Included in this section: 

• CHAIR OF THE BOARD
• VICE-CHAIR [1]
• VICE-CHAIR [2]
• VICE-CHAIR [3]
• TREASURER  
• CORPORATE SECRETARY
• IMMEDIATE PAST CHAIR OF THE BOARD  
• PRESIDENT AND CEO  
• PAST CHAIRS 
• BOARD COMMITTEES – STRUCTURE AND ROLES 

Role of committees 

Types of committees 

Committee Membership, & Chairmanship 

Committee Relationship to Staff

Standing Committees

Mandates of the standing committees 

Human Resource Committee 

Policy Committee 

Nominating Committee 

Executive Committee 

Minutes and Financial Report

• PRESIDENT’S WORKING GROUPS 

Finance Working Group 

Expert Working Group on Agriculture 

Expert Working group on Finance / Investment

AGM Working Group 

Manitoba Business Awards 

• EXECUTIVE LIMITATIONS 

CHAIR OF THE BOARD

Under the authority delegated by the membership through the by-laws, or through the resolutions and/or consent of the Board, the Chair of the Board shall:

1. be the chief elected officer of the Chamber and prepare a work plan for the Board  each year;
2. be the spokesperson for the Board and attend events where possible;
3. ensure that the mission and strategic plan are followed;
4. call, preside at and chair meetings of the Chamber including those of the Board, the Executive Committee, Annual General Meetings, and Special Meetings of the membership;
5. determine the agenda for all Board, Executive Committee, Annual General Meetings and Special Meetings in collaboration with the President and CEO;
6. facilitate discussions at the Board level and take all reasonable steps to ensure the appropriate level of communication among Directors and between management of the Chamber, the Board and Board committees;
7. take all reasonable steps to ensure that Directors receive Board material in a timely manner and that the content and quality of the material is appropriate;
8. be the Chair of the Executive Committee to carry on the business of the Chamber between meetings of the Board;
9. be a member of the Human Resources Committee;
10. be allowed to attend, as a guest, all meetings of the Board’s Committees and Task Forces;
11. report to the membership on the actions of Officers and Directors over the past term at the Annual General Meeting;
12. provide advice and counsel to the President and CEO;
13. work with the President and CEO to see that policies and programs that will serve the Chamber’s mission and goals are developed and presented to the Board;
14. take and subscribe a solemn declaration before entering upon the duties of the Office;
15. support the President and CEO as a liaison to affiliated organizations;
16. act as a signing officer of the Chamber to certify all documents and make declarations required by law (with one other Officer, Director or staff designated by the Board);
17. take all reasonable steps to promote the Chamber as the voice of Canadian business, to consolidate the Chamber as a solid network and to promote integrity and entrepreneurship values;
18. monitor the ongoing performance of Officers and Directors and as necessary address performance issues with individual volunteers; and
19. perform such other duties, functions, and responsibilities as assigned by the Board and/or approved by the membership.

VICE-CHAIR [1] 

The Vice-Chair supports the Chair of the Board by working toward organizational goals, and begins to formulate plans for his or her term to ensure a smooth transition. Further, with the consent of the Board, the Vice-Chair shall:

1. assume the responsibilities of the Chair of the Board in his or her absence;
2. be a member of the Executive, the Human Resources or the Finance committee or policy committee or other committees as required;
3. attend meetings of the Board of Directors and its Committees, the Annual General Meetings, and Special Meetings of the membership;
4. act as a signing officer of the Chamber to certify all documents and make declarations required by law (with one other Officer, Director or staff designated by the Board);
5. accept responsibilities as delegated by the Chair of the Board; and
6. oversee projects and assumes other responsibilities as assigned.

VICE-CHAIR [2] 

With the consent of the Board of Directors, the Vice Chair shall:

1. assist the Chair of the Board and other Vice Chairs with their duties;
2. assume the responsibilities of the Chair of the Board when the Chair, is absent;
3. be a member of the Executive, or other committees;
4. attend meetings of the Board of Directors and its Committees, the Annual General Meetings, and Special Meetings of the membership;
5. act as a signing officer of the Chamber to certify all documents and make declarations required by law (with one other Officer, Director or staff designated by the Board); and
6. oversee projects and assumes other responsibilities as assigned.

