Lake Country Art Gallery Policies

Policy E - 1 Governance Processes Approval Date: NEW

Revised Date:

Principles of Governance
These following principles are the foundation for governance of LCAG:

 The structure for governance is to enable diverse perspectives, abilities and experience to be
represented at the Board.

 Decisions made by the Board are to be the product of careful, thoughtful analysis and review.

 The Board is to make decisions that are free from conflict of interest, bias or improper
influence.

 The Board is to apply best practices for its governance, including processes that support
transparent, accountable and evidence-based decision-making.

 The Board’s decision-making will be guided by a Strategic Plan that will be renewed on a
regular basis.

The Board governs the affairs of LCAG.

The Board is responsible for ensuring that LCAG’s purpose and objectives are fulfilled and that it
carries out its legal obligations.

The Board is to govern the affairs of LCAG effectively and efficiently, guided by a Strategic Plan it
adopts on a regular basis.

In the interests of maintaining required skills and competencies among Board members, the Board will
contribute information and perspectives in the process for recruitment of new board members.

Directors must clearly distinguish between their governance role and the role of LCAG management,
who is responsible for operational implementation of LCAG policy.

Board of Directors Processes

The Board’s agenda is set by the Chair in collaboration with the Directors, the Treasurer, Curator, and
the Gallery Manager as required.

The Agenda and Reports will be sent to the Directors a minimum of two days prior to the Board
Meeting.

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The Chair and Directors are to maintain the confidentiality of matters discussed at the Board. If the
Board determines that matters discussed may be disclosed publicly, the Chair and Directors may refer
to them publicly.

The Chair
 The Chair is responsible for the strategic leadership of LCAG.
 The Chair is responsible for chairing the meetings of the Board.
 The Chair is the public representative of and spokesperson for LCAG at the governance level.

 In consultation with the Board, the Chair will establish the annual performance plan for the
Gallery Manager, and will assist the Board in fulfilling its obligation to evaluate the
performance of the Gallery Manager on an annual basis.

The Chair should have the following attributes, skills and competencies:
 strong communication and facilitation skills;
 ability to encourage thoughtful decision-making, nurture collaborative relationships and foster
confidence and trust;
 a deep understanding of the major issues surrounding public art galleries;
 ability to see both the short term and the longer term implications of any policy or operational
issue;
 a commitment to openness, inclusion and transparency;
 understanding the requirements of effective governance; and
 a willingness to commit the time required to the role during his or her term.

Vice-Chair
Subject to the By-Laws, the Vice-Chair is responsible for exercising the duties and responsibilities of
the Chair during the absence or disability of the Chair.

The Board may determine such other powers and duties of the Vice-Chair as appropriate.

Motions
Only Directors may move and second a motion at a Board meeting and vote on a motion.
A motion must be seconded before it may be discussed and voted on.
A Director who has moved a motion may withdraw the same at any time with the consent of the
Director who seconded the motion.

Discussion
The Chair shall preserve order, decorum, civility and courtesy and shall decide questions of privilege
and procedure.
The Chair may permit a person other than a Director to take part in a discussion at a Board meeting.

Voting

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The Chair shall put a motion to a vote when they are of the opinion that discussion on the motion has
been reasonably completed.
Votes may not be cast by proxy. Voting shall be by a show of hands or by oral response.
A motion shall carry if a majority of the votes cast are in favour of the motion.

Strategic Planning
LCAG is to establish a strategic plan of not less than three years’ and not more than five years’ duration
following a planning process determined by the Board.

The Strategic Plan is to guide LCAG in the initiatives, projects and policy development work that will
support and advance LCAG’s purpose and objectives.

The Board Chair will work with the Directors to determine the planning approach that will be used
each year.

The Strategic Planning process will include all Directors, Gallery Manager, Curator, Interns, and the
Community Engagement Coordinators.

Upon completion of the initial planning process, a completed Strategic Plan will be established and
then operationalized to clear set the goals, target timelines and action person and plan.

The Gallery Manager engages with the Board in strategic planning and is responsible for informing the
Board on the operational implications of the strategic planning during its formation and
implementation.

The Treasurer engages with the Board in strategic planning and is responsible for informing the Board
on the financial implications of strategic planning during its formation and implementation, including
implications for budget planning.

The Gallery Manager and the Board Chair will monitor the progress of the implementation of the
Strategic Plan, and report at regular intervals to the Board on the progress under the plan.

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 Lake Country Art Gallery Policies

Policy D - 2 Directors Approval Date: NEW

Revised Date:

The LCAG Board of Directors will consist of 8 – 12 members, elected at each Annual General Meeting.

Responsibilities of the Board of Directors

Directors are responsible for governing the affairs of LCAG.

In their capacity as Directors and in exercising their powers and discharging their duties to LCAG, the
Directors are required to:
 act honestly and in good faith with a view to the best interests of LCAG, and
 exercise the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.
 hold themselves to the highest standards of integrity and trust in carrying out their
responsibilities in the public interest, and must abide by the Director Code of Conduct.
 conduct themselves in a way that contributes to a respectful, inclusive and safe work
environment that is free from violence, discrimination and harassment. Interactions with
management, fellow Directors and others connected with the work of LCAG are to be courteous
and respectful.
 Directors must not use their positions in an improper way to further their private interests or
those of associates, friends or relatives

Directors are to:

 be familiar with LCAG’s structure, purpose and objectives, governance policies and relevant
legislation;
 attend orientation on becoming a Director; and
 ensure that they have sufficient time to commit to the role of Director, including taking into
account necessary travel time as required.

