />

Hiring staff <strong>and</strong> volunteers Support Lead<br />

Staff development <strong>and</strong> assessment Support Lead<br />

Staff <strong>and</strong> volunteer team building Support Lead<br />

Staff <strong>and</strong> volunteer recognition<br />

2. Community Liaison<br />

Lead<br />

Build community partnerships Support Lead<br />

Raise organizational visibility Share Lead<br />

Ensure broad representation Share Lead<br />

Build a multicultural organization<br />

3. Visioning – <strong>and</strong> planning<br />

Share Lead<br />

Ensure mission-based decisions Lead Support<br />

Create organizational vision Support Lead<br />

Establish organization priorities Support Lead<br />

Develop operations policies Support Lead<br />

Monitor strategic plan’s accomplishments Lead Support<br />

Develop <strong>and</strong> assess programs<br />

4. Resource Development<br />

Support Lead<br />

Create fundraising plans Support Lead<br />

Cultivate <strong>and</strong> ask major donors Support Lead<br />

Develop <strong>and</strong> analyze annual fund Support Lead<br />

Build funder relationships Support Lead<br />

Develop annual budgets Support Lead<br />

Prepare financial reports Support Lead<br />

Approves & monitors budgets <strong>and</strong> finances Lead Support<br />

5. Change Agent<br />

Develop <strong>and</strong> manage organization change<br />

processes<br />

Support Lead<br />

Create <strong>and</strong> manage executive transition process Lead Support<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-30 <strong>Board</strong> & Executive Director Partnership_March 17, 2008.doc


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Job Description – Chair of the<br />

<strong>Board</strong><br />

2 - 40<br />

Page: 1 of 2<br />

Approved: February 1, 2008<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Role:<br />

Subject to the authority of the <strong>Board</strong> of Directors, the Chair of the <strong>Board</strong> shall be responsible for<br />

the general management <strong>and</strong> direction of the affairs of the Foundation <strong>and</strong> shall act as Chair of<br />

the <strong>Board</strong> of the Foundation <strong>and</strong> as an ex officio member at all st<strong>and</strong>ing committee meetings of<br />

the Foundation. In addition, the Chair of the <strong>Board</strong> shall have such other powers <strong>and</strong> duties as<br />

the <strong>Board</strong> may prescribe.<br />

Specific Responsibilities:<br />

The Chair of the <strong>Board</strong> shall:<br />

• assume the title of President for formal reporting purposes <strong>and</strong> other than acting in this<br />

capacity shall assume no administrative function as such<br />

• be a member of the <strong>Board</strong> of Directors <strong>and</strong> preside at all formal meetings of the <strong>Board</strong><br />

• arrange for the Vice-Chair to chair formal meetings of the <strong>Board</strong> in the absence of the<br />

President<br />

• be responsible for the general management <strong>and</strong> direction of the Foundation<br />

• exhibit a strong commitment to the work of the organization<br />

• be informed of the services provided by the <strong>KidsAbility</strong> Centre <strong>and</strong> publicly support them<br />

• exhibit a sound knowledge of <strong>and</strong> skills in one or more areas of <strong>Board</strong> governance: policy,<br />

finance, programs, <strong>and</strong> personnel<br />

• preside at all formal meetings of the <strong>Board</strong> of Directors <strong>and</strong> of the Members<br />

• attend <strong>and</strong> chair all Executive Committee meetings<br />

• attend <strong>and</strong> address the Annual General Meeting on behalf of the Foundation<br />

• prepare for <strong>and</strong> participate in the discussions <strong>and</strong> the deliberations of the <strong>Board</strong><br />

• to foster a positive working relationship with other <strong>Board</strong> members, <strong>and</strong> Foundation staff<br />

• signing authority on behalf of the <strong>Board</strong> for financial <strong>and</strong> legal purposes<br />

• represent the Foundation to Government <strong>and</strong> Municipal officials<br />

• ensure that the minutes are an accurate reflection of the meetings<br />

• perform any additional duties assigned by the <strong>Board</strong><br />

• work with the Executive Committee to provide guidance, leadership, <strong>and</strong> direction to the<br />

<strong>Board</strong> as it fulfills its particular m<strong>and</strong>ate<br />

• appoint the chairpersons of committees, in consultation with other <strong>Board</strong> members<br />

• help guide <strong>and</strong> mediate <strong>Board</strong> actions with respect to organizational priorities <strong>and</strong><br />

governance concerns<br />

• review, with the help of the members of the Executive, any issues of concern assigned to the<br />

Chair of the <strong>Board</strong> by the <strong>Board</strong><br />

• monitor financial planning <strong>and</strong> financial reports<br />

• play a leading role in fundraising activities<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-40 Job Description - Chair of the <strong>Board</strong>_February 1, 2008.doc


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Job Description – Chair of the<br />

<strong>Board</strong><br />

2 - 40<br />

Page: 2 of 2<br />

Approved: February 1, 2008<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

• formally evaluate the performance of the Executive Director <strong>and</strong> informally evaluate the<br />

effectiveness of the members of the <strong>Board</strong><br />

• evaluate annually the performance of the organization in achieving its mission<br />

• be aware of <strong>and</strong> abstain from any conflict of interest<br />

• establish overall long- <strong>and</strong> short-term goals, objectives, <strong>and</strong> priorities for the Foundation in<br />

meeting the needs of the community<br />

• be the primary spokesperson for the Foundation to the media <strong>and</strong> the community at large<br />

• report to the <strong>Board</strong> on the status of major programs<br />

• set <strong>Board</strong> meeting agendas in conjunction with the Executive Committee<br />

• adhere to general duties as outlined in the Directors’ <strong>and</strong> the <strong>Board</strong>’s Roles <strong>and</strong><br />

Responsibilities statements<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-40 Job Description - Chair of the <strong>Board</strong>_February<br />

1, 2008.doc


G<br />

Section:<br />

Subject:<br />

2 - 50<br />

Governance – Job<br />

Job Description – Vice Chair Page: 1 of 1<br />

Descriptions &<br />

Responsibilities<br />

Approved: February 11, 2008<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Role:<br />

During the absence or unavailability of the Chair, the presidential duties <strong>and</strong> powers may<br />

be exercised by the Vice-Chair. If the Vice-Chair, or such other director as the <strong>Board</strong><br />

may appoint for the purpose, exercises any such duty or power, the absence or<br />

unavailability of the Chair shall be presumed. The Vice-Chair shall have such other<br />

powers <strong>and</strong> duties as the <strong>Board</strong> or the Chair may prescribe.<br />

Specific Responsibilities:<br />

The Vice-Chair shall:<br />

• be a member of the <strong>Board</strong> of Directors<br />

• exhibit a strong commitment to the work of the organization<br />

• exhibit a sound knowledge of <strong>and</strong> skills in one or more areas of <strong>Board</strong> governance:<br />

policy, finance, programs, <strong>and</strong> personnel<br />

• have signing authority on behalf of the <strong>Board</strong> for financial <strong>and</strong> legal purposes<br />

• be conversant with the services provided by the Centre <strong>and</strong> publicly support them<br />

• prepare for <strong>and</strong> participate in the discussions <strong>and</strong> the deliberations of the <strong>Board</strong><br />

• be an active member of the Executive Committee<br />

• attend all Executive Committee meetings<br />

• attend all meetings of the <strong>Board</strong> of Directors<br />

• attend the Annual General Meeting in June<br />

• chair board meetings in the absence of the Chair<br />

• perform the Chair’s duties when the Chair is unavailable to perform them<br />

• work closely with the Chair <strong>and</strong> Foundation staff<br />

• perform any other duties assigned by the Chair or the <strong>Board</strong><br />

• adhere to the general duties outlined in the board member job description<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-50 Job Description - Vice-Chair_February 11,<br />

2008.doc


G<br />

Section:<br />

Subject:<br />

2 - 60<br />

Governance – Job<br />

Job Description – Past Chair Page: 1 of 1<br />

Descriptions &<br />

Responsibilities<br />

Approved: February 11, 2008<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Role:<br />

Drawing on the experience gained while serving as the Foundation’s Chair, the Past Chair will<br />

advise <strong>and</strong> support the current Chair <strong>and</strong> exercise the duties <strong>and</strong> powers of the Chair <strong>and</strong> Vice-<br />

Chair in their absence or in an instance of their unavailability.<br />

Specific Responsibilities:<br />

The Past-Chair shall:<br />

Governance:<br />

• be a member of the <strong>Board</strong> of Directors of the Foundation <strong>and</strong> of its Executive Committee<br />

• preside at meetings of the <strong>Board</strong> of Directors <strong>and</strong> of the Members of the Corporation in the<br />

absence of the President <strong>and</strong> the Vice-President<br />

• attend the Annual General Meeting<br />

Management:<br />

• be a signing authority on behalf of the <strong>Board</strong> for financial <strong>and</strong> legal purposes<br />

Personal:<br />

• be well informed of the services provided by the Centre <strong>and</strong> publicly support them<br />

• exhibit a sound knowledge of <strong>and</strong> skills in one or more areas of <strong>Board</strong> governance, such as<br />

policy, finance, programs, <strong>and</strong> personnel<br />

Other:<br />

• perform any additional duties assigned by the President, including, for example, acting as a<br />

media or public representative, or assuming responsibility for or significant involvement in<br />

an annual event<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-60 Job Description - Past Chair_February 11, 2008.doc


G<br />

Section:<br />

Subject:<br />

2 - 70<br />

Governance – Job<br />

Job Description - Secretary Page: 1 of 2<br />

Descriptions &<br />

Responsibilities<br />

Approved: February 11, 2008<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Role:<br />

The Secretary is responsible for all governance-related records of the Foundation.<br />

Specific Responsibilities:<br />

The Secretary shall<br />

Governance:<br />

• be a member of the <strong>Board</strong> of Directors <strong>and</strong> of the Executive Committee of the <strong>Board</strong> of<br />

Directors<br />

• give required notice of meetings of the <strong>Board</strong> of Directors, of the Executive Committee of<br />

the <strong>Board</strong>, <strong>and</strong> of the Annual Meeting of the Foundation<br />

• ensure the appropriate recording of the minutes of the meetings of the <strong>Board</strong> of Directors,<br />

Executive Committee, <strong>and</strong> the Annual General Meeting <strong>and</strong> that their approved minutes as<br />

well as those of all st<strong>and</strong>ing <strong>and</strong> ad hoc committees are appropriately preserved for future<br />

reference<br />

• attend the Annual General Meeting<br />

• keep <strong>and</strong> maintain the following documents:<br />

(a) a copy of the Articles of Incorporation <strong>and</strong> all memor<strong>and</strong>a of agreement<br />

(b) all By-laws, Resolutions, <strong>and</strong> Special Resolutions<br />

(c) a register of Directors, setting out the names, addresses, <strong>and</strong> occupations of all persons<br />

who are or have been Directors, <strong>and</strong> the dates they became <strong>and</strong> ceased to be Directors;<br />

(d) a register of Members setting out the names <strong>and</strong> addresses of all current Members <strong>and</strong><br />

those who have been Members during the preceding 10 years<br />

• be custodian of the Corporate Seal, <strong>and</strong> of all books, records, correspondence, <strong>and</strong> documents<br />

of the Foundation<br />

• receive the resignation of any Director<br />

Management:<br />

• be a signing authority on behalf of the <strong>Board</strong> for financial <strong>and</strong> legal purposes<br />

Personal:<br />

• exhibit a sound knowledge of <strong>and</strong> skills in one or more areas of <strong>Board</strong> governance, especially<br />

in the areas of policy, programs <strong>and</strong> personnel<br />

• be well informed of the services provided by the Centre <strong>and</strong> publicly support them<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-70 Job Description - Secretary_February 11, 2008.doc


G<br />

Section:<br />

Subject:<br />

2 - 70<br />

Governance – Job<br />

Job Description - Secretary Page: 2 of 2<br />

Descriptions &<br />

Responsibilities<br />

Approved: February 11, 2008<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Other:<br />

• perform any other related duty as may be appropriately assigned by the Chair or the <strong>Board</strong><br />

from time to time<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-70 Job Description - Secretary_February 11, 2008.doc


G<br />

Section:<br />

Subject:<br />

2 - 80<br />

Governance – Job<br />

Job Description - Treasurer Page: 1 of 2<br />

Descriptions &<br />

Responsibilities<br />

Approved: December 5, 2007<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Role:<br />

The role of the Treasurer is to advise the <strong>Board</strong> on financial <strong>and</strong> accounting matters that affect<br />

the organization <strong>and</strong> to ensure that the <strong>Board</strong> is provided with adequate financial information to<br />

perform its fiduciary responsibilities.<br />

Specific Responsibilities:<br />

The Treasurer shall:<br />

Governance:<br />

• be a member of the <strong>Board</strong> of Directors <strong>and</strong> of its Executive Committee<br />

• be Chair of the Finance <strong>and</strong> Audit Committee<br />

• attend the Annual General Meeting<br />

Management:<br />

• ensure that there are adequate internal controls over the accounting process<br />

• track investments <strong>and</strong> periodically report to the <strong>Board</strong> on investment performance<br />

• ensure that the organization follows CRA guidelines for receipting<br />

• assist the Executive Director in preparing <strong>and</strong> presenting the annual budget<br />

• review monthly financials prepared by the Data Manager prior to all board meetings<br />

• review monthly statements from the Investment Manager covering endowment funds<br />

• be a signing authority on behalf of the <strong>Board</strong> for financial <strong>and</strong> legal purposes<br />

• assist the Data Manager with accounting/bookkeeping matters as required<br />

• answer questions from the Executive Director <strong>and</strong> the Data Manager related to charitable<br />

receipting following CRA guidelines<br />

• prepare draft statements at year end for the auditors <strong>and</strong> review all journal entries made in<br />

their preparation<br />

• determine annual interest income available for designated funds in the endowment, such<br />

as, for example, the Carol Shantz Bursary Fund, the Bill Herzog Endowment Fund, <strong>and</strong><br />

the Roy Brown – Rotary Club of Kitchener-Gr<strong>and</strong> River Bursary Fund<br />

• review <strong>and</strong> approve annual requests for transfers from community foundations<br />

• prepare <strong>and</strong> present the Treasurer’s Report at the Annual General Meeting in June<br />

• ensure that designated funds received are transferred to the Centre on a timely basis<br />

• ensure endowment funds are transferred to the Investment Manager on a timely basis<br />

• determine the timing of payments of undesignated donations (amount promised) to the<br />

Centre<br />

• monitor the appropriateness of accounting policies<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-80 Job Description - Treasurer_December 5,2007.doc


G<br />

Section:<br />

Subject:<br />

2 - 80<br />

Governance – Job<br />

Job Description - Treasurer Page: 2 of 2<br />

Descriptions &<br />

Responsibilities<br />

Approved: December 5, 2007<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

• make recommendations to the <strong>Board</strong> regarding the Stabilization Fund<br />

Personal:<br />

• exhibit a sound knowledge of <strong>and</strong> skills in all relevant aspects of financial stewardship<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-80 Job Description - Treasurer_December 5,2007.doc


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Job Description – Executive<br />

Director<br />

2-90<br />

Page: 1 of 2<br />

Approved: February 11, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Role:<br />

The Executive Director is appointed by the <strong>Board</strong> of Directors to whom the ED is immediately<br />

responsible. The Executive Director is the individual responsible for directing the Foundation’s<br />

fund-raising activities <strong>and</strong> is charged with the managerial responsibility for the Foundation’s<br />

day-to-day operations.<br />

Specific Responsibilities:<br />

The Executive Director shall:<br />

Governance:<br />

• Work with the <strong>Board</strong> of Directors to develop an annual plan as well as a long-range<br />

strategic plan with respect to fund-raising activities;<br />

• Provide the <strong>Board</strong> of Directors with regular detailed reports on the progress of the<br />

Foundation’s fund-raising activities;<br />

• Establish annual fund-raising targets <strong>and</strong> provide the <strong>Board</strong> with regular updates with<br />

respect to the achieving of those targets.<br />

Managerial <strong>and</strong> Operational:<br />

• Assume leadership responsibility for the achieving of the annual fund-raising goals <strong>and</strong><br />

objectives <strong>and</strong>, accordingly, for the establishing of the tactical means necessary for their<br />

realization;<br />

• Ensure that the Foundation’s fund-raising activities are consistent with the Foundation’s<br />

mission, vision, <strong>and</strong> values;<br />

• Ensure that the Foundation functions in all of its fund-raising <strong>and</strong> managerial activities in<br />

an ethical <strong>and</strong> legal manner;<br />

• Ensure that appropriate policies <strong>and</strong> procedures are in place <strong>and</strong> in practice to provide for<br />

the effective, efficient, <strong>and</strong> responsible operation of all aspects of the Foundation office;<br />

• Manage all the human, physical, <strong>and</strong> financial aspects of the day-to-day operations of the<br />

Foundation, including supervising the Foundation’s staff <strong>and</strong> providing a thorough<br />

annual review of the performance of each staff member;<br />

• Ensure that office volunteers receive appropriate guidance <strong>and</strong> supervision;<br />

• Establish a productive working relationship with the Directors of the Foundation, the<br />

CEO of the <strong>KidsAbility</strong> Centre, <strong>KidsAbility</strong> Centre Staff, <strong>and</strong> the <strong>KidsAbility</strong> <strong>Board</strong> of<br />

Directors;<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-90 Job Description Executive Director Feb 11 08.doc


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Job Description - Executive<br />

Director<br />

2 - 90<br />

Page: 2 of 2<br />

Approved: February 11, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

• Develop a productive working relationship with those individuals <strong>and</strong> organizations<br />

within the community <strong>and</strong> beyond whose familiarity may enhance the Executive<br />

Director’s ability to function effectively as the Foundation’s fund-raiser.<br />

• Develop <strong>and</strong> implement a communications plan <strong>and</strong> represent the Foundation in its<br />

relationship with the media.<br />

Personal:<br />

• Develop a sound knowledge of all aspects of the principles of effective fund-raising <strong>and</strong><br />

their practical application;<br />

• Be intimately aware of the nature of the local community as well of those activities<br />

within the community relevant to the work the Foundation;<br />

• Engage in ongoing professional development with respect to all aspects of effective fundraising;<br />

• Have a demonstrated ability to work effectively with people on an inter-personal <strong>and</strong><br />

managerial level;<br />

• Cultivate positive personal relationships with existing <strong>and</strong> potential donors;<br />

• Be well informed of the services provided by the Centre <strong>and</strong> publicly support them;<br />

• Be flexible with respect to time allocation, underst<strong>and</strong>ing that the Executive Director’s<br />

position does not fit neatly into a 9-to-5 template.<br />

Other:<br />

• Perform any other related duty as may be appropriately assigned by the <strong>Board</strong> from time<br />

to time.<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-90 Job Description Executive Director Feb 11 08.doc


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Executive Director’s Performance<br />

Appraisal Form<br />

2-100<br />

Page: 1 of 7<br />

Approved: April 28, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Name:<br />

Executive Director’s Performance Appraisal Form – Internal Format<br />

Job Title: Executive Director<br />

PREPARED BY: ______________________________<br />

PROCESS:<br />

Date:<br />

Years with Organization:<br />

1. The Executive Director’s performance review is conducted annually during the month of February<br />

<strong>and</strong> the results are presented to the <strong>Board</strong> in an in-camera session during its March meeting.<br />

2. All Foundation <strong>Board</strong> members will be asked to return the completed form to the Chair of the<br />

<strong>Board</strong> within one week of its dissemination.<br />

3. The Chair of the <strong>Board</strong> will co-ordinate the information in consultation with at least one member<br />

of the Executive Committee <strong>and</strong> discuss the findings with the Executive Committee in advance of<br />

the presentation at the March meeting of the <strong>Board</strong>.<br />

4. Discussions at each of the above-mentioned sessions will focus on performance results, the<br />

upcoming year’s goals <strong>and</strong> targets, as well as salary considerations for the upcoming contract year.<br />

5. As part of the process, the Executive Director will complete the appraisal form <strong>and</strong> provide a selfevaluation<br />

with respect to the attainment of the goals <strong>and</strong> objectives which had been previously<br />

agreed upon for the contract year under review.<br />

PLEASE PROVIDE YOUR PERCEPTION OF THE EXECUTIVE DIRECTOR’S<br />

PERFORMANCE FOR EACH OF THE FOLLLOWING CRITERIA:<br />

1. Supports the <strong>Board</strong> to Achieve its Mission <strong>and</strong> Vision<br />

Works closely with the Chair, Executive, <strong>and</strong> <strong>Board</strong> to facilitate achieving the Mission <strong>and</strong> Vision of<br />

the Foundation <strong>and</strong> does so in a manner consistent with the <strong>Board</strong>’s statement of Values.<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-100 - EDPerformanceEvaluationForm_April 28, 2008.doc


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Executive Director’s Performance<br />

Appraisal Form<br />

2-100<br />

Page: 2 of 7<br />

Approved: April 28, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Excellent<br />

Comments:<br />

Excellent<br />

Better than<br />

Average<br />

Better than<br />

Average<br />

Average<br />

Average<br />

Below<br />

Average<br />

Below<br />

Average<br />

Needs<br />

Improvement<br />

Needs<br />

Improvement<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-100 - EDPerformanceEvaluationForm_April 28, 2008.doc<br />

Don’t know<br />

2. Facilitates the Annual Planning Process<br />

Works with the <strong>Board</strong> in contributing to the annual budgeting <strong>and</strong> planning process. Contributes to the<br />

strategic planning process.<br />

Comments:<br />

3. Management of Foundation Operations/General <strong>Administration</strong><br />

Provides effective management of the Foundation office.<br />

Excellent<br />

Comments:<br />

Better than<br />

Average<br />

Average<br />

Below<br />

Average<br />

Needs<br />

Improvement<br />

Don’t know<br />

Don’t know


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Executive Director’s Performance<br />

Appraisal Form<br />

2-100<br />

Page: 3 of 7<br />

Approved: April 28, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

4. Asset Development<br />

Develops, co-ordinates <strong>and</strong> implements plans <strong>and</strong> strategies to enhance the annual Kids Can’t Wait<br />

Campaign to provide operating funding <strong>and</strong> also to increase the Endowment Fund of the Foundation.<br />

Excellent<br />

Comments:<br />

Better than<br />

Average<br />

Average<br />

Below<br />

Average<br />

Needs<br />

Improvement<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-100 - EDPerformanceEvaluationForm_April 28, 2008.doc<br />

Don’t know<br />

5. Institutional Communications<br />

Develops <strong>and</strong> implements communications strategies with stakeholders including staff, donors <strong>and</strong><br />

media.<br />

Excellent<br />

Comments:<br />

Better than<br />

Average<br />

6. Personal Communications<br />

Communicates effectively with:<br />

Average<br />

Below<br />

Average<br />

Needs<br />

Improvement<br />

Don’t<br />

know


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Executive Director’s Performance<br />

Appraisal Form<br />

2-100<br />

Page: 4 of 7<br />

Approved: April 28, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

a) The <strong>Board</strong><br />

Excellent<br />

Comments:<br />

b) Foundation staff<br />

Excellent<br />

Comments:<br />

c) Volunteers<br />

Excellent<br />

Comments:<br />

Better than<br />

Average<br />

Better than<br />

Average<br />

Better than<br />

Average<br />

Average<br />

Average<br />

Average<br />

Below<br />

Average<br />

Below<br />

Average<br />

Below<br />

Average<br />

Needs<br />

Improvement<br />

Needs<br />

Improvement<br />

Needs<br />

Improvement<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-100 - EDPerformanceEvaluationForm_April 28, 2008.doc<br />

Don’t<br />

know<br />

Don’t<br />

know<br />

Don’t<br />

know


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Executive Director’s Performance<br />

Appraisal Form<br />

2-100<br />

Page: 5 of 7<br />

Approved: April 28, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

d) Donors<br />

Excellent<br />

Comments:<br />

Better than<br />

Average<br />

e) <strong>KidsAbility</strong> Centre Staff<br />

Excellent<br />

Comments:<br />

Better than<br />

Average<br />

Average<br />

Average<br />

Below<br />

Average<br />

Below<br />

Average<br />

Needs<br />

Improvement<br />

Needs<br />

Improvement<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-100 - EDPerformanceEvaluationForm_April 28, 2008.doc<br />

Don’t know<br />

Don’t know


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Executive Director’s Performance<br />

Appraisal Form<br />

2-100<br />

Page: 6 of 7<br />

Approved: April 28, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

7. Community Leadership<br />

Effectively represents the Foundation in the community.<br />

Excellent<br />

Comments:<br />

Better than<br />

Average<br />

Average<br />

Below<br />

Average<br />

8. Staff Development<br />

Effectively recruits <strong>and</strong> trains staff including office volunteers.<br />

Excellent<br />

Comments:<br />

Better than<br />

Average<br />

Average<br />

9. Personal Development<br />

Undertakes personal development courses <strong>and</strong> training.<br />

Excellent<br />

Comments:<br />

Better than<br />

Average<br />

Average<br />

Below<br />

Average<br />

Below<br />

Average<br />

Needs<br />

Improvement<br />

Needs<br />

Improvement<br />

Needs<br />

Improvement<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-100 - EDPerformanceEvaluationForm_April 28, 2008.doc<br />

Don’t know<br />

Don’t<br />

know<br />

Don’t<br />

know


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Executive Director’s Performance<br />

Appraisal Form<br />

2-100<br />

Page: 7 of 7<br />

Approved: April 28, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

10. Overall Performance & Areas for Improvement<br />

Excellent<br />

Comments:<br />

Better than<br />

Average<br />

Average<br />

Below<br />

Average<br />

Needs<br />

Improvement<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-100 - EDPerformanceEvaluationForm_April 28, 2008.doc<br />

Don’t know


G<br />

Section:<br />

Governance – Job<br />

Descriptions &<br />

Responsibilities<br />

Subject:<br />

Honorary Titles <strong>and</strong><br />

Distinctions Policy<br />

2-101<br />

Page: 1 of 1<br />

Approved: February 9, 2009<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Principle:<br />

It is right <strong>and</strong> proper for the Foundation to honour those individuals or groups of<br />

individuals who have provided distinctive service to the work of the <strong>Board</strong> of Directors.<br />

Procedures:<br />

1. Honorary titles <strong>and</strong> distinctions are designed to honour those individuals or<br />

groups of individuals who have provided distinctive service to the work of the<br />

<strong>Board</strong> of Directors in the pursuit of its activities as such; that is, as distinct from<br />

activities that are more appropriately defined as donor recognition.<br />

2. The committee charged with formally recommending those individuals deemed<br />

worthy of such special honorary titles or distinctions will consist of the Chair of<br />

the <strong>Board</strong>, the Vice-Chair, the Past Chair, the Chair of the Governance<br />