VICE-CHAIR [3]

With the consent of the Board of Directors, the Vice Chair shall:

1. assist the Chair of the Board with his duties;
2. assume the responsibilities of the Chair of the Board when the Chair is absent;
3. be a member of the Executive, and other Committees as required;
4. attend meetings of the Board of Directors and its Committees, the Annual General Meetings, and Special Meetings of the membership;
5. act as a signing officer of the Chamber to certify all documents and make declarations required by law (with one other Officer, Director or staff designated by the Board); and
6. oversee projects and assumes other responsibilities as assigned.

CHAIR OF THE AUDIT COMMITTEE (TREASURER) 

The Treasurer is a member of the Board of Directors, and is appointed for a term of not less than 3 years and may be reappointed at the discretion of the Board for a maximum of one additional term.  

The Treasurer acts on behalf of and reports to the Board of Directors in overseeing the financial matters and performance of the Chamber.  In addition, by virtue of office, the Treasurer is a member of the Executive and Human Resources Committee, and is Chair of the Audit Committee.

Core responsibilities and expectations of the Treasurer include: 

Financial 

• Ensure together with the President & CEO financial operations, budgeting, and performance of the Chamber consistent with the organization’s strategic plan.
• Communicate and report regularly with the Audit and Executive Committees and Board of Directors the financial position of the Chamber.
• Annually present to the general membership of the organization the financial statements and Auditor’s Report.
• Act as a Signing Officer of the Chamber to certify all documents and make declarations required by law along with one other Officer, Director, or an Authorized Designated Signatory.
• Monitor projects and assumes other responsibilities as assigned by the Board of Directors. 

General 

• Act honestly and in good faith ensuring the best interests of the organization are maintained and advanced.
• Attend meetings of the Board of Directors, Executive Committee, HR Committee, and other committees as required.
• Monitor the governance of the business affairs of the organization, being informed on matters relevant thereto.
• Seek and encourage non-members to become members of the MCC.

CORPORATE SECRETARY

The Corporate Secretary attends to the giving and service of all notices of the Chamber and shall keep or have kept the minutes of all meetings of the members, the Board and the Committees of the Board. With the consent of the Board, the Corporate Secretary shall:

1. provide a communication and information link between the Board, management and the members, with particular emphasis on facilitating the flow of information;
2. receive information from management and take all reasonable steps to ensure that it is formulated so as to facilitate effective Board and committee evaluation, discussion and decision-making;
3. advise management of Board and committee comments and decisions;
4. assist the Chair of the Board and the Nominating & Governance Committee in providing director orientation and continuing education programs; and
5. keep or have kept, minutes of the proceedings of the Chamber, has the care and custody of its records, and attends to the publication of its reports.

IMMEDIATE PAST CHAIR OF THE BOARD

The Immediate Past Chair of the Board is responsible for promoting the continuity and development of leadership in the Chamber. With the consent of the Board, the Immediate Past Chair of the Board shall:

1. be a member of the Executive and the Nominating Committee;
2. attend meetings of the Board of Directors and its Committees, the Annual General Meetings, and Special Meetings of the membership;
3. monitor the ongoing performance of Officers and Directors and as necessary address performance issues with individual volunteers;
4. identify committed and competent leaders for appointment and/or election to office in the Chamber; and
5. oversee the nomination processes, including ensuring the distribution of the slate of nominees to the membership and provincial chambers at least 21 days prior to the Annual General Meeting, and announce the results of the nomination and election procedures at the Annual General Meeting;

PRESIDENT AND CEO

The President and CEO is responsible for the day-to-day management of the Chamber. With the consent of the Board of Directors, the President and CEO shall:

a. With respect to strategic direction:

i. formulate and recommend to the Board a long-term strategy;

ii. meet with the Board to discuss the implementation of the strategic plan;

iii. ensure the implementation of the corporate strategy and policies, and communicate them to the Chamber’s members and external stakeholders;

iv. formulate and recommend to the Board an annual business plan and budget in keeping with the corporate strategy, and, where approved by the Board, ensure the implementation of the business plan within the parameters of the Chamber’s budget.

