CALL FOR NOMINATIONS/APPLICATIONS TO THE NATIONAL BOARD OF DIRECTORS
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Dear Affiliate Partners and Potential Applicants:
The Nominating Committee of the National Board of Directors (NBOD) of Habitat for Humanity Canada (HFHC) is accepting applications to serve on its volunteer NBOD to fill upcoming vacancies.
At the May 2017 Habitat for Humanity Canada AGM, there are up to four (4) National Board of Director positions to be elected of which no more than two (2) can be filled from external candidates.
We hope to receive a record number of nominations with a view to having a diverse, talented and dedicated pool of candidates to draw from for NBOD service.
Enclosed with this package is a copy of the General Operating Bylaw and the related Bylaw Policies which govern the operations of HFHC. Anyone interested in serving on the NBOD should be fully conversant with and comfortable with the HFHC mission, vision and values embodied within these documents. In particular, candidates are directed to General Operating Bylaw No.12, Sections 22 - 36 (Board of Directors and Powers of Directors) and to Sections 44 - 45 (Board Committees).
Excerpts from the Bylaw Policies related to “Nominations & Elections” and “Board Committees” are also provided in this document for your convenience.
Candidates for the NBOD may either be “internal” who must be nominated by the Board of Directors of their Affiliate or “external” who may represent the community and our partner organizations or be individuals interested in and support HFHC’s mission and goals.
An “external candidate” is defined as a person who “is not now, and has not been for at least three (3) years, employed by or serving on the Board of any Affiliate of HFHC.”
Regardless of their current relationship with Habitat for Humanity, all candidates must complete the appropriate (internal or external) attached Nomination/Application Forms and must have demonstrated leadership, passion and a commitment to carrying out the Habitat for Humanity mission.
Qualifying candidates for the HFHC NBOD will be expected to bring a broad understanding of Habitat for Humanity. Internal candidates will be expected to have knowledge of HFH at the local level. All candidates are expected to be able and willing to work with other NBOD members to make informed decisions that are in the collective interests of the national organization.
HFHC NBOD Nomination/Selection/Election Schedule
- Nominations/Applications will be accepted immediately following distribution of the Call for Nominations/Applications. The final date for receipt of nominations/applications is January 20, 2017 at 5:00p.m. EST for both internal candidates and external candidates.
- All nominations/applications will be acknowledged within 15 days of receipt.
- The Nominating Committee will recommend a slate of internal candidates and a separate slate of external candidates to the NBOD for approval.
- Nominees/Applicants will be contacted to advise whether their nomination/application has been accepted/approved by early April, 2017
- A brief profile of each of the approved candidates will be distributed to Affiliate members by early April, 2017.
- Each internal nominee whose application has been accepted/approved is expected to attend the Annual General Meeting (AGM) from Thursday May 11 to Saturday, May 13, 2017 in Kelowna, British Columbia and be prepared to make a five-minute presentation to the membership on their background and candidacy.
- External applicants who have been approved by the NBOD, and are to be ratified by the membership, are expected to attend the AGM from Thursday, May 11 to Saturday, May 13, 2017 and be prepared to make a five-minute presentation to the membership on their background & candidacy.
- Nominees will meet with the Chairs of the NBOD and the Nominating Committee on the morning of May 13, 2017 at the AGM to review the election procedures.
- On May 13, 2017, the approved slate of internal candidates will be brought to the membership for election and the membership will be asked to ratify the slate of external candidates that was approved by the NBOD.
- The first meeting of the newly-elected NBOD will be held on the afternoon of May 13, 2017 at the AGM, at which time Officers of the NBOD will be elected. Orientation for new NBOD members will also commence at this meeting.
All NBOD members will be expected to:
- Attend all scheduled board meetings including four two-day, in-person meetings and four conference-call meetings annually.
- Attend HFHC AGM (three days, typically in April/May).
- Attend HFHC National Leadership Conference (three days, typically in November).
- Participate on at least one NBOD committee.
- Schedule 4 - 5 hours for preparation prior to each meeting, in addition to meeting and travel time.
- Assist the organization to expand its resource base by sharing expertise.
- It is the norm for one day of all face-to-face meetings to be held on a Saturday.
- All expenses related to participation on the HFHC NBOD or its committees are covered by HFHC.
- NBOD members are required to make financial donations to HFHC.
As a Committee member, all NBOD members will be expected to:
- Attend all scheduled Committee meetings; normally 6 - 8 annually. The majority of these meetings are held by teleconference.
- Bring to the Committee a high degree of interest and/or expertise in the areas being addressed.
- Schedule 4 - 5 hours for preparation prior to each meeting, in addition to meeting and travel time.
The next election for the NBOD will take place at the AGM scheduled for Saturday, May 13, 2017 in Kelowna, BC. The deadline for receipt of nominations/applications is January 20, 2017 at 5:00p.m. EST for both internal and external candidates. The Nominating Committee will review all nominees to verify their eligibility to stand for election to the NBOD using the criteria outlined in the Bylaws and Bylaw Policies.
Nomination forms are enclosed with this package. Forms submitted by mail should be sent to:
Ms. Toni Rossi, Chair
c/o Brenda Aranha
Snr. Executive Assistant and Office Manager
Habitat for Humanity Canada
477 Mount Pleasant Road, Suite 403
Toronto, ON M4S 2L9
Electronic submission should be sent to: email@example.com
If you do not receive confirmation that your nomination form has been submitted within 15 days of doing so, please contact Brenda Aranha at 1-800-667-5137 ext. 384.
