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NSCD Board of Directors - What is its function? How does it work?

I have been asked these and similar questions during my time on the Board so I will attempt to clarify them in the following paragraphs.

NSCD has two Boards, the Executive comprised of the President, Vice-President, Secretary, Treasurer and Social Convener who are elected by you. This Board also includes the immediate Past President as provided for in our Constitution. We also have the Board of Directors which includes the Executive Board plus our teachers who are appointed, again according to the Constitution. The Executive Board may also appoint additional members to the Board of Directors should the need arise.

All NSCD members have the opportunity to serve on these Boards. The process for this is as follows. Each year a nominating committee is struck by the Board and usually is made up of former Executive Board members. Their mandate is to seek out candidate(s) for any vacant office(s) if an officer should have completed his or her term in office. The nominations are made and the Board advised of the committee’s choice and usually adds their approval of them. However this does not prevent any NSCD member being nominated from “the floor” at the Annual General Meeting providing there is a seconder to it. In electing Officers the membership is placing their confidence and trust that these Officers will be competent stewards of the Club’s financial and social well- being.

Board meetings are expected to be conducted in an orderly fashion and time efficient. To this end there is a chair-person (usually the President) whose function is to ensure that all meetings are structured, discussions are relative to the subject and that all present have an opportunity for input. When discussions are concluded the chair-person will call for a motion and seconder. Amendments with a seconder can also be made and, if so, the amendment is voted on first. If the amendment is “carried” then the original motion is no longer valid. In either case a majority has to vote “for” in order for the motion to pass while there is also an option to vote contrary to the motion.

The chair-person is not permitted to make a motion or vote on one with the exception in the case of a tied result then he or she has the deciding vote on the motion.

May a club member attend an Executive or Board of Directors meeting? The short answer is “no” with the caveat that any club member may request to make a presentation to either Board. Which one would depend on the subject matter of the presentation.

The process for this is as follows. The Board convenes as normal and when it is time for the presentation an adjournment is made. The presenter is then invited into the meeting room to make his or her presentation. When completed each Board member would have the opportunity to ask the presenter any questions they may have on the subject presented but there will be no discussion of its content untill the presenter leaves.The Board then reconvenes and continues with normal business which also would include discussion on the merits or viability of the presentation.

Some of you may view this as a very secretive way to do things but it is done this way to avoid any possibility of offence being taken should there be difference of opinion between the presenter and a Board member which could give way to an un-intended lack of sensitivity.

The President will inform the presenter of the Board’s decision regarding what action may or may not be taken on his or her presentation.

The Executive Board deals with a variety of issues such as the teachers’ honorarium or their performance. As with the previous presentation, the teachers are not present when items pertaining to them are discussed. This also negates any possible conflict of interest whether real or perceived.

Minutes are taken at all Board meetings and are circulated to attendees. They are not circulated to the general membership and the reason is similar to the presentation issue previously described. In a “nut shell” we wish to avoid any “he said-she said” situations that could rise from a misinterpretation of the written word. However should an individual member insist, they are entitled to receive a copy of a specific Board meeting minutes.

Finally it is the responsibility of the chair-person/ president to inform the membership of all Board decisions and the rationale for them. In doing so, we hope to add some measure of transparency to the issue of our governance.I trust that I have adequately described Board operations and am always ready to discuss them further should any of you wish to.

Doug McConnell
Jan 2013