Committee, <strong>and</strong> the Executive Director of the Foundation.<br />

3. The Past Chair of the <strong>Board</strong> shall serve as chair of the committee.<br />

4. Recommendations for the conferring of specific honorary titles <strong>and</strong> distinctions<br />

will be made directly to the <strong>Board</strong> of Directors.<br />

5. Where the responsibility to confer a specific honor resides with the <strong>Board</strong> of<br />

Directors, that decision will normally be taken at the <strong>Board</strong> meeting which occurs<br />

immediately prior to the Annual General Meeting.<br />

6. Where the responsibility to confer a specific honor resides with the Annual<br />

General meeting, the committee’s recommendations must reach the <strong>Board</strong> of<br />

Directors no later than the penultimate meeting of the <strong>Board</strong> prior to the Annual<br />

General Meeting.<br />

T:\Policies\Governance\2 - Job Descriptions & Responsibilities\2-101 Honorary Titles & Distinctions Policy_February<br />

9, 2009.doc


G Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference<br />

- Executive Committee<br />

3 - 10<br />

Page: 1 of 2<br />

Approved: February 11, 2008<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Purpose:<br />

To discuss <strong>and</strong>, when necessary, to deal with matters <strong>and</strong> issues requiring immediate attention in<br />

an instance where it is impossible or impractical to arrange for a full meeting of the <strong>Board</strong> of<br />

Directors.<br />

Objectives <strong>and</strong> Strategic Responsibilities:<br />

• To have a st<strong>and</strong>ing committee of the <strong>Board</strong> that can meet on short notice to discuss <strong>and</strong><br />

make decisions of immediate importance;<br />

• To act in the name of the <strong>Board</strong> where necessity requires immediate action, but to be<br />

always conscious of the fact that it is not the role of the Committee to assume<br />

responsibility for activity more properly assigned to the <strong>Board</strong> in normal circumstances<br />

or to inhibit detailed <strong>and</strong> open discussion of issues which ought normally to receive the<br />

full attention of the members of the <strong>Board</strong>;<br />

• To provide a detailed report to the <strong>Board</strong> of any such meeting <strong>and</strong> to seek the post facto<br />

support of the <strong>Board</strong> for any decision taken by the Committee.<br />

Membership <strong>and</strong> Voting Rights:<br />

Membership shall be ex officio <strong>and</strong> shall consist of the Officers of the <strong>Board</strong> as defined in the<br />

By-laws of the Foundation: namely,<br />

The Chair of the <strong>Board</strong> of Directors who acts as chair;<br />

The Past Chair of the <strong>Board</strong> of Directors;<br />

The Vice Chair of the <strong>Board</strong> of Directors;<br />

The Treasurer of the <strong>Board</strong> of Directors;<br />

The Secretary of the <strong>Board</strong> of Directors.<br />

All members have full voting privileges.<br />

A minimum of 60% of the members of the Committee shall constitute a legal quorum.<br />

Committee Appointment:<br />

All members of the committee shall serve ex officio.<br />

Meetings:<br />

The Executive Committee shall meet at the call of the Chair or as directed by the <strong>Board</strong> of<br />

Directors.<br />

T:\Policies\Governance\3 - Terms of Reference\3-10 Terms of Reference - Executive Committee_February 11, 2008.doc


G Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference<br />

- Executive Committee<br />

3 - 10<br />

Page: 2 of 2<br />

Approved: February 11, 2008<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Responsibility of the Chair:<br />

To ensure that all members receive notice of meetings;<br />

To prepare agenda for meetings in consultation with the staff resource person;<br />

To inform the <strong>Board</strong> of Directors of decisions made by the committee <strong>and</strong> obtain their approval<br />

at the next full meeting of the <strong>Board</strong>;<br />

To ensure that a minimum of 60% of voting members are present to constitute an official quorum<br />

for the purpose of formal voting;<br />

To ensure that in the absence of the Chair an appropriate member of the Committee is delegated<br />

to chair the meeting.<br />

Responsibility of the Resource Person:<br />

The Executive Director will act as the principal resource to the Committee.<br />

The resource person shall:<br />

Assist the Chair in establishing the agenda;<br />

Ensure that the meeting agendas <strong>and</strong> minutes are distributed in a timely manner;<br />

Oversee the preparation of reports <strong>and</strong> material pertaining to the work of the Committee;<br />

Ensure that the official minutes for all Committee meetings are placed in an appropriate location<br />

for safe keeping.<br />

T:\Policies\Governance\3 - Terms of Reference\3-10 Terms of Reference - Executive Committee_February 11, 2008.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Governance Committee<br />

3 - 20<br />

Page: 1 of 3<br />

Approved: Nov. 16, 2009<br />

Supersedes: May 25, 2009<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Amendment by: Approved By: Approval Date: Reason for Change<br />

Governance Committee Foundation <strong>Board</strong> Nov. 16, 2009 Item 4.3<br />

1. PURPOSE:<br />

To Monitor <strong>and</strong> recommend to the <strong>Board</strong> of Directors those mechanisms by which the<br />

<strong>Board</strong> can ensure that its legislated responsibilities are executed effectively.<br />

2. OBJECTIVES:<br />

2.1 Policies:<br />

To monitor, evaluate, <strong>and</strong> recommend to the <strong>Board</strong> of Directors the development of<br />

policies <strong>and</strong> procedures necessary for the <strong>Board</strong> to pursue its m<strong>and</strong>ate effectively.<br />

2.2 By-laws <strong>and</strong> Related Legal Responsibilities:<br />

2.2.1 To ensure that the By-laws of the Foundation are current, appropriate, <strong>and</strong><br />

reflect all legislative requirements <strong>and</strong>, to that end, to review the By-Laws of the<br />

Foundation on a periodic basis <strong>and</strong> to report to the <strong>Board</strong> of Directors the<br />

findings of those reviews;<br />

2.2.2 To recommend to the <strong>Board</strong> of Directors appropriate committee structures<br />

appropriate to the Foundation <strong>and</strong> to recommend Terms of Reference for <strong>Board</strong><br />

Committees;<br />

2.2.3 Recommend to the <strong>Board</strong> of Directors the names of those individuals deemed<br />

appropriate for appointment to the <strong>Board</strong>.<br />

2.2.4 Recommend to the <strong>Board</strong> of Directors the names of those individuals deemed<br />

appropriate for appointment as Officers of the <strong>Board</strong>.<br />

2.3 Strategic Responsibilities:<br />

2.3.1 To initiate a periodic review of the Foundation’s Mission, Vision, <strong>and</strong> Values;<br />

2.3.2 To initiate a periodic review of the Foundation’s Strategic Directions;<br />

2.3.3 To ensure that <strong>Board</strong> <strong>and</strong> committee members receive an appropriate orientation<br />

to the Foundation <strong>and</strong> to provide opportunities for on-going educational<br />

opportunities in order to enhance committee effectiveness;<br />

T:\Policies\Governance\3 - Terms of Reference\3-20 Terms of Reference - Governance Committee_November 16, 2009.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Governance Committee<br />

3 - 20<br />

Page: 2 of 3<br />

Approved: Nov. 16, 2009<br />

Supersedes: May 25, 2009<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

2.3.4 To develop <strong>and</strong> oversee mechanisms that will assist the <strong>Board</strong> of Directors <strong>and</strong><br />

its committees in assessing <strong>and</strong> improving their overall effectiveness;<br />

2.3.5 To develop <strong>and</strong> oversee mechanisms that will assist the <strong>Board</strong> of Directors in<br />

assessing the performance of the Executive Director;<br />

2.3.6 To determine risks associated with Foundation activities in order to mitigate or<br />

to eliminate the Foundation’s exposure to legal liability or public displeasure;<br />

2.3.7 To assist the administrative staff in the drafting of policies <strong>and</strong> procedures<br />

appropriate to the staff.<br />

3.0 MEMBERSHIP AND VOTING RIGHTS:<br />

3.1 The Chair of the <strong>Board</strong> of Directors ex officio.<br />

3.2 The Past Chair of the <strong>Board</strong> of Directors ex officio.<br />

3.3 Three other members of the <strong>Board</strong> of Directors, one of whom shall chair the<br />

Governance Committee <strong>and</strong> one of whom shall be Vice-Chair of the <strong>Board</strong>.<br />

3.4 Two members from the community at large.<br />

3.5 All members appointed to the Committee have full voting privileges.<br />

3.6 A minimum of 50% of the members of the Committee, a majority of whom shall be<br />

members of the <strong>Board</strong> of Directors, shall constitute a legal quorum.<br />

4.0 COMMITTEE APPOINTMENT:<br />

4.1 The Chair of the Committee <strong>and</strong> all Committee members shall be appointed by the<br />

<strong>Board</strong> of Directors.<br />

4.2 New members of the Committee shall be appointed after the Annual General Meeting<br />

of the Foundation.<br />

4.3 Members of the Committee other than ex officio members shall be appointed for twoyear<br />

terms to a maximum of six consecutive years.<br />

4.4 The Chair of the Committee shall be appointed for a two-year term that may be<br />

renewed once.<br />

5.0 MEETINGS:<br />

The Governance Committee shall normally meet a minimum of four times a year, but<br />

actual annual frequency will be determined by Committee members on an as-needed<br />

basis.<br />

T:\Policies\Governance\3 - Terms of Reference\3-20 Terms of Reference - Governance Committee_November 16, 2009.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Governance Committee<br />

3 - 20<br />

Page: 3 of 3<br />

Approved: Nov. 16, 2009<br />

Supersedes: May 25, 2009<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

6.0 RESPONSIBILITY OF THE CHAIR:<br />

6.1 To ensure that notice of Committee meetings shall be sent to all Committee members at<br />

least one week in advance of regularly-scheduled meetings;<br />

6.2 To prepare the agenda for the meeting in consultation with the resource person assigned<br />

to the Committee;<br />

6.3 To ensure that recommendations from the Committee are forwarded to the <strong>Board</strong> of<br />

Directors at its next regular meeting;<br />

6.4 To ensure that a minimum of 50% of the voting members of the Committee are present<br />

to constitute an official quorum for the purpose of formal voting;<br />

6.5 To ensure that in the absence of the Chair an appropriate member of the Committee is<br />

delegated to chair the meeting.<br />

7.0 RESPONSIBILITY OF THE RESOURCE PERSON:<br />

7.1 The Executive Director or an appropriate delegate shall act as the principal resource to<br />

the Committee.<br />

7.2 The resource person shall:<br />

7.2.1 assist the Chair in establishing the agenda;<br />

7.2.2 ensure that meeting agendas a minutes are distributed in a timely manner;<br />

7.2.3 ensure that minutes of the meeting are appropriately recorded;<br />

7.2.4 assist the Chair in preparing all necessary reports pertaining to the work of the<br />

Committee;<br />

7.2.5 ensure that an official copy of the minutes of all meetings of the Committee are<br />

placed in an appropriate location for safe keeping.<br />

T:\Policies\Governance\3 - Terms of Reference\3-20 Terms of Reference - Governance Committee_November 16, 2009.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Finance & Audit Committee<br />

3 - 30<br />

Page: 1 of 3<br />

Approved: June 4, 2012<br />

Supersedes: May 25, 2009<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

Purpose:<br />

To monitor <strong>and</strong> recommend to the <strong>Board</strong> of Directors those mechanisms by which the <strong>Board</strong> can<br />

ensure that its fiscal stewardship responsibilities are being executed effectively.<br />

Objectives with Respect To General Financial Policies <strong>and</strong> Procedures:<br />

• To review <strong>and</strong> recommend to the <strong>Board</strong> of Directors, for its approval, a detailed annual<br />

budget for both capital <strong>and</strong> operating revenues <strong>and</strong> expenditures with respect to the forthcoming<br />

fiscal year;<br />

• To review the detailed annual financial statements <strong>and</strong> to report the Committee’s findings to<br />

the <strong>Board</strong> of Directors for its information <strong>and</strong>/or action;<br />

• To ensure that policies for financial operations <strong>and</strong> systems of financial internal control are in<br />

place;<br />

• To ensure that policies with respect to the systems of control <strong>and</strong> financial reporting are<br />

effective;<br />

• To review the Foundation’s banking arrangements on a periodic basis.<br />

• To review the spending of designated gifts by <strong>KidsAbility</strong> to ensure that they are<br />

appropriately spent as designated by the donor.<br />

Objectives <strong>and</strong> Procedures with Respect to the Annual Audit:<br />

• To receive <strong>and</strong> review the annual audited statements <strong>and</strong> to report on their acceptability to<br />

the <strong>Board</strong> of Directors prior to the <strong>Board</strong>’s approval thereof;<br />

• To review the auditor’s management letter <strong>and</strong> to review with the auditors any<br />

recommendations concerning perceived weaknesses in the accounting system or in the<br />

internal control systems <strong>and</strong> to ascertain management’s response <strong>and</strong> subsequent follow-up<br />

to those recommendations;<br />

• To meet with the auditors in the absence of the staff to review the auditors’ assessment of the<br />

internal accounting controls <strong>and</strong> similar matters <strong>and</strong> to review management’s response to the<br />

auditors’ critique;<br />

• To determine whether the auditors have experienced <strong>and</strong> any problems in performing the<br />

audit, including any restrictions or any obstacles imposed by management, <strong>and</strong> to determine<br />

whether the auditors have noted any significant accounting issues on which there was<br />

disagreement with management.<br />

Membership <strong>and</strong> Voting Rights:<br />

T:\Policies\Governance\3 - Terms of Reference\3-30 Terms of Reference - Finance <strong>and</strong> Audit<br />

Committee_June4,2012.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Finance & Audit Committee<br />

3 - 30<br />

Page: 2 of 3<br />

Approved: June 4, 2012<br />

Supersedes: May 25, 2009<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

• The Chair of the <strong>Board</strong> of Directors ex officio.<br />

• At least three other members of the <strong>Board</strong> of Directors, one of whom shall be treasurer <strong>and</strong><br />

chair of the committee<br />

• The Executive Director of the Foundation is a member ex officio.<br />

• A t least two members from the community at large.<br />

• All members appointed to the Committee have full voting privileges.<br />

• A minimum of 50% of the members of the Committee shall constitute a legal quorum.<br />

Committee Appointment:<br />

• The Chair of the Committee <strong>and</strong> all Committee members shall be appointed by the <strong>Board</strong> of<br />

Directors.<br />

• New members of the Committee shall be appointed after the Annual General Meeting of the<br />

Foundation.<br />

• Members of the Committee other than the Chair of the <strong>Board</strong> of Directors shall be appointed<br />

for two-year terms to a maximum of six consecutive years.<br />

• The Chair of the Committee shall be appointed to a two-year renewable term.<br />

Meetings:<br />

The Committee shall meet a minimum of once a year, but actual annual frequency will be<br />

determined by Committee members on an as-needed basis.<br />

Responsibility of the Chair:<br />

• To ensure that notice of Committee meetings shall be sent to all Committee members at least<br />

one week in advance of regularly-scheduled meetings;<br />

• To prepare the agenda for the meeting in consultation with the resource person assigned to<br />

the Committee;<br />

• To ensure that recommendations from the Committee are forwarded to the <strong>Board</strong> of<br />

Directors at its next regular meeting;<br />

• To ensure that a minimum of 50% of the voting members of the Committee are present to<br />

constitute an official quorum for the purpose of formal voting;<br />

• To ensure that in the absence of the Chair an appropriate member of the Committee is<br />

delegated to chair the meeting.<br />

Responsibility of the Resource Person:<br />

T:\Policies\Governance\3 - Terms of Reference\3-30 Terms of Reference - Finance <strong>and</strong> Audit<br />

Committee_June4,2012.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Finance & Audit Committee<br />

3 - 30<br />

Page: 3 of 3<br />

Approved: June 4, 2012<br />

Supersedes: May 25, 2009<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

The Executive Director or an appropriate delegate shall act as the principal resource to the<br />

Committee. The resource person shall:<br />

• assist the Chair in establishing the agenda;<br />

• ensure that meeting agendas <strong>and</strong> minutes are distributed in a timely manner;<br />

• ensure that minutes of the meeting are appropriately recorded;<br />

• assist the Chair in preparing all necessary reports pertaining to the work of the Committee;<br />

• ensure that an official copy of the minutes of all meetings of the Committee are placed in an<br />

appropriate location for safe keeping.<br />

T:\Policies\Governance\3 - Terms of Reference\3-30 Terms of Reference - Finance <strong>and</strong> Audit<br />

Committee_June4,2012.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Investment Committee<br />

3 - 40<br />

Page: 1 of 2<br />

Approved: March 19, 2012<br />

Supersedes: February 11, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Purpose:<br />

To monitor the returns of the Foundation’s portfolio <strong>and</strong> the adherence of investment decisions<br />

to the Foundation’s investment policies <strong>and</strong> objectives.<br />

Objectives <strong>and</strong> Strategic Responsibilities:<br />

� To ensure that the Foundation’s investment policies <strong>and</strong> procedures are current, appropriate,<br />

<strong>and</strong> faithfully adhere to the goals <strong>and</strong> objectives of the Foundation;<br />

� To initiate an annual review of the Foundation’s investment policies <strong>and</strong> procedures <strong>and</strong> to<br />

report the Committee’s findings <strong>and</strong> recommendations to the <strong>Board</strong> on an annual basis;<br />

� To review the portfolio manager’s performance to ensure compliance with the stated<br />

investment objectives of the fund <strong>and</strong> of the Foundation;<br />

� To review the quality of the portfolio manager’s performance <strong>and</strong> to report to the <strong>Board</strong> the<br />

Committee’s level of satisfaction with respect to that performance.<br />

Membership <strong>and</strong> Voting Rights:<br />

� Up to four members of the <strong>Board</strong> of Directors at least two of whom shall have a<br />

demonstrated expertise in the investment field;<br />

� The Chair of the Committee will be one of the <strong>Board</strong> members;<br />

� The Foundation’s Treasurer will be a member of this Committee<br />

� Additional members from the community at large each of whom shall have a demonstrated<br />

expertise in the investment field.<br />

� All members appointed to the Committee shall have full voting privileges.<br />

� A minimum of 50% of the members of the Committee shall constitute a legal quorum.<br />

� The committee will consist of a minimum of four members<br />

Committee Appointment:<br />

� The Chair of the <strong>Board</strong>, ex officio;<br />

� The Chair of the Committee <strong>and</strong> all members of the Committee, with the exception of the<br />

Chair of the <strong>Board</strong> who shall serve ex officio, shall be appointed by the <strong>Board</strong> of Directors.<br />

� New members of the Committee shall be appointed after the Annual General Meeting of the<br />

Foundation.<br />

� Members of the Committee other than the Chair of the <strong>Board</strong> of Directors shall be appointed<br />

for three-year terms to a maximum of nine consecutive years.<br />

� The Chair of the Committee shall be appointed for a three-year term to a maximum of nine<br />

consecutive years.<br />

T:\Policies\Governance\3 - Terms of Reference\3-40 Terms of Reference - Investment Committee_March 19, 2012.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Investment Committee<br />

3 - 40<br />

Page: 2 of 2<br />

Approved: March 19, 2012<br />

Supersedes: February 11, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Meetings:<br />

The Investment Committee shall normally meet a minimum of two times a year, but actual<br />

annual frequency will be determined by Committee members on an as-needed basis.<br />

Responsibility Of The Chair:<br />

� To ensure the notice of Committee meetings shall be sent to all Committee members at least<br />

once a week in advance of regularly-scheduled meetings;<br />

� To prepare the agenda for the meetings in consultation with the resource person assigned to<br />

the Committee;<br />

� To ensure the recommendations from the Committee are forwarded to the <strong>Board</strong> of Directors<br />

at its next regular meeting;<br />

� To ensure that a minimum of 50% of the voting members of the Committee a majority of<br />

whom shall be members of the <strong>Board</strong> are present to constitute an official quorum for the<br />

purpose of formal voting;<br />

� To ensure that in the absence of the Chair an appropriate member of the Committee is<br />

delegated to chair the meeting.<br />

Responsibility of the Resource Person:<br />

The Executive Director shall appoint an appropriate delegate to act as the principal resource to<br />

the Committee. The resource person shall:<br />

� assist the Chair in establishing the agenda;<br />

� Ensure that meeting agendas <strong>and</strong> minutes are distributed in a timely manner;<br />

� Ensure that minutes of the meeting are appropriately recorded;<br />

� Assist the Chair in preparing all necessary reports pertaining to the work of the Committee;<br />

� Ensure that official copies of the minutes of all meetings of the Committee are placed in an<br />

appropriate location for safe keeping.<br />

T:\Policies\Governance\3 - Terms of Reference\3-40 Terms of Reference - Investment Committee_March 19, 2012.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Nominating Committee<br />

3 - 50<br />

Page: 1 of 3<br />

Approved: Jan. 18, 2010<br />

Supersedes: Dec. 5, 2007<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Amendment by: Approved By: Reason for Change<br />

Governance committee <strong>Board</strong> of Directors Changes to 1 for clarity,<br />

4.1 -chair of the committee instead of board convene a mtg.<br />

4.3 –committee shall poll all directors rather than those<br />

whose terms are about to expire.<br />

1. PURPOSE:<br />

To make recommendations to the board:<br />

1.1 With respect to the appointment of members of the corporation;<br />

1.2 To determine the personnel needs of <strong>and</strong> to make recommendations regarding<br />

- the board of directors of the Foundation <strong>and</strong><br />

- committees of the Foundation<br />

2. OBJECTIVES:<br />

To seek out, assess, <strong>and</strong> recommend to the <strong>Board</strong> of Directors members deemed most<br />

suitable to meet the current <strong>and</strong> anticipated membership needs of the Foundation as<br />

Directors of the <strong>Board</strong> or as members of <strong>Board</strong> committees.<br />

To recommend to the <strong>Board</strong> of Directors the names of those individuals deemed most<br />

appropriate for appointment as Officers of the <strong>Board</strong>.<br />

To recommend to the <strong>Board</strong> of Directors the names of those individuals deemed most<br />

appropriate for appointment as Members of the Corporation.<br />

3. MEMBERSHIP:<br />

a. The Chair of the <strong>Board</strong> of Directors ex officio.<br />

b. The Vice-Chair of the <strong>Board</strong> of Directors ex officio.<br />

c. The Past-Chair of the <strong>Board</strong> of Directors ex officio, who shall serve as chair of the<br />

Committee.<br />

d. Two other members of the <strong>Board</strong> of Directors appointed by the Chair of the<br />

<strong>Board</strong>. One of the members will be drawn from the Governance Committee <strong>and</strong><br />

the other will be the chair of a st<strong>and</strong>ing committee of the <strong>Board</strong>.<br />

4. PROCEDURAL CONSIDERATIONS:<br />

a. The Chair of the Committee shall convene a meeting of the Nominating<br />

Committee early in the calendar year or sooner if there is a need to do so.<br />

b. When considering the appointment of Directors to the <strong>Board</strong>, the Nominating<br />

Committee shall consult the <strong>Board</strong> of Directors’ Profile Matrix to determine the<br />

T:\Policies\Governance\3 - Terms of Reference\3-50 Terms of Reference Nominating Committee Jan 18,2010 approved.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Nominating Committee<br />

3 - 50<br />

Page: 2 of 3<br />

Approved: Jan. 18, 2010<br />

Supersedes: Dec. 5, 2007<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

requisite skills <strong>and</strong> other relevant considerations to maintain a well-rounded<br />

<strong>Board</strong>.<br />

c. The Committee shall poll all Directors in order to determine if they intend to<br />

continue their appointments beyond the Annual General Meeting.<br />

d. The Committee shall invite the Directors to suggest to the Committee c<strong>and</strong>idates<br />

they deem worthy of consideration for appointment to senior leadership positions<br />

on the <strong>Board</strong>, to appointment as Directors of the <strong>Board</strong>, to appointment as<br />

Members of the Corporation, <strong>and</strong> to appointment as members of Committees of<br />

the <strong>Board</strong>.<br />

e. Recommendations of the Nominating Committee will be presented to the<br />

Governance Committee <strong>and</strong> the Governance Committee will provide its<br />

recommendation to the <strong>Board</strong>.<br />

f. Final appointments as Directors of the <strong>Board</strong> <strong>and</strong> appointments as Members of<br />

the Corporation are the prerogative of the Members of the Corporation.<br />

g. Final appointments of Officers of the <strong>Board</strong> <strong>and</strong> members of <strong>Board</strong> committees<br />

are the prerogative of the <strong>Board</strong> of Directors.<br />

5. MEETINGS:<br />

The Nominating Committee shall meet on an as-needed basis, but the timing of<br />

Committee meetings needs to take into consideration the temporal dem<strong>and</strong>s of the<br />

consultative <strong>and</strong> approval requirements of the process <strong>and</strong> the terms of the Policy on<br />

Succession Planning, Recruitments, <strong>and</strong> Appointments.<br />

6.0 RESPONSIBILITY OF THE CHAIR:<br />

6.1 To ensure the notice of Committee meetings shall be sent to all Committee<br />

members at least once a week in advance of scheduled meetings;<br />

6.2 To prepare the agenda for the meetings in consultation with the resource person<br />

assigned to the Committee;<br />

6.3 To ensure the recommendations from the Committee are forwarded to the <strong>Board</strong><br />

of Directors in a timely fashion;<br />

6.4 To ensure that a minimum of 50% of the voting members of the Committee are<br />

present to constitute an official quorum for the purpose of formal voting;<br />

6.5 To ensure that in the absence of the Chair an appropriate member of the<br />

Committee is delegated to chair the meeting.<br />

T:\Policies\Governance\3 - Terms of Reference\3-50 Terms of Reference Nominating Committee Jan 18,2010 approved.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Nominating Committee<br />

3 - 50<br />

Page: 3 of 3<br />

Approved: Jan. 18, 2010<br />

Supersedes: Dec. 5, 2007<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

7.0 RESPONSIBILITY OF THE RESOURCE PERSON:<br />

7.1 The Executive Director shall act as the principal resource to the Committee.<br />

7.2 The resource person shall:<br />

• assist the Chair in establishing the agenda;<br />

• Ensure that meeting agendas <strong>and</strong> minutes are distributed in a timely manner;<br />

• Ensure that minutes of the meeting are appropriately recorded;<br />

• Assist the Chair in preparing all necessary reports pertaining to the work of<br />

the Committee;<br />

• Ensure that an official copy of the minutes of all meetings of the Committee<br />

are placed in an appropriate location for safe keeping.<br />

T:\Policies\Governance\3 - Terms of Reference\3-50 Terms of Reference Nominating Committee Jan 18,2010 approved.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Ad Hoc Endowment Campaign<br />

Committee<br />

3 - 60<br />

Page: 1 of 2<br />

Approved: January 18, 2010<br />

Supersedes: March 17, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Purpose:<br />

The Endowment Committee is an ad hoc committee established by the <strong>Board</strong> of Directors to<br />

assist the Executive Director in organizing <strong>and</strong> implementing the operational components of the<br />

<strong>KidsAbility</strong> Foundation’s $10 million Endowment Campaign.<br />

Objectives:<br />

• To assist the Executive Director in the ongoing development of the strategic plan for the<br />

Endowment Campaign including prospect development <strong>and</strong> the identification <strong>and</strong> coordination<br />

of volunteer assistance as well as public relations with respect to the Endowment<br />

