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Governance Policies

GHCF Mission

The mission of the Gabriola Health Care Foundation (“GHCF”), to paraphrase its Constitution, is to help improve the primary health care services provided to the residents of and the visitors to Gabriola by helping to identify their health care needs, and, to the extent of its ability, to help address those needs by:
1. working alone or in partnership with qualified donees (as defined in the Income Tax Act, Canada) or with any Canadian government body, to help develop and/or deliver health care programs that will help address those needs;
2. provide medical facilities and/or medical equipment to be used for the benefit of residents of and visitors to Gabriola Island; and/or
3. gifting funds to qualified donees that are working to help meet those needs.
As a landlord, GHCF does not play a role in the management of the business activities of any of the tenants of the Community Health Centre. It is responsible, on the other hand, to ensure that the Community Health Centre is managed in a way that facilitates efficient and appropriate use of the facilities by health care professionals to meet the health care needs of the residents of and visitors to Gabriola.

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Role of the Board of Directors

A. Board Mandate

The Board’s Mandate is to:
1. Provide leadership of GHCF consistent with its constitution and the legal environment within which it operates.
2. Develop a strategic plan that aligns with the short and long term vision of its stakeholders and with its constitution.
3. Ensure that GHCF’s affairs are conducted in its best interests and in a way that achieves its objectives.

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B. Board Member Obligations

Each individual Board member has a duty to GHCF, which duty is comprised of three main components:
1. Duty of care: to act with the competence and diligence that a reasonably prudent person with similar knowledge and expertise would exercise in comparable circumstances.
2. Duty of loyalty: to act honestly and in good faith in the best interests of GHCF and to avoid or disclose any conflict of interest.
3. Duty of confidentiality: A common sense duty of board and committee members to keep sensitive board and committee documents and discussions confidential.
4. Communications: Only the Board chair, or someone that the chair delegates, may communicate on behalf of the society.

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C. Board oversight

1. Risk Management: The Board must have a process to identify its major strategic and operational risks and a plan to minimize and mitigate these risks. The plan must be reviewed annually by the Board.
2. Insurance coverage: The Board must have a process to annually review and approve its insurance coverages.
3. Governing documents & applicable laws and regulations:
(a) The Board or a Board committee must annually review the GHCF's compliance with its own governing documents and all applicable federal, provincial and municipal laws and regulations.
(b) As part of this review, the Board must determine if the constitution and the by-laws are relevant for the foreseeable future and, if not, recommend the proposed changes at a subsequent meeting of the members.
(c) Board policies should be reviewed by the Board or a board committee every three years to ensure their continuing relevance.
(d) GHCF’s vision/mission/purpose statement should be revisited by the Board at least every five years to assess its continuing relevance.
4. Income Tax Act compliance:
The Board or a Board committee must ensure GHCF’s compliance with provisions of the Income Tax Act, Canada, as they relate to the operation of a charity. In particular:
(a) the Board must have a process to ensure that an accurate Registered Charity Information Return is filed with the Canada Revenue Agency (CRA) within six months of year-end, as required by law.;
(b) ensure all grants or donations are made in compliance with an undertaking given to the Canada Revenue Agency (the “CRA”) by the GHCF Board, February, 2008. , In summary, GHCF agreed that it would only gift funds to “qualified donees” as defined in the Income Tax Act, Canada and that, should it purchase any assets to be used by a non-qualified donee, it would retain ownership of those assets.
(c) ensure that there is no departure from GHCF’s charitable purposes as set out in its constitution; and
(d) ensure that all receipts are issued appropriately for a transfer of property and never for a donation of services; and
(e) ensure that none of its operations is an “unrelated businesses” and that its objectives continue to be consistent with the CRA public benefit test.
5. Statutory compliance: The Board must maintain a list of all statutory obligations and must review the list quarterly to ensure the all obligations have been met. Examples of such obligations include:
(a) water testing every two weeks,
(b) submission of employee or other statutory remittances, if any, have been made,
(c) WorkSafe BC annual report and payment of fees, due early March,
(d) the BC annual report, due within 30 days of each AGM,
(e) the Canada Revenue Agency annual charity return, due within six months of the year-end.

