Governance and Policies and Procedures
ISAO Governance – Legal Framework and Documentation
Chair, Governance and Policy and Procedure Committee
ISA Ontario (the ISAO) operates under a formal, legal framework. Being incorporated under the Canada Not-for-profit Corporations Act, it is obligated by federal law to comply with that Act. Adherence to the ISAO By-Law No. 1 satisfies some, but not all of the requirements of the Act. In other words, while the ISAO By-law remains as the formal legal guideline for governance, the ISAO has a senior obligation to adhere to the Act. A training manual is available for ISAO Directors to help ensure that they can exercise due diligence in performing their legal responsibilities under the Act. The contents of this manual are available to ISAO members in the form of individual items listed on this web page.
A key element of the ISAO’s Articles of Continuance (of Incorporation) is the “Statement of the purpose of the corporation.” This statement documents the 11 purposes of the ISAO. The Board of Directors is obligated by law to ensure that the ISAO’s expenditures and activities do not diverge from these purposes. To clarify, the ISAO is not obligated to pursue all listed purposes; rather, the list is simply those purposes that the ISAO is authorized to pursue.
Under the Act and the corresponding By-law, the ISAO is obligated to honour the will of its members as expressed at meetings of members, typically at the “annual meeting of members.” Any changes to the By-law and to the Articles of Incorporation must be approved by members at a duly constituted meeting of members.
The Canada Not-for-Profit Corporations Act was re-written in 2009 in order to modernize its provisions which were very much out of date. Existing federal Not-for-profit corporations were required to “continue” their incorporation through a process that was, essentially, incorporating newly. At the February, 2014 annual meeting of members, the ISAO membership approved the new ISAO By-law along with the fundamentally unchanged articles of incorporation that resulted from the continuance process. (Annual meetings of members have been termed “Annual General Meetings” or “AGM” in the past, but the correct legal term, as noted in the Act is “annual meeting of members.”)
The Statement of purpose in the Articles of Incorporation documents the senior, enduring principles under which the ISAO exists and operates. These can be changed, but the process is somewhat cumbersome, involving as it does the involvement of the federal agency that administers the Not-for-profit Act. Therefore, the statement of purposes are limited to fundamentals that are unlikely to change frequently, if at all.
The By-law, as simply as possible, states the rules by which the organization will be governed. By-laws are more easily revised than articles, but the process is still cumbersome. A By-law should not be so detailed as to require frequent revision in order to meet the changing needs of the organization.
This is why the ISAO has retained a formal Policies and Procedures document which provides more detailed provisions that can cover the routine operation of the organization. The Policies and Procedures content must align with the Act, the Articles statement of purpose, and the By-law, while providing a more detailed level of governance guidance.
The official Policies and Procedures is made up of specific member-approved rules that serve to clarify the ISAO By-law with specifics. This is a useful tool in that it serves to keep the By-law simple while allowing a means of flexibility to accommodate members’ wishes about specific procedures such as the selection of the President-elect. At the 2014 annual meeting of members, the Board of Directors made a commitment that ISAO Policies and Procedures provisions would never be changed without the consent of members. Any change to the Polices and Procedures is brought to the members for approval.
For example: First, the Act requires that directors, subject to members agreement and the Act, manage and supervise the management of the activities and affairs of the corporation. The Act requires that we have a By-law. The By-law includes, among other matters, the broad rules of how the Board of Directors is elected and Officers are appointed. Finally, the Policies and Procedures lays out specifically how the President-elect, an Officer, is elected by members at the annual meeting of members and how the President-elect moves through the officer positions of President and then Past-President in the following two years following their term as President-elect.
A final layer of operational policies is also required. This deals with meeting legal governance and management requirements, such as the Occupational Health and Safety Act stipulation that organizations have a Health and Safety policy. In addition, there is a need for policies to standardize matters such as the payment of volunteer expenses like kilometrage and to establish a detailed conflict of interest policy to guide volunteers, including the Board of Directors. This layer of operational policies is posted on the ISAO web page, available to members. Provision to both require and authorize the ISAO Board of Directors to set Operational Policies lies in the Canada Not-for-profit Act and the ISAO By-law. Notably, the ISAO Policies and Procedures lists those matters that specifically require member approval.
Beyond governance, there is often a need to summarize information on how we are required to legally operate. Addressing this need, the ISAO has a number of Information Bulletins.
A Summary of ISAO Governance Layers
● Canada Not-for-profit Corporations Act– the senior governing document
● Articles of Continuance (of Incorporation) – documents the ISAO as a federal Not-for-profit corporation
● Statement of Purpose of the Corporation – part of the Articles, this lists the fundamental purposes of the ISAO
● ISAO By-Law No. 1 – the binding rules by which the ISAO governs itself in compliance with the Act and that, along with the Act, establishes members as having ultimate control of the ISAO through meetings of members
● ISAO Policies and Procedures (2018) – a level of more detailed governance rules that are junior to the Act and the By-law, but that align with those and provides the members with the opportunity to establish more detailed governance rules.
All the above levels can only be amended through duly passed motions at meetings of members, except the Act which can only be changed by the federal Parliament.
ISAO Operational Policy
Policy established by the ISAO Board in order to fulfill their legal governance responsibilities such as compliance with workplace legislation like the Occupational Health & Safety Act and to document standard administrative practices such as kilometrage.
ISAO Information Bulletins
Guidelines on procedures and legal obligations provided as a summary and/or compilation of information that is used by the Board of Directors to inform their actions and processes. For example, there is an ISAO Information Bulletin that covers how Annual Meetings of Members are to be held and lists the formal legal requirements which must be followed in convening and running these meetings.
ISAO Historical Documents
● 1971 ISAO Letters Patent (replaced by 2014 ISAO Continuance of Incorporation)
● 2012 ISAO Constitution (Discontinued and replaced by 2014 ISAO by-law)
● 2004 ISAO By-laws (replaced in 2014)
● Original, signed ISAO By-law No. 1 as at April 30, 2014 (revised in 2019)