Campaign.<br />

• To assist the Executive Director with prospect solicitation with respect to the Endowment<br />

Campaign.<br />

• To assist the Executive Director with public relations with respect to the Endowment<br />

Campaign.<br />

Committee Membership <strong>and</strong> Appointment:<br />

• The Chair of the Committee <strong>and</strong> all Committee members shall be appointed by the <strong>Board</strong> of<br />

Directors except for the Executive Director who shall be an ex officio member of the<br />

Committee.<br />

• Except for the Executive Director, the Chair of the Committee <strong>and</strong> its members shall be<br />

appointed to renewable two-year terms.<br />

• Members of the Committee shall be drawn both from the <strong>Board</strong> of Directors <strong>and</strong> the<br />

Community at large.<br />

• So that it may personalize presentations to prospective donors, the Committee shall seek<br />

occasional strategic assistance of additional members of the <strong>Board</strong> of Directors <strong>and</strong><br />

volunteers from the extended community in consultation with the Executive Director.<br />

Meetings:<br />

The Endowment Campaign Committee shall meet quarterly <strong>and</strong> additional meetings may be<br />

called on an as-needed basis at the discretion of the Committee chair in consultation with the<br />

Executive Director.<br />

T:\Policies\Governance\3 - Terms of Reference\3-60 Terms of Reference - AdHoc Endowment Campaign Committee<br />

Jan.18,2010.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Ad Hoc Endowment Campaign<br />

Committee<br />

3 - 60<br />

Page: 2 of 2<br />

Approved: January 18, 2010<br />

Supersedes: March 17, 2008<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Responsibility of Chair:<br />

• To ensure that notice of Committee meetings shall be sent to all Committee members at least<br />

one week in advance of regularly-scheduled meetings;<br />

• To prepare the agenda for the meeting in consultation with the resource person assigned to<br />

the Committee;<br />

• In cooperation with the Executive Director, orient new Committee members to ensure that<br />

they have adequate materials <strong>and</strong> a realistic underst<strong>and</strong>ing of their role in the campaign;<br />

• To assist the Executive Director to enhance public awareness of the campaign, which may<br />

include attending media events, accepting corporate or major donations, assisting with formal<br />

recognition opportunities, <strong>and</strong> making presentations to prospective donors;<br />

• To provide the <strong>Board</strong> of Directors with regular reports on the progress of the Campaign;<br />

• To ensure that in the absence of the Chair an appropriate member of the Committee is<br />

delegated to chair the meeting.<br />

Responsibility of Resource Person:<br />

A delegate of the Executive Director shall act as the principal resource to the Committee.<br />

The resource person shall:<br />

• assist the Chair in establishing the agenda;<br />

• ensure that meeting agendas <strong>and</strong> minutes are distributed in a timely manner;<br />

• ensure that minutes of the meeting are appropriately recorded;<br />

• assist the Chair in preparing all necessary reports pertaining to the work of the Committee;<br />

• Ensure that official copies of the minutes of all meetings of the Committee are placed in an<br />

appropriate location for safe keeping.<br />

T:\Policies\Governance\3 - Terms of Reference\3-60 Terms of Reference - AdHoc Endowment Campaign Committee<br />

Jan.18,2010.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Ad Hoc Radiothon Advisory<br />

Committee<br />

3 - 70<br />

Page: 1 of 2<br />

Approved: March 17, 2008<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Purpose:<br />

To provide assistance to <strong>KidsAbility</strong> Foundation staff with the development of a<br />

communications <strong>and</strong> implementation strategy for the annual Radiothon event.<br />

Objectives:<br />

• To assist in the generation of financial contributions <strong>and</strong> to maximize community outreach<br />

for the Radiothon by helping to obtain sponsorship support, develop 3rd party special events,<br />

<strong>and</strong> seek out employee fundraisers within the community;<br />

• To assist Foundation staff in their preparation of the printed materials to be used to raise<br />

community awareness concerning the Radiothon.<br />

Membership:<br />

• The Executive Director ex officio;<br />

• The Campaign Manager ex officio;<br />

• Up to three members of the <strong>Board</strong> of Directors;<br />

• Up to three members from the community at large;<br />

• The Chairs of the Kids Can’t Wait Campaign will be members;<br />

• The Committee may also seek occasional strategic assistance of additional members of the<br />

<strong>Board</strong> of Directors <strong>and</strong> volunteers from the extended community in consultation with the<br />

Executive Director.<br />

Committee Appointment:<br />

• Except for the Executive Director <strong>and</strong> the Campaign Manager who serve ex officio, the Chair<br />

of the Committee <strong>and</strong> all Committee members shall be appointed by the <strong>Board</strong> of Directors.<br />

• Except for the Executive Director <strong>and</strong> the Campaign Manager who serve ex officio, the Chair<br />

of the Committee <strong>and</strong> its members shall be appointed to renewable two-year terms.<br />

Meetings:<br />

The Radiothon Committee shall meet a minimum of monthly between the months of September<br />

to April, but actual annual frequency will be determined by Committee members on an asneeded<br />

basis.<br />

Responsibility of Chair:<br />

T:\Policies\Governance\3 - Terms of Reference\3-70 Terms of Reference - Radiothon Committee_March 17, 2008.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Ad Hoc Radiothon Advisory<br />

Committee<br />

3 - 70<br />

Page: 2 of 2<br />

Approved: March 17, 2008<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

• To ensure that notice of Committee meetings are sent to all Committee members at least one<br />

week in advance of regularly-scheduled meetings;<br />

• To prepare the agenda for the meeting in consultation with the resource person assigned to<br />

the Committee;<br />

• To ensure that recommendations from the Committee are forwarded to the <strong>Board</strong> of<br />

Directors at its next regular meeting;<br />

• In cooperation with the Executive Director, orient committee members to ensure that they<br />

have adequate materials <strong>and</strong> a realistic underst<strong>and</strong>ing of their role in the campaign;<br />

• To assist the Executive Director to enhance public awareness of the campaign, which may<br />

include attending media events, accepting corporate or major donations, assisting with formal<br />

recognition opportunities, <strong>and</strong> making presentations to prospective donors;<br />

• To ensure that in the absence of the Chair an appropriate member of the Committee is<br />

delegated to chair the meeting.<br />

• To provide the <strong>Board</strong> of Directors with updates at board meetings pertaining to the<br />

Radiothon as needed.<br />

Responsibility of the Resource Person:<br />

The Campaign Manager or an appropriate delegate shall act as the principal resource to the<br />

Committee. The resource person shall:<br />

• Assist the Chair in establishing the agenda;<br />

• Ensure that meeting agendas <strong>and</strong> minutes are distributed in a timely manner;<br />

• Ensure that minutes of the meeting are appropriately recorded;<br />

• Assist the Chair in preparing all necessary reports pertaining to the work of the Committee;<br />

• Ensure that official copies of the minutes of all meetings of the Committee are placed in an<br />

appropriate location for safe keeping.<br />

T:\Policies\Governance\3 - Terms of Reference\3-70 Terms of Reference - Radiothon Committee_March 17, 2008.doc


G Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Marketing Committee<br />

3 - 80<br />

Page: 1 of 1<br />

Approved: April 18, 2011<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

1. Purpose:<br />

- provide strategies on market research;<br />

- provide advice <strong>and</strong> support to staff in developing a marketing plan;<br />

- review the present communication plan <strong>and</strong> provide feedback;<br />

- recommend the plan to the <strong>Board</strong> of Directors of the Foundation <strong>and</strong> <strong>KidsAbility</strong>;<br />

- recommend a means to monitor <strong>and</strong> make changes to the plan.<br />

2. Objectives:<br />

To have an ad-hoc group of people knowledgeable about marketing <strong>and</strong> communications to<br />

advise <strong>and</strong> guide the Foundation to ensure its marketing <strong>and</strong> communications are effective in<br />

meeting the Foundation’s mission.<br />

3. Membership:<br />

- The Executive Director of the Foundation<br />

- <strong>Board</strong> members of the Foundation <strong>and</strong> the Centre who have marketing expertise<br />

- Non-board volunteers <strong>and</strong> staff who have marketing expertise<br />

4. Meetings:<br />

The committee shall meet quarterly <strong>and</strong> as needed by conference call at the call of the Chairs.<br />

5. Responsibility of the Chair:<br />

- To ensure that all members receive notice of meetings<br />

- To prepare the agenda for meetings<br />

- To report periodically to the <strong>Board</strong>s of Directors (Note that the Chair need not be a member<br />

of either <strong>Board</strong>)<br />

T:\Policies\Governance\3 - Terms of Reference\3-80 Terms of Reference - Joint <strong>Board</strong> Marketing<br />

Committee_April 18 2011.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Community Engagement<br />

Committee (Administrative<br />

Committee)<br />

3 - 90<br />

Page: 1 of 3<br />

Shared with <strong>Board</strong> for<br />

information: June 4, 2012<br />

(<strong>Board</strong> approval not<br />

required)<br />

Supersedes: Major Gifts<br />

Committee January 24, 2011<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

COMMUNITY ENGAGEMENT COMMITTEE<br />

KITCHENER, WATERLOO, CAMBRIDGE, AND ADJACENT COMMUNITIES<br />

1. PURPOSE:<br />

TERMS OF REFERENCE<br />

To assist the Executive Director in the engagement of members of Waterloo<br />

Region in the Foundation’s fund-raising activities in support of the services<br />

provided by <strong>KidsAbility</strong> Centre for Child Development.<br />

2. OBJECTIVES:<br />

2.1 To serve as an administrative committee immediately responsible to the<br />

Executive Director of the Foundation <strong>and</strong> with the consent of the <strong>Board</strong> of<br />

Directors.<br />

2.2 To assist in exp<strong>and</strong>ing the Foundation’s base of potential new donors to<br />

<strong>KidsAbility</strong> in Waterloo Region by providing recommendations to the<br />

Executive Director with respect to prominent community members who may be<br />

interested in supporting the work of <strong>KidsAbility</strong>.<br />

2.3 To assist the Executive Director in approaching potential new donors to<br />

<strong>KidsAbility</strong> by recommending individuals who may be approachable, by<br />

providing the Executive Director with an introduction to potential new donors to<br />

<strong>KidsAbility</strong>, or by approaching potential new potential donors either by<br />

accompanying a member of the Foundation’s staff or by making a personal<br />

approach to such an individual.<br />

2.4 To assist the Executive Director in developing strategies for community<br />

engagement with the intent of exp<strong>and</strong>ing community support for <strong>KidsAbility</strong><br />

through <strong>KidsAbility</strong> Foundation.<br />

2.5 To act as influential ambassadors for <strong>KidsAbility</strong> <strong>and</strong> the work of <strong>KidsAbility</strong><br />

within the Kitchener, Waterloo, Cambridge, <strong>and</strong> adjacent communities.<br />

3.0 MEMBERSHIP AND VOTING RIGHTS:<br />

3.1 The Chair of the <strong>Board</strong> of Directors ex officio.<br />

T:\Policies\Governance\3 - Terms of Reference\3-90 Terms of Reference - Community<br />

Engagement Committee June 1 2012.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Community Engagement<br />

Committee (Administrative<br />

Committee)<br />

3 - 90<br />

Page: 2 of 3<br />

Shared with <strong>Board</strong> for<br />

information: June 4, 2012<br />

(<strong>Board</strong> approval not<br />

required)<br />

Supersedes: Major Gifts<br />

Committee January 24, 2011<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

3.2 The Executive Director of <strong>KidsAbility</strong> Foundation ex officio who shall<br />

serve as Chair of the Committee.<br />

3.3 Up to three other members of the <strong>Board</strong> of Directors, all of whom will<br />

have a particular interest in fund-raising.<br />

3.4 Up to eight members from the community at large, all of whom shall be<br />

recognized as prominent members of Kitchener, Waterloo, Cambridge or<br />

an adjacent community. Every effort shall be made to appoint members<br />

from the breadth of the geographical community area.<br />

3.5 If the Executive Director has assigned specific administrative<br />

responsibility for fund-raising activities within the communities involved<br />

to a specific member of the administration, that individual shall serve as a<br />

full member of the Committee on the recommendation of the Executive<br />

Director.<br />

3.6 Additional members of the administration shall attend meetings of the<br />

Committee on the invitation of the Executive Director <strong>and</strong> shall serve as<br />

resource persons without voting privileges.<br />

3.7 All members appointed to the Committee have full voting privileges in the<br />

determination of recommendations to the Executive Director.<br />

3.8 A minimum of 50% of the members of the Committee shall constitute a<br />

quorum.<br />

4.0 COMMITTEE APPOINTMENT:<br />

4.1 All Committee members shall be appointed by the <strong>Board</strong> of Directors on<br />

the recommendation of the Executive Director.<br />

4.2 New members of the Committee shall normally be appointed after the<br />

Annual General Meeting of the Foundation though appointments of<br />

qualified individuals may be added to the Committee at any time with the<br />

approval of the <strong>Board</strong> of Directors acting on the recommendation of the<br />

Executive Director.<br />

4.3 Members of the Committee other than its ex officio members shall be<br />

appointed for three-year renewable terms.<br />

5.0 MEETINGS:<br />

The Community Engagement Committee Committee shall normally meet a<br />

minimum of three times a year, but actual annual frequency will be determined by<br />

the Executive Director on an as-needed basis.<br />

T:\Policies\Governance\3 - Terms of Reference\3-90 Terms of Reference - Community<br />

Engagement Committee June 1 2012.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Community Engagement<br />

Committee (Administrative<br />

Committee)<br />

3 - 90<br />

Page: 3 of 3<br />

Shared with <strong>Board</strong> for<br />

information: June 4, 2012<br />

(<strong>Board</strong> approval not<br />

required)<br />

Supersedes: Major Gifts<br />

Committee January 24, 2011<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

6.0 RESPONSIBILITY OF THE CHAIR:<br />

6.1 To ensure that notice of Committee meetings shall be sent to all<br />

Committee members at least on week in advance of regularly-scheduled<br />

meetings;<br />

6.2 To prepare the agenda for the meeting;<br />

6.3 To ensure that a minimum of 50% of the voting members of the<br />

Committee are present to constitute an official quorum for the purpose of<br />

formal voting;<br />

6.4 To ensure that in the absence of the Chair an appropriate member of the<br />

Committee is delegated to chair the meeting;<br />

6.5 To provide periodic reports to the <strong>Board</strong> of Directors on the concerns <strong>and</strong><br />

successes of Committee activities.<br />

7.0 RESPONSIBILITY OF THE RESOURCE PERSON:<br />

7.1 The Executive Director shall appoint an appropriate delegate to act as the<br />

principal resource to the Committee.<br />

7.2 The resource person shall:<br />

7.2.1 assist the Chair in establishing the agenda;<br />

7.2.2 ensure that meeting agendas <strong>and</strong> minutes are distributed in a timely<br />

manner;<br />

7.2.3 ensure that minutes of the meeting are appropriately recorded;<br />

7.2.4 assist the Chair in preparing all necessary reports pertaining to the<br />

work of the Committee;<br />

7.2.5 ensure that an official copy of the minutes of all meetings of the<br />

Committee are placed in an appropriate location for safe keeping.<br />

T:\Policies\Governance\3 - Terms of Reference\3-90 Terms of Reference - Community<br />

Engagement Committee June 1 2012.doc


G<br />

Section:<br />

Governance -<br />

Financial<br />

Subject:<br />

Gift Acceptance Policy<br />

4-10<br />

Page: 1 of 3<br />

Approved: February 20, 2006<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

Gifts to the <strong>KidsAbility</strong> Foundation must further the goals of <strong>KidsAbility</strong> <strong>and</strong> be<br />

consistent with its Mission. The Foundation may refuse any gift that in the opinion of its<br />

<strong>Board</strong> could bring harm to the integrity or reputation of the Foundation or that could<br />

create a liability for the Foundation.<br />

Any gift that may fall outside the guidelines contained within this Policy will be brought to the<br />

attention of the <strong>Board</strong> prior to acceptance.<br />

Gifts that are acceptable:<br />

The <strong>KidsAbility</strong> Foundation accepts the following types of gifts:<br />

Immediate Gifts<br />

• Cash<br />

• Publicly traded securities<br />

• Marketable property (real <strong>and</strong> personal)<br />

Deferred Gifts (see Planned Giving Information)<br />

• Bequests<br />

• Life insurance<br />

• Charitable remainder trusts<br />

Gifts that are not acceptable:<br />

The <strong>KidsAbility</strong> Foundation does not accept the following types of gifts:<br />

• Any gift that could compromise the Foundation’s integrity<br />

• Any gift that could bring the Foundation into disrepute<br />

• Any gift that could cause a liability to the Foundation<br />

Requiring <strong>Board</strong> approval:<br />

The following gifts require <strong>Board</strong> approval prior to acceptance:<br />

• Marketable property (real <strong>and</strong> personal) – the <strong>Board</strong> will ascertain that the<br />

property is unencumbered <strong>and</strong> that a reasonable valuation is obtained.<br />

• Any proposed gift that appears to be constrained by unusual restrictions or<br />

conditions<br />

• Any gift that may be in the category of “not acceptable”.<br />

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G<br />

Section:<br />

Governance -<br />

Financial<br />

Subject:<br />

Gift Acceptance Policy<br />

4-10<br />

Page: 2 of 3<br />

Approved: February 20, 2006<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Donor recognition:<br />

• Donors will be recognized in accordance with the Donor Recognition Policy.<br />

Donor Confidentiality:<br />

• The Privacy Policy will apply at all times.<br />

Gift of Publicly traded securities:<br />

Gifts of publicly traded shares will be transferred from the donor to the Foundation’s Broker<br />

who will be instructed to sell them immediately. The value for charitable donation receipt<br />

purposes will be the quoted value at the market close on the day the security is re-registered in<br />

the Foundation’s name.<br />

Marketable property<br />

In the case of a gift of property, a qualified appraisal is required. If there is any doubt as<br />

to the appraised value, the Foundation may retain its own appraiser.<br />

No property with a loan or lien against it will be accepted as a gift<br />

The Foundation can take no responsibility for clean-up of toxic wastes <strong>and</strong>, in case of<br />

doubt, will require the donor to secure an environmental audit.<br />

All gifts of property will be sold immediately except in the case of a specific agreement<br />

with the donor which has been pre-approved by the <strong>Board</strong>.<br />

Life insurance<br />

In the case of an irrevocable gift of the ownership of the policy, a donation receipt will be<br />

issued for the cash surrender value on the date of the gift<br />

If premium payments are discontinued by the donor, the <strong>Board</strong> will decide on whether to<br />

continue to pay premiums or convert to a paid-up policy based on individual<br />

circumstances.<br />

Charitable remainder trusts<br />

The donor’s lawyer will draft the trust agreement to be reviewed by the Foundation’s<br />

lawyer. Professional advice will be sought to advise the <strong>Board</strong> on the value of the gift.<br />

Donor advisors<br />

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G<br />

Section:<br />

Governance -<br />

Financial<br />

Subject:<br />

Gift Acceptance Policy<br />

4-10<br />

Page: 3 of 3<br />

Approved: February 20, 2006<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

In the case of large gifts, donations of publicly-traded securities, or deferred gifts, the<br />

donor will be encouraged to seek the advice of professional advisors.<br />

T:\Policies\Governance\4 - Financial\4-10 Gift Acceptance Policy_Feb 20,2006.doc


G<br />

Section:<br />

Governance -<br />

Financial<br />

Subject:<br />

Acceptance of Gifts of Securities<br />

4-20<br />

Page: 1 of 1<br />

Approved: February 20, 2006<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

<strong>KidsAbility</strong> Foundation will accept donations of capital property in the form of<br />

marketable securities.<br />

The value of the official receipt will be determined by the fair market value at the market<br />

close on the day the security is re-registered in the Foundation’s name. The security will<br />

be sold on the day that the security is registered in the Foundation’s name.<br />

PROCEDURE : PHYSICAL SHARE CERTIFICATE<br />

1. The donor is to sign the securities over to <strong>KidsAbility</strong> Foundation.<br />

2. A donation of capital property form is to be completed by the Foundation. This will<br />

serve to acknowledge the gift. The form will state that “when the shares become the<br />

property of the Foundation an income tax receipt will be issued”.<br />

3. A Power of Attorney form will be executed by designated Foundation employees<br />

signing the securities over to the Foundation’s broker.<br />

4. The physical securities will then be delivered to the Foundation’s broker.<br />

5. The re-registration <strong>and</strong> sale process may take 1 – 2 weeks.<br />

6. Once the shares have been re-registered <strong>and</strong> sold, the Foundation’s broker will advise<br />

the Foundation of the market value at the market close of the day of re-registration<br />

in order to issue a receipt to the donor for income tax purposes.<br />

ELECTRONIC TRANSFER OF SECURITIES<br />

1. Securities are electronically transferred by the donors broker to the Foundation<br />

account at the Foundation’s broker.<br />

2. The securities are re-registered into the name of <strong>KidsAbility</strong> Foundation (1-3 days).<br />

3. The securities are sold on the date of re-registration.<br />

4. The donor is given a receipt using the value at market close on the date of reregistration.<br />

CHOICE OF BROKER<br />

To expedite the transfer <strong>and</strong> sale of securities, the Foundation should open an account<br />

with the donor’s broker whenever reasonable trading costs can be negotiated.<br />

T:\Policies\Governance\4 - Financial\4-20 Acceptance of Gifts of Securities_Feb 20, 2006.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Finance & Audit Committee<br />

3 - 30<br />

Page: 1 of 3<br />

Approved: June 4, 2012<br />

Supersedes: May 25, 2009<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

Purpose:<br />

To monitor <strong>and</strong> recommend to the <strong>Board</strong> of Directors those mechanisms by which the <strong>Board</strong> can<br />

ensure that its fiscal stewardship responsibilities are being executed effectively.<br />

Objectives with Respect To General Financial Policies <strong>and</strong> Procedures:<br />

• To review <strong>and</strong> recommend to the <strong>Board</strong> of Directors, for its approval, a detailed annual<br />

budget for both capital <strong>and</strong> operating revenues <strong>and</strong> expenditures with respect to the forthcoming<br />

fiscal year;<br />

• To review the detailed annual financial statements <strong>and</strong> to report the Committee’s findings to<br />

the <strong>Board</strong> of Directors for its information <strong>and</strong>/or action;<br />

• To ensure that policies for financial operations <strong>and</strong> systems of financial internal control are in<br />

place;<br />

• To ensure that policies with respect to the systems of control <strong>and</strong> financial reporting are<br />

effective;<br />

• To review the Foundation’s banking arrangements on a periodic basis.<br />

• To review the spending of designated gifts by <strong>KidsAbility</strong> to ensure that they are<br />

appropriately spent as designated by the donor.<br />

Objectives <strong>and</strong> Procedures with Respect to the Annual Audit:<br />

• To receive <strong>and</strong> review the annual audited statements <strong>and</strong> to report on their acceptability to<br />

the <strong>Board</strong> of Directors prior to the <strong>Board</strong>’s approval thereof;<br />

• To review the auditor’s management letter <strong>and</strong> to review with the auditors any<br />

recommendations concerning perceived weaknesses in the accounting system or in the<br />

internal control systems <strong>and</strong> to ascertain management’s response <strong>and</strong> subsequent follow-up<br />

to those recommendations;<br />

• To meet with the auditors in the absence of the staff to review the auditors’ assessment of the<br />

internal accounting controls <strong>and</strong> similar matters <strong>and</strong> to review management’s response to the<br />

auditors’ critique;<br />

• To determine whether the auditors have experienced <strong>and</strong> any problems in performing the<br />

audit, including any restrictions or any obstacles imposed by management, <strong>and</strong> to determine<br />

whether the auditors have noted any significant accounting issues on which there was<br />

disagreement with management.<br />

Membership <strong>and</strong> Voting Rights:<br />

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Committee_June4,2012.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Finance & Audit Committee<br />

3 - 30<br />

Page: 2 of 3<br />

Approved: June 4, 2012<br />

Supersedes: May 25, 2009<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

• The Chair of the <strong>Board</strong> of Directors ex officio.<br />

• At least three other members of the <strong>Board</strong> of Directors, one of whom shall be treasurer <strong>and</strong><br />

chair of the committee<br />

• The Executive Director of the Foundation is a member ex officio.<br />

• A t least two members from the community at large.<br />

• All members appointed to the Committee have full voting privileges.<br />

• A minimum of 50% of the members of the Committee shall constitute a legal quorum.<br />

Committee Appointment:<br />

• The Chair of the Committee <strong>and</strong> all Committee members shall be appointed by the <strong>Board</strong> of<br />

Directors.<br />

• New members of the Committee shall be appointed after the Annual General Meeting of the<br />

Foundation.<br />

• Members of the Committee other than the Chair of the <strong>Board</strong> of Directors shall be appointed<br />

for two-year terms to a maximum of six consecutive years.<br />

• The Chair of the Committee shall be appointed to a two-year renewable term.<br />

Meetings:<br />

The Committee shall meet a minimum of once a year, but actual annual frequency will be<br />

determined by Committee members on an as-needed basis.<br />

Responsibility of the Chair:<br />

• To ensure that notice of Committee meetings shall be sent to all Committee members at least<br />

one week in advance of regularly-scheduled meetings;<br />

• To prepare the agenda for the meeting in consultation with the resource person assigned to<br />

the Committee;<br />

• To ensure that recommendations from the Committee are forwarded to the <strong>Board</strong> of<br />

Directors at its next regular meeting;<br />

• To ensure that a minimum of 50% of the voting members of the Committee are present to<br />

constitute an official quorum for the purpose of formal voting;<br />

• To ensure that in the absence of the Chair an appropriate member of the Committee is<br />

delegated to chair the meeting.<br />

Responsibility of the Resource Person:<br />

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Committee_June4,2012.doc


G<br />

Section:<br />

Governance – Terms<br />

of Reference<br />

Subject:<br />

Terms of Reference –<br />

Finance & Audit Committee<br />

3 - 30<br />

Page: 3 of 3<br />

Approved: June 4, 2012<br />

Supersedes: May 25, 2009<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

The Executive Director or an appropriate delegate shall act as the principal resource to the<br />

Committee. The resource person shall:<br />

• assist the Chair in establishing the agenda;<br />

• ensure that meeting agendas <strong>and</strong> minutes are distributed in a timely manner;<br />

• ensure that minutes of the meeting are appropriately recorded;<br />

• assist the Chair in preparing all necessary reports pertaining to the work of the Committee;<br />

• ensure that an official copy of the minutes of all meetings of the Committee are placed in an<br />

appropriate location for safe keeping.<br />

T:\Policies\Governance\3 - Terms of Reference\3-30 Terms of Reference - Finance <strong>and</strong> Audit<br />

Committee_June4,2012.doc


G<br />

Section:<br />

Governance -<br />

Financial<br />

Subject:<br />

Policy on Signing of Cheques<br />

4-40<br />

Page: 1 of 1<br />

Approved: June 16, 2008<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PURPOSE:<br />

