Hockey Alberta’s Board of Directors

Hockey Alberta is committed to its Governance Model which was revised in 2011, when Hockey Alberta moved from a representative Board of 23 to a policy Board of seven. Since that time the Board has expanded to nine members. 

The role of the Board of Hockey Alberta is to act in the best interests of the organization and to consider the interests of Members and other stakeholders in providing visionary leadership and oversight to Hockey Alberta. Board leadership requires, above all, that the Board provide vision. The Board’s role is future focused, oversight of operations, strategic leadership, insight to the President/CEO, and linking to members and stakeholders.

The Board’s Governance Model is outlined in the Governance Style/ Practices Policy:

The Board of Hockey Alberta is committed to effective governance of the organization; acting as stewards of the organization and considering the interests and influences of Members and other stakeholders to ensure the mission is achieved. They act as guardians of the vision, values and vision of Hockey Alberta. In all their actions, they respect and follow relevant legislation, Bylaws and Board policies.

In accordance with Bylaws 5.1(c), 6.1, 6.3 the Board is responsible for the business and affairs of Hockey Alberta; and delegates to the President/CEO the authority to manage and direct the operations of Hockey Alberta, subject to the authority of the Board.

The governance style of Hockey Alberta is characterized by:

1. Ensuring the vision, mission and values are at the forefront of all their deliberations and actions;
2. Strategic leadership that is future focused;
3. Encouragement of, and careful consideration of diverse perspectives;
4. Collective decision making, speaking with one voice;
5. Ensuring the interests of Members and other stakeholders are considered in making decisions in the best interests of the organization; and
6. Clear distinction of board and President/CEO roles and responsibilities.

The Board will:

1. Work with the President/CEO to establish the strategic direction for Hockey Alberta, establish key measures, and monitor progress regularly. The Board will ensure stewardship of the organization by overseeing the conduct of business, monitoring operations, and providing leadership that respects the organizational values, vision and mission, and strategic priorities.
2. Lead, inspire and guide Hockey Alberta through carefully written policies that reflect organizational values. Board policies will focus on ensuring future-focused leadership and oversight of long-term strategies and goals for the organization. Program and administrative means will be delegated to staff through the President/CEO.
3. Accept group responsibility for excellence in governing, using individual Director expertise to enhance the ability of the Board as a group in governing and developing policy.
4. Govern with excellence by expecting all Directors to be prepared for meetings, attend meetings and events, use accepted policy-making principles, and respect the roles of all Directors. New Directors will be oriented in the Board’s governance style and processes. The Board will regularly discuss opportunities for process improvement of their governance practices.
5. Monitor Board processes and performance at each meeting, discussing opportunities for improvement. The monitoring will specifically address the adherence of the Board to their policies.
6. Conduct an annual self-evaluation of the Board and use the results to strive for continuous improvement in governance practices and make changes that will contribute to governance excellence.

Individual Directors will contribute to governance excellence by:

1. Being honest, candid and respectful in interaction with other Directors, staff, Members and other stakeholders, and the public; and expecting the same from others.
2. Openly sharing their views and perspectives in Board discussions; and carefully listening and considering the views of others.
3. Supporting and encouraging each other to be effective Directors, and the President/CEO to be successful in his/her work.
4. Raising concerns about the work of the Board and/or how the Board is working together in practicing governance excellence; and expecting and respecting others who work with the board to do the same.
5. Providing constructive contributions to decision making, ensuring appropriate and credible processes accompany them.

The Board is comprised of nine members:

• Chair: (1)
• Directors at Large (8)

The Board has three standing committees that generally have three members on each committee:

• Audit, Finance and Risk Committee - TERMS OF REFERENCE
  
  • Francois Gagnon, Chair
  • Allan Mowbray
  • Karen Lee
• Governance Committee - TERMS OF REFERENCE
  • Michael Bates, Chair
  • Len Samletzki
• Organizational Advisory Committee - TERMS OF REFERENCE
  • Al-Amin Vira, Chair
  • Bill Gourley
  • Danielle Paradis
  • Allan Mowbray

The Board also has the ability to appoint Ad Hoc Committees annually. Each committee is provided with a Terms of Reference. The Board, through its Governance Committee also appoints a Nominations Committee. This committee is separate from the Board and performs annual recruitment process for new directors. 