BOARD NOMINATIONS & ELECTIONS
(Excerpts from Bylaw Policies)
By-Law Policy on Board Nominations & Elections
The following guidelines shall be used for the nomination and election of Directors of the Corporation:
- The Board of Directors will be made up of:
a. Directors who shall be either “internal” Directors or “external” Directors. “Internal” Directors are Directors who will have been nominated by boards of directors of Affiliate Members where the Director resides in the Service Area of the Affiliate Member. “External” Directors are Directors who will have been nominated and elected from the public-at-large;
b. Directors of whom at least a majority shall be “internal” Directors;
c. at least one Director from each of the following five (5) geographic regions (each a “Region”), provided that each Region either has an incumbent Director or, if there is no incumbent Director for a particular Region, at least one (1) candidate for Director has been nominated by that Region:
1. British Columbia and the Yukon
3. Saskatchewan, Manitoba, and the Northwest Territories
5. New Brunswick, Nova Scotia, PEI, Newfoundland and Labrador, Quebec and Nunavut;
d. no more than five (5) of the “internal” Directors from any one Region; and
e. no more than five (5) “external” Directors.
- Board composition with regard to the 5 Regions is designed to ensure regional diversity, not for the purpose of regional representation. All Directors are to serve the interests of the Corporation and all its Affiliate Members.
- Directors will be vetted by the Nominating Committee to ensure that they have the prerequisite skills, experience and expertise to serve on the Board.
- All other factors being equal, the Nominating Committee will try to foster a Board of Directors which is diverse with respect to gender, ethnicity, and professional experience.
- The Nominating Committee shall maintain a Board Inventory which catalogues Director profiles, skills and experience, tracks the rotation schedule of Directors, identifies vacancies that need to be filled, and indicates required skills and experience that should be sought from future candidates to the Board.
- The Nominating preparing Committee shall use the Board Inventory to develop a profile of “required candidates” and for a “Call for Nominations” that will be issued to Affiliate Members and, where appropriate, to the public at large.
- The Nominating Committee shall, after the Call for Nominations is closed, review the nominations and assess those nominations as against the profile for required candidates.
The Nominating Committee shall recommend to the Board of Directors a slate of eligible candidates for approval for distribution to the Affiliate Members.
- Upon approval of the candidates by the Board of Directors, the Nominating Committee shall prepare and distribute to Affiliate Members a list of eligible and proposed candidates at least one month prior to the Annual General Meeting. Also provided for each candidate will be their biographical profiles and the nomination forms stating who is nominating them to the Board of Directors.
- The Nominating Committee shall ensure that ballots listing all eligible and proposed candidates are prepared, distributed and properly counted for the election of Directors at the Annual General Meeting. It shall be at their discretion whether or not to have separate ballots for “internal” and “external” candidates and all other matters pertaining to the voting procedure.
- Nominated candidates will be given an opportunity to address the Members at the meeting where the Directors are to be elected, the allocated time for which will be determined by the Nominating Committee, but will not exceed 5 minutes per candidate.
By-Law Policy on Board Committees
- Committees of the Board of Directors (other than the Audit Committee and the Executive Committee, the members of which must all be members of the Board of Directors) may be comprised of Directors only or both Directors and non-Directors provided that the Board of Directors may not delegate any of its powers to any committee that includes one or more non-Directors as members.
- All committees of the Board will be chaired by Directors who will be responsible to report at each regular meeting of the Board on the activities and recommendations of their committee. The Chairs of each committee of the Board shall be determined at the first Board meeting held immediately following the Annual General Meeting ("AGM") in each year.
- The Chairs of each of the committees of the Board shall use their best reasonable efforts to publish and distribute notices of all of their meetings and copies of the agendas for meeting (in advance where possible) to all Affiliates, and the committees of the Board shall also publish their meeting minutes on "ShareNet" or on such other internet site utilized by the Corporation from time to time for the dissemination of information from the Corporation to Affiliates.
- The Nominating Committee shall solicit expressions of interest from the Members for service on committees of the Board (the "Committee Service Notice") concurrently with the distribution to the Members of the "Call For Nominations" information package regarding new Board member nominations, prior to the AGM each year, with a written request that expressions of interest in serving on Board committees be submitted to and received by the Nominating Committee on or before a date to be specified in the Committee Service Notice.
- All appointments to committees of the Board must be approved by the Board who shall consult with the Nominating Committee on such matters. To this end, the Nominating Committee shall present a slate of recommended committee appointments to the Board for approval by the Board as soon as possible after the AGM in each year and in any event no later than the first day of June in each year.
- Committee appointments shall be for a term of one (1) year, with the term to commence on the first day of June in each year and to end on the thirty-first day of May in each year. In the event that a Director, who is on any of the committees of the Board, resigns from the Board, is removed from the Board, or whose term of office expires during the year, then upon said Director leaving his office of directorship, such person shall automatically be deemed to also have resigned on the same day from any committees of the Board on which a Director is serving.
- The Board of Directors shall be authorized to create and dissolve all committees of the Board as deemed necessary by the Board, and to revise the terms of reference for all committees of the Board from time to time, including the creation and dissolution of all standing committees, in the Board's sole discretion.
- The Board of Directors may from time to time appoint such advisory bodies as it may deem advisable.
- Unless otherwise determined by the Board of Directors, each committee and advisory body shall have the power to fix its quorum at not less than a majority of its members, to elect its chairperson and to formulate its own rules of procedure. To the extent that the Board or the committee does not establish rules to regulate the procedure of the committee, the provisions of these By-laws applicable to Board meetings shall apply with all necessary modifications.