b. With respect to the Chamber’s operations:

i. oversee the finances of the Chamber;

ii. be in charge of the administration and management of the Chamber and report to the Board of Directors;

iii. exercise authority over the affairs and personnel of the Chamber’s offices and publications, subject to the direction of the Board of Directors;

iv. formulate and update a succession plan;

v. oversee the hiring, compensation and evaluation of competent human resources, subject to the Board’s approval;

vi. maintain a positive atmosphere and business ethic that allow the Chamber to attract retain and motivate employees at every level;

vii. report to the Board on policy matters at least twice a year;

viii. develop an annual communication plan to be submitted to the Board for its approval;

ix. coordinate the networking activities of the Chamber and assist the Chamber Network Committee in discharging its networking responsibilities.

c. With respect to corporate governance:

i. maintain effective lines of communication with the Board and all the Directors;

ii. take reasonable measures to ensure an open and positive climate between the Chamber and the public;

iii. serve as the Chamber’s principal spokesperson in both official languages with the media and, with the Chair of the Board, before Chamber and non-Chamber audiences alike.

PAST CHAIRS

Two past chairs are elected at each annual meeting representing the past knowledge of the Board and history of the chamber. One past chair sits on the Executive Committee appointed by the Board.  Their responsibilities are;

1. Provide advice concerning the strategic direction and acts of the chamber;
2. Provide input to the Board on specific and current issues facing the chamber;
3. Participate as a director of the Board; and
4. Provide advice to the President & CEO on current issues.

BOARD COMMITTEES – STRUCTURE AND ROLES

The Board from time to time establishes committees to assist it in carrying out its responsibilities. 

The Board approves a charter for each committee. The charter sets out the composition, responsibilities and administration of the committee, as well as other matters that the Board may consider appropriate. In addition each year the Board will set out a work plan for the activities and responsibilities of the Board.

Role of committees

The role of the committees is to assist and support the Board with specific aspects of its responsibilities. Committees permit deeper examination and analysis of issues. Committee members may bring an additional level of expertise to the issues at hand. It is not the role of committees to supplant the work of the Board or to make decisions on the Board’s behalf. .

Committees do not act or speak for the Board unless given specific authority to do so, and caution must be taken in order not to overlap or contradict the Chamber Board. 

Types of committees 

The two main types of committees are:

1. Standing Committees which support the work of the Board by fulfilling specific governance tasks on an ongoing basis; and
2. to Ad hoc committees or task forces to which the Board may delegate specific responsibilities from time to time to deal with specific issues or projects.

Committee Membership, & Chairmanship 

The Board will approve the membership and chairmanship of its committees. 

Each committee will:

1. ensure adherence to committee member protocols;
2. maintain an up-to-date list of its members;
3. have an up-to-date charter;
4. conduct its affairs in accordance with a work plan which is aligned to the overall Chamber strategic plan; and
5. prepare minutes of its meetings.

 Committee chairs will report to the Board of Directors on a regular basis. 

The Board Chair or Vice-Chair comprise an automatic support system for any committee and may attend Committee meetings.

Committee Relationship to Staff

The Board and staff work cooperatively to carry out the objectives of the Chamber.  The Board relies upon the ability, training and expertise of staff to plan for and provide services within the Chamber’s mandate. 

The Board will determine from time to time the level of staff support available to Committees, with the understanding that a minimum level of support and administration is important to provide continuity and smooth functioning. This understanding will be communicated to the CEO for implementation.

Committees do not have the authority to direct either the CEO or the staff in any way unless authorized to do so by the Board. 