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D. Governance Policies and Processes

1. The Board must identify its key stakeholders and ensure that there is a strategy for regular and effective communication with them about GHCF’s achievements and work.
2. The Board must develop, and review on a regular basis, conflict of interest policies for Board, staff, and volunteers that provide for disclosure, review and decision on actual or perceived conflicts of interest.
3. The Board should ensure that directors who are acting as management or in a management role do not participate in the oversight of the activities that they undertake as management.
4. GHCF must have a privacy policy that is posted in a readily accessible location on its website.
5. The GHCF Board must respond, as promptly as possible, to complaints by external stakeholders.
6. The Board must hold meetings at least quarterly, or more frequently as required, to ensure appropriate direction and oversight of GHCF's activities.
7. The Board must be comprised of no fewer than five directors, a majority of whom must be at arm's length to each other and to management staff. No staff person may be a director.
8. No member of the Board is entitled to receive, either directly or indirectly, any salary, wages, fees, commissions or other amount for services rendered to GHCF in their capacity as a director. Board members are entitled to be reimbursed for reasonable expenses incurred in the course of carrying out their GHCF related duties.
9. A process must be in place to ensure orientation of new Board members. Board members must understand their legal and ethical responsibilities, exercise due diligence consistent with their duty of care, be familiar with GHCF's activities and be informed of GHCF’s financial status.
10. Proper minutes of Board meetings and record of policies must be kept. The minutes should document the Board decisions in sufficient detail that makes them easily accessible and understandable by future Boards. Board minutes should be distributed to Board members within two weeks of the particular Board meeting.
11. The Board must have a process to annually review plans for succession to the positions of Board chair and committee chairs.

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E. Financial Accountability

1. GHCF should complete annual financial statements in accordance with an acceptable accounting framework as identified by the Chartered Professional Accountants of Canada.
2. If GHCF achieves over $1 million of annual revenue it should consider whether there is a need to have its financial statements audited by an independent licensed public accountant. Otherwise it should obtain a review by an independent licensed public accountant.
3. GHCF's financial statements should be received and approved by the Board and released within 6 months of year end.
4. The Board should approve the annual budget and have a process to monitor GHCF's performance in relation to the annual budget. The Board or a Board committee should review actual revenues and expenses versus budget at least twice a year.
5. The Board should regularly review the cost-effectiveness of GHCF's fundraising activities, if any. No more should be spent on administration and fundraising than is required to ensure effective management and resource development.
6. If GHCF has investable assets of over $100,000 it should have an investment policy setting out asset allocation, procedures for investments, and asset protection issues.
7. If GHCF collects money (donations or sales) online its practices should be consistent with or exceed the provisions of the Canadian Code of Practice for Consumer Protection in Electronic Commerce.

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F. Transparency

1. GHCF's financial statements must be publicly available.
(a) The following information should be available on its website:
(i) at least the three most recent years of annual reports;
(ii) at least the three most recent years of financial statements including notes as approved by the Board and the opinion of the independent licensed public accountant who conducted the audit or review engagement; and
(iii) the names of all Board members.
(b) In addition to the above, GHCF must make the following information available on its website:
(i) its registration number (BN) assigned by the CRA, and
(ii) the public portion of their most recent Registered Charity Information Return as submitted to CRA, or a direct link to it.
2. GHCF must make information on employment compensation accessible to its stakeholders to at least the same level of detail as that required by CRA in the Registered Charity Information Return.
3. GHCF must disclose on its website details of the purpose and amount of payments for products or services to Board members or companies in which a Board member is an owner, partner or senior manager, if any.
4. GHCF must accurately disclose in its annual financial statements all costs associated with its fundraising activities, if any.

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G. Board information

1. The Board members must ensure that they have the information they need to assess the activities of the GHCF and its management. The quality of discussion at the Board's meetings will depend, in large part, on the quality of the information provided to the Board. This information must be complete, yet not so detailed that it is too focused on operational matters or becomes too unwieldy for Board members to absorb. The appropriate level of detail should be determined by the Board based on a common understanding of the reasons why the Board requires the information and its uses for that information.
2. The Board chair is responsible for ensuring that the Board's information needs are met. The chair should clearly communicate the Board's expectations and review the material prior to its distribution to the Board.

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H. Board meetings

1. The Board chair, in consultation with the executive and the committee chairs, will determine the agenda for each Board meeting.
2. Any Board member may request to have a topic added to the agenda.
3. The agenda should be distributed to Board members at least three days prior to a particular Board meeting.

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I. Board Committees

1. The Board will, as and when required, activate and appoint the members of the following standing committees:
(a) Directors’ Nomination,
(b) Executive,
(c) Facility Management,
(d) Finance,
(e) Governance, and
(f) Health Services Programs.
2. In addition, the Board may appoint working committees to act as required, and for as long as required. For example:
(a) Communications / Community Relations,
(b) Fundraising,
(c) Government Relations, and
(d) Physician Recruitment and Retention support.
3. The GHCF Board must approve the Terms of Reference of each committee and must annually review the mandate and terms of reference and otherwise provide direction to the committee as it determines desirable. Mandates for the standing committees are set out in the Appendix to this document.
4. The chair of each committee must be a member of the Board.
5. All material decisions of each committee must be approved by the Board before being implemented.
6. The performance of all committees should be reviewed annually to ensure that they are contributing value to the Board and are effective in their deliberations.

