Governance Structure


The Corporate By-Law specifies the number of Directors, terms of office and eligibility for office. The Officers of the Corporation are those defined within the By-Law


The Board governs the affairs of the Corporation within the framework of relevant legislation and standards. Representing the Corporation’s membership and the community, the Board is the legally incorporated entity with authority and responsibility for:

  • Safeguarding the organizational mission and ensuring the organization is viable and stable;
  • Securing input of key stakeholders to strategic direction;
  • Fulfilling fiduciary obligations to serve the interests of those who fund the services and those who benefit from them;
  • Ensuring it has adequate information to monitor areas of the Executive Director and corporate performance.
  • Ensuring proper and prudent management of the organization;
  • Ensuring the organization’s mission is achieved;
  • Accounting to its members and other key stakeholders for the performance of the Corporation; and,
  • Ensuring systematic linkage with other organizations engaged in the pursuit of similar or related objectives, and with the community at large.

Quality Functions of the Board:

    • Ensure a quality of client-centered care and equitable access to health services;
    • Establish measurement and monitoring of performance targets, standards of care and services, guidelines and policies for the population served.
    • Considers strategic alternatives and implications.  


Standing Committees of the Board have an advisory function to the Board. They do not speak or act for the Board unless authority is formally delegated, is time-limited, and is for specific purposes. The Committees do not have authority to direct staff although they may, through the Executive Director, allocate resources in support of Committee activities. Committee members are appointed by the Board for one year terms.

Executive Committee

Between meetings of the Board this Committee:

  • Exercises full powers of the Board in all matters of administrative urgency and reporting every action at the next meeting of the Board.
  • Studies, advises, or makes recommendations to the Board on any matter as directed by the Board.

Finance, Audit, Risk Management Committee


  • Integrity of Corporation’s accounting and financial reporting, internal controls, disclosure controls, legal regulatory and ethical compliance, and monitoring;
  • Timely filings with regulatory authorities, independence and performance of the Corporation’s external auditors;
  • Management of risks, credit worthiness, financial plans and policy;
  • Considers & identifies key strategic priorities to ensure a generation of revenues to supplement/sustain the organization with successful operation of charitable programs/services in a manner consistent with fundraising standards;
  • Identifies financial threats to the organization and strategies to eliminate such threats
  • Develops and implements a plan for soliciting donations, and recommends resource requirements for successful execution of the plan.

Governance Committee

Has a primary role in monitoring Board performance as it relates to expectations of government, the public, and accreditation bodies. The Committee:

  • Assists the Board with responsibilities for the organization’s mission, vision and strategic direction, including risk management as it pertains to the various key functions of the Committee.
  • Develops and leads a process for updating the long-term Strategic Plan.

Other functions include ensuring compliance with Human Resources regulatory requirements:

  • Establish personnel policies to govern the management of staff and volunteer resources;
  • Recruitment, support & evaluation of the Executive Director;
  • Provision of guidelines for staff compensation;
  • Succession planning for smooth transition in Board and senior staff positions;
  • Compliance & management of HR resource policies & complaint procedures;

As Board Director Vacancies occur, or are anticipated, the Committee assumes responsibility for Board recruitment, screening and nomination processes.

  • Review needs of the Board for expertise, resources, skills or diversity to bring strength, balance, creditability and perceived legitimacy to the Board.