GENERAL OPERATING BY-LAW NO. 1
Mission Statement
Black Habits Project is a non-profit creating safe spaces that uplift the social, economical, educational
and well-being of the Black diaspora within our local communities.
Objective
Black Habits Project (“BHP”) is excited to embark on the next 10+ years, providing enrichment of Black diaspora within the local community, provincially and nationally for People of Colour. The board has envisioned a 10-year expansion plan that includes new fundraising initiatives, contemporary tutoring formats, the advancement of Black-owned businesses, strategic partnerships and a membership structure.
The current objective as agreed upon the Working Board is as follows:
• To undertake such programs and activities that will promote the objects identified in the
mission statement;
• To support and collaborate with Black communities that share similar values;
• To provide services to members of the Black community regardless of age, sex, gender, race,
religion, socioeconomic status, national or ethnic origin;
• To promote an understanding of the benefits of cultural diversity as an integral component of
Canadian life;
• To increase awareness of BHP’s participation in and contribution to society.
Purpose of this document
This document sets out the bylaws governing the BHP Board of Directors and any applicable sub-
committees. The goal is to provide a clear understanding of the guiding principles, scope of responsibilities and process to be followed to create key initiatives. The document highlights policy themes to consider and a preliminary identification of priorities of BHP and any sub-areas of particular concern. It also identifies key members of the Working Board, applicable compensation and their roles
within BHP. It does not cover specific considerations around every topic, details on public engagement or how meetings (outside of the regular Board meetings) or working groups will operate.
Governance Structure
(i) BHP, acting through its Working Board, is responsible for fulfilling its obligations in
accordance with the governing principles.
(ii) The Working Board will seek to meet its legal and fiduciary obligations to local communities
through the governance structure described herein.
(iii) This governance structure will apply to the Working Board and any applicable future
committees as agreed upon the Working Board.
(iv) The Working Board has the ability to delegate certain of its responsibilities with respect to
community outreach and program implementation where necessary.
(v) The External Auditor will perform the functions set out herein.
Mandates
A. Black Habits Project Responsibilities
Black Habits Project (“BHP”), acting through its Working Board, retains the following exclusive responsibilities
(i) Understand and demonstrate a commitment to the non-profit organization’s mission and programs
(ii) Keep up to date with issues and trends that affect the organization
(iii) Prepare for meetings by reading agendas, minutes, reports and other documentation required to actively participate in them
(iv) Attend meetings regularly
(v) Contribute skills and knowledge by participating actively in meetings and Board work
(vi) Make inquiries when clarification or more information is needed
(vii) Understand and monitor the non-profit organization’s financial affairs
(viii) Avoid any potential conflicts of interest
(ix) Understand and maintain confidentiality
(x) Ensure the non-profit organization is complying with all legal and regulatory requirements In carrying out its responsibilities, the Board shall obtain such advice and guidance from external advisors it deems necessary to properly discharge its responsibilities.
Duty of Care
Each Working Board member has a legal responsibility to participate actively in making decisions on behalf of the non-profit organization and to exercise his or her best judgement while doing so.
Duty of Loyalty
Each Working Board member must put the interests of the non-profit organization before their personal and professional interests when acting on behalf of the organization in a decision-making capacity. The non-profit organization’s needs come first.
Duty of obedience
Working Board members bear the legal responsibility of ensuring that the non-profit organization complies with applicable federal, provincial and local laws and adheres to its mission.
B. Working Board Responsibilities
President:
(i) Serves as the chief working board member of the non-profit organization
(ii) Recommends compensation packages to all Working Board members
(iii) Is a partner with the Executive Director in achieving the non-profit’s mission
(iv) Provides leadership to the Board of Directors, who sets policy and to whom the Executive Director is accountable
(v) Develops agendas for meetings with the Executive Director
(vi) Chairs meetings of the board of directors
(vii) Recommends to the board which committees are to be established
(viii) Seeks volunteers for committees and coordinates individual board member assignments
(ix) Appoints the chairpersons of committees, in consultation with other board members
(x) Serves ex officio as a member of committees and attends their meetings when invited
(xi) Discusses issues confronting the organization with the Executive Director
(xii) Helps guide and mediate board actions with respect to organizational priorities and governance concerns
(xiii) Reviews with the Executive Director any issues of concern to the board
(xiv) Monitors financial planning and financial reports
(xv) Evaluates the performance of the Executive Director and the effectiveness of the board members
(xvi) Annually evaluates the performance of the organization in achieving its mission and objectives
(xvii) Speaks to the media and represents the organization to the community
(xviii) Annually reviews matters of governance that relate to the board ’s structure, role, and relationship to BHP
Executive Director
(i) Acts as the President in his or her absence
(ii) Reports to and works closely with the President to assist with his or her duties
(iii) Assigned to a special area of responsibility such as membership, media, personnel, annual event, etc.