Standing Committees 

The standing committees of the Board are:  

1. Audit;
2. Human Resource Review;
3. Nominating;
4. Policy; and
5. Executive

Mandates of the standing committees

Audit Committee -  The Audit Committee is comprised of the Chair of Audit Committee (Treasurer), President, and three members of the Board of Directors who are appointed for a term of 2 years and may be reappointed at the discretion of the Board for a maximum of two additional terms.  

The Audit Committee acts on behalf of the Board of Directors in overseeing and ensuring due diligence is exercised in all material aspects of financial reporting, internal controls, and audit activities of the organization.  The performance and effectiveness of the Audit Committee is assessed consistent with the Board of Directors evaluation process. 

Core responsibilities and expectations of the Audit Committee include: 

• Financial Reporting 

- Review and assess the interim financial statements, including monitoring financial performance against approved budget plans.

- Review financial reports prepared for various funding agencies.

- Oversee the selection of accounting policies used in the preparation of financial statements, including review and assessment of key financial statement issues and risks and the processes used by management to address such matters.

- Perform other duties delegated by the Board of Directors (e.g. review of senior management expense reports, meeting with representatives of funding agencies, reviewing external correspondence, etc…)

- Encourage and maintain open communication with management, Board of Directors, and all stakeholders of the Chamber to strengthen the committee’s knowledge of current and prospective issues. 

• Internal Controls 

- Review and assess the business and financial risk management policies and processes, including detecting accounting & financial reporting errors, fraud, legal violations, and non-compliance with the corporate code of conduct.

- Ensure an adequate system of internal controls and risk management systems to mitigate financial risks and that a strong control environment exists.

- Monitor the potential risk of management’s override of controls or other inappropriate influences over the financial reporting process; recommend policy changes to the Board of Directors as required.

- Obtain written representation from the auditors on the strength of the company’s internal controls and information systems.

- Conduct or authorize investigations into matters within the Committee’s scope of responsibilities, including retaining independent legal counsel and other professionals. 

• Audit Activities 

- Review and recommend to the Board of Directors the approval of the audited financial statements.

- Review and recommend the appointment (or replacement) of the external auditors to the Board of Directors, and the appropriate fee for services; obtain tenders as required.

- Review and pre-approve all audit and non-audit services to be performed by the external auditor, including written scope of engagement, and written confirmation of independence.

- Review with the external auditors the results of the audit, including any significant changes in accounting policies, estimates, or any disputes or difficulties with management.

- Review with the external auditors any internal control weaknesses, and if appropriate, determine whether effective steps have been taken to overcome them.

Human Resource Committee – It is the responsibility of the Human Resource Committee, consisting of the Chair, a vice-chair, treasurer and legal council, who are appointed by the Executive Committee in December of each year to:

1. Conduct an evaluation of the President;
2. Review the compensation of the President for the upcoming year;
3. Investigate any allegations of misconduct by the President; and
4.   Report their findings and recommendations to the Executive at the first meeting of the Executive in each New Year.

Policy Committee – It is the responsibility of the Policy Committee, consisting of the President or designate, a minimum of three or more Directors and at least two additional persons, to meet thoughout the year to:

1. Provide advice to the President related to emerging issues;
2. Bring forward to the President and/or Board issues that the committee considers important; and
3. Examine all submitted resolutions to ensure compliance and submit to the Secretary twenty-eight days prior to AGM for distribution to members.

The Chair of the Policy who is elected by members of the Policy Committee at its first meeting shall chair [or designate] the resolution process at the AGM.

Nominating Committee – It is the responsibility of the Nominating Committee comprised of Immediate Past Chair [Chair], the President, any officer and three additional directors to:

1. To prepare a slate of candidates to fill the positions of officers;
2. To prepare a slate of candidates outlined in 3.7 of the bylaws;
3. Communicate these names to the members twenty-one days prior to AGM; and
4. Ensure that the candidates that the nominations committee selects represents to their best of their ability.

The committee shall make every effort to ensure both rural and urban representation [including consideration from the two largest chambers –Winnipeg & Brandon as well as  varied ethnic and gender representation.

