1 Canadian Celiac Association Governance Workshop May 2009

2 Expected Outcomes Agreement on the recommended governance model – a strong national organization consistent with historical intent and closely resembling the current operation Agreement on next steps Input on additional board recommendations - Board Composition - Addition of Chapter Advisory Council - Voting & Nominating Committee Mandate

3 Governance - Definition The combination of processes & structures implemented by the board to inform, direct, manage, & monitor the activities of an organization Measures put in place in order to ensure smooth functioning & control of a company Means in which the leading authority, often the board of directors, guides & monitors the values & goals of its organization through policy and procedures

4 Governance – Structures & Processes Structures Structures - Authority/accountability - Organization Chart >e.g. Head office,divisions, - Election Protocol i.e. who elects who Processes Processes - Constitution - Bylaw - Policies - Procedures

5 CCA Governance - History 1973 – Celiac Sprue Association (CSA) formed in Kitchener-Waterloo Aims developed as a national association Chapters not initially envisioned 1975 – Hamilton requested Chapter status Kitchener-Waterloo takes on dual role as parent & chapter CSA created as a National organization

6 CCA Governance - History Celiac Sprue Association becomes “Parent” - Renamed Canadian Celiac Sprue Association - Constitution only amended to change name & collect dues since “no charter application is required until 4 or 5 chapters exist” “…frustrations surfaced for both the parent organization & the newly formed Hamilton Chapter as both struggled in their roles” No governance for ‘national/chapter’ roles & responsibilities

7 CCA Governance - History CCA Governance - History Growth put “overwhelming demand” on Canadian Celiac Sprue Association - Many new chapters added in 1980s 1981 Meeting “to form a National Organization” - Name changed to Canadian Celiac Association - Objective “to forge a strong National Association” CCA affirmed as a National organization CCA affirmed as a National organization

8 CCA Governance – Mission Statement CCA Governance – Mission Statement The Canadian Celiac Association is a national organization dedicated to providing services and support to persons with Celiac Disease and Dermatitis Herpetiformis through programs of awareness, advocacy, education, and research. Mission Statement reflects a National organization Mission Statement reflects a National organization

9 CCA Today – Operationally National Interfaces with National bodies e.g. government, PAB, suppliers, etc. Advocates on behalf of Canadian Celiacs Raises awareness of Celiac Disease Manages membership and dues Manages national committees Develops national plan with input from chapters Facilitates research Provides guidance to Chapters MOST OF THE TIME

10 CCA Today – Operationally Chapters Main personal contact with members Speak on behalf of Chapter Provide new member support Manage local committees Input into National strategic & business plans Members elect National & Chapter Board Local awareness and fundraising MOST OF THE TIME

11 CCA Today - Governance Certain Chapters adopted the same constitution & bylaws as National. Some have no governance documents??? - Chapters are independent entities only tied to national by fees & traditional processes CHAPTERCHAPTER CHAPTERCHAPTER NATIONALNATIONAL CHAPTERCHAPTER CHAPTERCHAPTER Minimal Governance tying chapters to National ? ?

12 CCA Governance - Issues The ability of National to speak on behalf of all Chapters has not been legitimized - not envisioned to be like this Processes are not in place to adequately address risk management (e.g. info published in Chapter newsletters) Chapters sometimes struggle with government charity reporting ‘Chapter/National’ roles & responsibilities never clearly defined resulting in - - missed opportunities - - redundant efforts between Chapters/National - - hurt feelings when toes stepped on

13 Option 1: Alliance of Chapters National Board focus is more administrative - in a support role to Chapters in order for them to deliver local services National is ‘Efficiency Vehicle” Chapters have control over most decisions Governance Options Reviewed Nat. Chapter

14 Option 2: National Association with Chapters National Board provides leadership with focus on support role to Chapters plus manages brand, research fund, national plans - much like today’s operation - BUT no governance currently exists to make this work well Governance Options Reviewed National Board - Membership, Research, Planning, Chapter support Chapters

15 Option 3: Celiac Corporation National Organization with 3-4 divisions (e.g. Canadian Cancer Society) Two levels of administration Governance Options Reviewed East. Div. West. Div. Central Div. Chapter

16 CCA Governance Board Recommendation Board recommends Option 2 – National Association with Chapters   Aligns with mission and goals of CCA   Most closely represents historic role & current operation   Roles & responsibilities reflect a Nationally led organization with local membership support We need to formalize the governance & fill in the missing pieces

17 Canadian Celiac Association Today’s Governance Model National Board Executive Director Staff 28 Chapters Advisory Board 22 Satellites Committees of the Board Legend: Formal Documented Relationship Informal Relationship – no governance documents Celiac Membership

18 Canadian Celiac Association Proposed Governance Model Legend: National Board Executive Director Staff 28 Chapters Advisory Boards 22 Satellites Committees of the Board Celiac Membership Formal Documented Relationship

19 Governance Workshop Expected Outcomes Agreement on recommended governance model - a strong National organization consistent with historical intent & closely resembling the current operation. Why? It doesn’t change a lot of how we do things today BUT, - it addresses the risk management issue, - it legitimizes National’s ability to speak for all chapters, - it reduces government reporting for chapters, - it puts in place the structures and processes to provide a strong national organization for the future

20 Governance Workshop Expected Outcomes 1. Agreement on the recommended governance model– a strong national organization consistent with historical intent and closely resembling the current operation. 2. Agreement on next steps

21 Governance - Next Steps That a motion be presented at the 2009 AGM to direct the Board to move forward by revising existing governance to reflect the recommended governance model. Suggested wording: That the Board revise the existing CCA governance documents to reflect the proposed model.

22 Governance Workshop Expected Outcomes 1. Agreement on the recommended governance model– a strong national organization consistent with historical intent and closely resembling the current operation. 2. Agreement on next steps 3. Input on additional board recommendations: A. Board Composition B. Addition of Chapter Advisory Council C. Voting & Nominating Committee Mandate

23 Additional Board Recommendations That the membership consider additional changes to governance as follows: A. That National is the organization registered as a charity to cover all Chapters - requires phased approach considering chapter needs & ensuring mechanisms are available to deliver satisfactory service to large chapters

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

25 Additional Board Recommendations C. That revisions to elections procedures be as follows: The National Board nominating committee be given clear guidelines to ensure Regional representation and expertise are balanced The National Board be composed of directors elected by the membership and up to additional directors be appointed by the board An Executive whose members are elected from among the directors

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

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

28 Additional Board Recommendations A.That National is the organization registered as a charity to cover all Chapters - requires phased approach considering chapter needs & ensuring mechanisms are available to deliver satisfactory service to large chapters Q. What are the benefits for your chapter doing this change? Q. Do you have an suggestions for the committee?

29 B. The formation of a Chapter Advisory Board (similar to the Professional Advisory Board), made up of representatives from each Chapter Q. What things do you see the Advisory Board focusing on? Q. How would you envision the board operating i.e. who would lead, how often would you meet? Additional Board Recommendations

30 C. That revisions to elections procedures be as follows: The National Board nominating committee be given clear guidelines to ensure Regional representation and expertise are balanced The National Board be composed of directors elected by the membership and up to additional directors be appointed by the board An Executive whose members are elected from among the directors Q. What are the benefits of this approach? Q. Do you have an suggestions for the committee?