To ensure appropriate authorization on all monetary disbursements.<br />

PROCEDURES:<br />

All cheques issued in the name of the Foundation require two different signatures.<br />

Normally one of those signatures will be that of the Executive Director <strong>and</strong> the second<br />

signature will be that of the Treasurer, Secretary, Chair, Vice-Chair, or Past Chair of the<br />

<strong>Board</strong> or one other member of the <strong>Board</strong> so designated <strong>and</strong> appointed by the Chair of the<br />

<strong>Board</strong>. If the Executive Director is unavailable, the signatures of any two of the<br />

Treasurer, Secretary, Chair, Vice-Chair, or Past Chair of the <strong>Board</strong> or the other member<br />

of the <strong>Board</strong> who has been designated <strong>and</strong> appointed by the Chair of the <strong>Board</strong> will<br />

satisfy the procedural requirements of this policy.<br />

As a matter of due diligence, at least quarterly the Treasurer will review all those cheques<br />

that have been processed without the Treasurer’s endorsement <strong>and</strong> will initial them as<br />

confirmation that such a review has taken place.<br />

T:\Policies\Governance\4 - Financial\4-40 Policy of Signing of Cheques_June 16,2008.doc


G<br />

Section:<br />

Governance -<br />

Financial<br />

Subject:<br />

Transfer of Foundation Funds<br />

Policy<br />

4-50<br />

Page: 1 of 1<br />

Approved: March 22, 2010<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLE:<br />

The Foundation has the legal <strong>and</strong> ethical responsibility to ensure that all donated funds entrusted<br />

to the Foundation are disbursed in a manner that is wholly consistent with the stated intentions of<br />

the donor(s).<br />

PROCEDURE:<br />

1. It is the legal <strong>and</strong> ethical responsibility of the <strong>Board</strong> of Directors to ensure that all<br />

donated funds entrusted to the Foundation are disbursed in a manner that is wholly<br />

consistent with the stated intentions of the donor(s).<br />

2. It is the administrative responsibility of the Executive Director to ensure that all<br />

agreements formally contracted with the Foundation’s donors outline clearly the intention<br />

of the donor(s) <strong>and</strong> the intended disposition of all funds entrusted to the Foundation by its<br />

donor(s).<br />

3. Requests by <strong>KidsAbility</strong> Centre for Child Development for a transfer of funds from the<br />

Foundation to the Centre will be sufficiently detailed for the Foundation to determine that<br />

it is meeting its legal <strong>and</strong> moral obligations in the utilization of funds entrusted to it.<br />

4. As a matter of accountability directly to the Foundation <strong>and</strong> indirectly to donors to the<br />

Foundation, the Centre will provide the Foundation with a sufficient year-end accounting<br />

of its disbursements to satisfy the Foundation’s own need for verification of appropriate<br />

disbursements.<br />

January 5, 2008<br />

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2010.doc


G Section:<br />

Governance ‐ Financial<br />

Subject:<br />

Investment Income Allocation<br />

Policy<br />

4‐60<br />

Page: 1 of 1<br />

Approved: June 20, 2011<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Dividend <strong>and</strong> interest income less investment fees are allocated to the Operating Fund<br />

<strong>and</strong> to specific externally restricted endowments as noted in note 3. Realized <strong>and</strong><br />

unrealized capital gains <strong>and</strong> losses are allocated to the Investment Income Stabilization<br />

Fund.<br />

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G<br />

Section:<br />

Governance -<br />

Financial<br />

Subject:<br />

Investment Income Allocation<br />

Policy<br />

4-70<br />

Page: 1 of 1<br />

Approved: June 20, 2011<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Capital gains <strong>and</strong> losses are allocated to the Investment Income Stabilization Fund.<br />

Annually, the <strong>Board</strong> of Directors determines the amount, if any that is retained in the<br />

Fund to augment investment income in years when earnings of the investments are less<br />

than the targeted return. Any balance remaining is allocated proportionally to the<br />

Operating Fund <strong>and</strong> externally restricted endowments <strong>and</strong> included in investment income<br />

endowments in the Statement of Operations.<br />

T:\Policies\Governance\4 - Financial\4-70 Investment Income Stabilization Fund_June 20, 2011.doc


G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Joint Communications Policy<br />

5 - 10<br />

Page: 1 of 1<br />

Approved: October 2004<br />

Supersedes:<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Policy:<br />

It is the policy of <strong>KidsAbility</strong> Centre for Child Development <strong>and</strong> <strong>KidsAbility</strong> Foundation – to<br />

communicate with our internal <strong>and</strong> external stakeholders in a manner that is effective,<br />

transparent, timely <strong>and</strong> consistent.<br />

Joint Communications Plan:<br />

A joint communications plan has been developed by both organizations to serve as a blueprint<br />

for ongoing communications. The plan includes target audiences, key messages, tasks<br />

undertaken <strong>and</strong> responsibilities assigned. The plan will be periodically updated as required.<br />

The Communications Plan identifies a variety of target audiences, key messages, tactics or tasks<br />

<strong>and</strong> who is responsible for each audience. The Communications Plan will be monitored by the<br />

respective <strong>Board</strong> Chairs who will regularly report to the boards of directors for review <strong>and</strong><br />

discussion.<br />

Spokespersons:<br />

The <strong>Board</strong> Chair <strong>and</strong> the CEO of <strong>KidsAbility</strong> are the official spokespersons for the organization<br />

on all matters related to its operations.<br />

The <strong>Board</strong> Chair <strong>and</strong> the Executive Director speaks for <strong>KidsAbility</strong> Foundation on all matters<br />

related to fundraising <strong>and</strong> donor development.<br />

T:\Policies\Governance\5 - Fundraising & Ethics\5-10 Joint Communications Policy_October 2004.doc


G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Third Party Fundraising Events<br />

5-20<br />

Page: 1 of 6<br />

Approved: March 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Policy Statement:<br />

<strong>KidsAbility</strong> Foundation appreciates the generous support it continues to receive from the local<br />

community in the Foundation’s effort to assist in the funding of the various programs <strong>and</strong> services the<br />

<strong>KidsAbility</strong> Centre for Child Development provides for thous<strong>and</strong>s of children with disabilities each<br />

year. One of the ways through which <strong>KidsAbility</strong> Foundation raises these funds is through Third Party<br />

fundraising events sponsored by various organizations <strong>and</strong> individuals within the community.<br />

While <strong>KidsAbility</strong> Foundation is grateful for the many fundraising suggestions we receive at our<br />

Foundation, our ability to accept <strong>and</strong> provide support to these events depends on the type of event being<br />

proposed as well as on our available resources. We have to be conscious of the need to protect the<br />

Foundation’s good name within the community, we need to be comfortable that all events that are<br />

undertaken on behalf of <strong>KidsAbility</strong> Foundation meet all legal requirements, <strong>and</strong> we need to take into<br />

account the limited number of staff <strong>and</strong> volunteers available to us at <strong>KidsAbility</strong> Foundation. The<br />

Guidelines that follow are meant to help potential organizers underst<strong>and</strong> both the expectations <strong>and</strong> the<br />

boundaries under which the event organizer(s) <strong>and</strong> the Foundation’s staff must operate if we are to<br />

engage in a Third Party fundraising initiative which will benefit <strong>KidsAbility</strong> <strong>and</strong> all those involved in<br />

the offering of the event itself.<br />

Procedural Statements:<br />

1. What is a Third Party Event?<br />

Third Party Events are fundraising initiatives that are planned, run, <strong>and</strong> financed by the individual(s) or<br />

organizations intending to donate all or a significant portion of the net proceeds of the event to<br />

<strong>KidsAbility</strong> Foundation in support of <strong>KidsAbility</strong> Centre for Child Development.<br />

2. The Foundation’s Potential Level of Support for Third Party Events<br />

For Third Party fundraising events, <strong>KidsAbility</strong> Foundation will offer to provide:<br />

a) advice <strong>and</strong> expertise on event planning;<br />

b) organized tours at an appropriate <strong>KidsAbility</strong> centre for the Third Party organizer <strong>and</strong> their staff;<br />

c) promotional posters for use by the Third Party;<br />

d) raffle <strong>and</strong> ticket sales, but with no commitment of a quota of ticket sales;<br />

e) appropriate recognition of the sponsor of the event in a manner that the Foundation judges to be<br />

appropriate to the donation presented to it.<br />

T:\Policies\Governance\5 - Fundraising & Ethics\5-20 Third Party Fundraising Events Policy_March 17, 2008.doc


G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Third Party Fundraising Events<br />

5-20<br />

Page: 2 of 6<br />

Approved: March 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

f) a staff member or an appropriate volunteer person to attend the event for a cheque presentation;<br />

g) tax receipts in accordance with Canada Revenue Agency guidelines on the condition that<br />

<strong>KidsAbility</strong> is the sole recipient of the proceeds. We do reserve the right to issue tax receipts <strong>and</strong><br />

decisions to do so will be made on an individual basis before the event takes place;<br />

h) staff <strong>and</strong>/or volunteer support prior to the event. Decisions will be based on availability of staff as<br />

well as the size <strong>and</strong> nature of the event;<br />

i) use of our name at the sole discretion of <strong>KidsAbility</strong> Foundation;<br />

j) a speaker or staff person for the day of the event, provided that the Foundation receives a request for<br />

such a person well in advance of the event, that the Foundation considers that the size <strong>and</strong> nature of<br />

the event warrants such a speaker, <strong>and</strong> provided that a suitable speaker is available.<br />

3. Decision to enter into an Agreement:<br />

The final decision as to whether <strong>KidsAbility</strong> Foundation should enter into an agreement for a specific<br />

Third Party fundraising event will be taken by the Executive Director of the Foundation. In those<br />

instances where the Executive Director is doubtful as to whether such an agreement is appropriate for<br />

the Foundation, the Executive Director will consult with the Executive Committee of the Foundation<br />

before making a final decision.<br />

4. First-Time Events:<br />

<strong>KidsAbility</strong> Foundation would prefer not to lend its name to major first time-events. The Foundation<br />

reserves the right to decide on an event-by-event basis whether or not to be involved with first-time<br />

events.<br />

5. Advertising of the Event:<br />

All print materials bearing the <strong>KidsAbility</strong> name <strong>and</strong>/or must be approved by a <strong>KidsAbility</strong> Foundation<br />

representative prior to its going to press. The Foundation must approve any <strong>and</strong> all media contacts <strong>and</strong><br />

interviews with respect to <strong>KidsAbility</strong>, our programs <strong>and</strong> services; in addition, the Foundation must<br />

approve all speeches that relate to those programs <strong>and</strong> services. We would also appreciate the<br />

opportunity to review public statements relating to any Third Party event so we can be assured that such<br />

comments are appropriate to the public image of <strong>KidsAbility</strong> as a centre for child development.<br />

6. Use of <strong>KidsAbility</strong> Foundation’s Logo:<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Third Party Fundraising Events<br />

5-20<br />

Page: 3 of 6<br />

Approved: March 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Experience has demonstrated that when the Foundation’s logo appears on any literature associated with<br />

a Third Party event, the general public tends to see the event as a Foundation event rather than an event<br />

being conducted by the event’s organizing body. As a result, the Foundation will rarely provide the<br />

organizer(s) with approval for the use of its logo in the advertising of a Third Party event. If permission<br />

is provided for use of the Foundation’s logo, it may not be altered in any way, including alterations in its<br />

colour.<br />

7. Consumption of Alcoholic Beverages:<br />

It is our preference that there be no alcohol served during any special event involving <strong>KidsAbility</strong><br />

Foundation, especially an off-site event. We will not obtain a liquor license for any Third Party Special<br />

Event <strong>and</strong> will not be held liable in any way for activities related to an event at which alcohol is<br />

consumed. It is the responsibility of the sponsoring body to ensure that all legal <strong>and</strong> logistical<br />

requirements for such an event are in place <strong>and</strong> scrupulously observed, including, for example, the<br />

training of those serving alcohol <strong>and</strong> the obtaining of appropriate liability insurance.<br />

8. Accessibility:<br />

It is our preference that events associated with <strong>KidsAbility</strong> Foundation should be easily accessible to<br />

persons with disabilities.<br />

9. Confidentiality:<br />

Confidentiality with respect to our clients, their families, <strong>and</strong> our staff is to be respected. With this in<br />

mind, no photo of a client or staff member may be used without the Foundation’s expressed written<br />

permission.<br />

10. Product <strong>and</strong> Business Endorsements:<br />

<strong>KidsAbility</strong> Foundation will not endorse any products or services. No Third Party event may be<br />

initiated for the purpose of obtaining business contacts to benefit the proponent's personal, or business<br />

interests.<br />

11. Liability & Insurance:<br />

Liability for the event is the sole responsibility of the applicant’s organizing committee or the organizer<br />

of the event; as a result, before the event can proceed the applicant’s organizing committee or the<br />

organizer of the event is responsible for the procuring <strong>and</strong> payment of all licenses <strong>and</strong> insurance <strong>and</strong> the<br />

organizing committee must provide <strong>KidsAbility</strong> Foundation with written verification that all such legal<br />

requirements have been met.<br />

12. Waiver Forms for Sporting Events:<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Third Party Fundraising Events<br />

5-20<br />

Page: 4 of 6<br />

Approved: March 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

All sporting events require that participants sign waiver forms, affirming that any physical, personal, or<br />

financial liability is the sole responsibility of the sponsoring body; as a result, it is the responsibility of<br />

the sponsoring body to ensure that such forms are properly completed <strong>and</strong> on file <strong>and</strong> that the events are<br />

conducted in a safe <strong>and</strong> responsible manner.<br />

13. Licenses <strong>and</strong> Other Legal Documents:<br />

The sponsoring organization is responsible for obtaining any permits or licenses for the event as<br />

required by law.<br />

14. Conduct <strong>and</strong> Decorum:<br />

All events are to be advertised <strong>and</strong> run in a fully responsible manner which respects the rights <strong>and</strong> safety<br />

of the participants as well as the good name of <strong>KidsAbility</strong> <strong>and</strong> with sensitivity to the mission of<br />

<strong>KidsAbility</strong> as a centre designed to meet the developmental needs of young children.<br />

15. Right to Cancel an Event <strong>and</strong> to Refuse a Donation:<br />

If for any reason <strong>KidsAbility</strong> Foundation is convinced that <strong>KidsAbility</strong> may be compromised by<br />

association with a given event, <strong>KidsAbility</strong> Foundation has the right to cancel an agreement of<br />

involvement by giving the Third Party 24 hours notice of <strong>KidsAbility</strong> Foundation’s intention to cancel.<br />

<strong>KidsAbility</strong> Foundation will not be responsible for financial or other damages that may result from such<br />

cancellation.<br />

<strong>KidsAbility</strong> Foundation also reserves the right to refuse a donation raised at any event that the<br />

Foundation deems to be offensive or insensitive to <strong>KidsAbility</strong>’s mission or good name.<br />

16. Receipting:<br />

Receipts for events can be issued by the organizer(s) of the event or by <strong>KidsAbility</strong> Foundation.<br />

Receipts Provided by the Foundation:<br />

a) The issuing of receipts must be approved by the Foundation prior to the event;<br />

b) Receipts will be issued only in full compliance with the guidelines provided by Canada Revenue<br />

Agency (CRA) regulations. As a result, receipts will not be issued for admission tickets, green fees,<br />

<strong>and</strong> the like;<br />

c) Gift-in-kind receipts will be issued only after <strong>KidsAbility</strong> has received proper documentation<br />

confirming the good-faith estimates as to the rightful value of the gift as per CRA regulations;<br />

d) Names, addresses, <strong>and</strong> amounts to be receipted must normally be received by the Foundation no<br />

later than 90 days after the event;<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Third Party Fundraising Events<br />

5-20<br />

Page: 5 of 6<br />

Approved: March 17, 2008<br />

Supersedes: New<br />

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e) The Foundation reserves the right to audit all revenues <strong>and</strong> expenses of the event in order to ensure<br />

that it complies with Canada Revenue Agency rules.<br />

Self Receipting:<br />

The organizing committee or the responsible individual coordinating the event must advise the<br />

Foundation office of the total raised, names of major sponsors etc., since people are likely to call us to<br />

inquire as to the success of the event.<br />

Privacy of the Donor:<br />

<strong>KidsAbility</strong> Foundation must receive a list of donors for receipting purposes. Individuals must be made<br />

aware that the organizer(s) of the event will be forwarding this information to us <strong>and</strong>, in line with<br />

Privacy Legislation, must be given the opportunity to “opt out” of having such information forwarded to<br />

us. As a result, the following opt-out clause must appear on any written documentation which asks<br />

people for their personal information:<br />

The information you are being asked to provide will be used to process your donation(s) <strong>and</strong> to<br />

provide you with an official tax receipt. From time to time, we may use your contact information to<br />

keep you informed of other <strong>KidsAbility</strong> related activities, events/<strong>and</strong> or fundraising opportunities in<br />

support of <strong>KidsAbility</strong> Centre for Child Development. If you do not want to appear on our contact<br />

list, please indicate that desire by placing a checkmark in the space provided below:<br />

 I do not want to appear on the <strong>KidsAbility</strong> Foundation contact list.<br />

17. Transfer of Funds Raised:<br />

Funds raised from the event must be forwarded to the Foundation within 90 days of the event.<br />

18. Event Expenses:<br />

The sponsoring organization/group agrees to underwrite all costs of the special event <strong>and</strong> its promotion.<br />

<strong>KidsAbility</strong> shall incur no cost unless otherwise agreed in writing prior to the special event or<br />

promotion.<br />

19. Shared Percentage of Funds Raised:<br />

As a responsible steward of publicly donated funds, <strong>KidsAbility</strong> Foundation believes that a reasonable<br />

<strong>and</strong> significant percentage of revenues collected through the generosity of those supporting Third Party<br />

events should be directed to our Centre <strong>and</strong> that all promotional literature should make that fact clear. If<br />

proceeds are to be divided between charities then <strong>KidsAbility</strong> Foundation should be advised of the<br />

name(s) of these charities <strong>and</strong> of the proposed percentage breakdown of proceeds prior to the event.<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Third Party Fundraising Events<br />

5-20<br />

Page: 6 of 6<br />

Approved: March 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

20. Overlapping of Donors:<br />

<strong>KidsAbility</strong> Foundation should receive a list of targeted sponsors for the event before they are<br />

approached so we can minimize overlap with our Foundation’s campaigns.<br />

21. Cause-Related Marketing:<br />

Please note that cause-related marketing (that is, businesses who wish to donate a portion of the<br />

proceeds from their sales or services) is treated as a straight donation to <strong>KidsAbility</strong> <strong>and</strong> is not<br />

considered a special event.<br />

For more information, please contact:<br />

Lisa Talbot<br />

Executive Director<br />

<strong>KidsAbility</strong> Foundation<br />

500 Hallmark Drive<br />

Waterloo, ON N2K 3P5<br />

Ph: 519-886-8886 ext 201 Email: ltalbot@kidsability.ca<br />

Supporting Procedures:<br />

Third Party Event Procedures T:\Procedures\Third Party Events\Third Party Event - Internal Procedure.doc<br />

Third Party Event Application T:\Procedures\Third Party Events\Third Party Event Application Form.doc<br />

Guidelines for Receipting T:\Procedures\Third Party Events\Guidelines for Receipting.doc<br />

T:\Policies\Governance\5 - Fundraising & Ethics\5-20 Third Party Fundraising Events Policy_March 17, 2008.doc


G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Donor Complaints Policy<br />

5-30<br />

Page: 1 of 1<br />

Approved: April, 28, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

Every gift, regardless of size, is important to the fiscal health of <strong>KidsAbility</strong> <strong>and</strong> is to be both<br />

valued <strong>and</strong> recognized as such. All donors to <strong>KidsAbility</strong> Foundation, therefore, are its lifeblood<br />

<strong>and</strong> are to be respected as such. As a result, every volunteer <strong>and</strong> staff member of the Foundation<br />

is to act in such a way as to merit the confidence of our actual <strong>and</strong> our prospective donors.<br />

Moreover, any donor who registers a complaint with the Foundation needs to be confident in the<br />

assurance that the matter will be h<strong>and</strong>led in a timely <strong>and</strong> professional fashion.<br />

PRACTICES:<br />

Acting in accordance with our principles:<br />

1. To ensure that complaints are kept to a minimum, we will adhere to strict ethical practices in<br />

all our fundraising activities both with respect to our donors <strong>and</strong> prospective donors as well as<br />

with all donations entrusted to us.<br />

2. When a complaint is received, it will be acted upon empathetically, confidentially, <strong>and</strong> in a<br />

timely fashion. If the staff member receiving the complaint cannot resolve the issue to the<br />

satisfaction of the donor, the complaint will be directed to the Executive Director. If within two<br />

weeks of its being entrusted to the Executive Director the issue remains unresolved it will be<br />

forwarded to the Chair of the <strong>Board</strong> who will determine the most appropriate means of securing<br />

a satisfactory resolution.<br />

3. All donor requests for anonymity will be respected.<br />

4. The Executive Director will be kept appraised of all complaints as well as of their resolution<br />

<strong>and</strong> a log of donor complaints will be kept in the Foundation’s office for monitoring by the Chair<br />

of the <strong>Board</strong>.<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Privacy Policy<br />

5 - 40<br />

Page: 1 of 4<br />

Approved: April 28, 2008<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

At <strong>KidsAbility</strong> Foundation the privacy of the personal information of our donors,<br />

prospective donors, employees, <strong>and</strong> other stakeholders has always been an important<br />

aspect of how we conduct our business. We value the trust of those with whom we deal<br />

as well as with the public at large <strong>and</strong> we recognize that maintaining this trust requires<br />

that we be open <strong>and</strong> accountable in how we treat information entrusted to us. As a result,<br />

<strong>KidsAbility</strong> Foundation has developed this policy both to ensure compliance with privacy<br />

legislation as well as to inform our stakeholders of our continuing commitment to the<br />

protection of their personal information.<br />

All <strong>KidsAbility</strong> Foundation personnel are authorized to access personal information in<br />

our files only as required for the conducting of legitimate <strong>and</strong> appropriate Foundation<br />

business. In addition, we have instituted safeguards to ensure that the information<br />

retrieved is not disclosed or shared beyond its immediate requirements.<br />

This policy is based on the Canadian St<strong>and</strong>ards Association Model Code <strong>and</strong> adheres to<br />

the federal Personal Information Protection <strong>and</strong> Electronic Documents Act (PIPEDA).<br />

DEFINITION:<br />

Personal information includes any factual or subjective information, recorded or not, that<br />

could be used to distinguish, identify, or contact an individual. This includes information<br />

in any form such as personal e-mail address, credit card numbers, home addresses, <strong>and</strong> so<br />

on. It does not include certain publicly available information such as that normally found<br />

on a business card, such as name, title, company, business address, business e-mail<br />

address, business telephone or fax number. Also not deemed to be personal information<br />

are certain publicly available data such as names, addresses, <strong>and</strong> telephone numbers as<br />

published in telephone directories.<br />

PRIVACY PRACTICES:<br />

1. Accountability<br />

The Executive Director or other person so designated by the board serves as <strong>KidsAbility</strong><br />

Foundation’s Chief Privacy Officer. All employees, volunteers, <strong>and</strong> members of the<br />

<strong>Board</strong> of <strong>KidsAbility</strong> Foundation are required to comply with this Privacy Policy. At<br />

times, <strong>KidsAbility</strong> Foundation staff may be delegated to act on behalf of the Chief<br />

Privacy Officer or to take responsibility for occasional collection, use, <strong>and</strong>/or disclosure<br />

of personal information.<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Privacy Policy<br />

5 - 40<br />

Page: 2 of 4<br />

Approved: April 28, 2008<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

2. Declaration of Privacy Responsibilities<br />

During their orientation to their various responsibilities to <strong>KidsAbility</strong> Foundation, all<br />

individuals who have or may have access to the Foundation’s confidential files are<br />

required to sign a Declaration of Privacy Responsibilities confirming their underst<strong>and</strong>ing<br />

of this policy <strong>and</strong> their commitment to its adherence.<br />

3. Identifying Purposes<br />

Before, or at the time of the collection of personal data, <strong>KidsAbility</strong> Foundation must<br />

identify the purposes for which personal information is being collected. Information<br />

collected will be used only for the original purpose for which it was collected, unless<br />

required otherwise by law.<br />

3.1 <strong>KidsAbility</strong> Foundation collects personal information for the following purposes:<br />

a) to establish <strong>and</strong> maintain a responsible relationship with donors;<br />

b) to register participants at events in support of <strong>KidsAbility</strong> Foundation;<br />

c) for purposes identified to individuals or purposes obvious to individuals, in<br />

respect of particular collections of personal information;<br />

d) to meet legal <strong>and</strong> regulatory requirements;<br />

e) to share information about <strong>KidsAbility</strong> <strong>and</strong> <strong>KidsAbility</strong> Foundation, including<br />

but not limited to the Annual Report, event invitations, newsletters, <strong>and</strong><br />

updates concerning <strong>KidsAbility</strong> <strong>and</strong> its needs;<br />

f) to manage <strong>and</strong> develop <strong>KidsAbility</strong> Foundation’s operations.<br />

4. Consent<br />

In the collection, use or disclosure of personal information, knowledge <strong>and</strong> consent of the<br />

individual so involved is required. This consent must be meaningful <strong>and</strong> easily<br />

understood. Nonetheless, in certain circumstances, such as an emergency or as required<br />

by law, <strong>KidsAbility</strong> Foundation may disclose personal information without the interested<br />

individual’s knowledge or consent.<br />

5. Publication of Donor Lists<br />

With respect to the publication of donor lists by gift category, donor requests for<br />

anonymity will be honoured.<br />

6. <strong>KidsAbility</strong> Client <strong>and</strong> Volunteer Solicitation<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Privacy Policy<br />

5 - 40<br />

Page: 3 of 4<br />

Approved: April 28, 2008<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

<strong>KidsAbility</strong> Foundation receives contact information of volunteers <strong>and</strong> clients <strong>and</strong> their<br />

families from <strong>KidsAbility</strong> Centre for Child Development. Formal requests from<br />

individuals to be excluded from mailings or other communications will be respected <strong>and</strong><br />

acted on promptly.<br />

7. Limiting Collection<br />

Personal information collected is limited to the purpose for which it was collected, except<br />

with the consent of the individual <strong>and</strong> as permitted by law. Should there be an additional<br />

use for which the information may be employed, individuals affected must be notified<br />

<strong>and</strong> their concurrence formally secured.<br />

8. Limiting Use, Disclosure <strong>and</strong> Retention<br />

Personal information will be used only for the purpose for which it was collected except<br />

with the consent of the individual or as required by law. <strong>KidsAbility</strong> Foundation shall<br />

retain personal information only as long as necessary for the fulfillment of those original<br />

purposes. When personal information is no longer required for the fulfilling of those<br />

purposes it will be permanently erased from the electronic records or shredded if it exists<br />

in hard copy.<br />

9. Accuracy<br />

<strong>KidsAbility</strong> Foundation shall take steps to ensure that personal information is accurate,<br />

complete, <strong>and</strong> as up-to-date as possible. To ensure the up-to-date accuracy of the personal<br />

information held in the Foundation’s files, it is the responsibility of the donor to advise<br />

