Role of Directors

The Directors of the board have a duty to:

• Learn and understand how TMAC operates and become familiar with its Bylaws, procedures, operations and activities

• Act responsibly, in good faith and in the best interest of TMAC, exercising the care, diligence and skill of a reasonably prudent person in exercising powers and performing the duties of a Director

• Act cautiously and anticipate possible consequences of any course of action that the Board may choose to undertake. Where the Director possesses a particular level of skill or expertise, that skill or expertise must be used in the best interest of the organization.

• Be diligent, always acting in the best interest of TMAC and becoming as reasonably informed as possible with all aspects of its operations. To fulfill this duty, each Director is expected to:

  • Review the agenda and supporting material in advance of each meeting of the directors and any committee on which the Director participates

  • Regularly attend meetings of the Board and committee to which the Director is appointed

  • Be prepared to discuss business on the Board & Committee agendas in a prepared and knowledgeable way

  • Vote on matters that come before the Board unless excluded by conflict of interest. In the event that a Director cannot attend a meeting, that director should review the minutes of the meeting, financial statements and all other materials that may be circulated at the missed meeting in order to stay informed. It is the responsibility of that Director to ask questions relating to any business or policy that may have transpired at the meeting and which the Director may require further information or clarification.

• To manage the affairs of the organization and to apply the Bylaws of TMAC.

• To act honestly and in good faith, to be loyal to and act in the best interest of the organization, to avoid any conflict of interest and to subordinate personal interest to that of the Corporation.

• To act at all times in the best interest of and in accordance with the Conflict of Interest Policy of the organization.

• To act at all times within the scope of authority established by the objects of the corporation, bylaw and resolutions approved by the membership and motions of the Board of Directors. A Director may incur personal liability if he or she acts outside of the scope of authority granted by the Board.

• To be aware of and comply with all applicable government legislation and statutes, including:

  • The Corporations Act (ONCA)

  • The Income Tax Act

  • Employment Insurance Act

  • Pension Legislation

  • Employment Standards Act

  • Occupational Health & Safety Act