Director Orientation and Professional Development

The HR Committee is to oversee the design of an orientation program for new Board members, to be
Presented by the Board Chair.

Immediately following the appointment of new Board members, the Board will attend an orientation
program which will include, but is not limited to, information about:
 LCAG’s governance and organization structure
 The roles and responsibilities of Board members
 The roles and responsibilities of management
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  LCAG budget and budget process
 LCAG’s Board and committee process
 Strategic planning

Board Professional Development

LCAG acknowledges the value of professional development for its Board members and commits to
supporting them in education related to their governance responsibilities.

In addition to the Board member orientation, Directors may be supported to attend Professional
Development opportunities if related to the role as a Director, and approved in advance by the Board.

Board and Director Evaluation

The LCAG Board is committed to periodically reviewing and considering its effectiveness in carrying
out its responsibilities.

The Board will establish appropriate methods to evaluate Board effectiveness and Board member
effectiveness to support its efforts at ongoing improvement. The Board Chair will work with the HR
Committee to develop evaluation content and processes

Confidentiality
No person shall disclose any information that has been deemed confidential in relation to a Board
meeting.

Conflict of Interest
Directors can be expected to have conflicts between their roles and other interests from time to time.

Directors are to identify material conflicts between their personal and/or professional responsibilities
or interests and matters.

In considering whether there is a conflict, Directors should ask themselves whether or not a well-
informed, reasonable member of the public would conclude that their decision-making could be
influenced by duties owed to others or to personal interests. In doing so, the focus should be on
actions, not on motives.

Directors should not participate in discussion of or decision on a matter where the Director’s interests
will be significantly affected by the Board’s decision, or where the Director

Upon recognizing a conflict, the Director is to declare the conflict and remove themselves from the
consideration or discussion of the matter related to the conflict.

Directors are encouraged to discuss potential conflicts with the Chair or with a neutral colleague
whenever there is a question in the mind of the Director as to whether they ought to withdraw from a
discussion, a vote, or both.

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Acceptance of Gifts and Benefits

Directors may not accept gifts, benefits or hospitality connected to their work as Directors with the
exception of the following:
 attendance at meetings, dinners, receptions or continuing professional development
sessions hosted by organizations, associations or other groups, where the Director is
attending as part of his or her role as a Director, as an invited speaker, or to represent the
Chair
 nominal gifts which are received as an incident of protocol.

Compliance
The Board Chair and Directors agree to comply with the Governance Policies, which incorporates the
Director Code of Conduct, and commit to exercising diligence in fulfilling their roles and duties and
meeting the standards for governance in the Governance Practices and Policies.

Directors are encouraged to address matters of compliance with the Governance Policies among
themselves, where appropriate, as respectful and timely dialogue is encouraged as a way to deal with
these matters. Directors may also seek the assistance of the Chair to discuss and deal with an issue.

The Chair and each Director are required complete the Lake Country Art Gallery Director
Declaration of Adherence Form upon election or appointment as a Director.

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 Lake Country Art Gallery Policies

Policy D - 2 Committees Approval Date: NEW

Revised Date:

Committees Processes
The Board may establish and appoint members to standing or ad hoc committees it requires to fulfill
its governance role, but must not establish more committees than it needs for that purpose. All
committees must have a mandate. Committees are to assist the Board in setting policy on ongoing
matters that further the purpose and objectives of LCAG.

Committees are to adhere to their mandates as established by the Board and may vary same only with
the approval of the Board.

The Board Chair works with Committee Chairs, the Treasurer, Curator, and the Gallery Manager to
ensure the proper allocation of work and resources for committees.

In collaboration with the Directors, the Chair recommends to the Board appointees to committees,
with attention paid to required skills, competencies and experience.

The Gallery Manager will maintain a list of Committees, their Chairs, members and contact details.
This list will be on the LCAG website and in the office.

Committees
The following Committees of the Board are established:

Standing Committee:
 Exhibitions Committee
 Fundraising Committee
 Fund Development Committee
 Garden Committee
 Policy Committee
 Human Resources Committee
 Facilities Committee

Ad Hoc Committees
Ad Hoc Committees can be established by the Board as needed.
Examples of Committees at the LCAG are:
 Under 100 Exhibition Committee
 Staff Review Committee
 Volunteers Committee

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Role of the Committee Chair
The Chair of a committee is responsible for setting and managing the agenda for the meeting.

The Vice-Chair(s) of a committee support the Chair and assume the role of the Chair in the Chair’s
absence.

The Chair is required to effectively manage the work of the committee within the scope of its mandate.

A plan and timetable for the work of their committee should be established on an annual basis in
consultation with committee members, management and the Chair of the Board.

The Chair is responsible for ensuring that

 materials for committee deliberations are appropriate for their purpose and include the
required level of detail to permit informed discussion;
 reports to the Board are provided at regular intervals;
 matters for the Board’s decision include a recommendation that is clear in its meaning and
purpose;
 reports include an appropriate level of detail to permit informed decision-making; and
 reports include, where appropriate, a range of options for each matter recommended for
approval together with the implications thereof.

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