<strong>KidsAbility</strong> Foundation of any changes to their personal information.<br />

10. Safeguards<br />

<strong>KidsAbility</strong> Foundation shall protect personal information by security safeguards<br />

appropriate to the sensitivity of the information <strong>and</strong> the means by which it is stored.<br />

10.1 <strong>KidsAbility</strong> Foundation shall establish appropriate safeguards to protect personal<br />

information against such risks as loss or theft, unauthorized access, disclosure, copying,<br />

use, modification or destruction. Employees shall be made aware of the importance of<br />

maintaining the confidentiality of personal information.<br />

10.2 <strong>KidsAbility</strong> Foundation shall establish appropriate safeguards to protect personal<br />

information disclosed to third parties, for example by contractual agreements stipulating<br />

the confidentiality of the information <strong>and</strong> the purposes for which it is to be used.<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Privacy Policy<br />

5 - 40<br />

Page: 4 of 4<br />

Approved: April 28, 2008<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

10.3 <strong>KidsAbility</strong> Foundation does not lend, exchange, rent, or sell its donor list to other<br />

organizations or individuals.<br />

11. Openness<br />

Copies of <strong>KidsAbility</strong> Foundation’s Privacy Policy will be made available upon request<br />

<strong>and</strong> is available on our website.<br />

12. Individual Access<br />

Upon formal request, an individual will be given access to one’s personal information<br />

stored by <strong>KidsAbility</strong> Foundation. An individual has the right to challenge the accuracy<br />

<strong>and</strong> completeness of the information <strong>and</strong> have it amended if appropriate.<br />

12. 1 All requests for access will be responded to within a reasonable time (not to exceed<br />

30 days) <strong>and</strong> at minimal or no cost to the individual.<br />

12.2 In order to safeguard personal information, an individual requesting access to a<br />

personal file may be required to provide sufficient verifying identification to permit<br />

<strong>KidsAbility</strong> Foundation to authorize access to an individual’s file.<br />

12.3 If the information requested contains personal information about another individual,<br />

that information must be removed before the request can be honoured.<br />

13. Challenging Compliance<br />

An individual may challenge <strong>KidsAbility</strong> Foundation’s compliance to this policy with the<br />

Chief Privacy Officer who will ensure the complaint is addressed within a reasonable<br />

period of time. If the person proposing the challenge is not satisfied with the response<br />

provided by the Chief Privacy Officer, the Chief Privacy Officer shall invoke the<br />

Foundation’s Complaints Policy as the means of resolving the dispute.<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Ethical Fundraising Policy<br />

5-50<br />

Page: 1 of 6<br />

Approved: February 9, 2009<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

For <strong>KidsAbility</strong> - Centre for Child Development to offer the range <strong>and</strong> quality of services it<br />

provides to the children in need within the Region of Waterloo <strong>and</strong> Wellington County it must<br />

rely in no small way on the successful fundraising abilities of <strong>KidsAbility</strong> Foundation. For its<br />

part, the Foundation’s success in supporting the activities of <strong>KidsAbility</strong> - Centre for Child<br />

Development financially is heavily dependent on the Foundation’s ability to inspire confidence<br />

<strong>and</strong> trust in the minds of our donor public. People make financial contributions to <strong>KidsAbility</strong><br />

Foundation for many reasons; for example, their personal experience of the quality of care<br />

<strong>KidsAbility</strong> provides, the Centre’s reputation for effective <strong>and</strong> sensitive care, <strong>and</strong> the<br />

professional excellence of <strong>KidsAbility</strong> staff, to name but a few of these reasons. Of vital<br />

importance in obtaining <strong>and</strong> retaining an effective level of financial support, however, is our<br />

Foundation’s reputation for integrity <strong>and</strong> ethical fundraising practices. This policy speaks to<br />

several areas of our fundraising program <strong>and</strong> outlines the ways in which we seek to operate in<br />

the most ethical manner possible. Our commitment to ethical fundraising shows respect for our<br />

donors <strong>and</strong> clearly puts the onus on our Foundation to be open, honest, <strong>and</strong> transparent in the<br />

attracting, investing, <strong>and</strong> disbursing of donated funds.<br />

I. Financial Disclosure <strong>and</strong> Public Representations<br />

<strong>KidsAbility</strong> Foundation observes the following practices when responding to requests from<br />

donors <strong>and</strong> prospective donors for financial information:<br />

a) we act promptly to provide information requested in its most factual, accurate, <strong>and</strong><br />

current form;<br />

b) we provide information that will add to the public's underst<strong>and</strong>ing of <strong>and</strong> confidence in<br />

our operations, methods, <strong>and</strong> the costs of fundraising by publishing an annual report <strong>and</strong><br />

by hosting an annual public event to report to the community;<br />

c) our financial statements accurately present the financial activities <strong>and</strong> overall financial<br />

position of our organization <strong>and</strong> disclose, at a minimum, the information contained in<br />

Imagine Canada’s Ethical Fundraising <strong>and</strong> Financial Accountability Code St<strong>and</strong>ard C4;<br />

d) our audited annual financial statements are prepared in accordance with Generally<br />

Accepted Accounting Principles (GAAP) in all material respects <strong>and</strong> with all other<br />

guidelines adopted by the Canadian Institute of Chartered Accountants (CICA) which<br />

apply specifically to our type of charitable organization;<br />

e) if we release a financial summary or extract, it is clearly related to <strong>and</strong> consistent with the<br />

information provided in our full financial statements including their Notes;<br />

f) all fundraising solicitations by or on behalf of <strong>KidsAbility</strong> Foundation are truthful,<br />

accurately describe our activities <strong>and</strong> the intended use of donated funds, <strong>and</strong> are carried<br />

out by volunteers or employees who identify themselves <strong>and</strong> disclose our name <strong>and</strong> the<br />

purpose for the request;<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Ethical Fundraising Policy<br />

5-50<br />

Page: 2 of 6<br />

Approved: February 9, 2009<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

g) we encourage donors to seek independent advice if the proposed gift is a Planned Gift or<br />

if we have reason to believe that the proposed gift might significantly affect the donor’s<br />

financial position;<br />

h) our solicitations treat donors with respect <strong>and</strong> we make every effort to honour their<br />

requests to:<br />

• limit the frequency of solicitations;<br />

• not be solicited by telephone or other technology;<br />

• receive printed material about us;<br />

• discontinue solicitations where requested;<br />

i) upon request, we provide our registration number (BN), names of all board members, this<br />

Ethical Fundraising Policy, <strong>and</strong> our Investment Policy;<br />

j) we issue official Income Tax receipts for monetary gifts <strong>and</strong> for gifts-in-kind;<br />

k) we do not make claims that cannot be upheld <strong>and</strong> we do not use marketing materials that<br />

could be misleading. We do not exploit <strong>and</strong> we are sensitive in describing the children<br />

who are served by <strong>KidsAbility</strong> Centre for Child Development;<br />

II. Restricted <strong>and</strong> Designated Donations<br />

Our Foundation adheres to the following fundraising practices as they relate to restricted or<br />

designated donations:<br />

a) we recognize that donors who restrict their donations or designate them for a specific use<br />

have a right to expect that their donation will be applied according to their specific<br />

directions <strong>and</strong> we adhere to their wishes;<br />

b) we honour all statements we make regarding the use of a contribution;<br />

c) we have a procedure or policy in place to deal with donations that cannot be applied to a<br />

specific project;<br />

d) for surplus funds realized over <strong>and</strong> above the requirements of a given campaign it is our<br />

practice to apply such funds to a project as closely related as possible to the original<br />

designation so as to respect the donors’ original intentions;<br />

e) our accounting system <strong>and</strong> fundraising software system track funds that are restricted or<br />

designated for a specific use;<br />

f) in the administration of gift funds we review documentation to ensure that we adhere to<br />

the donors’ intentions.<br />

III. Fundraising Costs<br />

Our Foundation observes the following practices when incurring administrative <strong>and</strong><br />

fundraising costs:<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Ethical Fundraising Policy<br />

5-50<br />

Page: 3 of 6<br />

Approved: February 9, 2009<br />

Supersedes: New<br />

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a) our Governing <strong>Board</strong> is responsible for overseeing the way in which fundraising costs are<br />

incurred <strong>and</strong> reported;<br />

b) our Governing <strong>Board</strong> approves <strong>and</strong> monitors our organization’s fundraising activities <strong>and</strong><br />

the disclosure of fundraising expenses;<br />

c) our administrative <strong>and</strong> fundraising costs are kept to the minimum necessary to meet our<br />

objectives <strong>and</strong> it is our intention not only to meet but to strive to exceed the st<strong>and</strong>ards<br />

established by the Canada Revenue Agency for registered charities;<br />

d) the allocation of expenditures to administration, fundraising, <strong>and</strong> program services<br />

reflects our organization’s mission <strong>and</strong> actual activities <strong>and</strong> conform to GAAP <strong>and</strong> all<br />

other appropriate guidelines adopted by the Canadian Institute of Chartered Accountants<br />

that are applicable to our type of charitable organization.<br />

IV. Collection, Maintenance, Use, <strong>and</strong> Confidentiality of Donor Records<br />

Our Foundation observes the following practices when collecting donor information,<br />

maintaining <strong>and</strong> using confidential donor records, <strong>and</strong> protecting donor anonymity:<br />

a) we guard against making unwarranted or intrusive inquiries into a donor’s or prospect’s<br />

gift history or personal life <strong>and</strong> gather only information that is relevant <strong>and</strong> necessary to<br />

our fundraising efforts;<br />

b) we make all reasonable efforts to ensure that the personal information we collect is<br />

complete <strong>and</strong> accurate;<br />

c) any donor record that is maintained by the Foundation shall be kept confidential to the<br />

greatest extent possible. Donors shall have the right to see their own donor record <strong>and</strong> to<br />

challenge its accuracy;<br />

d) we will preserve the anonymity of our donors at the donor’s request;<br />

e) we give special protection to all records pertaining to anonymous donors;<br />

f) we require a donor’s consent before confidential information is released to any outside<br />

party;<br />

g) we have established <strong>and</strong> follow reasonable time periods for the retention <strong>and</strong> the secure<br />

disposal of donor information;<br />

h) we have established special security safeguards to protect donor information <strong>and</strong> limit<br />

access to donor files;<br />

i) we recognize that our duty to ensure the confidentiality of donor records continues even<br />

after our relationship with a donor or prospect has ended;<br />

j) we obtain a donor’s oral consent regarding the proposed use of that donor’s personal<br />

information when information is collected by telecommunication;<br />

k) we provide donors with an opportunity to remain anonymous <strong>and</strong> to request that the<br />

donor’s name <strong>and</strong>/or the amount of the gift not be publicly released.<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Ethical Fundraising Policy<br />

5-50<br />

Page: 4 of 6<br />

Approved: February 9, 2009<br />

Supersedes: New<br />

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V. Solicitation of <strong>KidsAbility</strong> Clients <strong>and</strong> Former Clients<br />

A natural constituency for financial support of <strong>KidsAbility</strong> is its clients <strong>and</strong> former clients.<br />

This group comprises the current clients <strong>and</strong> “alumni/-ae” of the Centre who have been<br />

recipients of the services offered through the Centre. <strong>KidsAbility</strong> Foundation receives contact<br />

information of volunteers <strong>and</strong> clients <strong>and</strong> their families from <strong>KidsAbility</strong> Centre for Child<br />

Development. Formal requests from individuals to be excluded from mailings or other<br />

communications will be respected <strong>and</strong> acted on promptly. In approaching these families we<br />

will invite financial support <strong>and</strong> feedback on the quality of the services they have received<br />

through the Centre; as a result, we may also ask some family members to participate in the<br />

Foundation’s public information sessions or formal solicitations. In every instance, we make<br />

every effort to ensure that our approach is tasteful <strong>and</strong> appropriate.<br />

VI. Privacy<br />

Our Foundation has a Privacy Policy overseen by a Chief Privacy Officer. To ensure the<br />

privacy of our donors, we do not sell, rent or exchange our donor lists to or with other<br />

organizations.<br />

VII. Electronic Gifts<br />

Technology is playing an increasing role in philanthropy. To protect the interests of donors<br />

who choose to give electronically, our Foundation adheres to the following practice:<br />

a) our website lists our Foundation’s full name, charitable business number, <strong>and</strong> mission<br />

clearly <strong>and</strong> immediately for online donors;<br />

b) for those who wish to contact us other than through the website or e-mail, we clearly<br />

provide alternative contact information;<br />

c) eligibility for a tax receipt is clearly outlined;<br />

d) all precautions are taken to ensure that gifts made electronically are safe, private, <strong>and</strong><br />

secure, <strong>and</strong> that a donor’s personal information is protected;<br />

e) e-donors are assured that any information they provide is held in strict confidence <strong>and</strong><br />

that this Ethical Fundraising Policy is clearly listed on our website;<br />

f) electronic donors will not receive communications or solicitations from our Foundation<br />

unless they have “opted in” to receive such communications.<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Ethical Fundraising Policy<br />

5-50<br />

Page: 5 of 6<br />

Approved: February 9, 2009<br />

Supersedes: New<br />

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VIII. Donor Complaints<br />

It is the policy of our Foundation to have a written complaints procedure in place to ensure<br />

that all complaints from donors or the community-at-large are h<strong>and</strong>led promptly. The <strong>Board</strong><br />

of <strong>KidsAbility</strong> Foundation is informed at least annually of the number, type, <strong>and</strong> disposition<br />

of such complaints.<br />

IX. Supervision of Fundraisers<br />

As a practice, it is only in extraordinary circumstances that we might use the services of<br />

external fundraisers: if, for example, we were to engage in a major capital campaign. Our<br />

organization observes the following practices when monitoring <strong>and</strong> supervising the activities<br />

of volunteers, employees, or paid solicitors (collectively referred to as “fundraisers”) who<br />

solicit or receive funds on our behalf:<br />

a) we take reasonable steps to ensure that every person participating in our fundraising<br />

program is aware of <strong>and</strong> complies with the Ethical Code established by Imagine Canada;<br />

b) we inform our fundraisers about all relevant provisions of all municipal, provincial, <strong>and</strong><br />

federal laws applicable to their fundraising activities <strong>and</strong> we ensure that our fundraising<br />

activities are carried out in accordance with the law;<br />

c) we complete all reports that must be filed as part of applicable regulatory regimes<br />

properly <strong>and</strong> in a timely fashion;<br />

d) we take every reasonable step to ensure that our fundraisers adhere to the applicable<br />

professional codes of conduct, such as the Association of Fundraising Professionals’<br />

Code of Ethical Principles <strong>and</strong> St<strong>and</strong>ards of Ethical Practice;<br />

e) we recognize that donors <strong>and</strong> potential donors have a right to be informed of the exact<br />

nature of the employment or contractual relationship we have with our fundraisers <strong>and</strong><br />

we respond promptly <strong>and</strong> honestly to all inquiries in this regard.<br />

X. Conflicts of Interest<br />

Our by-laws include a written conflict of interest statement <strong>and</strong> we address actual or<br />

perceived conflicts of interest in the following manner:<br />

a) we define a conflict of interest for our fundraisers <strong>and</strong> advise all fundraisers that they<br />

must act in the best interests of our organization rather than in furtherance of their<br />

personal interests or the interests of third parties;<br />

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G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Ethical Fundraising Policy<br />

5-50<br />

Page: 6 of 6<br />

Approved: February 9, 2009<br />

Supersedes: New<br />

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b) we instruct all fundraisers to avoid situations where their personal interest conflicts or<br />

appears to conflict with their duties within our organization;<br />

c) we instruct all fundraisers to evaluate their conduct in light of the impact on our<br />

organization;<br />

d) we require our fundraisers to disclose both actual <strong>and</strong> apparent conflicts of interest;<br />

e) our conflict-of-interest disclosure procedures are clearly articulated <strong>and</strong> we believe that<br />

they are well understood by all staff <strong>and</strong> Directors;<br />

f) our staff <strong>and</strong> Directors recognize that the duty to disclose even an “apparent” conflict of<br />

interest requires a consideration of public perception when evaluating whether a conflict<br />

of interest is present;<br />

g) we are mindful of our fiduciary duty to ensure the disclosure of any conflict of interest<br />

that would be of material interest or relevance to a donor or which may influence a<br />

donor’s decision to give;<br />

h) where a donor elects to make a gift in spite of the presence of a conflict of interest, we<br />

encourage that the donor obtain independent legal advice regarding that potential gift.<br />

XI. Compensation of the Foundation’s Fundraising Staff<br />

Our Foundation observes the following compensation practices:<br />

a) fundraisers who are employed by the Foundation are compensated on the basis of their<br />

experience, expertise, <strong>and</strong> the time requirements of the position in light of the current<br />

employment market which will provide a guideline we will not exceed;<br />

b) Paid staff <strong>and</strong>/or consultants will be compensated by a salary, retainer, or fee <strong>and</strong> will not<br />

be paid finders’ fees, commissions, or other payments based either on the number of<br />

philanthropic contributions received or the value of funds raised;<br />

c) we undertake the institutional planning, board development, <strong>and</strong> volunteer recruitment<br />

necessary to make our fundraising program successful over time.<br />

XII. Governance<br />

a) our <strong>Board</strong> of Directors reviews our fundraising practices <strong>and</strong> policies on a regular basis<br />

<strong>and</strong> tests them for continuing relevance, legislative compliance <strong>and</strong> applicability.<br />

Adjustments are made, as required, to ensure that the maximum amount of donations<br />

possible is applied to our charitable activities in a manner that is consistent with the longterm<br />

interests of our organization <strong>and</strong> its beneficiaries;<br />

b) our fundraising policies, practices, <strong>and</strong> expectations are clearly communicated to all staff.<br />

c) all fundraising programs undertaken by our Foundation are reviewed by the <strong>Board</strong> of<br />

Directors to ensure consistency with our statements of Mission, Vision, <strong>and</strong> Values <strong>and</strong><br />

that they comply with this Ethical Fundraising Practices Policy.<br />

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G Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Whistleblower Policy<br />

5 - 60<br />

Page: 1 of 2<br />

Approved: November 21, 2011<br />

Supersedes: DRAFT<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

Whistleblower Protection Policy<br />

A: POLICY<br />

<strong>KidsAbility</strong> Foundation requires its directors, officers, volunteers, agents <strong>and</strong> employees to observe high<br />

st<strong>and</strong>ards of business <strong>and</strong> personal ethics in the conduct of their duties <strong>and</strong> responsibilities. As<br />

employees <strong>and</strong> representatives of <strong>KidsAbility</strong> Foundation, we must practice honesty <strong>and</strong> integrity in<br />

fulfilling our responsibilities <strong>and</strong> we must comply with our Code of Ethics <strong>and</strong> with all applicable laws<br />

<strong>and</strong> regulations.<br />

It is the responsibility of all directors, officers, volunteers, agents <strong>and</strong> employees to report violations or<br />

suspected violations of the Code of Ethics <strong>and</strong> all applicable laws <strong>and</strong> regulations in accordance with<br />

this Whistleblower Protection Policy.<br />

No director, officer, volunteer, agent or employee who in good faith reports a violation under the terms<br />

of this policy shall suffer harassment, retaliation or adverse employment consequence. An employee or<br />

volunteer who retaliates against someone who has reported a violation in good faith is subject to<br />

discipline up to <strong>and</strong> including termination of employment or appointment.<br />

It is the responsibility of all the directors, officers, volunteers, agents <strong>and</strong> employees of the Foundation<br />

to comply with this policy <strong>and</strong> report known violations or suspected violations as indicated in this<br />

policy. Failure to do so will result in foregoing the protection provided by this policy <strong>and</strong> could cause<br />

<strong>KidsAbility</strong> Foundation <strong>and</strong> all individuals directly or indirectly associated with the organization<br />

significant personal or public harm.<br />

B: OBJECTIVE<br />

This Whistleblower Protection Policy is intended to encourage <strong>and</strong> enable employees <strong>and</strong> others to raise<br />

serious concerns internally about violation of the Foundation Code of Ethics <strong>and</strong> all other laws <strong>and</strong><br />

regulations so that <strong>KidsAbility</strong> Foundation can properly address <strong>and</strong> correct inappropriate conduct <strong>and</strong><br />

actions.<br />

C: PROCEDURE<br />

Directors, officers, volunteers, agents <strong>and</strong> employees of the Foundation should bring forward their<br />

questions, concerns, suggestions or complaints with someone who can address them properly. In most<br />

cases employees <strong>and</strong> volunteers should report these issues to the Executive Director. However, if the<br />

individual reporting a violation or potential violation is not comfortable in addressing these issues with<br />

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G Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Whistleblower Policy<br />

5 - 60<br />

Page: 2 of 2<br />

Approved: November 21, 2011<br />

Supersedes: DRAFT<br />

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the Executive Director then that person should submit those observations in writing to the Chair of the<br />

<strong>Board</strong> of <strong>KidsAbility</strong> Foundation. Supervisors <strong>and</strong> managers, when in receipt of a report relating to<br />

violations as indicated in this policy, are required to communicate such report to the Chair of the <strong>Board</strong><br />

of <strong>KidsAbility</strong> Foundation as soon as practicable but no later than within five working days of receipt of<br />

the complaint.<br />

Anyone filing a complaint under this policy must be acting in good faith <strong>and</strong> have reasonable grounds<br />

for believing the information disclosed is correct <strong>and</strong> indicates a violation or suspected violation of the<br />

code of Ethics, governing law or regulation. Any allegation that proves not to be substantiated <strong>and</strong><br />

which proves to have been made maliciously or knowingly to be false will be viewed as a serious<br />

disciplinary offense.<br />

Reports of violations or suspected violations will be kept confidential to the extent possible, consistent<br />

with the need to conduct an adequate investigation.<br />

If the complaint or violation is a matter than can be dealt with by the Executive Director alone, then the<br />

Executive Director will do so <strong>and</strong> send a report to the Chair of the <strong>Board</strong> of Directors once the matter is<br />

cleared up.<br />

For all complaints or violations, the Chair of the <strong>Board</strong> of Directors will acknowledge to the<br />

complainant receipt of the reported violation or suspected violation within five business days after<br />

receipt of the Executive Director’s report. All reports will be promptly investigated <strong>and</strong> appropriate<br />

corrective action will be taken if warranted by the investigation.<br />

In reporting a violation or suspected violation the following basic questions should be answered with<br />

any additional remarks that the individual wishes to make.<br />

1. Details with respect to time <strong>and</strong> place of the incident<br />

2. The nature of the concern. Sufficient information should be provided so an independent person<br />

can underst<strong>and</strong> the concern <strong>and</strong> be able to further investigate<br />

3. Full names <strong>and</strong> titles of individuals who are suspected of wrongdoing<br />

4. The number of times the incident has taken place<br />

5. The length of time the incidents have been taking place<br />

6. The name <strong>and</strong> contact information of the complainant.<br />

All directors, officers, volunteers, agents <strong>and</strong> employees shall sign a form indicating that they are in<br />

receipt of this policy <strong>and</strong> that they have read <strong>and</strong> understood it <strong>and</strong> that they have been provided with an<br />

opportunity to ask questions about the policy.<br />

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G Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Ethical Conduct<br />

5 - 70<br />

Page: 1 of 3<br />

Approved: November 21, 2011<br />

Supersedes: DRAFT<br />

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ETHICAL CONDUCT<br />

A: PURPOSE:<br />

To ensure that members of the Foundation <strong>Board</strong>, members of the staff, <strong>and</strong> volunteers formally appointed to act<br />

in the name of the Foundation conduct all of their Foundation-related activities in an ethical <strong>and</strong> collegial manner.<br />

B: GENERAL PRINCIPLES:<br />

i) Declaration of Interest<br />

It is the duty of every Director of the Corporation <strong>and</strong> every member of the Foundation staff who has in any way,<br />

whether directly or indirectly, an interest or whose family member or whose partner may have an interest in a<br />

contract or arrangement or proposed contract or arrangement with the Corporation to declare such interest <strong>and</strong> to<br />

refrain from voting thereon or unduly influencing the determination of said contract or arrangement.<br />

ii) Fiduciary Duties<br />

a) In exercising their respective Foundation duties, all members of the Foundation <strong>Board</strong>, members of the<br />

staff, <strong>and</strong> volunteers formally appointed to act in the name of the Foundation shall act honestly, in good<br />

faith, <strong>and</strong> in the best interests of the Foundation, <strong>and</strong>, in so doing, support the Foundation in fulfilling its<br />

mission <strong>and</strong> discharging its accountabilities.<br />

b) The Foundation reserve the right to refuse a donation raised at any event that it deems to be offensive or<br />

insensitive to <strong>KidsAbility</strong>’s or the Foundation’s mission or good name.<br />

iii) Respect for Donor <strong>and</strong> Client Privacy<br />

a) All personal information concerning a <strong>KidsAbility</strong> client or the families of <strong>KidsAbility</strong> clients obtained as<br />

a result of one’s association with the Foundation is to be considered strictly confidential unless explicit<br />

approval has been obtained by the families so concerned has been granted to the Foundation.<br />

b) All Foundation personnel are authorized to access personal information contained in our files only as<br />

required for the conducting of legitimate <strong>and</strong> appropriate Foundation business.<br />

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G Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Ethical Conduct<br />

5 - 70<br />

Page: 2 of 3<br />

Approved: November 21, 2011<br />

Supersedes: DRAFT<br />

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c) Neither the personal information contained in the Foundation’s files nor any other personal information<br />

concerning an actual or prospective donor obtained during the donor solicitation process is to be publicly<br />

disclosed or employed beyond the reasons for which it is being or has been obtained.<br />

d) The Foundation guards against making unwarranted or intrusive inquiries into a donor’s or prospective<br />

donor’s gift history or personal life <strong>and</strong> gather only information that is relevant <strong>and</strong> necessary to our<br />

fundraising activities.<br />

e) The Foundation provides donors with an opportunity to remain anonymous <strong>and</strong> to request that the donor’s<br />

name <strong>and</strong>/or the amount of the gift not be publicly released.<br />

iv) Financial <strong>and</strong> Disbursement Accountability<br />

a) The Foundation <strong>Board</strong> is responsible for overseeing <strong>and</strong> monitoring the way in which fundraising costs<br />

are incurred <strong>and</strong> reported.<br />

b) We recognize that donors who restrict their donations or designate them for a specific use have a right to<br />

expect that their donation will be applied/has been applied according to their specific directions <strong>and</strong> we<br />

make every reasonable effort to adhere to their wishes.<br />

c) Our financial statements accurately present the financial activities <strong>and</strong> overall financial position of our<br />

organization <strong>and</strong> disclose, at a minimum, the information contained in Imagine Canada’s Ethical<br />

