William Crooks
Emily Côté, Interim Health and Social Services Program Manager at the Townshippers’ Association, Speaker Rola Helou, Fadéla Hamou, Senior Administrative Coordinator at the Townshippers’ Association, and Susan Marcoux from Mansonville’s Sunshine House gather before the start of the governance conference in Waterloo

By William Crooks

Local Journalism Initiative

The Townshippers’ Association hosted a governance conference on Feb. 27 at the Maison de la Culture De Waterloo, focusing on the crucial roles and responsibilities of board members within community organizations. Rola Helou, the event’s keynote speaker, emphasized the importance of good governance as the foundation for effective decision-making and community impact.

Helou stressed in an interview before the event that good governance is essential for the long-term survival of community organizations, especially those funded by public dollars. “Good governance is the foundation of doing things right in a community, in a region, in a society,” she said, highlighting its significance for organizations striving to benefit their communities responsibly.

The conference covered a range of governance-related topics, including fiduciary responsibilities, conflict of interest, and the legal framework guiding board operations. Helou explained that fiduciary responsibility is a key element of governance, as board members are tasked with acting in the best interest of the organization, rather than their personal gain. “If you come in with your own interests at heart… that’s problematic because your role is to benefit the organization,” she noted.

The event also explored the implications of poor governance, such as conflicts of interest and potential liability issues. Helou shared that board members could face personal liability if they fail to act in good faith, reinforcing the importance of ethical decision-making.

Legal frameworks and governance models

According to a copy of the presentation provided to The Record, one of the key segments of the conference focused on the legal obligations of board members in Quebec. Helou provided an overview of the multiple laws governing non-profit organizations, including the Companies Act, the Canada Not-for-Profit Corporations Act, and Quebec’s Civil Code. Participants learned about the importance of complying with language laws, tax regulations, privacy acts, and labour laws to ensure the organization’s legal integrity.

Helou emphasized the importance of understanding and adhering to bylaws, which provide the framework for decision-making within an organization. The event highlighted different models of governance, such as the Carver Model, which focuses on strategic oversight while delegating day-to-day administration to an executive director. This model allows boards to concentrate on vision, policy, performance, and governance at a high level while ensuring operational efficiency.

The conference also explored other governance theories, including Evolutionary Governance Theory, which encourages adaptability in decision-making to help organizations anticipate and navigate future challenges. Helou noted that understanding these models empowers board members to make informed decisions that align with the organization’s mission and long-term goals.

Best practices and adding value

Helou discussed best practices in governance, highlighting key characteristics such as trust, respect, good faith, and maintaining independence from conflicts of interest. “Each individual board member has the responsibility to avoid conflicts of interest and ensure fiduciary responsibility,” Helou said. The importance of transparency, accountability, and maintaining ethical standards was emphasized to ensure sustainable organizational growth.

The conference also covered practical ways for board members to add value to their organizations. Helou outlined ten strategies, including attending meetings regularly, preparing adequately by reviewing relevant documents, speaking up during discussions, and participating in strategic planning. “It’s about being strategic and thinking long-term,” Helou explained, drawing on examples from Indigenous governance models that consider the impact of decisions on future generations.

Board members were encouraged to act as ambassadors for their organizations by embodying the mission and values in public engagements. The importance of building strong relationships within the board and with the executive director was also stressed as essential for fostering a positive governance culture.

Conflict of interest and liability issues

A significant portion of the conference was dedicated to understanding and managing conflicts of interest. Helou provided real-world examples of how conflicts of interest could arise when personal interests clash with the organization’s mission. She emphasized the importance of recognizing potential conflicts early, declaring them transparently, and recusing oneself from decisions where a conflict exists.

Helou also addressed the issue of liability, explaining that board members could be held personally liable if they do not act in good faith. “There are general rules around acting in good faith that cover you in terms of liability, but if you’re there for your own benefit, then you could be liable as an individual,” she said. The discussion underscored the need for board members to understand the legal implications of their decisions, especially when handling public funds.

Strategic decision-making and collective responsibility

The conference emphasized strategic decision-making and the collective responsibility of board members. Helou explained that strategic, long-term decisions affecting the organization’s sustainability are within the board’s purview, while day-to-day activities are typically delegated to the executive director. The importance of maintaining a clear distinction between governance and management roles was highlighted as essential for effective leadership.

Collective responsibility was another focal point, with Helou noting that while individual board members have significant responsibilities, the board must function as a cohesive unit. “I can’t do anything as a board member alone. But we can do a great deal together,” she said, stressing the power of consensus and unified decision-making.

Empowering community organizations

The governance conference aimed to equip attendees with practical knowledge and skills to enhance their effectiveness as board members. Participants gained a deeper understanding of their legal obligations, strategic roles, and how to add value to their organizations. The event also provided a platform for networking and exchanging ideas, fostering collaboration among community groups in the Eastern Townships.

Attendees included members of the Townshippers’ Association board and representatives from other local organizations. The conference emphasized the need for continuous education and improvement in board governance, helping community groups remain accountable to their stakeholders while navigating complex challenges. Helou noted that more information could be found by contacting the Townshippers’ Association directly.