Just Food is governed by a Board of Directors, elected annually by the membership, and responsible for the financial affairs, policies, and member relationships as per the bylaws.
Responsibilities of Directors
Directors are expected to attend Directors’ meetings on a regular basis and serve on Board committees as requested.
The main role of the Board of Directors (“the Board”) is to determine Just Food’s mission and policies, provide strategic direction and oversight of its activities, and ensure organizational accountability. This includes:
- Safeguarding Just Food’s institutional integrity and financial soundness;
- Assuring the adequacy of its financial resources;
- Ensuring Just Food operates with transparency and represents the interests of its members and the broader community;
- Ensuring that the organization stays true to, and advances, its mission, values, and mandate; and,
- Ensuring that it focuses on those activities that are most important to realizing its goals.
More specifically, the Board is responsible for:
- Developing and approving Just Food’s mission, vision, and annual strategic plan in accordance with the strategic goals of Just Food.
- Approving Just Food’s budget, ensuring allocation is consistent with Just Food’s priorities, and assuring the adequacy of its financial resources, with the stable and diverse funding base it needs to achieve its goals. a) Monitoring the financial situation of Just Food.
b) Approving Just Food’s long-term agreements with significant financial implications.
- Ensuring Just Food’s policies are conducive to Just Food’s success and accountability and set best practices in dealing with the community and in utilizing staff and volunteers, and are established in consultation with affected staff.
- Hiring, dismissing, approving the remuneration, and providing ongoing support and annual performance review of an Executive Director or other employee appointed by the Board to perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.
- Ensuring the Executive Director (or equivalent) is able to competently run Just Food’s operations, in accordance with the personnel policies.
- Advancing Just Food’s credibility with key constituencies, formally representing it with partners and performing advocacy on behalf of the organization when necessary.
- Ensuring that the Board is well constituted, prepared and equipped to carry out its responsibilities.
- Evaluating overall organizational results.
Meetings of the Board of Directors
In addition to the provisions of the bylaws covering meetings and management of the Board of Directors, the Board shall:
- Convene a meeting of all Board and Staff members at least once a year.
- Give notice of meetings of the Board to the Executive Director, who is entitled to attend meetings of the Board and participate in discussions in a non-voting capacity.
- Ensure relevant staff representation to key program activities at Board meetings
- Approve relevant staff representation to attend Board meetings;
- Staff representatives will be nominated by the staff,
- Staff representatives shall be entitled to receive notice of and attend meetings of the Board and may participate in discussions, but may not vote on any matters placed before the Board.
- Staff representatives and the Executive Director shall attend such Board meetings as part of their paid duties.
- Other staff and Association Members are eligible to attend Board meetings without remuneration.
- Notwithstanding the above provisions, the Board may choose to meet in camera to discuss personnel or related issues and Staff and Members are not entitled to attend in camera Board meetings, unless their input is directly relevant to the subject of the in camera session. In such cases the Board can vote to invite any of these to participate in the in camera meeting, either for the time it takes for their input to
be tabled or for the duration of the in camera session if that is deemed by the Board to be essential to resolving the in camera issue. Unless an in camera meeting is explicitly about the Executive Director, the E.D. is entitled to attend.
Management of Board Meetings
The Chair of the Board of Directors (“the Chair”) and the Executive Director set Board meetings according to a mutually agreed-upon frequency, generally monthly but no less than four times a year as per the by-laws. These meetings are held at regular and predictable intervals and care is given to not cancel or postpone these meetings except in exceptional circumstances. Special meetings can be added to the schedule at the request of the Executive Director or the Board when pressing issues make them necessary.
The Chair and the Executive Director are jointly responsible for developing meaningful and engaging agendas for Board meetings. These agendas generally consist of four broad categories:
- A general update from the Executive Director on the activities of Just Food, including a financial update and a general outline of events and activities for the upcoming period.
- Discussion items on specific operational issues that need to be flagged to the Board or for which the Executive Director wishes to obtain Board advice.
- An update from Board members or Board Committees on the activities of the Board.
- Discussion items on issues under the responsibility of the Board.
