Terms of Reference
Name
The name of the organization shall be The Waterloo Region Healthy Communities Coalition (“The Coalition”).
Mission
To help residents, organizations and businesses in Waterloo Region to achieve and maintain a healthier community
Goals
- to further Healthy Communities philosophy and implementation
- to advocate for systems change based on Healthy Communities philosophy
- to provide an opportunity for networking among those who are practising Healthy Communities philosophy
Definitions
When the Coalition and this Terms of Reference use the term “Healthy Communities”, they are referring to the principles, process, and qualities of Healthy Communities described in Appendix A.
Structure
The Coalition is an unincorporated not-for-profit organization dedicated to carrying out its mission and goals without purposes of gain to its individual members. Any profits/surplus shall be used to promote The Coalition's mission and goals.
Membership
Membership is open to Waterloo Region residents, business owners, non-residential partners, organizations and other interested individuals committed to forwarding the mission and goals of Waterloo Region Healthy Communities Coalition.
Members may be active (voting) members or inactive (non-voting) members.
Active membership will typically be described by the degree of involvement a member has in the meetings and other activities of the Coalition. An active member would typically be expected to attend a minimum of four meetings per year.
Members who have not expressly indicated their interest in being a non-active member and who have not been active for more than one year shall no longer be considered members and will be welcome to re-establish their membership at any time.
Membership is attained by signing a membership form attesting to commitment to the mission and goals of Waterloo Region Healthy Communities Coalition.
Decision-Making
The Coalition will make every attempt to operate on a consensus decision-making model. If consensus cannot be achieved after two successive meetings at least one week apart to discuss the same issue, a decision will be made by majority vote. In such an extraordinary circumstance, the meeting facilitator's vote cannot create a tie: in the case that it does, the meeting facilitator's vote will not be taken.
All decisions are to be made at membership meetings or, where required and where possible, over email or the internet.
No member, including Executive members, shall make decisions on behalf of the Coalition unless expressly authorized to do so at a membership meeting.
Deciding Executive Positions and Co-operational Roles
The membership shall determine Executive positions and Co-operational roles at least once a year.
Determination shall be by consensus among active members. If consensus cannot be reached, members will be elected to positions and roles by a simple majority among active members.
Executive Positions and Co-operational Roles
The Coalition draws on the diverse interests and capacities of its membership to realize the tasks and responsibilities essential in forwarding its mission and goals. The following descriptions of both "Executive positions" and "Co-operational roles" are intended to facilitate the ongoing activities of the Coalition and to encourage alternative organizational norms. The intent is to reflect the differing capacities and interests of members and member organizations; to recognize that "many hands make light work"; to increase flexibility, adaptability and involvement; to enable operation of the Coalition as a "headless organization"; and to attend to healthy community principles.
To further these intentions, members of the Coalition should consider sharing the responsibilities allocated to specific positions and roles. This might include, for example, rotating meeting chairs, rotating meeting recorders, having members propose agenda items by email, having members take on specific correspondence, and other tasks. Where such collaboration is insufficient, members holding specific Co-operational roles, followed by those holding Executive positions must ensure their designated responsibilities are satisfied.
With one exception (noted below), no correlations between positions and roles are specified; however, in determining which members are to hold which positions and roles, consideration should be given to the degree of fit between position and role.
Executive
The Executive shall consist of a president, vice-president, treasurer, and secretary, with the expected roles as follows:
- President: Ensure appropriate operation of the Coalition with respect to its mission, goals and Terms of Reference. Ensure appropriate agenda setting and meeting facilitation. Be a signing officer.
- Vice-President: Perform President's role when President is absent. Be a signing officer.
- Secretary: Ensure appropriate records are kept, including meeting minutes, membership list and correspondence. Coordinate correspondence as required. Be a signing officer.
- Treasurer: Ensure appropriate handling of Coalition finances and maintenance of financial records. Be a signing officer.
To meet the requirements for signing authority (for example, with the credit union), all Executive members will be signing officers and all signing officers will be Executive members.
No other correlations between positions and roles are specified; however, it is expected that members holding Executive positions will also hold Co-operational roles.
Those in Executive positions carry final responsibility for their designated tasks.
Should a vacancy occur at any time and for any reason, the membership may choose to appoint a member to fill the vacancy or may choose to leave the position vacant. There shall always be a minimum of two Executive positions filled.
Co-operational Roles
The following roles and responsibilities describe tasks required for realizing the Coalition and its ongoing activities. The list should not be considered exhaustive and additional roles may be specified when the need arises.