Executive Committee - The Executive Committee consisting of the Officers, two directors and one past chair shall have the responsibility of:

1. Carrying out the duties of the Board between meetings;
2. Shall engage or employ the President; and
3. Shall determine the responsibilities and terms of engagement or employment of the President.

The Executive Committee shall meet each month on those months that there is no Board meeting.

Minutes and Financial Report 

Copies of past minutes and financial reports are maintained both in a binder at the Chamber office and are available for view by any members. These reports can be provided by a Director on request to the President. New Board members will be provided prior to orientation copies of the past years financials and minutes.

PRESIDENT’S WORKING GROUPS

The President may engage volunteer members of the Chamber or specific individuals to assist in providing valuable input in the operational activities of the Chamber.

These working groups may take any form that the President deems necessary to accomplish the goals and strategies of the chamber. The working groups may be established or dissolved by the President. When participating in such working groups, Directors do so as volunteers and not in their capacity as a Board Member. 

Finance Working Group 

This group will provide advice concerning the financial wellbeing of the chamber. It will meet once a month with the President or designate to consider the current financial information and discuss those issues that may improve the accounting process. The working group will examine each of the major areas of the Chamber operations to provide advice as to potential improvements. The working group will provide to the Chair of the Audit Committee the latest information available on the finances of the chamber. The working group will work in cooperation with the Audit committee to prepare a yearly budget for subsequent submission in December to the Executive / Board.

Expert Working Group on Agriculture 

This group will consist of not more than ten invited persons who will have responsibility to provide the present with information concerning the up and coming issues that may impact the chamber or the agricultural community in the future.

The group will meet once a month, usually from 7.30am -9am on a weekday morning to discuss how the chamber should approach the issues that are discussed. There will be a staff person assigned to the working group.

Expert Working group on Finance / Investment 

This group will consist of not more than ten invited persons who will have responsibility to provide the present with information concerning the up and coming issues that may impact the chamber or the Finance / Investment community in the future.

The group will meet once a month, usually from 7.30am -9am on a weekday morning to discuss how the chamber should approach the issues that are discussed. There will be a staff person assigned to the group.

AGM Working Group 

This working group will be formed from volunteers from the Board. The group will assist in determining the topic and process for each up and coming AGM. The group will meet regularly commencing in November and complete their work at the conclusion of the AGM.

Manitoba Business Awards 

The MBA are usually scheduled during October each year. The working group would commence activities early in November with an objective of issuing a call for nominations in February.  The group would work with the Chamber events coordinator and selection committee to see that this event is a success.

Regional Representatives

  The Regional Representatives are selected from the nine chamber regions and will be responsible for:

1. Organizing one Regional Meetings in their respective districts each year;
2. They shall also assist with communications to and from Category 1 members in their regions;
3. Meet and personally connect with chambers in their regions a minimum of twice a year;
4. Meet with the President either in person or via other communications; and
5. Attend a general meeting of Representatives once a year.

While Regional Representatives usually work with the President they are welcome at Board meetings as ex officio representatives.

EXECUTIVE LIMITATIONS 

1. The CEO shall not cause or allow any practice, activity, decision, or organizational circumstances that is unlawful, imprudent, or in violation of commonly accepted business practices and professional ethics.
2. Budgeting for any fiscal year shall not risk fiscal jeopardy, nor fail to show a generally accepted level of foresight.
3. The CEO shall not change his/her own compensation without prior Executive approval.
4. The CEO shall not cash flow to be insufficient to settle payroll and debts in a timely manner.
5. The CEO shall not allow tax payments or other government ordered payments or filings to be overdue.
6. The CEO shall not allow assets to be unprotected, inadequately maintained or unnecessarily risked.
7. The CEO shall not;
   

   a. Fail to designate appropriate administrative signing authority

   b. Fail to have two signatures on cheque payments

   c. Commit the Chamber to any agreement over $10,000 expenditure without Executive authority.

8. With respect to the treatment of paid and volunteer staff, the CEO may not cause or allow conditions that are inhumane, unfair, unsafe, undignified or in way violate human rights.
9. The CEO shall not endanger the organization’s public image.