Each committee chair reports to the Board. Committee responsibilities are set out in terms of reference and reviewed annually by each committee and the governance committee. 

The Board has adopted a written Code of Conduct.

1. Directors will be ethical and responsible. They will treat one another, staff, Members, stakeholders and the public with respect and will deal fairly/ethically on matters relating to their role as a Director and representative of Hockey Alberta.
2. Directors will faithfully perform their duties and ensure they do not engage in any activities that may be injurious to Hockey Alberta. Failure to do so may result in their removal as a Director.
3. Directors will receive payment for reimbursement of reasonable expenses in accordance with Hockey Alberta polices. Director honoraria are established by the Membership at the Annual Meeting. Directors may provide goods and services to Hockey Alberta in accordance with the Conflict of Interest Policy.
4. Directors will not communicate any matter designated as confidential to anyone who is not entitled to this information and will respect the confidentiality of this information in perpetuity.
5. Directors will not attempt to exercise individual authority over any Board or Hockey Alberta business, except as identified in Board policies
6. Directors who interact with the President/CEO and staff recognize they have no authority over the President/CEO unless stated in Board policies or established by Board resolution.
7. Directors may not speak for the Board or Hockey Alberta in any interactions with the Members, other stakeholders, public, media or other entities.
8. Directors will make no formal or public evaluations of the President/CEO or staff outside of the official process.
9. Directors will refer employees to use of appropriate reporting lines within administration to bring their concerns to the Board.
10. Directors will be familiar with Board policies and with their fiduciary responsibilities, as outlined in legislation, Bylaws, and Board policies.
11. Directors will attend meetings of the Board and committees they serve on regularly and punctually. Directors will be well prepared for each meeting and for the discussion of all agenda items.
12. Directors will engage in educational activities that assist them in carrying out their responsibilities.
13. A Director who is going to be absent from a Board meeting is required to provide advance notification to the Chair. A Director who is absent without notice from two consecutive meetings of the Board, may be removed by Board resolution.

Handling Violations of the Code of Conduct

If there is a perceived violation between Directors, it is incumbent upon the involved individuals to attempt to resolve the conflict. If resolution is not reached, the individuals will engage the Chair in an attempt to reach resolution prior to engagement of the Board as a whole.

A Director who is formally alleged to have violated the Code of Conduct will be informed in writing of all the details surrounding the alleged breach and will be allowed to present their view of the alleged breach at the next Board meeting. Directors who are found to have violated the Code of Conduct may be subject to censure and removed from the Board

Each Board member is asked to disclose possible conflicts of interest to the Chair.

Each meeting, based on the agenda presented to the Board, each Director is asked to declare any conflicts for that particular meeting. 

To be effective, the Board believes it needs to operate independently of management. This means that Board and committee members are not part of management.  

In addition, the Board has implemented the following practices:

• At each regularly scheduled Board meeting, the Board will meet in camera, with and without the President/CEO. Time to do so is provided at each meeting. 
• Each meeting is followed by an evaluation of that meeting’s effectiveness. The evaluation is done by the Directors and submitted to the Chair. 

Conflict of Interest Policy

1. No Director, or his/her spouse, spousal equivalent, or dependent child, will enter into any business arrangement with Hockey Alberta in which they are interested directly or indirectly except:
   a. The business arrangement is in the best interests of Hockey Alberta;
   b. The business arrangement has been approved by the Board;
   c. On a written and competitive quotation basis;
   d. Having declared any interest therein; and
   e. The applicable Director refrains from voting on the matter.
2. The Chair will ask at the commencement of each meeting if any Director has a conflict of interest related to any item on the agenda. The Chair will rule unless a Director proposes a motion to the contrary. The minutes will record all declarations of conflict of interest.
3. Any Director having a potential conflict of interest will declare the details of that potential conflict before discussion of the question if it is determined there is a conflict, and in the case of a conflict absent himself/herself from the portion of the meeting during which discussion or voting affected by that conflict takes place.
4. A Director who abstains from participation due to conflict of interest is still included in determining quorum.
5. A Director will not use any information gained from their role as a Director for personal profit or for the profit of any other person.
6. A Director will not use their position to secure special privileges, favors or exemptions for themselves or any other person.