(iv) Performs other duties as assigned by the President Director of Governance
(i) Ensures that board matters are handled properly, including committee functioning, recruitment of new board members, orientations, and meeting preparation
(ii) Ensures that boards and any applicable sub-committees are well-aligned around their roles and responsibilities, which requires a combination of ongoing board education and development and regular performance assessment
Treasurer
(i) Manages the finances of the organization, including the board’s review of and action related to, financial responsibilities
(ii) Ensures appropriate financial reports are made available to the board
(iii) Regularly reports to board on key financial events, trends, concerns, and assessment of fiscal health
(iv) Provides annual budget to the board for members ’approval
(v) Ensures development and board review of financial procedures and systems
(vi) Chairs the Finance Committee and prepares agendas for meetings
(vii) Recommends to the board whether the organization should have an audit
(viii) Assists in the selection of an auditor, if needed, and meets with him or her annually
Secretary
(i) Maintains records of the board and ensures effective management of the organization’s records
(ii) Manages the minutes of board meetings
(iii) Ensures minutes are distributed to members in a timely manner after each meeting
(iv) Is sufficiently familiar with legal documents (articles, by-laws, etc.) to note applicability during meetings
Advisors
(i) In carrying out its responsibilities, the Working Board shall obtain such advice and guidance from external advisors it deems necessary to ensure the prudent administration of the non- profit organization.
External Auditor
(i) Perform an annual audit of the non-profit organization’s financial statements as directed by the Board, and report to the Board on the audited financial statements.
Delegation Where appropriate,
The Working Board may retain or delegate certain functions to qualified external advisors, while retaining monitoring responsibility for such delegation.
Reporting
The Working Board, through its President, shall report, at least annually, to the Board on relevant issues such as:
(i) background information on the non-profit organization such as nature of liabilities,
membership;
(ii) overall financial conditions of the non-profit organization including changes to net assets,
liabilities; cash flow; highlights of related expenses, and identification of risks;
(iii) compliance of the non-profit organization with approved objectives; and
(iv) conflicts of interest.
Internal Functioning of the Working Board
(i) The Working Board shall operate in accordance with the procedural rules identified in Appendix
“A”.
C. Review and Amendment
The Working Board shall review and revise these Operating Bylaws on an annual basis, subject to Board approval.
Approvals:
Name Date Signature
Shani Charles, President, August 23, 2020, Shani Charles (electronic)
Samantha Ross, Executive Director, August 23, 2020, Samantha Ross (electronic)
Nadine Levy, Director of Governance, August 23, 2020, Nadine Levy (electronic)
Chauncey Downer-Hincks, Secretary, August 23, 2020, Chauncey Downer-Hincks (electronic)
APPENDIX ‘A’ – Procedural Rules of the Working Board of Directors
Quorum
The quorum for any meeting of the Working Board shall be a majority of its members, present in person or by telephonic means. BHP Board Chair
(i) BHP Working Board shall appoint a Chairperson, typically delegated to President of the Working Board. The term of office of the Chair shall end no later than the end of his/her term of office as a member of the BHP.
(ii) The Chair shall preside over all meetings of the BHP Board meetings including monitoring any votes taken at such meetings and managing any conflicts of interest.
(iii) The Chair shall appoint a member of the BHP Working Board or delegate to be the Secretary of the Working Board.
Voting
(i) Decisions of the BHP Working Board shall be taken by vote of the members present at the meeting.
(ii) Each member is entitled to one vote.
(iii) No proxy voting shall be permitted.
(iv) Any member of the BHP Working Board absent from a meeting shall be deemed to have approved any decision made in his/her absence unless his/her dissent is made known to the Chair in writing, prior to the meeting in the case of proposed resolutions identified in the meeting material distributed to members or within a reasonable time after the absent member becomes aware of such decision or should reasonably been aware of such decision.