Fundraising <strong>and</strong> Financial Code.<br />

d) We annually disseminate sufficient information to add to the general public’s underst<strong>and</strong>ing of <strong>and</strong><br />

provide confidence in our operations, methods, <strong>and</strong> costs of fundraising during the fiscal year.<br />

v) Personal <strong>and</strong> Interpersonal Considerations<br />

a) Members of the <strong>Board</strong> are expected to voice their opinions – including conflicting opinions – during<br />

<strong>Board</strong> <strong>and</strong> committee meetings while, at the same time, respecting the advice <strong>and</strong> opinions of colleagues,<br />

the decisions of the majority, <strong>and</strong> the role of the chair.<br />

b) Every Director, employee, <strong>and</strong> formally appointed volunteer of the Foundation has the right to work in an<br />

environment free from abuse or harassment <strong>and</strong>, accordingly, the Foundation is committed to taking<br />

affirmative action in preventing any such episode <strong>and</strong> of dealing firmly with incidents of harassment<br />

should they occur, treating any form of harassment as a serious <strong>and</strong> intolerable matter.<br />

c) As a matter of personal health <strong>and</strong> safety, the Foundation will work towards the elimination of all<br />

potential hazards that could result in personal injuries, illness, losses, or damage to property.<br />

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G Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Ethical Conduct<br />

5 - 70<br />

Page: 3 of 3<br />

Approved: November 21, 2011<br />

Supersedes: DRAFT<br />

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d) All events, including third-party events, will be advertised <strong>and</strong> conducted in a fully responsible manner<br />

which respects the rights <strong>and</strong> safety of the participants as well as the good name of <strong>KidsAbility</strong> <strong>and</strong> with<br />

sensitivity to the mission of <strong>KidsAbility</strong> <strong>and</strong> the Foundation.<br />

e) Members of the Foundation are asked to be conscious of the sensitivities of others <strong>and</strong> to reduce the<br />

amount or avoid the use of scented products that they use prior to entering the workplace <strong>and</strong> to advise<br />

their invitees to do the same.<br />

C: ASSOCIATED FOUNDATION POLICIES:<br />

The following policies <strong>and</strong> procedural documents provide additional detail on many of the items noted above:<br />

i) Article 11 of By-law 1 (2011)<br />

ii) Privacy Policy<br />

iii) Policy on Signing of Cheques<br />

iv) Ethical Fundraising Policy<br />

v) Donor Complaints Policy<br />

vi) Roles <strong>and</strong> Responsibilities of Members of the <strong>Board</strong> of Directors<br />

vii) Harassment Policy<br />

viii) Health <strong>and</strong> Safety<br />

ix) Third-Party Fundraising Events<br />

x) Allergen Procedure<br />

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G Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Conflict Resolution Policy<br />

5-80<br />

Page: 1 of 2<br />

Approved: November 21, 2011<br />

Supersedes: DRAFT<br />

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CONFLICT RESOLUTION POLICY<br />

A: PURPOSE:<br />

To seek to resolve matters of conflict involving members of the Foundation <strong>Board</strong>, members of the staff, or<br />

volunteers formally appointed to act in the name of the Foundation sensitively, justly, <strong>and</strong> in a timely manner.<br />

B: GENERAL PRINCIPLES:<br />

i) Matters of Conflict may be interpersonal in nature or they may be contractual.<br />

ii) All matters of conflict are disruptive both personally <strong>and</strong> collegially <strong>and</strong> will be addressed with an eye to<br />

restoring harmony <strong>and</strong> seeking a just resolution to the problem.<br />

iii) Conflicts are normally best resolved between the individuals involved, but where personal resolution is<br />

not practical, a more structured process will be implemented.<br />

iv) Harassment cases will be dealt with in accordance with the Foundation’s Harassment policy.<br />

C: PROCESS:<br />

i) In the first instance, the individuals involved in the conflict will seek to resolve the source of their conflict<br />

by meeting informally with one another.<br />

ii) If informal resolution is unfruitful, the party/parties will arrange to meet with the Executive Director who<br />

will act as a mediator in the instance of those conflicts involving members of staff or formally<br />

appointed Foundation volunteers other than members of the <strong>Board</strong>.<br />

iii) If the Executive Director is personally compromised in the conflicted situation, the Chair of the <strong>Board</strong><br />

will act as mediator in place of the Executive Director.<br />

iv) Either party to the conflict may initiate the mediation procedure <strong>and</strong>, having been formally notified,<br />

within two weeks of such notification the mediator shall arrange for face-to-face discussions with the<br />

parties in conflict.<br />

v) If mediation efforts prove to be unsuccessful, the mediator will so inform the Chair of the <strong>Board</strong> or, if the<br />

Chair of the <strong>Board</strong> is compromised by the conflicted situation, the Past Chair of the <strong>Board</strong> shall serve<br />

in the Chair’s stead <strong>and</strong> shall move to convene a meeting of the appellants <strong>and</strong> the ad hoc Conflict<br />

Resolution Committee within three weeks of formal notification.<br />

vi) The mediator will keep a written record of the proceedings to date, including relevant dates <strong>and</strong> times of<br />

the meeting(s) as well as expressions of the principal areas of contention.<br />

vii) The ad hoc Conflict Resolution Committee will consist of the Vice-Chair of the <strong>Board</strong>, the Past Chair of<br />

the <strong>Board</strong> <strong>and</strong> a third party who shall ideally be acceptable to all concerned parties.<br />

T:\Policies\Governance\5 - Fundraising & Ethics\5-80 Conflict Resolution_November 21, 2011.doc


G Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Conflict Resolution Policy<br />

5-80<br />

Page: 2 of 2<br />

Approved: November 21, 2011<br />

Supersedes: DRAFT<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

viii) If all three parties cannot agree on a suitable third party, that individual will be selected by two of the<br />

three ex officio members, one of whom shall be agreeable to the appellant(s).<br />

ix) If either the Vice-Chair or Past Chair of the <strong>Board</strong> is compromised by the proceedings, that position will<br />

be filled by a simple majority vote of the <strong>Board</strong>.<br />

x) Once established, the ad hoc Conflict Resolution Committee shall select a chair of its choosing <strong>and</strong> shall<br />

convene formal meetings within two weeks of the Committee’s having been formed.<br />

xi) The determination of the Conflict Resolution Committee shall be final.<br />

xii) It will be the responsibility of the chair of the Conflict Resolution Committee to maintain a written record<br />

of the proceedings to date, including relevant dates <strong>and</strong> times of the meeting(s) as well as a summary<br />

statement of the resolution.<br />

xiii) If all parties formally agree to the resolution of the conflict, all written records will be destroyed<br />

within 30 days of the Committee’s final meeting.<br />

xiv) If one of the appellants is dissatisfied with the resolution, the written findings will be retained in a<br />

confidential file for a minimum of one year from the date of the final meeting of the Committee.<br />

xv) If the conflict involves a member of the <strong>Board</strong> <strong>and</strong> an appellant/appellants other than members of the<br />

<strong>Board</strong>, the above process shall be followed.<br />

xvi) If the conflict involves two or more members of the <strong>Board</strong>, the above processes will be implemented but<br />

without the ex officio involvement of the Executive Director, though the Executive Director is<br />

eligible to be selected as a third-party member of the Conflict Resolution Committee.<br />

T:\Policies\Governance\5 - Fundraising & Ethics\5-80 Conflict Resolution_November 21, 2011.doc


G Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Donor Complaints policy<br />

5 - 90<br />

Page: 1 of 3<br />

Approved: November 21, 2011<br />

Supersedes: DRAFT<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

DONOR COMPLAINTS POLICY<br />

A: PURPOSE:<br />

<strong>KidsAbility</strong> Foundation is committed to responding in a prompt <strong>and</strong> respectful manner to complaints or<br />

concerns from a donor.<br />

B: DEFINITIONS:<br />

Donor includes current, prospective, <strong>and</strong> past individuals, clubs, corporations, or foundations who have<br />

made monetary or gift-in-kind donations to <strong>KidsAbility</strong> Foundation.<br />

Complaint includes any expression of dissatisfaction on the part of a donor related to the actions of the<br />

Foundation with regard to the Donor, the Donor’s gift, or Donor information.<br />

<strong>KidsAbility</strong> Centre for Child Development Complaint includes an expression of concern relating to<br />

the <strong>KidsAbility</strong> Centre for Child Development or client care provided by the <strong>KidsAbility</strong> Centre for<br />

Child Development.<br />

C: ADMINISTRATION<br />

1. It is expected that the majority of complaints or concerns will be administrative matters that staff are<br />

in a position to address immediately <strong>and</strong> to the complainant’s satisfaction within the existing systems in<br />

place in the Foundation. These may include, among other possibilities, a request to limit the number of<br />

solicitations annually, to discontinue solicitations, to correct an address or other contact information, to<br />

request that the donor not be solicited by telephone, to request information, or to inquire as to the status<br />

of a receipt. The staff person h<strong>and</strong>ling the complaint will ensure that the necessary procedures are<br />

followed to address the donor’s complaint.<br />

2. As a matter of operational principle, complaints will be h<strong>and</strong>led on a hierarchical level beginning with<br />

the staff <strong>and</strong>, if unresolved at that level, will proceed to the Executive Director, <strong>and</strong>, if still unresolved,<br />

to the Chair of the <strong>Board</strong>.<br />

Staff members will attempt to satisfy the complainant’s concerns <strong>and</strong> will make a referral to the<br />

Executive Director only if they are unable to solve the matter at a staff level. In the event that a<br />

complainant remains dissatisfied after being referred to the Executive Director, the complainant will be<br />

informed that an appeal in writing to the Foundation’s <strong>Board</strong> of Directors, through to the Chair of the<br />

T:\Policies\Governance\5 - Fundraising & Ethics\5-90 Donor Complaints_November 21, 2011.doc


G Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Donor Complaints policy<br />

5 - 90<br />

Page: 2 of 3<br />

Approved: November 21, 2011<br />

Supersedes: DRAFT<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

<strong>Board</strong> of the Foundation,. An acknowledgement of receipt of the complaint will be made within three<br />

business days at each level of the review. The determination of the Foundation will be provided to the<br />

complainant in writing within ten business days of the date of the receipt of the written complaint.<br />

3. As the Foundation has adopted Imagine Canada’s Ethical Fundraising & Financial Accountability<br />

Code, a complainant who remains dissatisfied with the disposition of the complaint has recourse to the<br />

Imagine Canada process. The complainant will be informed that s/he may pursue further remedy with<br />

Imagine Canada.<br />

4. All contact information required by a complainant to move the complaint to the next level will be<br />

provided without prejudice by the Executive Director.<br />

5. Complaints or concerns that are of an administrative matter may be considered events requiring<br />

simple quantitative tracking. Complaints of a more substantive nature - -including subsequent<br />

complaints from the same complainant on the same matter, <strong>and</strong> complainants not immediately satisfied<br />

with the resolution proposed -- will be documented in writing <strong>and</strong> the complainant will have access to<br />

such documentation.<br />

6. The <strong>Board</strong> of Directors will receive an annual report of all documented complaints <strong>and</strong> their outcomes<br />

including, where appropriate, changes to systems or procedures taken to reduce the incidence of similar<br />

complaints in the future.<br />

7. <strong>KidsAbility</strong> Centre for Child Development Complaints received by the Foundation relating to<br />

<strong>KidsAbility</strong> <strong>and</strong>/or client care will be documented <strong>and</strong> referred to the CEO at <strong>KidsAbility</strong> Centre for<br />

attention <strong>and</strong>/or resolution, <strong>and</strong> copied to the CEO of the <strong>KidsAbility</strong> Centre.<br />

D: PROCEDURE:<br />

* * *<br />

This procedure provides the guidelines for addressing a complaint by a donor to the Foundation.<br />

Scope<br />

The Executive Director is responsible for h<strong>and</strong>ling complaints that go beyond those only requiring staff<br />

attention.<br />

T:\Policies\Governance\5 - Fundraising & Ethics\5-90 Donor Complaints_November 21, 2011.doc


G Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Donor Complaints policy<br />

5 - 90<br />

Page: 3 of 3<br />

Approved: November 21, 2011<br />

Supersedes: DRAFT<br />

500 Hallma rk Drive • Waterloo • ON • N2K 3P5 • T: 5 19.886.8886 • F: 519.886.01 05<br />

In the process of investigating the complaint, respect for the complainant <strong>and</strong> the reputation of the<br />

Foundation <strong>and</strong> <strong>KidsAbility</strong> are primary concerns. Level of risk <strong>and</strong> legal considerations are assessed<br />

<strong>and</strong> will determine the process for finding a resolution.<br />

Steps in procedure for all but administrative matters<br />

1. The donor issues an initial complaint in writing, by phone, or by e-mail to a staff member.<br />

2. The Executive Director receives written copies of the complaint or a staff member’s summary of an<br />

oral complaint.<br />

3. The staff member or the Executive Director logs the complaint in the complaint database.<br />

4. Within three working days, the Executive Director contacts the individual to ascertain or corroborate<br />

the details of the complaint <strong>and</strong> then responds in writing that the complaint is being investigated.<br />

5. The complaint is then investigated to determine the most appropriate resolution.<br />

6. Decision making process – dependent on the scope, risk <strong>and</strong> severity of the issue, the following steps<br />

will be taken as soon as possible <strong>and</strong> the issue will be resolved in a timely manner dependent on the<br />

complexity of the issue:<br />

• Staff member resolves the issue <strong>and</strong> provides a written report of the resolution to the Executive<br />

Director<br />

• Executive Director resolves the issue as long as he/she has the authority to do so or<br />

• Executive Director brings the issue to the attention of the Chair of the <strong>Board</strong> <strong>and</strong> it is resolved<br />

• If legal counsel is required, the decision for consultation will be made by the Chair of the <strong>Board</strong><br />

6. The resolution of the issue is logged in the complaint database <strong>and</strong> reported in writing to the<br />

individual who reported to the complaint. All efforts are made to find a suitable resolution for the<br />

individual <strong>and</strong> for the Foundation in a timely fashion. Any complaints logged will be reviewed at the<br />

appropriate level of responsibility on a weekly basis until resolved.<br />

7. The Foundation staff will meet semi-annually to review the issues raised by any complaints to<br />

determine whether additional processes or actions need to be instituted.<br />

T:\Policies\Governance\5 - Fundraising & Ethics\5-90 Donor Complaints_November 21, 2011.doc


G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Conflict of Interest<br />

5a-10<br />

Page: 1 of 2<br />

Approved: March 19, 2012<br />

Supersedes: Draft<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Draft Conflict of Interest Policy for <strong>KidsAbility</strong> Foundation<br />

<strong>KidsAbility</strong> Foundation Conflict of Interest Policy is designed to assure the highest level of ethical<br />

conduct of persons employed by or involved in the governance of the Foundation in all that pertains to<br />

the Foundation, <strong>and</strong> to avoid public perceptions <strong>and</strong> financial consequences detrimental to <strong>KidsAbility</strong><br />

that could arise from the misuse, or perception of misuse, of an individual's position or influence.<br />

<strong>KidsAbility</strong>'s conflict of interest policy is not designed to eliminate or exclude relationships <strong>and</strong><br />

activities that might create a duality of interest, but rather to encourage transparency <strong>and</strong> careful<br />

deliberation in those cases where conflicts or perceived conflicts may arise.<br />

Conflicts of Interest:<br />

A conflict of interest may be defined as an interest that might affect, or might reasonably appear likely<br />

to affect, the judgment or conduct of an individual associated with the Foundation.<br />

A conflict of interest may exist when the interests or concerns or potential interests or concerns of any<br />

director, officer, or staff member, or any individual, group or organization to which one of these people<br />

has allegiance, may be seen as competing with the interests or concerns of the Foundation, or may<br />

impair these people's independence or loyalty to the Foundation.<br />

For example, a conflict of interest may exist if a director, officer, or staff member:<br />

� has a business or financial interest in any third party dealing with the Foundation.<br />

� holds office, serves on a <strong>Board</strong>, participates in management, or is employed by any third party<br />

dealing with the Foundation.<br />

� derives remuneration or other financial gain from a transaction involving the Foundation (other<br />

than salary reported on a T-4 or salary <strong>and</strong> benefits expressly authorized by the <strong>Board</strong>).<br />

� receives gifts from any third party on the basis of his or her position with the Foundation (other<br />

than occasional gifts valued at no more than $50, or if valued at more than $50, the gift is made<br />

available in a team space or common area for others to share - e.g., fruit baskets, boxes of<br />

c<strong>and</strong>y). All other gifts should be returned to the donor with the explanation that the Foundation<br />

policy does not permit the acceptance of gifts. No personal gift of money should ever be<br />

accepted.<br />

� engages in any outside employment or other activity that will materially encroach on such<br />

person's obligations to the Foundation; compete with the Foundation's activities; involve any use<br />

of the Foundation's equipment, supplies, or facilities; or imply the Foundation's sponsorship or<br />

support of the outside employment or activity.<br />

T:\Policies\Governance\5 - Fundraising & Ethics\5a-10 Conflict of Interest Policy_March 19, 2012.doc


G<br />

Section:<br />

Governance –<br />

Fundraising & Ethics<br />

Subject:<br />

Conflict of Interest<br />

5a-10<br />

Page: 2 of 2<br />

Approved: March 19, 2012<br />

Supersedes: Draft<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Disclosure:<br />

Whenever any director has a conflict of interest or a possible perceived conflict of interest with the<br />

Foundation, he or she shall notify the Chairman of the <strong>Board</strong> of Directors of such conflict.<br />

The Chair, in turn, will ensure compliance with the By-laws of the Foundation, Article 11, “Declaration<br />

of Interest”.<br />

Whenever any staff member has a conflict of interest or a possible perceived conflict of interest with the<br />

Foundation, he or she shall notify the Executive Director.<br />

If any member of the board or a committee believes another member has an undeclared conflict of<br />

interest relating to an agenda item at a meeting, he or she shall declare such to the Chair.<br />

When any conflict of interest is relevant to a matter under consideration or requiring action by the <strong>Board</strong><br />

of Directors, or committee thereof, the interested person(s) shall call it to the attention of the Chair <strong>and</strong><br />

shall not be present during <strong>Board</strong> or committee discussion or decision on the matter. However, the<br />

person(s) shall provide the <strong>Board</strong> or applicable committee with any <strong>and</strong> all relevant information on the<br />

particular matter.<br />

The minutes of the meeting of the <strong>Board</strong> of Directors or committee thereof shall reflect that the conflict<br />

of interest was disclosed, that the interested person was not present during discussion or decision on the<br />

matter, <strong>and</strong> did not vote.<br />

A copy of this conflict of interest policy shall be furnished to each director, officer, <strong>and</strong> staff member<br />

who is presently serving this organization or who may hereafter become associated with it. The policy<br />

<strong>and</strong> its application shall be reviewed annually for the information <strong>and</strong> guidance of directors, officers,<br />

<strong>and</strong> staff members, each of whom has a continuing responsibility to scrutinize their transactions <strong>and</strong><br />

outside business interests <strong>and</strong> relationships for potential conflicts <strong>and</strong> make such disclosures as<br />

described herein.<br />

Each director will be asked to complete a Conflict of Interest Policy Disclosure Statement upon his or<br />

her election or re-election to the <strong>Board</strong> <strong>and</strong> annually thereafter. Each officer <strong>and</strong> senior staff member<br />

will be asked to complete such a Statement upon his or her employment <strong>and</strong> on an annual basis<br />

thereafter.<br />

T:\Policies\Governance\5 - Fundraising & Ethics\5a-10 Conflict of Interest Policy_March 19, 2012.doc


G Section:<br />

Human Resources<br />

Subject:<br />

Bereavement Policy<br />

6-10<br />

Page: 1 of 1<br />

Approved: September 22,<br />

2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

PROCEDURES:<br />

In the spirit of compassion <strong>and</strong> collegiality appropriate to <strong>KidsAbility</strong> Foundation,<br />

through this policy the Foundation wishes to act as an agent of consolation for<br />

employees <strong>and</strong> their families on the occasion of the death of a close member of the<br />

employee’s family.<br />

1. In the event of the death of a member of an employee’s immediate family, the<br />

Executive Director will immediately notify other members of the Foundation’s staff.<br />

2. Any employee who suffers the bereavement of a spouse, child, or parent <strong>and</strong> so<br />

notifies the Foundation’s Executive Director will be granted bereavement leave of<br />

three (3) consecutive working days without loss of regular pay from regularlyscheduled<br />

hours to include a time for visitation, funeral, <strong>and</strong> grieving.<br />

3. In the event of the death of a sister, brother, mother-in-law, father-in-law, gr<strong>and</strong>parent,<br />

gr<strong>and</strong>child, ward or guardian, or gr<strong>and</strong>parent of one’s spouse, the bereavement leave<br />

time shall be three (3) consecutive working days without loss of regular pay from<br />

regularly-scheduled hours to include a time for visitation, funeral, <strong>and</strong> grieving.<br />

4. In the event of the death of a son-in-law, daughter-in-law, sister-in-law, brother-inlaw,<br />

aunt, or uncle, the bereavement leave time shall be one (1) working day to<br />

attend the funeral or memorial service (or its equivalent) without loss of regular pay<br />

from regularly-scheduled hours to include a time for visitation, funeral, <strong>and</strong> grieving.<br />

5. For the purpose of bereavement leave, the relationships specified in the preceding<br />

clauses are deemed to include a common-law spouse <strong>and</strong> a partner of the same sex.<br />

6. Time granted within this policy is for the purpose of attending the funeral, memorial<br />

service, or its equivalent; for dealing with matters related to the death; <strong>and</strong> for travel<br />

time to <strong>and</strong> from the funeral services.<br />

7. Part-time employees will be credited with service for all such leave in accordance with<br />

the terms of their employment.<br />

8. The Executive Director, at the sole discretion of the Director, may allow for brief<br />

periods of time off during working hours without loss of pay to enable a member of<br />

the Foundation staff to attend the funeral service of a fellow employee.<br />

9. In all cases, the Foundation reserves the right to request a copy of the official death<br />

certificate or a signed note from the Funeral Director.<br />

T:\Policies\6 - Human Resources\6-10 Bereavement Policy_September 22, 2008.doc


G Section:<br />

Human Resources<br />

Subject:<br />

Vacation Policy<br />

6-20<br />

Page: 1 of 3<br />

Approved: November 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

A balance of work <strong>and</strong> family life as well as periodic time for relaxation <strong>and</strong> renewal is important to<br />

maintaining a healthy lifestyle as well as an enjoyable <strong>and</strong> productive work experience. With this in<br />

mind, all staff members are entitled to periods of vacation based on their years of service <strong>and</strong> are<br />

encouraged to take this time away from work.<br />

VACATION ENTITLEMENT:<br />

FULL-TIME STAFF:<br />

Vacation entitlement accrues on a monthly basis <strong>and</strong> may be taken after six (6) months of<br />

continuous service.<br />

An employee shall receive an annual vacation with pay in accordance with the individual’s years of<br />

continuous employment as follows:<br />

During the first year of employment, employees are entitled to three (3) weeks of vacation prorated<br />

from their hire date to the end of the vacation year, which is August 31.<br />

Subsequent to August 31 of the full-time employee’s first year of employment, vacation entitlements<br />

shall increase according to the following employment periods:<br />

• Three (3) weeks after one (1) full year of continuous service;<br />

• Four (4) weeks after five (5) years of continuous service;<br />

• Five (5) weeks after fifteen (15) years of continuous service;<br />

• Six (6) weeks after twenty (20) years of continuous service.<br />

Because the Vacation Period is from September 1 to August 31 it will not likely coincide with the<br />

employee’s anniversary date <strong>and</strong>, as a result, the calculation of the “years of continuous service” will<br />

not likely be in consort with the individual’s anniversary date. It is important to note, therefore, that<br />

employees may not normally anticipate entitlement during a vacation year for which an increase in<br />

entitlement may occur. However, should the Executive Director approve a vacation period in<br />

anticipation of earned entitlement, it must be clearly understood that should an employee leave the<br />

employ of the Foundation having received permission for a period of vacation beyond that provided<br />

by the individual’s earned entitlement, the Foundation will be entitled to reimbursement in<br />

accordance with the pro-rated determination of the excessive use of vacation entitlements.<br />

Conversely, any individual leaving the employ of the Foundation is entitled to receive a period of<br />

vacation for any unused vacation entitlement as determined by a pro-rated calculation of the<br />

vacation grid noted above.<br />

T:\Policies\6 - Human Resources\6-20 Vacation Policy_November 17, 2008.DOC


G Section:<br />

Human Resources<br />

Subject:<br />

Vacation Policy<br />

6-20<br />

Page: 2 of 3<br />

Approved: November 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

In no case shall an individual receive a cash settlement in lieu of earned vacation time.<br />

Only in exceptional cases <strong>and</strong> with the express permission of the Executive Director may an<br />

employee accumulate vacation entitlement beyond the vacation period of September 1 through<br />

August 31.<br />

PART-TIME STAFF:<br />

Vacation time is pro-rated for all part-time staff based on the normal work day of seven <strong>and</strong> one half<br />

(7.5) hours.<br />

VACATION REQUESTS:<br />

1. Vacation periods must be discussed with <strong>and</strong> approved by the Executive Director. Since<br />

the Executive Director is responsible for the efficient operation of the Foundation, the<br />

Executive Director has the right to refuse a vacation request based on operational<br />

concerns.<br />

2. The vacation year is from September 1 through August 31of each year.<br />

3. Where possible, vacations will be scheduled according to the wishes of individual staff<br />

members, having regard for the efficient operation of the Foundation. Where a conflict<br />

exists in the scheduling of vacations, that conflict shall be resolved by the Executive<br />

Director with due consideration being given to the length of service of the employee <strong>and</strong><br />

the operational needs of the Foundation.<br />

4. The Vacation Request <strong>and</strong> Approval form shall be used for all requests <strong>and</strong> must be<br />

completed in full <strong>and</strong> approved by the Executive Director prior to any vacation being<br />

taken.<br />

5. Since the Executive Director is responsible for ensuring the on-going daily efficiency of<br />

the Foundation’s operations, it is important to discuss vacation requests with the<br />

Executive Director well in advance of making holiday arrangements.<br />

UTILIZATION OF VACATION DAYS:<br />

1. Vacation days are accrued based on each individual’s current employment full-time<br />

equivalency <strong>and</strong> are adjusted if that individual’s employment status changes.<br />

T:\Policies\6 - Human Resources\6-20 Vacation Policy_November 17, 2008.DOC


G Section:<br />

Human Resources<br />

Subject:<br />

Vacation Policy<br />

6-20<br />

Page: 3 of 3<br />

Approved: November 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

2. Vacation days are taken within the present year of employment <strong>and</strong> must normally be taken<br />

by August 31. Vacation time may not be accumulated beyond August 31 unless the<br />

accumulation is specifically approved by the Executive Director <strong>and</strong> a short-term plan for<br />

the utilization of that time is agreed upon in writing.<br />

3. Vacation time may be taken as extended periods of time, of days, or of half-days.<br />

4. The responsibility for determining the specific calculation of the annual vacation<br />

entitlement resides with the Executive Director.<br />

T:\Policies\6 - Human Resources\6-20 Vacation Policy_November 17, 2008.DOC


G Section:<br />

Human Resources<br />

Subject:<br />

Educational Leave Policy<br />

6-30<br />

Page: 1 of 1<br />

Approved: November 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Seminars/Conventions<br />