Any member may hold more than one of the following roles.
Members may hold roles cooperatively.
Some roles may be held by member organizations rather than individuals.
- Signing Officers (2-4): Responsible for signing documents, cheques, etc. on behalf of the Coalition as prescribed by decisions of the membership. Each of the Executive members will be a signing officer and each of the signing officers will be a member of the Executive.
- Meeting Coordinator: Responsible for ensuring that meetings are called regularly, that members are notified, and that agendas items are gathered; also responsible for coordinating related correspondence.
- Chair (fixed or rotating position): Responsible for facilitating meeting(s), including assurance that agenda, recorder, and time frame are agreed to at the beginning of the meeting.
- Recorder (fixed or rotating position): Responsible for making records of meeting(s) and circulating them to the membership. Records to include, at a minimum: members present/regrets, general list of topics covered, specific decisions made (by consensus or otherwise), responsibilities and tasks taken on by individual members, and next meeting date and agenda items (if applicable).
- Membership Coordinator: Responsible for maintaining list of members and list of members holding Executive positions and Co-operational roles; also responsible for coordinating related correspondence.
- Network Coordinator: Responsible for maintaining a list of other groups, organizations and agencies that share interests of the WRHCC, and for communicating these amongst the membership from time to time.
- Book-keeper: Responsible for maintaining financial records, co-ordinating payments/deposits and coordinating related correspondence.
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Spokesperson: Responsible for speaking on behalf of the
Coalition with respect to:
- the general mission, objectives and principles of the Coalition;
- positions of the Coalition on specific policies, events, topics or other matters as determined by the membership.
- Representatives (various): From time to time, according to the interests of members and/or the involvements of the Coalition with others, members may participate in/on groups, committees, etc. on behalf of the Coalition. Such representation must comply with the procedures mentioned in the Decision-Making section. Representatives will be responsible for coordinating related correspondence.
- Project Animators: From time to time, according to the interests of members or in response to ideas or proposals from outside of the Coalition, members may take on such roles as initiator, coordinator, or communicator with regards to particular projects. Members would carry subsequent responsibility for the project and/or coordinating Coalition correspondence and involvement.
Meetings
There shall be a minimum of four membership meetings per year, and more at the discretion of members.
Quorum for a membership meeting shall be four, including at least two members of the Executive.
Meetings shall take place within the Region of Waterloo, but may also include occasional 'meetings' carried out through email or the internet.
Meetings will be facilitated by a member who need not necessarily be the President or a Chair.
Agendas will be developed from prior business and from suggestions of the membership. Where possible, items will be circulated prior to the meeting; however, final agendas will be decided at the beginning of each meeting.
Minutes shall be taken of all meetings. Minutes will record the names of members in attendance and the decisions made, and shall be distributed to all members.
Non-members who are interested in the activities of the Coalition are welcome to attend meetings.
Advocacy
The Coalition may choose to take positions with respect to policies, processes or other issues at membership meetings.
No member shall speak on behalf of the Coalition to the public, the media, a government agency or other organization unless expressly authorized to do so at a membership meeting. This applies to the use of Coalition letterhead and other written correspondence such as emails, news releases and written reports.
As described above, Spokesperson(s) may speak on behalf of the Coalition with respect to such positions once they have been determined by the membership.
Conflict of Interest
If a member or the organization a member represents stands to benefit from the outcome of a decision made by the Coalition, the onus is on the member to declare a conflict of interest on the issue. They may participate in discussion of the item, but not in decision-making on the item.
Should a matter arise in which the Coalition is taking a position with respect to policies, processes or other issues that affects a member's interests or the interests of the organization a member represents or of a member's employer, the member should declare a conflict of interest on the issue and may choose not to participate in discussion, decision-making, or endorsement of the item.
Financial
Annual financial reports shall be provided to the membership, with additional reports during the year as required. Reports should include a Statement of Income and Expenses and a Balance Sheet
Expenditures over the amount of $50 must have prior authorization of the membership. The membership may choose to authorize a budget and ask the signing officers only to come to the membership for requests for expenditures above budget.
The fiscal year for the Coalition shall be January 1 to December 31.
Amendments
This Terms of Reference may be amended by a general membership meeting. Should consensus not be achieved on an amendment after a second meeting to discuss the same issue, the vote must achieve 2/3 of voting members to pass.
Notice for membership meetings at which amendments to this Terms of Reference are to be discussed must be given to all members at least one month in advance and earlier if possible.
Quorum for membership meetings at which amendments to this Terms of Reference are to be discussed is 10% of the membership and at least four people.