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J. Fundraising

1. GHCF must honour donors' and prospective donors' requests to:
(a) limit the frequency of contact;
(b) not be contacted by telephone or other technology;
(c) to receive (or to not receive) printed material concerning GHCF; and
(d) discontinue contact.
2. GHCF must not sell its donor list. If it rents, exchanges or otherwise shares its donor list, it must abide by the Canadian Marketing Association Code of Ethics and Standards of Practice and honour donors' requests to be excluded from such lists.
3. Donors' requests to remain anonymous must be honoured.
4. GHCF should encourage donors to seek independent advice if GHCF has any reason to believe that a proposed gift might significantly affect the donor's financial position, taxable income, or relationship with other family members.
5. GHCF must prepare and issue Official Income Tax receipts for monetary gifts and gifts-in-kind in compliance with all regulatory requirements.

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K. Fundraising Practices

1. All fundraising activities conducted by or on behalf of GHCF must:
(a) be truthful,
(b) accurately describe GHCF's activities,
(c) disclose GHCF's name,
(d) disclose the purpose for which funds are requested,
(e) disclose GHCF's policy with respect to issuing Official Income Tax receipts including any policy on minimum amounts for which a receipt will be issued; and,
(f) disclose, upon request, whether the individual or entity seeking donations is a volunteer, employee or contracted third party,
(g) must not make claims that cannot be upheld or are misleading, and
(h) must not exploit its beneficiaries. It is sensitive in describing those it serves (whether using graphics, images or text) and fairly represents their needs and how these needs will be addressed.
2. Any fundraising materials distributed by or on behalf of GHCF must include its address or other contact information.
3. GHCF must not, directly or indirectly, pay finder's fees, commissions or percentage compensation based on contributions.
4. Anyone seeking or receiving funds on behalf of GHCF, whether a volunteer, employee or contracted third party must:
(a) act with fairness, integrity, and in accordance with all applicable laws;
(b) cease contacting a prospective donor who states that he/she does not wish to be contacted;
(c) disclose immediately to GHCF any actual or apparent conflict of interest or loyalty; and
(d) not accept donations for purposes that are inconsistent with the GHCF's mission.
5. GHCF must have appropriate fundraising policies (e.g., a gift acceptance policy, a policy on the treatment of restricted or designated gifts, and naming and endowment policies). The relevance and appropriateness of these policies must be reviewed every three years by the Board.
6. If GHCF wishes to conduct face-to-face fundraising (e.g., door-to-door campaigns, street-side fundraising, workplace campaigns, etc.) it must:
(a) provide verification of the affiliation of the person representing GHCF; and,
(b) secure and safeguard any confidential information, including credit card information, provided by donors.
7. If GHCF has formally entered into a cause-related marketing agreement with a third-party, it must disclose in all related materials it produces, how GHCF benefits from the sale of products or services and the minimum or maximum amounts payable under the arrangement. If no minimum amount is payable, GHCF should disclose this.

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L. Staff management:

Not applicable. If and when staff are engaged the appropriate policies are to be developed.

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Mandates for Board Committees

Board committees help the Board carry out its oversight role. They conduct the in-depth analyses, monitoring and review that the Board as a whole cannot do as efficiently or effectively. Board committees serve the Board and their work is aligned with the Board's work.

Provisions applicable to all committees

1. The committee will consist of at least one board member and a minimum of two other board members and/or other members of GHCF, as the GHCF Board sees fit.
2. The GHCF Board appoints committee members for specific terms and may terminate any appointment at any time.
3. A committee must elect a chair of its meetings, which chair must be a board member, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the board members present who are members of the committee must choose one of their number to be the chair of the meeting. In the absence of a Board member to act as chair the committee meeting may not proceed.
4. In the event that a committee chair can not attend a scheduled meeting, or has a conflict, he/she may appoint any other GHCF board member to act in his/her stead.
1. A committee must conform to any rules imposed on it by the GHCF Board, and must report every act or thing done in the exercise of the powers delegated to it to the earliest meeting of the Board held after the act or thing has been done.
2. The members of a committee may meet and adjourn as they think proper.
3. The committee will report to the Board and the members as requested by the President or the GHCF Board.
4. The performance of all committees should be reviewed annually to ensure that they are contributing value to the Board and are effective in their deliberations.

