Executive Committee Terms of Reference

Background and General Mandate:
The Executive Committee is composed of the Branch President, two Vice-Presidents, the Treasurer, the Secretary, and the immediate Past President.  Members of the Executive Committee are elected by the Board of Directors within two weeks of the Annual General Meeting.  The Branch President serves as Chair of the Executive Committee.  The Executive Committee reports to the Board of Directors.
Pursuant to Branch By-Law 10.1, the Executive Committee acts within the approved strategic and policy framework established by the Branch Board of Directors and manages the day-to-day business of the Ottawa Branch in relation to all matters that require administrative, operational, or immediate attention.

The Specific Mandate of the Branch Executive Committee is to:
Ensure that the management of the day-to-day operations of the Branch are executed in an efficient, effective, and fully accountable manner.
• Serve as the Finance Committee of the Branch.  Under the guidance of the Treasurer, assist in the preparation of budgets and financial statements for submission to the Board of Directors and meetings with the Auditor.
• Operate within the delegated spending authority as approved by the Branch Board of Directors.
• Operate within any written directives that may be received from the Branch Board of Directors.
• Obtain progress reports from the Treasurer, Managing Director, and others as required.
• Maintain contact with the Chairs of the Branch Committees to: verify that the necessary actions are being taken to implement Board decisions; seek to remedy operational constraints faced by the Committees in the implementation of their approved Action Plans; facilitate inter-committee coordination where required; and identify issues that Committee chairs may wish to bring before the Board.
• Prepare agendas for Branch Board of Directors, Annual, and General Meetings.
• Determine its own Committee procedures in accordance with Branch By-Laws and Rules of Order.
• Produce Minutes of all its meetings.
• Hire Branch office staff, including ensuring statements of duties are periodically reviewed, reviewing performance against established expectations, and approve changes to remuneration including benefits.
• Oversee the work of and ensure the Board of Directors take measures to recognize contributions made by volunteers.
• Establish and maintain relationships with other Branches and staff at the National Office, and other organizations with similar or shared interests.
• Make note of and act on developments that affect Branch members.
• Take all other action necessary to ensure the implementation of Board decisions including, between Board Meetings, acting in place of the Board of Directors with the full powers of the Board on all matters concerning the Branch as may require administrative, operational and/or immediate attention.

Deliverables and Authorities
The Executive Committee prepares an annual Action Plan for the Board’s approval. The plan includes, a budget which is prepared in consultation with the Treasurer. Once approved, the Executive Committee operates within the approved plan and budget.
Branch projects generally come under the management of Branch Committees. Where the subject matter falls outside the mandates of existing Branch Committees or cuts across their interests, the Executive Committee may take upon itself a particular project or propose the establishment of a special Ad Hoc Committee, Task Force, etc. In such instances, the Executive Committee develops background papers, work plans and budgets for the approval of the Board of Directors. Once approved, the Executive Committee has the authority to implement the approved projects.

Meeting Frequency and Quorum
Executive Committee meetings normally precede the monthly meeting of the Board of Directors. They may be called by the Chair; or held if requested by two or more members of the Committee.  There must be at least 48 hours formal notice of a meeting to all members.  Quorum is half of the Committee members.

Records of Meetings
Minutes of the Executive Committee meetings and its List of Action Items are tabled at each meeting of the Board of Directors.  The Branch President, in his capacity as Chair of the Executive Committee, highlights issues of particular importance or concern.