Documents pertaining to Board meetings (i.e. the agenda and supporting documents) will be provided by the Executive Director and the Board Chair no less than five (5) working days in advance of the Board meeting. Supplementary items can be added to the agenda at either party’s request, if the other party agrees. To allow for fruitful discussions, documents pertaining to supplementary items will not be provided to Board members any later than 48 hours before the meeting takes place. Both Board members and the Executive Director commit to coming to the meetings prepared and having reviewed all documents pertaining to the meeting.
The Executive Director’s Role
The Board of Directors may hire an Executive Director (or equivalent, hereafter referred to as Executive Director) to manage the organization in accordance with the policies approved by the Board of Directors. The Executive Director is responsible for overseeing the operational issues related to the management of Just Food, such as the management of staff, the management of financial and physical assets, and the implementation of Just Food’s strategic goals and objectives through new and existing projects. The Executive Director can seek Board advice on operational issues at his/her discretion.The Executive Director is entrusted to make strategic decisions related to the organization as long as they remain consistent with the strategic directions laid out in the annual strategic plan and budgetary allocations agreed upon by the Board on an annual basis. Decisions that represent a possible divergence from these must be brought to the Board for discussion in a timely fashion that allows the Board to help shape these decisions.
Responsibilities of Executive Director
- To recommend to the Board of Directors strategies, plans, and policies which implement the general orientations of Just Food.
- To ensure Just Food’s operations are consistent with and advance its mission, vision, strategic goals and its annual strategic plan.
- To develop budgets, in conjunction with the Treasurer, for all Just Food programs and provide full, accurate, timely and easily understandable financial reports for for the Board on a quarterly basis.
- To develop relationships with funders and potential funders, seek funding opportunities, write grant proposals, and engage in any other activities acceptable to the Board under the strategic plan that may be
required to raise adequate funds for current and future programs and staffing of Just Food.
- To develop relationships with partners and potential partners for Just Food programs.
- To advance Just Food’s credibility with key constituencies, formally representing it in public and with partners, networks, media, and government, and performing advocacy on behalf of the organization when necessary.
- With approval of the Executive, to hire staff to carry out programs or projects of Just Food and establish the conditions of such employment in accordance with Just Food’s policies
- To manage, support, and evaluate paid staff, in accordance with the personnel policies.
- To manage, support, and evaluate interns, and volunteers or to support paid staff to do so
- To consult with the Executive regarding potential termination with cause of any staff member.
- To ensure the efficient management of the resources, the programs and services to the Members, and the operations of Just Food
- To provide regular reports on significant developments or problems in Just Food to each Board meeting and to inform the Board of any issues or decisions that could lead Just Food to fail to meet its strategic objectives or diverge from the annual strategic plan or approved budget, and any risks faced by Just Food.
- To provide regular updates on Just Food’s activities to help the Board assess progress on the implementation of the annual strategic plan and keep abreast of current and upcoming strategic issues, and to ensure the Board is able to adequately represent Just Food with partners and the community.
- To produce an Annual Report for Just Food.
Collaboration between the Board and the Executive Director
The Board of Directors and the Executive Director work together in partnership to advance the interests of Just Food. Each entity requires the other’s collaboration to fulfill its duties, and this collaboration rests on the pillars of transparency, open communication and mutual respect for each other’s roles and responsibilities.
As the highest ranking employee of Just Food and its most respected advisor, the Executive Director is responsible for providing the Board with information and strategic advice that allows the Board to perform its role adequately. The Board gives appropriate consideration to the Executive Director’s advice when making decisions that fall within its area of responsibility.
The Board has the responsibility of providing the Executive Director with the freedom necessary to oversee the operational affairs of Just Food on a day-to-day basis in an efficient manner. In normal circumstances, the Board’s involvement in operational affairs is limited to the creation of policies, the creation of an annual strategic plan for the organization, and the approval of an annual budget. The Board will rely on regular reviews of the implementation of these policies, strategic plans and on financial statements to ensure organizational accountability rather than approving or advising on day-to-day decisions.
Management of the Board and of the Executive Director
The Board will take responsibility for its own management, continuity and renewal, with assistance and advice from the Executive Director. It will ensure effective board meeting practices, appropriate director conduct, ongoing board education, and continuing attention to the recruitment of new Board members and ensuring that existing Board members have the support necessary for them to contribute fully to the organization. The Board is responsible for providing suitable orientation to new Board members, and for developing and implementing removal of non-compliant Board members.