At the discretion of the Executive Director, <strong>and</strong> provided employees so wish, a leave<br />

of absence with pay shall be granted to employees to attend seminars <strong>and</strong> conventions<br />

that are beneficial to the Foundation <strong>and</strong> are directly related to the employee's work.<br />

Such leave shall not exceed one full week (7 days) inclusive of travel time.<br />

T:\Policies\6 - Human Resources\6-30 Educational Leave Policy_November 17, 2008.doc


G Section:<br />

Human Resources<br />

Subject:<br />

Sick Leave Policy<br />

6-40<br />

Page: 1 of 4<br />

Approved: November 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

<strong>KidsAbility</strong> Foundation is concerned about the well-being of each employee. Because an<br />

unexpected illness or injury can jeopardize one’s financial security, it is the policy of the<br />

Foundation to provide some wage continuation under qualifying conditions for illnesses <strong>and</strong><br />

disabilities not covered by the Workplace Safety <strong>and</strong> Insurance <strong>Board</strong> (WSIB).<br />

DEFINITIONS:<br />

Actively at Work <strong>and</strong> Active Work: At work <strong>and</strong> able to perform all the regular duties of one’s<br />

occupation for one full working day of seven <strong>and</strong> one half hours (7.5) for full-time employees<br />

<strong>and</strong> the number of hours per day or per week as determined by contract for part-time employees.<br />

Continuous Service: A period of unbroken employment with the Foundation.<br />

Eligible Employee: Insured benefits will be provided to employees following three calendar<br />

months of continuous service.<br />

Date of Disability: The first day of regularly scheduled employment for which an employee<br />

cannot report for work as a result of injury or illness.<br />

Adjusted Time: Adjusted Time is work time provided to the Foundation to compensate for an<br />

employee’s time lost because of an illness whose duration has exceeded this Policy’s benefits<br />

otherwise provided by the employee’s length of service.<br />

OVERVIEW OF COVERAGE:<br />

1. SICK PAY BENEFIT is paid by the employer <strong>and</strong> covers the first 15 weeks of disability<br />

up to 100% based on the employee’s length of service.<br />

2. CANADA EMPLOYMENT INSURANCE (E.I.) pays from the 16 th to the 30 th week of<br />

disability.<br />

3. LONG-TERM DISABILITY BENEFITS of up to 75% of earnings based on an<br />

employee’s length of service are paid by the insurance company after 6 months of<br />

service.<br />

GENERAL POLICY AND PROCEDURAL INFORMATION:<br />

T:\Policies\6 - Human Resources\6-40 Sick Leave Polic_November 17, 2008.DOC


G Section:<br />

Human Resources<br />

Subject:<br />

Sick Leave Policy<br />

6-40<br />

Page: 2 of 4<br />

Approved: November 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

1. Benefits are paid up to <strong>and</strong> including 15 weeks of absence, based on a regular fiveday<br />

work week <strong>and</strong> a 7.5 hour work day. Benefits are paid according to an<br />

employee’s length of service. Specifically:<br />

• for service of 3 months to one year, the entitlement is 66 <strong>and</strong> 2/3%, that is<br />

payment will be calculated at 5.0 hours of the normal 7.5-hour work day;<br />

• for service of 1 to 2 years, the entitlement is 70% <strong>and</strong> is calculated at 5.25<br />

hours of the normal 7.5-hour work day;<br />

• for service of 2 to 3 years, the entitlement is 80% <strong>and</strong> is calculated at 6 hours<br />

of the normal 7.5-hour work day; for 3 to 4 years, the entitlement is 90% <strong>and</strong><br />

is calculated at 6.75 hours of the normal 7.5-hour work day;<br />

• for 4 years <strong>and</strong> more, the entitlement is 100% <strong>and</strong> is calculated at 7.5 hours of<br />

the normal 7.5-hour work day.<br />

2. Employees with fewer than four years of service have the option of claiming<br />

Adjusted Time for the percentage of wages not covered by sick pay.<br />

3. The first three periods of absence in a calendar year are covered by the sickness plan<br />

starting on day 1, a period being defined as an illness in excess of three consecutive<br />

working days. The first two days of the fourth <strong>and</strong> subsequent periods of absence will<br />

be unpaid, or, alternatively, the employee may arrange with the Executive Director to<br />

make up for time lost as a result of the employee’s absence <strong>and</strong> in this instance the<br />

employee will be responsible for an accounting of make-up time to the satisfaction of<br />

the Executive Director within the next three months.<br />

4. A period of disability or absence is defined as a half-day, one day or more, up to 15<br />

calendar weeks.<br />

5. For illnesses in excess of three working days, or for frequent illnesses, the Foundation<br />

may require a physician’s letter. A medical note is required by a qualified medical<br />

practitioner/dentist for planned surgery, indicating the length of time the employee is<br />

expected to be absent from work. If there are issues related to return duties, a note<br />

from the employee’s physician indicating the work expectations <strong>and</strong>/or hours of work<br />

is required. Costs incurred for all medical notes <strong>and</strong> documentation required by the<br />

employer will be the responsibility of the employee.<br />

6. Unused sick instances are not transferable to the next calendar year.<br />

SICK LEAVE PROCEDURE:<br />

T:\Policies\6 - Human Resources\6-40 Sick Leave Polic_November 17, 2008.DOC


G Section:<br />

Human Resources<br />

Subject:<br />

Sick Leave Policy<br />

6-40<br />

Page: 3 of 4<br />

Approved: November 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

1. Employees are required to inform the Executive Director (or the Executive Director’s<br />

designate) if they are going to be absent from work <strong>and</strong> are to indicate their expected<br />

return to work.<br />

2. The employee should inform the Executive Director about any outst<strong>and</strong>ing work for the<br />

anticipated period of illness so that suitable arrangements can be made.<br />

3. Once notified, the Executive Director will circulate a copy of the Absence/Sick Leave<br />

Report form to the employee for completion. Once completed, the form is returned to the<br />

Executive Director for approval <strong>and</strong> any necessary documentation is sent to Payroll for<br />

processing.<br />

4. If a return to work date is unknown, employees should contact the Executive Director (or<br />

the Executive Director’s designate) every second day for the first week. If the absence<br />

continues past one week an agreed-upon schedule of contact will be made between the<br />

employee <strong>and</strong> the Executive Director.<br />

B. CANADA EMPLOYMENT INSURANCE (E.I.) COVERAGE<br />

1. Weeks 16 to 30 of a continuous disability are covered by Employment Insurance.<br />

2. Application for this benefit must be made through E.I. on their appropriate forms.<br />

C. LONG TERM DISABILITY BENEFIT<br />

1. Long Term Disability commences after 30 weeks or 150 days of absence have occurred<br />

<strong>and</strong> the Sick Pay <strong>and</strong> E.I. benefits have been utilized.<br />

2. Benefits of up to 75% of earnings are provided as determined by the employee’s length<br />

of continuous service as follows:<br />

• At least 6 months of service 65 % of regular earnings<br />

• At least 20 years of service 70% of regular earnings<br />

• At least 30 years of service 75% of regular earnings<br />

LTD PROCEDURE:<br />

1. The LTD benefit claim form must be submitted by the applicant employee to the<br />

insurance company 6-8 weeks before the end of the employee’s qualifying period.<br />

T:\Policies\6 - Human Resources\6-40 Sick Leave Polic_November 17, 2008.DOC


G Section:<br />

Human Resources<br />

Subject:<br />

Sick Leave Policy<br />

6-40<br />

Page: 4 of 4<br />

Approved: November 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

2. LTD benefits are paid monthly, <strong>and</strong> begin within one month after the employee becomes<br />

eligible to receive them. LTD benefits are taxable.<br />

T:\Policies\6 - Human Resources\6-40 Sick Leave Polic_November 17, 2008.DOC


G Section:<br />

Human Resources<br />

Subject:<br />

Family Care Days<br />

6-50<br />

Page: 1 of 1<br />

Approved: September 22, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

<strong>KidsAbility</strong> Foundation recognizes that there are times when it is necessary for<br />

employees to take time to care for other members of their immediate or extended family<br />

because of an illness or take a day away from work for personal reasons. As a result,<br />

members of the staff are entitled to two days away from work annually to tend to such<br />

matters.<br />

POLICY STATEMENT:<br />

<strong>KidsAbility</strong> Foundation will provide two days annually, known as Family Care Days, to<br />

all members of staff who have served in the the Foundation for a minimum of three<br />

months of continuous employment. This time is available to provide the staff member<br />

with the time to care for an individual or individuals belonging to the staff member’s<br />

immediate or extended family or for personal time.<br />

PROCEDURAL STATEMENTS:<br />

1. An employee may submit a written request for a Personal Leave to the Executive<br />

Director or to the Chair of the <strong>Board</strong> in the case of the Executive Director or, in the<br />

case of an emergency, in the absence of the Executive Director.<br />

2. Requests are to be submitted as far in advance as possible <strong>and</strong> a written reply will<br />

be provided expeditiously. Such leave shall not be unreasonably withheld, but may<br />

be deferred at the discretion of the grantor.<br />

3. Family Care Days must be taken as full days as defined by the staff member’s<br />

normal working day <strong>and</strong> may not be taken as portions thereof.<br />

4. Family Care Days must be taken between January 1 <strong>and</strong> December 31 <strong>and</strong> may not<br />

be accumulated beyond the calendar year.<br />

T:\Policies\6 - Human Resources\6-50 Family Care Days Policy_September 22, 2008.doc


G Section:<br />

Human Resources<br />

Subject:<br />

Pregnancy (Maternity) <strong>and</strong><br />

Parental Leave<br />

6-60<br />

Page: 1 of 2<br />

Approved: September 22, 2008<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

The Foundation will provide all the benefits provided in law for expectant mothers<br />

applying for pregnancy <strong>and</strong>/or maternity leaves as well as adoptive parents wishing to<br />

apply for maternity leaves. For a detailed description of relevant legal entitlements <strong>and</strong><br />

attendent obligations, including exceptional situations <strong>and</strong> formal Employment Insurance<br />

implications, see Appendix A<br />

[http://www.labour.gov.on.ca/english/es/factsheets/fs_preg.html] <strong>and</strong> Appendix B<br />

[http://www.hrsdc.gc.ca/en/ei/types/special.shtml].<br />

GENERAL PROCEDURES:<br />

1. A full-time or part-time employee who is pregnant shall be entitled to at least a 17week<br />

pregnancy leave as well as a 35 week parental leave, for a normal maximum<br />

leave of 52 weeks, in accordance with the Employment St<strong>and</strong>ards Act (ESA).<br />

Government regulations also provide that “Birth mothers who don’t take<br />

pregnancy leave, <strong>and</strong> all other new parents [spouses <strong>and</strong> adoptive parents, for<br />

example], are entitled to up to 37 weeks’ parental leave.”<br />

2. Service <strong>and</strong> vacation entitlement will accrue for the length of the approved leave<br />

up to a maximum of 52 weeks <strong>and</strong> other fringe benefits to which the employee is<br />

normally entitled will continue during the duration of the leave unless the<br />

employee elects, in writing, not to receive such benefits; specifically, the<br />

employee may elect to discontinue eligibility for the health <strong>and</strong> dental benefits as<br />

well as making contributions to the Retirement Savings Program.<br />

3. The Foundation shall grant a pregnancy <strong>and</strong>/or parental leave of absence without<br />

pay for reasons of pregnancy <strong>and</strong> a parental leave without pay to other new parents<br />

such as spouses <strong>and</strong> adoptive parents, provided the employee was hired by the<br />

Foundation at least 13 weeks prior to the “due date”; in the case of pregnancy<br />

leave the employee must have been hired at least 13 weeks prior to the starting<br />

time of the parental leave.<br />

4. In the case of a pregnancy leave a request for such leave must be made in writing<br />

to the Foundation’s Executive Director at least two weeks, <strong>and</strong> preferably one<br />

month, prior to the proposed commencement date of the leave <strong>and</strong> specifying the<br />

starting date for the pregnancy leave. The employee is responsible for providing<br />

the Executive Director with a certificate from a medical practitioner confirming the<br />

anticipated due date.<br />

T:\Policies\6 - Human Resources\6-60 Pregnancy & Parental Leave Policy_September 22, 2008.doc


G Section:<br />

Human Resources<br />

Subject:<br />

Pregnancy (Maternity) <strong>and</strong><br />

Parental Leave<br />

6-60<br />

Page: 2 of 2<br />

Approved: September 22, 2008<br />

Supersedes: NEW<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

5. The earliest a pregancy leave can begin is 17 weeks before the baby’s due date.<br />

However, if the baby is born earlier than the due date, the leave must begin no later<br />

than the day the baby is born.<br />

6. At least eight weeks prior to the end of the leave, the employee shall reconfirm in<br />

writing her intention to return to work.<br />

7. The employee shall be reinstated to her former position unless the position has<br />

been discontinued, in which case she shall be assigned a comparable position if<br />

such exists.<br />

8. An employee taking a pregnancy leave may inform the Foundation’s Executive<br />

Director of both leaves at the same time (that is, when she gives her two weeks’<br />

written notice concerning her pregnancy leave), though she is not required to do<br />

so.<br />

9. If the employee does not provide the Foundation’s Executive Director with a<br />

written affirmation of the date the employee intends to return to work from a<br />

pregnancy or a parental leave, the Executive Director may assume that the<br />

employee will take the full period of entitlement.<br />

10. A birth mother who took pregnancy leave must usually begin her parental leave<br />

right after the pregnancy leave ends. All other parents (such as one’s spouse or an<br />

adoptive parent) must begin their parental leave no later than 52 weeks after the<br />

date their baby was born or the date their child first came into their care.<br />

11. Once an employee has started parental leave, the employee must take it all at one<br />

time; that is, it shall be taken continuously <strong>and</strong> may not be split up.<br />

12. If the employee wishes to change the date for the return to work previously<br />

presented to the employer, the employee must do so in writing at least four weeks<br />

before the intended change is to come into effect.<br />

13. In an instance where the Executive Director is the individual applying for a<br />

pregnancy or parental leave, the administrative role otherwise assigned to the<br />

Executive Director will be assumed by the Chair of the <strong>Board</strong> when responding to<br />

the application of the Executive Director.<br />

T:\Policies\6 - Human Resources\6-60 Pregnancy & Parental Leave Policy_September 22, 2008.doc


G Section:<br />

Human Resources<br />

Subject:<br />

Jury <strong>and</strong> Witness Duty Policy<br />

6-70<br />

Page: 1 of 1<br />

Approved: November 17, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

POLICY STATEMENT:<br />

If an employee is required to serve as a juror in any court of law or is required to attend<br />

as a witness in a court proceeding in which the Crown is a party or is required by<br />

subpoena to attend a court of law or coroner's inquest in connection with a case arising<br />

from the employee's duties at the Foundation, the employee shall not lose<br />

seniority/service or regular pay because of such attendance <strong>and</strong> shall not be required to<br />

work on the day of such duty.<br />

PROCEDURAL STATEMENT:<br />

Employees whose attendance is required at a court of law to serve as a juror or as a<br />

witness in a court proceeding in which the Crown is a party or is required by subpoena to<br />

attend a court of law or coroner's inquest in connection with a case arising from the<br />

employee's duties at the Foundation, shall:<br />

1. Notify the Executive Director as soon as possible that the employee will be<br />

required to attend at court;<br />

2. Present substantiating documentation requiring the employee's attendance at<br />

court;<br />

3. Deposit with the Foundation the full amount of compensation received for court<br />

services rendered excluding mileage, travelling, <strong>and</strong> meal allowances;<br />

4. In addition to the foregoing, where an employee is required by subpoena to attend<br />

a Court of Law or Coroner’s inquest in connection with a case arising from the<br />

employee’s duties at the Foundation on the employee’s regularly-scheduled day<br />

off or during the employee’s regularly scheduled vacation, the Foundation will<br />

attempt to reschedule the employee’s regular day off or vacation period. No such<br />

rescheduling shall entitle the employee to the payment of any additional pay.<br />

5. In the event that there should be an occasion when the court proceedings should<br />

require the employee’s attendance for only half the employee’s regularly<br />

scheduled working day, the employee shall in be in attendance at the Foundation<br />

to work the other half day.<br />

6. This policy applies only to court appearances that do not result from an<br />

employee’s own private affairs, in which case the required court time shall be<br />

considered a personal unpaid leave.<br />

T:\Policies\6 - Human Resources\6-70 Jury & Witness Duty Policy_November 17_2008.doc


G<br />

Section:<br />

Human Resources<br />

Subject:<br />

Hours of Work <strong>and</strong> Lieu Time<br />

Policy<br />

6-80<br />

Page: 1 of 1<br />

Approved: April, 28, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINICIPLES:<br />

As a matter of principle, all employees of the Foundation are expected to make themselves<br />

reasonably available to assist with the legitimate activities of the Foundation that may occur outside<br />

what might be viewed as normal working hours. As a result, this policy is intended to define the<br />

Foundation’s practice with respect both to normal working hours <strong>and</strong> additional hours worked at the<br />

request of the Executive Director.<br />

PROCEDURES:<br />

1. All employees are expected to report promptly for work at the scheduled time. If an<br />

employee is unable to report at the scheduled time, the employee shall so notify the<br />

Executive Director <strong>and</strong> explain the reasons for the late arrival. At the time of the annual<br />

review, repeated tardiness will be addressed as a matter of potential or actual concern.<br />

2. The st<strong>and</strong>ard work day shall be seven <strong>and</strong> one-half hours, exclusive of a one-half hour unpaid<br />

lunch break but inclusive of a fifteen-minute break in both the morning <strong>and</strong> the afternoon.<br />

The st<strong>and</strong>ard work week, therefore, shall normally be thirty-seven <strong>and</strong> one-half hours.<br />

3. Hours of work for part-time employees shall be as required by the Executive Director, as<br />

noted in the individual’s contact of employment, <strong>and</strong>, where the specifics of such hours are<br />

not pre-determined, as mutually agreed upon by the employee <strong>and</strong> the Executive Director.<br />

4. As a general practice, equivalent time off (that is, straight time hours) will be granted to an<br />

employee required to work outside of the regular hours, statutory holidays, or during<br />

vacation. In exceptional circumstances, payment at time <strong>and</strong> one half in lieu of time off may<br />

be granted with the approval of the Executive Director.<br />

5. Employees are encouraged to schedule their claim for lieu hours throughout the year as half<br />

or full days. No more than 7.5 hours is to be accumulated or claimed at one time without the<br />

prior approval of the Executive Director. All requests for the exercise of lieu time must be<br />

submitted in writing well in advance of the proposed time off <strong>and</strong> be formally approved by<br />

the Executive Director.<br />

6. Employees must normally take lieu time within 90 days of their being earned.<br />

7. Time sheets registering lieu time entitlement will be filed in the Foundation office by the<br />

Executive Director.<br />

T:\Policies\6 - Human Resources\6-80 Hours of Work <strong>and</strong> Lieu Time_April 28, 2008.doc


G<br />

Section:<br />

Human Resources –<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Health <strong>and</strong> Safety Policy<br />

6a-20<br />

Page: 1 of 1<br />

Approved: September 22, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

<strong>KidsAbility</strong> Foundation is committed to providing a safe <strong>and</strong> healthy environment for all<br />

of its employees <strong>and</strong> for all those who visit our sites or are engaged with Foundation staff<br />

to conduct the business of the Foundation. We will strive to achieve these objectives by<br />

pursuing acceptable industry practices <strong>and</strong> to comply with all legislative requirements.<br />

Accordingly, we will work towards the elimination of all potential hazards that could<br />

result in fire, security losses, damage to property, <strong>and</strong> in personal injuries or illnesses.<br />

PROCEDURES:<br />

1. <strong>KidsAbility</strong> Foundation believes that achieving <strong>and</strong> maintaining a safe <strong>and</strong><br />

healthy work environment is the direct responsibility of all Foundation staff<br />

engaged in the legitimate activities conducted under the auspices of the<br />

Foundation.<br />

2. The achieving of the Foundation’s Health <strong>and</strong> Safety objectives will involve<br />

ongoing training of staff as well as the periodic review <strong>and</strong> revision of our health<br />

<strong>and</strong> safety program, policies, <strong>and</strong> procedures.<br />

3. To this end, the Foundation will elect a Health <strong>and</strong> Safety Coordinator who shall<br />

serve as the Foundation’s representative on <strong>KidsAbility</strong> Centre for Child<br />

Development’s Joint Health <strong>and</strong> Safety Committee whose policies <strong>and</strong> procedures<br />

shall also serve as those of the Foundation.<br />

4. The Coordinator will familiarize herself with the Health <strong>and</strong> Safety policy <strong>and</strong><br />

guidelines of the Centre <strong>and</strong> shall act on behalf of the Foundation when issues<br />

arise at any of the sites at which the Foundation is engaged in official Foundation<br />

activities.<br />

5. Awareness of <strong>and</strong> commitment to this program by all employees of <strong>KidsAbility</strong><br />

Foundation, including those who serve as volunteers to <strong>KidsAbility</strong> Foundation,<br />

shall be an integral part of our daily operations.<br />

6. For a comprehensive overview of the Province of Ontario’s Health <strong>and</strong> Safety<br />

regulations see www.labour.gov.on.ca/english/hs/pdf/ohsa_g.pdf.<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-20 Health&SafetyPolicy_September 22, 2008.doc


G<br />

Section:<br />

Human Resources<br />

Subject:<br />

Harassment Policy <strong>and</strong><br />

Acknowledgement Form<br />

6a-30<br />

Page: 1 of 6<br />

Approved: September 22, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PRINCIPLES:<br />

Recognizing that every employee has the right to work in an environment free from harassment, the<br />

Foundation is committed to taking affirmative action in preventing any episode of harassment <strong>and</strong> of<br />

dealing firmly with incidents of harassment should they occur. Accordingly, the Foundation will treat<br />

any complaint of harassment as a serious matter <strong>and</strong> will not tolerate any form of harassing conduct.<br />

DEFINITIONS:<br />

A. Sexual Harassment, as defined by the Canada Labour Code, is unwelcome conduct of a sexual<br />

nature that detrimentally affects the work environment or leads to adverse job-related<br />

consequences for victims of the harassment. Such harassment includes any conduct, comment,<br />

gesture, or contact of a sexual nature that is likely to cause offence or humiliation to any<br />

employee or that might, on reasonable grounds, be perceived by that employee as placing a<br />

condition of a sexual nature on employment or on any opportunity for training or promotion.<br />

The Ontario Human Rights Code states that:<br />

Every person has the right to be free from:<br />

(a) a sexual solicitation or advance made by a person in a position to confer, grant or deny a<br />

benefit or advancement to the person where the person making the solicitation or advance<br />

knows, or ought reasonably to know, that it is unwelcome; or<br />

(b) a reprisal or a threat of reprisal for the rejection of a sexual solicitation or advance where<br />

the reprisal is made to threatened by a person in a position to confer, grant or deny a<br />

benefit or advancement to the person.<br />

B. Harassment, other than sexual harassment, refers to abusive conduct or comment made on the<br />

basis of a prohibited ground of discrimination that ought to reasonably have been known to be<br />

unwelcome.<br />

C. Workplace includes all sites of <strong>KidsAbility</strong>, its outreach locations, all Foundation-sanctioned<br />

conferences or events, <strong>and</strong> any other location where the business of <strong>KidsAbility</strong> Foundation is<br />

conducted. This policy applies to all employees, agents of the employer, volunteers, students,<br />

clients/families, suppliers, supporters, <strong>and</strong> physicians.<br />

Examples:<br />

A. Examples of sexual harassment that are prohibited within our workplace include, but are not<br />

limited to:<br />

• offensive materials or offensive language<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-30 Harassment Policy_September 22, 2008.doc


G<br />

Section:<br />

Human Resources<br />

Subject:<br />

Harassment Policy <strong>and</strong><br />

Acknowledgement Form<br />

6a-30<br />

Page: 2 of 6<br />

Approved: September 22, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

• inappropriate verbal <strong>and</strong>/or physical advances<br />

• gender based insults<br />

• unwelcome physical contact<br />

• derogatory or demeaning comments or references to one’s physical characteristics<br />

• infringement on one’s personal privacy <strong>and</strong> lifestyle<br />

• reprisal or threat of reprisal for rejecting sexual advances<br />

B. Examples of harassment, other than sexual harassment, that are prohibited within our workplace<br />

include, but are not limited to:<br />

• name calling<br />

• demeaning jokes<br />

• threats<br />

• insults<br />

• stereotypical portrayals of racial or ethnic groups<br />

PROCEDURE<br />

A. Each volunteer <strong>and</strong> staff member of the Foundation is responsible for creating an atmosphere<br />

free of discrimination <strong>and</strong> harassment. All employees <strong>and</strong> all volunteers are responsible for<br />

respecting the rights of their co-workers. If any employee or any volunteer experiences any<br />

employment related harassment that the individual is not comfortable addressing personally, the<br />

incident should be promptly reported to the Executive Director.<br />

B. If an employee or a volunteer issues a formal concern of harassment activity within the<br />

workplace, the Executive Director, as the case may be, shall immediately investigate <strong>and</strong> resolve<br />

the situation on a confidential basis. The individual who raised the concern about the incident<br />

need not fear any form of reprisal unless the complaint is found to be willfully fraudulent. The<br />

Executive Director shall document the complaint using the Harassment Incident Report<br />

appended to this policy.<br />

C. If the complainant is unsatisfied with the outcome of the first phase of the investigation by their<br />

immediate supervisor, the complainant may lodge a formal complaint in writing to the Chair of<br />

the <strong>Board</strong> or to the Vice-Chair if the Chair was the individual who conducted the initial inquiry.<br />

The Chair/Vice-Chair of the <strong>Board</strong> will initiate an investigation <strong>and</strong> take appropriate action. The<br />

complaint will be kept confidential to the maximum extent possible. If disciplinary action is<br />

required, such action will be taken by the Executive Director in consultation with the Chair or<br />

Vice-Chair of the <strong>Board</strong>, whichever is appropriate.<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-30 Harassment Policy_September 22, 2008.doc


G<br />

Section:<br />

Human Resources<br />

Subject:<br />

Harassment Policy <strong>and</strong><br />

Acknowledgement Form<br />

6a-30<br />

Page: 3 of 6<br />

Approved: September 22, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

COMMUNICATION:<br />

A copy of the policy statement on harassment (ref: page 5 of this document) shall be posted in a<br />

conspicuous place within the Foundation offices for employees to read.<br />

RESPONSIBILITY:<br />

It is the responsibility of all employees to be aware of <strong>and</strong> adhere to this policy. All members of<br />

management as well as the Chair <strong>and</strong> Vice-Chair of the <strong>Board</strong> are to be fully conversant with <strong>and</strong> strictly<br />

adhere to this policy.<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-30 Harassment Policy_September 22, 2008.doc


G<br />

Section:<br />

Human Resources<br />

Subject:<br />

Harassment Policy <strong>and</strong><br />

Acknowledgement Form<br />

6a-30<br />

Page: 4 of 6<br />

Approved: September 22, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Illustration:<br />

ALLEGED HARASSMENT INCIDENT REPORT FORM #1<br />

Date of complaint:<br />

Name of complainant:<br />

Name(s) of Alleged Harasser(s): ______<br />

Description of incident(s), including dates:<br />

Proposed resolution actions(s) to be taken:<br />

Signatures:<br />

I am in agreement with this report <strong>and</strong> the action(s) to be taken.<br />

Complainant:<br />

Executive Director:<br />

Chair of the <strong>Board</strong>:<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-30 Harassment Policy_September 22, 2008.doc


G<br />

Section:<br />

Human Resources<br />

Subject:<br />

Harassment Policy <strong>and</strong><br />

Acknowledgement Form<br />

6a-30<br />

Page: 5 of 6<br />

Approved: September 22, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Illustration<br />

PRINCIPLES:<br />

WORKPLACE HARASSMENT POLICY<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-30 Harassment Policy_September 22, 2008.doc<br />

APPENDIX A – PLEASE POST<br />

Recognizing that every employee has the right to work in an environment free from harassment, the<br />

Foundation is committed to taking affirmative action in preventing any episode of harassment <strong>and</strong> of<br />

dealing firmly with incidents of harassment should they occur. Accordingly, the Foundation will treat<br />

any complaint of harassment as a serious matter <strong>and</strong> will not tolerate any form of harassing conduct.<br />

In seeking to fulfill this goal, <strong>KidsAbility</strong> Foundation will not tolerate any form of sexual or personal<br />

harassment. Under Canadian law this is considered to be any unwelcome conduct, comment, gesture or<br />

contact that occurs in a context that may cause offense or humiliation to any person.<br />

Workplace harassment may involve, but is not limited to:<br />

SEXUAL HARASSMENT<br />

• Verbal <strong>and</strong>/or physical advances<br />

• Sexually explicit language<br />

• Gender-based insults<br />

• Unwelcome physical contact<br />

• Derogatory or demeaning comments or reference to one’s physical characteristics<br />

• Infringement on one’s personal privacy <strong>and</strong> lifestyle<br />

• Offensive materials<br />

PERSONAL HARASSMENT<br />

• Name-calling<br />

• Demeaning jokes<br />

• Threats<br />

• Insults<br />

• Racial or ethnic stereotyping<br />

If you are subjected to any form of harassment, you are encouraged to notify the Executive Director of<br />

the Foundation. All contacts will be treated confidentially <strong>and</strong> without fear of reprisal.