Meetings
(i) The BHP Working Board shall have at least four meetings per calendar year.
(ii) A minimum of one weeks’ written notice shall be provided to members.
(iii) Special meetings of the BHP Working Board may be called by a majority of the BoardMembers or by the Chair by giving at least one weeks’ notice to members.
(iv) All notices shall indicate the location of the meeting and the agenda topics to be presented.
Record Keeping
The Secretary of the BHP Working Board shall keep a register of its decisions and a register of potential and actual conflicts of interest in accordance with applicable legislation, and will ensure records are kept that contain all documents, reports and correspondence received by the BHP Working Board. The Secretary will ensure that minutes are distributed to each Member within seven days following each
meeting.
Confidentiality
Each BHP Working Board member shall treat as confidential during, as well as after the completion of such member’s term of office, all information relating to BHP, or the affairs of BHP, the financials of BHP of which he/she acquires knowledge in connection with his/her appointment as a Working Board member.
Performance of Duties
The BHP Working Board member shall perform those duties delegated to it in respect of the administration of the BHP.
Conflicts of Interest
(i) No member of the BHP Working Board will knowingly permit his/her interest, monetary or otherwise, direct or indirect to interfere with the proper exercise of his/ her duties and responsibilities as a member of BHP.
(ii) Each member of the BHP Working Board shall disclose to the Director of Governance, or in the case of the Director of Governance to the President of the Working Board, in writing, the nature and details of any actual, perceived or potential conflict of interests that such member knows or ought to know exists with respect to the member’s role on the BHP Working Board, and of any rights that the member may have in or against BHP, specifying, in such case, the nature and value of such rights. Such disclosure will be made to the Director of Governance, as applicable, as soon as practicable after the member discovers such conflicts of interest. Disclosure should also be made at the first BHP Board meetings giving rise to such conflict of interest. As soon as such conflict of interest is disclosed, the Director of Governance, as applicable, will decide upon a suitable course of action to manage or resolve the conflict.
Operating Expenses
Compensation and operating expenses of Working Board members shall not exceed thirty-five percent (35%) of total revenue received, as reviewed and approved by the Working Board members.
Appendix “B” BLACK HABITS PROJECT – Projected Objectives
Year One (2021)
Goals for year one of the BHP board include:
● Refinement of board governance. The board will be deliberate in articulating and implementing
decisions at board meetings.
● Definition of roles and expectation of duties for Board Members, Staff, and General
Membership
o Priority setting for the Executive Director Role. Key deliverables for the ED in year one
would be:
• Key Marketing/Communications individual
• Rebranding – Community focused
• Established communications and marketing (i.e. e-mail contact lists)
• Consideration of a community space.
• Connect and apply for OTF (Ontario Trillium Foundation) Seed Investment
grant.
• Charitable Status Application
• Establish Co-Op opportunity for post-secondary students
● BHP will pursue and formalize priority and strategic partnerships. Priority partnerships include:
o Office 146 (Permanent office space)
o Influencers/influential public speakers such as Rachel Ricketts, Alexandra Elle
● Plan and implement the Black Habits Rotation card: a rewards and discount card for BIPoC to use at black-owned businesses
● a new revenue generating event/fundraiser.
o Explore additional revenue generation avenues.
● Streamline Financial Reporting with Treasurer
● Establish annual review of board goals in relation to Mission Statement and Objectives (quarterly or Semi-Annually)
Year Three (2024)
● National brand awareness
● Establish an Annual General Meeting with appropriate Afro-Caribbean/Canadian theme.
o Regular business analysis and reporting.
● Establishment of a General Membership (Corporate and Individual Membership both able to
receive tax receipts)
o Member voting capability
o Complimentary invitation to workshops and events
● Review of Infrastructure Plan
● Establishment of Key Partnership – Representative Board
● Establish new and recurring revenue sources and/or partner with existing annual event.
o Community based “block party” or festival
Year Five (2024)
● Expansion of global reach
● A review of committee structures to ensure that missions and objectives are being met.
● A roster of key partners will be established.
o Organizational structure review, next five years.
o Review of key performance indicators
Year Ten (2029)
● Partnerships with affiliated organizations
● Report the longitudinal return on investment of social investment in the community.
● Formalize the board appointment process integrated with Annual General Meeting and General
Memberships.
● Continuation of educational outreach, and mentorship, continued support for black-owned
businesses
● Continuation of curated events