The Board is responsible for hiring and firing the Executive Director, and overseeing his or her performance. The Board will provide a performance evaluation to the Executive Director on an annual basis, with a full formal performance evaluation every second year. Management of any other staff of Just Food according to its human resource policies is considered an operational issue and as such, is the responsibility of the Executive Director.
Annual General Meeting
The Directors shall call an Annual Meeting of members to be governed by the provisions of the bylaws for members meetings, including the provisions for decision-making at members meetings. (See articles 10, 12, 13, and 16-22 of the bylaws.)
The Annual General Meeting (AGM) shall be held within 15 months of the previous AGM, at a place and time
- Establish the general orientations of Just Food by adopting or reaffirming:
- The philosophy of Just Food (Vision, Mission, Mandate and Values)
- The long-term and strategic goals of Just Food.
- Receive the Chair’s Report and the Executive Director’s reports, containing the significant accomplishments Just Food during the past year in comparison to the established strategic goals.
- Ratify the financial statements of the previous year.
- Appoint an auditor to audit the accounts and annual financial statements of Just Food for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors. The auditor may not be a Director, officer or employee of Just Food.
- Amend the Constitution and Bylaws, if necessary.
- Approve any amendments to membership fees, if necessary.
- Elect members of the Board of Directors.
The Board of Directors shall elect Officers to manage the organization according to the provision of the bylaws in articles 31-34, and shall delegate responsibilities to them as follows:
Duties of the Executive Committee shall include:
- To act as a Selection Committee for the position of Executive Director for purposes of recommendation to the Board of Directors.
- To evaluate annually the performance of the Executive Director.
- To provide ongoing monitoring and support for the work of the Executive Director.
- In emergency situations, the Executive Committee, in consultation with the Executive Director, is
empowered to act on behalf of the Board of Directors. The Executive Committee is required to take
measures to ensure such occasions are rare.
- To recommend to the Board of Directors the suspension and expulsion of an Corporation member.
- To establish the agenda for meetings of the Board in consultation with the Executive Director prior to such
Duties of the Executive Committee may be added to by the Board of Directors from time to time.
Meetings of the Executive Committee
- The Executive Committee meets at least six (6) times a year at a place and time to be determined by the Executive Committee. The Executive Committee may establish a schedule for Executive Committee meetings and no advance notice is required for such scheduled meetings. For all other Executive Committee
Appoint an auditor to audit the accounts and annual financial statements of Just Food for report to the
meetings, written notice shall be given to each Executive Committee member not less than 48 hours (excluding any part of a Sunday or a holiday) before the time when the meeting is to be held, except that no notice of a meeting shall be necessary if all the Executive Committee members are present or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.
- No meeting of the Executive Committee shall take place unless a majority of Executive Committee members are present at the meeting.
- Executive Committee meetings may be combined with meetings of the whole Board of Directors
- The Executive Director is entitled to receive notice of and attend meetings of the Executive Committee and may participate in discussions, but may not vote on any matters placed before the Committee. Such participation shall take place as part of the paid duties of the Executive Director.
- Notwithstanding the above provisions, the Executive Committee may, at their discretion, meet in camera.
- An Executive Committee member may, if all the Executive Committee members consent, participate in a meeting of Executive Committee by means of such telephone or other communication facilities as permits all persons participating at the meeting to hear each other, and an Executive Committee member participating in such a meeting is deemed to be present at the meeting.
In addition to the Executive committee, the Board of Director shall appoint one of their number to act as Staff Liaison. The Staff Liaison shall keep regular communications with staff, be available to staff for advice, and act as the lead for the Board of Directors in fulfilling their responsibilities for consultation with staff as outlined above and in the Personnel Policies.
Remuneration of Directors and Officers
Directors and Officers shall not receive remuneration for performing their duties; however, if needed, they may receive their out of pocket expenses incurred while conducting approved Board business, including but not limited to such expenses as travel, childcare, replacement farm worker, photocopying. Such expenses must be pre-approved by the Board.
Directors and Officers may, with prior approval of the Board, undertake contracts for services to Just Food which are outside their respective duties and for which they receive compensation.