Board Planning Cycle, Agenda Planning and Meetings Policy

1. Directors are responsible and accountable for all affairs of Hockey Alberta. They must be prepared for and attend all meetings of the Board and Committees to make policies and decisions in the best interest of Hockey Alberta. The Board will establish an annual meeting schedule at the first meeting after the Annual General Meeting. The Board is responsible to ensure that accurate minutes and financial records are kept for all Hockey Alberta activities.
2. The Board is responsible to maintain control of its own agenda by establishing and following an annual schedule which includes, but is not limited to:
   
   1. An annual review of the Hockey Alberta strategic plan, including member and other stakeholder input as appropriate, and consideration of information relating to the external environment and exploration of perspectives which may have implications for the future direction of Hockey Alberta.
   2. Scheduled time for monitoring of the Board’s own compliance with its Governance Process policies, and for review of the policies themselves.
   3. Scheduled time for monitoring compliance by the President/CEO with Board/President/CEO Relationship policies, and for review of the policies themselves.
   4. Scheduled time for Board orientation and education.
3. The Board will meet regularly in accordance with the Bylaws to conduct its business. It will establish a schedule for the upcoming operational year at the organizational meeting following the Annual General Meeting. The schedule will be attached to this policy.
4. The Board may hold informal working sessions to enable thorough and wide-ranging discussion of topics and issues important to the Board. Matters requiring Board decisions will be brought to a future meeting of the Board.
5. The Board will hold a retreat annually, which all Directors are expected to participate in. The retreat should include opportunities for Board development and education, support the governance role of the Board, and promote team building. The focus of the retreat should be reflection on the past year and future focused thinking and discussion.
6. The Board shall annually establish for itself a set of goals related to the governance process. Review of progress towards these goals shall form a meaningful part of each meeting agenda. An annual evaluation of achievement of these goals will precede the establishment of the next year’s goals.
7. In accordance with the Bylaws and other policies the Board will plan for and hold General meetings, Board meetings, and Committee meetings. Proper notification to all attendees along with agendas and relevant materials will be provided in a timely manner. The Board Chair is responsible for the planning, notification and conducting of meetings. 
8. The Board delegates to the Board Chair the authority to establish the detailed agenda for Board meetings in consultation with the President/CEO. Potential agenda items will be carefully screened to ensure that they relate to the Board’s role and job description. Screening criteria include:
   
   1. Clarification as to whether the issue clearly belongs to the Board or the President/CEO.
   2. Identification of what category an issue relates to (strategic direction, Governance Process, Board/President/CEO Relationship)
   3. Review of what the Board has already done related to this issue; determination of whether the Board already dealt with the issue.
9. Procedures at all meetings will be in accordance with the Bylaws and Board policies. Roberts Rules of Order provide guidance in conducting meetings and will be used to resolve procedural matters.

Director Recruitment / Appointment Process

The Nomination Committee oversees the recruitment process of new directors. The final decision on directors happens via election by the Hockey Alberta members. This is done annually at the Hockey Alberta Annual General Meeting.

The recruitment of Board members is an important part of the role of the Governance Committee of the Board. The Governance Committee has created a Nominations Committee comprised of independent members to fulfil its obligation of director recruitment. The Nominations Committee will recruit, assess and recommend candidates for consideration as Directors or Officers of Hockey Alberta.

At the 2022 Annual General Meeting, three Director positions are up for election. Per Hockey Alberta Bylaws, the determination of the people who will sit in that position is a decision of the Hockey Alberta membership. Board members will be recruited and chosen based on the skill set that they bring to the long-term success of Hockey Alberta. Certain Board positions require individuals with specialized skills. As part of this process, Board member recruitment will include the following elements:

• New members will be targeted to bring a specific expertise within the Board to meet the expectations and responsibilities for the role that they are applying for on the Board;
• Prospective Board members are required to submit an application, including a resume that highlights their career and volunteer history and a cover letter identifying what they believe they can contribute to the Board of Directors of Hockey Alberta;
• Each prospective Board member’s application will be assessed by the Nominations Committee using a set out selection and short-listing process.