G<br />

Section:<br />

Human Resources<br />

Subject:<br />

Harassment Policy <strong>and</strong><br />

Acknowledgement Form<br />

6a-30<br />

Page: 6 of 6<br />

Approved: September 22, 2008<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Any employee proven guilty of harassment will be disciplined up to <strong>and</strong> including discharge from<br />

<strong>KidsAbility</strong> Foundation. The Foundation will not tolerate any form of harassment <strong>and</strong> will endeavor to<br />

preserve a work place that protects every individual’s rights <strong>and</strong> dignity.<br />

HARASSMENT POLICY ACKNOWLEDGEMENT<br />

Under the Employment St<strong>and</strong>ards Act, <strong>and</strong> as a responsible organization, we have an obligation to<br />

ensure that all of our employees are aware that <strong>KidsAbility</strong> Foundation will not tolerate any form of<br />

harassment. Please read the attached Harassment Policy <strong>and</strong> then sign <strong>and</strong> date the following statement<br />

which will indicate that you have read, understood, <strong>and</strong> are wiling to abide by our policy as a term of<br />

your employment.<br />

I, , have read <strong>and</strong> underst<strong>and</strong> the <strong>KidsAbility</strong> Foundation<br />

Harassment Policy. I agree with the terms of the policy <strong>and</strong> I acknowledge that any breach of this policy<br />

on my behalf may result in corrective action up to <strong>and</strong> including termination of employment.<br />

Signature of Employee Date<br />

Signature of Witness Date<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-30 Harassment Policy_September 22, 2008.doc


G<br />

Section:<br />

Human Resources<br />

Subject:<br />

Allergen Procedure<br />

6a-40<br />

Page: 1 of 2<br />

Approved: May 25, 2009<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Purpose:<br />

The purpose of the procedure is to reduce the exposure to specific foods, chemicals, <strong>and</strong> products. These<br />

items may cause adverse, allergic or anaphylactic reactions in people.<br />

The success of this procedure will depend upon the thoughtfulness, consideration <strong>and</strong> cooperation of staff<br />

<strong>and</strong> volunteers. All employees share the responsibility of adhering to <strong>and</strong> enforcing the policy.<br />

Definitions:<br />

Allergic reaction: The body’s way of responding to an invader. When the body senses a foreign<br />

substance, called an antigen, the immune system is triggered. It’s over reaction to a harmless substance<br />

(an allergen) that is hypersensitivity, or allergic reaction.<br />

Anaphylaxis (Anaphylactic shock): Is a severe allergic reaction that can involve several body systems <strong>and</strong><br />

lead to death if left untreated. Anaphylaxis can result from reactions to food, insect stings, medications,<br />

latex <strong>and</strong> other substances. Trace amounts of an allergen can trigger a severe reaction.<br />

Procedure:<br />

1. Latex<br />

<strong>KidsAbility</strong> Foundation will reduce the exposure to latex by:<br />

- Offering workers, non-latex gloves <strong>and</strong> products to be used when working with<br />

children <strong>and</strong> while cleaning sensitive areas that require P.P.E.<br />

- Latex products such as balloons, stress balls <strong>and</strong> adhesives should not be brought<br />

into the <strong>KidsAbility</strong> Centre to ensure that the risk of exposure to staff, volunteers,<br />

clients <strong>and</strong> their families is minimized.<br />

2. Scents<br />

All staff of <strong>KidsAbility</strong> is asked to refrain from using scented products prior to entering the<br />

workplace. This will reduce the risk to board members, staff, volunteers <strong>and</strong> clients who may have an<br />

asthmatic or allergic reaction to specific products.<br />

Products that may have strong odours include:<br />

- perfumes, colognes, aftershaves<br />

- hairspray<br />

- lotions, creams<br />

- soaps<br />

- cosmetics, deodorants<br />

- shampoos & conditioners<br />

- detergents, fabric softeners<br />

- air fresheners, pot pourri, scented c<strong>and</strong>les<br />

- Cleaning or disinfecting products.<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-40 Allergen Procedure_May 25,<br />

2009.doc


G<br />

Section:<br />

Human Resources<br />

Subject:<br />

Allergen Procedure<br />

6a-40<br />

Page: 2 of 2<br />

Approved: May 25, 2009<br />

Supersedes: New<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

3. Smoking<br />

<strong>KidsAbility</strong> is a smoke free workplace. Smoking is not allowed on the premises or <strong>KidsAbility</strong><br />

property by any employee, volunteer, client or member of a client’s family.<br />

4. Nut Free Centre<br />

<strong>KidsAbility</strong> strives to be nut free. This includes nuts or nut products of any kind i.e.) peanuts,<br />

almonds, walnuts, etc. All foods brought into the Centre by staff, volunteers, clients or their families<br />

must be nut free.<br />

Employees should take special precautions when planning events to ensure that when ordering foods<br />

from caterers that the caterer is aware that the facility is nut free <strong>and</strong> ask that the caterer take<br />

precautions when preparing the food <strong>and</strong> that the food not contain nuts or nut products.<br />

Roles <strong>and</strong> Responsibilities:<br />

All staff<br />

� Do not put staff, clients or volunteers at risk.<br />

� Observe all foods that you are bringing into the Centre are nut free.<br />

� When discussing arrangements with a caterer discuss with them that <strong>KidsAbility</strong> is nuts<br />

free Centre.<br />

� Be courteous to others around you <strong>and</strong> be sensitive to their needs.<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-40 Allergen Procedure_May 25,<br />

2009.doc


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Criminal Records Check -<br />

Volunteers<br />

6a-50<br />

Page: 1 of 7<br />

Approved: June 20, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PURPOSE:<br />

1. To protect the Foundation <strong>and</strong> all clients served by <strong>KidsAbility</strong> Centre from exposure to<br />

unnecessary risk. Criminal Records Checking is a precautionary measure designed to<br />

assist in ascertaining whether volunteers have criminal histories which could potentially<br />

make them unsuitable c<strong>and</strong>idates for positions of trust <strong>and</strong> authority at the Foundation.<br />

2. To ensure appropriate risk management procedures are in place <strong>and</strong> that the Foundation<br />

has done its due diligence in view of potential liabilities in this area.<br />

POLICY STATEMENT:<br />

The placement of on-site volunteers with continuing assignments is to be made<br />

conditional upon an acceptable Criminal Records Check. Criminal Records Checks are<br />

only one part of the Foundation’s recruitment <strong>and</strong> placement procedures. Information<br />

gained through the pre-appointment screening interviews must also be considered.<br />

PROCEDURE:<br />

1. During the selection process all c<strong>and</strong>idates will be asked “Have you ever been convicted<br />

of a criminal offence for which a pardon has not been granted?”. The prospective<br />

c<strong>and</strong>idate will be informed that any offer of appointment shall be conditional upon a<br />

satisfactory Criminal Records Check. That is to say, the potential appointee shall have no<br />

outst<strong>and</strong>ing criminal code charges or convictions for which a pardon has not been granted<br />

or any provincial offence conviction which could be relevant to the potential<br />

appointment.<br />

2. Potential appointees must be advised that they are required to obtain a Criminal Records<br />

Check in accordance with the following procedure:<br />

i. The applicant must go in person to the local Police Services division <strong>and</strong><br />

request that the Criminal Records Check be conducted. The applicant must<br />

produce two pieces of appropriate identification that confirms their name, date<br />

of birth <strong>and</strong> address. One piece of identification presented must include a<br />

photo. When the check is complete, the applicant will again go in person, with<br />

the same two pieces of identification, <strong>and</strong> collect the official form from the<br />

Police Services Division.<br />

ii. The applicant must then submit the complete Criminal Records Check to the<br />

Executive Director. The charge for the Criminal Records Check will be<br />

T:\Policies \6 - Human Resources\6a - Health & Safety\6a-50 Criminal Records Check -<br />

VolunteersJun20,2011.doc


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Criminal Records Check -<br />

Volunteers<br />

6a-50<br />

Page: 2 of 7<br />

Approved: June 20, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

reimbursed by the Foundation when the c<strong>and</strong>idate has satisfactorily met all the<br />

appointment requirements.<br />

It is important to note that the use of information obtained through the Canadian Police<br />

Information Computer system regarding outst<strong>and</strong>ing criminal<br />

code charges <strong>and</strong> criminal<br />

code convictions for which a pardon has not been granted, or about provincial offences,<br />

does not contravene the Ontario Human Rights Code.<br />

3. Once a suitable c<strong>and</strong>idate has been selected, the individual will be informed that a<br />

Criminal Records Check is required for review <strong>and</strong> that any appointment<br />

is conditional<br />

on the receipt of a satisfactory check. Individuals should not normally commence their<br />

appointment until such a check has been completed <strong>and</strong> reviewed.<br />

4. In circumstances where an individual has completed a Criminal Records Check within<br />

thirty (30) days prior to the conditional start date, this will be accepted for review <strong>and</strong><br />

a<br />

new Criminal Records Check may<br />

not be required. Any Criminal Records Check<br />

completed later than the prior 30 days will not be accepted <strong>and</strong> a new check will be<br />

required.<br />

5. Where the c<strong>and</strong>idate<br />

is found to hold a record of offences for which pardons have not<br />

been granted, this record should not necessarily result in the conditional offer being<br />

withdrawn.<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-50 Criminal Records Check -<br />

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G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Criminal Records Check -<br />

Volunteers<br />

6a-50<br />

Page: 3 of 7<br />

Approved: June 20, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

6. In making a decision, the Foundation will consider the following:<br />

i. The date, nature, <strong>and</strong> number of offences;<br />

ii. The circumstances of the charge <strong>and</strong> the particulars of the offence involved;<br />

iii. How the offences relate to the duties of the potential appointment;<br />

iv. Any extenuating circumstances surrounding the offence;<br />

v. The length of time between a conviction <strong>and</strong> the appointment decision;<br />

vi. The applicant’s social history before <strong>and</strong> after the offence;<br />

vii. The applicant’s success at rehabilitation.<br />

7. After careful consideration of all of the above by the Executive Director, the Chair of the<br />

<strong>Board</strong> <strong>and</strong> legal counsel (if such is deemed necessary), the conditional offer may be<br />

revoked <strong>and</strong> the individual so informed. Otherwise, an unconditional offer of<br />

appointment will be made.<br />

8. Criminal Records Checks are not to be kept in the personnel files. Reference Checks are<br />

the property of the applicant. Therefore, once the form has been submitted to the<br />

Executive Director that individual shall complete a Criminal Records Check<br />

Acknowledgement Form <strong>and</strong> return the Reference Check to the applicant. The<br />

Acknowledgement Form shall form part of the appointee’s personnel files.<br />

9. In exceptional cases, it may be necessary to make a conditional offer of appointment <strong>and</strong><br />

have the individual assume the position prior to the results of the police check having<br />

been received. In these cases, prior approval must be received from the Executive<br />

Director or the Chair of the <strong>Board</strong>. Precautionary measures will be put into place to<br />

ensure that the individual is supervised at all times while with program participants.<br />

Except for director appointees, under no circumstances should the individual be left<br />

unsupervised until a Criminal Records Check has been obtained, assessed as being<br />

satisfactory, <strong>and</strong> an unconditional offer of appointment has been made.<br />

10. The Foundation’s insurers presume that the Foundation will make decisions in this area<br />

which indicate that due diligence, prudence, <strong>and</strong> care were used in making a decision<br />

regarding what is acceptable <strong>and</strong> what is not.<br />

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G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Criminal Records Check -<br />

Volunteers<br />

6a-50<br />

Page: 4 of 7<br />

Approved: June 20, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

11. To ensure continued compliance with the intent of this policy, all appointees will<br />

complete a Criminal Offence Declaration on an annual basis. A new Criminal Records<br />

Check will be required every five years. If, for any reason, a Criminal Offence<br />

Declaration cannot be completed, a new Criminal Records Check will be immediately<br />

required.<br />

KIDSABILITY FOUNDATION<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-50 Criminal Records Check<br />

-<br />

VolunteersJun20,2011.doc


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Criminal Records Check -<br />

Volunteers<br />

6a-50<br />

Page: 5 of 7<br />

Approved: June 20, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

CRIMINAL RECORDS CHECK ACKNOWLEDGEMENT<br />

FORM<br />

I have reviewed the Criminal Records Check of __________________________ <strong>and</strong> find that it<br />

does not indicate any criminal histories which could potentially make<br />

this person an unsuitable<br />

c<strong>and</strong>idate<br />

for positions of trust <strong>and</strong> authority at the Foundation.<br />

_______________________________ _______________________________<br />

Signature<br />

Date<br />

_______________________________ _______________________________<br />

Name<br />

Title<br />

T:\Policies\6<br />

- Human Resources\6a - Health & Safety\6a-50 Criminal Records Check -<br />

VolunteersJun20,2011.doc


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Criminal Records Check -<br />

Volunteers<br />

6a-50<br />

Page: 6 of 7<br />

Approved: June 20, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Name:<br />

Position:<br />

Date of Birth:<br />

KIDSABILITY FOUNDATION<br />

CRIMINAL OFFENCE DECLARATION<br />

mm dd yyyy<br />

I DECLARE, since my last Criminal Records Check submitted to <strong>KidsAbility</strong> - Centre for Child<br />

Development, or since the last Offence Declaration given by me that:<br />

I have no charges or convictions under the Criminal<br />

Code of Canada up to <strong>and</strong><br />

including the date of this declaration for which a pardon has not been issued or<br />

granted under the Criminal Records Act (Canada).<br />

To the best o f my knowledge, the information provided is correct. T:\Policies\6<br />

- Human Resources\6a - Health & Safety\6a-50 Criminal Records Check -<br />

VolunteersJun20,2011.doc


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Criminal Records Check -<br />

Volunteers<br />

6a-50<br />

Page: 7 of 7<br />

Approved: June 20, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

DATED at<br />

(municipality where document is<br />

signed)<br />

this<br />

Signature Signature of Witness (witnessing signature only)<br />

Name<br />

day of<br />

Information is collected by authority of Regulation 322/03 – Collection of Personal Information. Information is<br />

collected <strong>and</strong> disclosed according to Section 29(1) <strong>and</strong> 32 of the Municipal Freedom of Information <strong>and</strong> Privacy<br />

Act (MFIPPA).<br />

Please send in a sealed envelope marked Offence Declaration-Confidential to the<br />

Executive Director<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-50 Criminal Records Check -<br />

VolunteersJun20,2011.doc<br />

20<br />

(month) (year)


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Vulnerable Sector Police Records<br />

Check - Employees<br />

6a-60<br />

Page: 1 of 7<br />

Approved: June 21, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

PURPOSE:<br />

1. To protect the Foundation <strong>and</strong> all clients served by <strong>KidsAbility</strong> Centre from exposure to<br />

unnecessary risk. Vulnerable Sector Police Records Checking is a precautionary measure<br />

designed to assist in ascertaining whether employees have criminal histories which could<br />

potentially make them unsuitable c<strong>and</strong>idates for positions of trust <strong>and</strong> authority at the<br />

Foundation.<br />

2. To ensure appropriate risk management procedures are in place <strong>and</strong> that the Foundation<br />

has done its due diligence in view of potential liabilities in this area.<br />

3. All agencies funded or licensed by the Ministry of Community <strong>and</strong> Social Services as<br />

well as the Ministry of Children <strong>and</strong> Youth Services, which provide direct service to<br />

children, are required to have all new successful employment c<strong>and</strong>idates complete a<br />

Vulnerable Sector Records Check. While the Foundation is not directly funded by these<br />

Ministries, Foundation staff are held to the same high st<strong>and</strong>ards as those of the<br />

<strong>KidsAbility</strong> Centre.<br />

POLICY STATEMENT:<br />

All offers of employment are to be made conditional upon an acceptable Vulnerable<br />

Sector Police Records Check. Vulnerable Sector Police Records Checks are only one<br />

part of the Foundation’s recruitment procedures. Information gained through the preappointment<br />

screening interviews must also be considered.<br />

PROCEDURE:<br />

1. During the selection process all c<strong>and</strong>idates will be asked “Have you ever been convicted<br />

of a criminal offence for which a pardon has not been granted?”. The prospective<br />

c<strong>and</strong>idate will be informed that any offer of appointment shall be conditional upon a<br />

satisfactory Vulnerable Sector Police Records Check. That is to say, the potential<br />

appointee shall have no outst<strong>and</strong>ing criminal code charges or convictions for which a<br />

pardon has not been granted or any provincial offence conviction which could be relevant<br />

to the potential appointment.<br />

2. Potential appointees must be advised that they are required to obtain a Vulnerable Sector<br />

Police Records Check in accordance with the following procedure:<br />

i. The applicant must go in person to the local Police Services division <strong>and</strong><br />

request that the Vulnerable Sector Police Records Check be conducted. The<br />

applicant must produce two pieces of appropriate identification that confirms<br />

T:\Policies \6 - Human Resources\6a - Health & Safety\6a-60 Vulnerable Sector Police Records<br />

Check - EmployeesJun20,11.doc


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Vulnerable Sector Police Records<br />

Check - Employees<br />

6a-60<br />

Page: 2 of 7<br />

Approved: June 21, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

their name, date of birth <strong>and</strong> address. One piece of identification presented<br />

must include a photo. When the check is complete, the applicant will again go<br />

in person, with the same two pieces of identification,<br />

<strong>and</strong> collect the official<br />

form from the Police Services Division.<br />

ii. The applicant must then submit the complete Vulnerable Sector Police<br />

Records Check to the Executive Director. The charge for the Vulnerable<br />

Sector Police Records Check will be reimbursed by the Foundation when the<br />

c<strong>and</strong>idate has satisfactorily met all the appointment requirements.<br />

It is important to note that the use of information obtained through the Canadian Police<br />

Information Computer system regarding outst<strong>and</strong>ing criminal code charges <strong>and</strong> criminal<br />

code convictions for which a pardon has not been granted,<br />

or about provincial offences,<br />

does not contravene the Ontario Human Rights Code.<br />

3. In circumstances where an individual has completed a Vulnerable Sector Police Records<br />

Check within thirty (30) days prior to the conditional start date, this will be accepted for<br />

review <strong>and</strong> a new Vulnerable Sector Police Records Check may not be required. Any<br />

Vulnerable Sector Police Records Check completed<br />

later than the prior 30 days will not<br />

be accepted <strong>and</strong> a new check will be required.<br />

4. Where the c<strong>and</strong>idate is found to hold a record of offences for which pardons have not<br />

been granted, this<br />

record should not necessarily result in the conditional offer being<br />

withdrawn.<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-60 Vulnerable Sector Police Records<br />

Check - EmployeesJun20,11.doc


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Vulnerable Sector Police Records<br />

Check - Employees<br />

6a-60<br />

Page: 3 of 7<br />

Approved: June 21, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

5. In making a decision, the Executive Director will consider the following:<br />

i. The date, nature, <strong>and</strong> number of offences;<br />

ii. The circumstances of the charge <strong>and</strong> the particulars of the offence involved;<br />

iii. How the offences relate to the duties of the potential appointment;<br />

iv. Any extenuating circumstances surrounding the offence;<br />

v. The length of time between a conviction <strong>and</strong> the appointment decision;<br />

vi. The applicant’s social history before <strong>and</strong> after the offence;<br />

vii. The applicant’s success at rehabilitation.<br />

6. After careful consideration of all of the above, the conditional offer may be revoked <strong>and</strong><br />

the individual so informed. Otherwise, an unconditional offer of appointment will be<br />

made.<br />

7. Vulnerable Sector Police Records Checks are not to be kept in the personnel files.<br />

Reference Checks are the property of the applicant. Therefore, once the form has been<br />

submitted to the Executive Director, that individual shall complete a Vulnerable Sector<br />

Police Records Check Acknowledgement Form <strong>and</strong> return the Reference Check to the<br />

applicant. The Acknowledgement Form shall form part of the appointee’s personnel<br />

files.<br />

8. In exceptional cases, it may be necessary to make a conditional offer of appointment <strong>and</strong><br />

have the individual assume the position prior to the results of the police check having<br />

been received. In these cases, prior approval must be received from the Executive<br />

Director. Precautionary measures will be put into place to ensure that the individual is<br />

supervised at all times while with program participants. Under no circumstances should<br />

the individual be left unsupervised until a Vulnerable Sector Police Records Check has<br />

been obtained, assessed as being satisfactory, <strong>and</strong> an unconditional offer of appointment<br />

has been made.<br />

9. The Foundation’s insurers presume that management will make decisions in this area<br />

which indicate that due diligence, prudence, <strong>and</strong> care were used in making a decision<br />

regarding what is acceptable <strong>and</strong> what is not. Managers are expected to follow this<br />

procedure with care <strong>and</strong> to exercise diligence <strong>and</strong> prudence in making judgements with<br />

respect to appointments.<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-60 Vulnerable Sector Police Records<br />

Check - EmployeesJun20,11.doc


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Vulnerable Sector Police Records<br />

Check - Employees<br />

6a-60<br />

Page: 4 of 7<br />

Approved: June 21, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

10. To ensure continued compliance with the intent of this policy, all appointees will<br />

complete a Criminal Offence Declaration on an annual basis. A new Vulnerable Sector<br />

Police Records Check will be required every five years. If, for any reason, a Criminal<br />

Offence Declaration cannot be completed, a new Vulnerable Sector Police Records<br />

Check will be immediately required.<br />

KIDSABILITY FOUNDATION<br />

T: \Policies\6 - Human Resources\6a - Health & Safety\6a-60 Vulnerable Sector Police Records<br />

Check - EmployeesJun20,11.doc


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Vulnerable Sector Police Records<br />

Check - Employees<br />

6a-60<br />

Page: 5 of 7<br />

Approved: June 21, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

VULNERABLE SECTOR POLICE RECORDS CHECK ACKNOWLEDGEMENT FORM<br />

I have reviewed the Vulnerable Sector Police Records Check of __________________________<br />

<strong>and</strong> find that it does not indicate any criminal histories which could potentially make this person<br />

an<br />

unsuitable c<strong>and</strong>idate for positions of trust <strong>and</strong> authority at the Foundation.<br />

_______________________________ _______________________________<br />

Signature<br />

Date<br />

_______________________________ _______________________________<br />

Name<br />

Title<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-60<br />

Vulnerable Sector Police Records<br />

Check - EmployeesJun20,11.doc


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Vulnerable Sector Police Records<br />

Check - Employees<br />

6a-60<br />

Page: 6 of 7<br />

Approved: June 21, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Name:<br />

Position:<br />

Date of Birth:<br />

KIDSABILITY FOUNDATION<br />

CRIMINAL OFFENCE DECLARATION<br />

mm dd yyyy<br />

I DECLARE, since my last Criminal Records Check submitted to <strong>KidsAbility</strong> - Centre for Child<br />

Development, or since the last Offence Declaration given by me that:<br />

I have no charges or convictions under the Criminal<br />

Code of Canada up to <strong>and</strong><br />

including the date of this declaration for which a pardon has not been issued or<br />

granted under the Criminal Records Act (Canada).<br />

To the best o f my knowledge,<br />

the information provided<br />

is correct. DATED at this day of<br />

(municipality<br />

where document is<br />

signed)<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-60 Vulnerable Sector Police Records<br />

Check - EmployeesJun20,11.doc<br />

20<br />

(month) (year)


G<br />

Section:<br />

Health <strong>and</strong> Safety<br />

Subject:<br />

Vulnerable Sector Police Records<br />

Check - Employees<br />

6a-60<br />

Page: 7 of 7<br />

Approved: June 21, 2011<br />

Supersedes: May 17, 2010<br />

500 Hallmark Drive • Waterloo • ON • N2K 3P5 • T: 519.886.8886 • F: 519.886.0105<br />

Signature Signature<br />

of Witness (witnessing signature only)<br />

Name<br />

Information is collected by authority of Regulation 322/03 – Collection of Personal Information. Information is<br />

collected <strong>and</strong> disclosed according to Section 29(1) <strong>and</strong> 32 of the Municipal Freedom of Information <strong>and</strong> Privacy<br />

Act (MFIPPA).<br />

Please send in a sealed envelope marked Offence Declaration-Confidential to the<br />

Executive Director<br />

T:\Policies\6 - Human Resources\6a - Health & Safety\6a-60 Vulnerable Sector Police Records<br />

Check - EmployeesJun20,11.doc

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