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Provisions applicable to individual committees

Directors’ Nomination Committee

The mandate of the Nomination Committee is set out in the by-laws. The following is an extract.
1. The members of the Executive Committee will be members of the nominations committee. In addition, the Executive Committee or the Board may appoint additional members as appropriate. (NB: This provision is not in the GHCF by-laws. It was added to the committee mandate by the Board on March 10, 2017.)
2. The nomination committee shall:
(a) meet at least once in the period prior to the next annual general meeting;
(b) determine the skills and expertise necessary for the effective operation of the board of directors;
(c) determine, after consultation with the directors, the minimum and maximum number of directors to be elected in the particular year (These numbers will be not less than the minimum number of directors provided for in these bylaws nor more than the maximum number of directors so provided for, the number in each case reduced by the number of directors whose term will not expire at the particular meeting.);
(d) determine and recommend, at least four weeks in advance of the next annual general meeting, a slate of potential directors to be nominated for election at that meeting (The number of nominated directors must be at least equal to the minimum number of directors to elected in the particular year and not more than the maximum number of directors to be so elected.);
(e) obtain confirmation from the potential candidates that they are prepared to stand for election as a director of the society; and
(f) publish the names of the candidates nominated by the committee, as well as the procedures by which the members may make further nominations, as part of the notice of the annual general meeting.
3. Further nominations from members of the society will be accepted by any member of the nominations committee up to 48 hours before the scheduled commencement of the next annual general meeting. Such nominations must be in writing and must be signed by the nominee and at least five other members of the society.

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Executive Committee

The mandate of the Executive Committee is also set out in the by-laws. The following is an extract.
1. The officers and the immediate past-president, if still a director, will constitute the executive committee.
2. The executive committee will:
(a) act on behalf of the directors for those matters and during those time periods for which the directors have passed a resolution delegating action to the executive committee, with the condition that action taken will be reported to the directors,
(b) act for the directors in situations which, in the opinion of the executive committee, require immediate action prior to the next meeting of the directors, and report to the directors on any action taken and
(c) lead the Board's annual planning meeting, including developing the agenda and content. (NB: Paragraph (c) is not in the by-laws. It was added to the committee mandate by the Board on March 10, 2017.)
3. A quorum of the executive committee shall be three members. In the event that a quorum of is not available at any particular time the executive committee may invite another director of the society to temporarily become a member of the executive committee.
4. The executive committee may conduct its affairs by telephone or by electronic means, provided all members of the committee are able to participate in all exchanges of information related to a particular decision or action.

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Facility Management Committee

The purpose of the Facility Management Committee is to manage the Gabriola Community Health Centre. It is responsible for:
1. tenant relations;
2. leasing issues and leases with tenants;
3. managing updates, improvements and repairs to the clinic and other structures;
4. contracting with suppliers of goods or services, as required; and
5. maintaining equipment service agreements and warranties.

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Finance Committee

The purpose of the Finance Committee is to manage the financial and legal affairs and other compliance maters of GHCF and to ensure that GHCF operates in a financially prudent manner with
1. appropriate controls and checks and balances to safeguard assets and
2. processes to identify and mitigate financial risks.
The committee, in its finance role:
1. Reviews the annual budget/business plan processes and assumptions, and recommends the budget to the Board;
2. Monitors the ongoing financial and business plan performance and recommends to the Board actions to address variances;
3. Monitors and reports on the Board's compliance with statutory filings;
4. Recommends appointment of the Bank of Record, and appointment terms and conditions;
5. Recommends banking arrangements, including lines of credit and long term debt;
6. Reviews the Board’s risk assessment framework and planning to ensure continuity of operations, protection of assets and adequacy of insurance coverage;
7. Recommends investment policies and monitors compliance and performance;
The committee, in its accounting review role:
1. Oversees internal and external accounting review processes to evolve applicable financial reporting, and the quality and integrity of internal accounting and control systems and processes;
2. Recommends appointment of the external accountant, the appointment terms and conditions and approves the external accountant’s engagement letter;
3. Reviews the reviewed financial statements and the accountant's report, and makes recommendations to the Board;
The committee will report to the Board and the members as requested by the President or the GHCF Board.

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Governance Committee

The Governance Committee assists the Board create and maintain a healthy governance culture that reflects current governance standards and good practices. In particular, the committee:
1. Recommends to the Board a plan for ongoing Board education and development, and leads the orientation of newly elected directors;
2. Monitors compliance of GHCF with the British Columbia Societies Act and regulations, GHCF constitution and bylaws, and Board policies; and
3. Reports periodically to the Board on the committee's work; and
4. Makes recommendations as required for changes to the structure and membership of committees.

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Health Services Committee

Within the broader context of primary health care, assist the Board in identifying unmet needs of the community and in developing strategies to address them by:
1. Participating in community meetings and events whereby community health needs are being discussed.
2. Promoting an understanding of the social determinants of health and engaging with the community, governmental and non-governmental organizations to address same.
3. Collaborating with physicians on Gabriola Island and community partners in health services planning and/or development.
4. Making recommendations to the Board regarding the disbursement of funds from the Kitty Heller Fund.

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