The recruitment process is an opportunity for the Nominations Committee to seek eligible qualified candidates who possess the skills and competencies identified by the Board. The Nominations Chair is appointed by the Board. The Nominations Chair selects two other members for the committee. The President/CEO of Hockey Alberta works with the Chair of the Nominations Committee to assist in logistics and any administrative needs. 

• A notice will be put out on all Hockey Alberta communications platforms for recruitment of board members. This notice will also be sent to members of Hockey Alberta through all channels internal to Hockey Alberta and its members.
• The Nominations Committee will be asked to bring a slate back to the Members for their formal election. 
• Hockey Alberta works with nominees to create a short video which is shared with the membership prior to and during its AGM. 

Each Board role - with the exception of the Director of Finance - is elected for a three year term. The Director of Finance is appointed annually.

In the event that the full slate of Board members is not filled, the Board may appoint members, through the Nomination Committee, to complete the remaining term of any position(s).  

The Board of Directors of Hockey Alberta believes in the benefits diversity brings and it recognizes that diversity of thought makes prudent business sense.

Having a board composed of men and women with diverse skills, experience, backgrounds and perspectives means:

• competitive advantage;
• robust understanding of opportunities, issues and risks;
• inclusion of different concepts, ideas, and relationships;
• enhanced decision-making and dialogue; and
• heightened capacity for oversight of the organization and its governance.

For purposes of Board composition, diversity includes, but is not limited to, business and industry skills and experience, gender, and ethnicity. The Board will make good use of these differences and distinctions among individuals in determining the optimum composition of the Board.

All Board appointments must collectively reflect the diverse nature of the business environment in which the organization operates and be made on merit, in the context of the skills, experience, independence and knowledge which the Board requires to be effective.

The Board is committed to ensuring gender diversity and to diligently act to effect change it aspires to maintain a Board in which no gender represents more than 2/3 of the Board. 

This policy applies to the Board of Hockey Alberta. It is not intended to apply to employee diversity.

New members will have the opportunity for one-on-one orientation with both the Chair and CEO/Management within the first 30 days after election.   

To enhance board effectiveness, Hockey Alberta wants directors fully engaged as soon as possible. Directors meet with key individuals to learn about the board, its committees, and each director, and meetings with the chair and CEO enable new directors to learn about Hockey Alberta’s strategy and business.

All directors receive an electronic copy of the board member handbook.

Professional Development

The board plans development and training annually by bringing in professional development opportunities. It is generally arranged in alignment with an in person board meeting to assist in overall cost. 

Effectiveness and Evaluations

The board completes and end of year evaluation which offers each board member an opportunity to review their perception of the board’s work.  The evaluation also allows for a self evaluation which is done between the director and the chair.  

Life Member is the highest and most prestigious honour that may be bestowed by Hockey Alberta. The Board of Directors will exercise the highest standard when considering individuals for Life Member status. A candidate for Life Member will have enhanced the recognition of Hockey Alberta at the National or International level, and/or made an outstanding contribution to the development of hockey in Alberta.

The Board may appoint active and posthumous Life Members. The number of active Life Members is limited to 10. Life Members will act in an advisory capacity to the Board, in accordance with the Bylaws and Regulations, but may not vote on any matter.

A committee consisting of at least two (2) Board Members and one (1) Life Member will review potential candidates for Life Membership annually. The Committee:

• May invite Members to nominate individuals who also meet the criteria for Life Membership;
• Will review all candidates as per policy, considering the maximum number of Life Members allowed and will consult with the active Life Members prior to confirming nominations to be presented to the Board;
• Will propose candidates for Life Membership to the Board by the end of May each year.

Expenses of the Life members attending any meeting on behalf of Hockey Alberta shall be paid by Hockey Alberta.