BADMINTON CANADA’S DIRECTOR’S AGREEMENT
THIS AGREEMENT CONFIRMS that the undersigned is eligible for nomination as a Director or has been elected as a Director of Badminton Canada and agrees as follows:
Condition Precedent - Police Record Check
1. The Director agrees to obtain a police security check prior to performing such responsibilities as a Director and will renew such security check upon the request of Badminton Canada. The Badminton Canada’s Board of Directors, in its sole discretion, will determine whether such offences pose an unacceptable risk to the safety and security of Badminton Canada and may terminate the Director’s eligibility as a director or position as a director.
2. The Director agrees to provide notification to Badminton Canada of any offences disclosed as a result of such police security check, or of which it becomes aware through any other means.
Responsibilities of the Director
3. The Director will comply with the Director’s Duties and Responsibilities described in Schedule “A”.
Duty of Diligence
The Director will:
Act prudently and in the best interests of Badminton Canada.
Exercise the same level of care that a reasonable person with similar abilities, skills and experience in similar circumstances.
Act cautiously and try to anticipate the consequences of their decisions and actions before they undertake them.
Act honestly and forthright.
Take reasonable steps to manage foreseeable risks.
Duty of Loyalty
The Director will:
Put the interests of Badminton Canada first which will take precedence over any other interest, including their own personal interests.
Avoid putting themselves in a situation of a conflict of interest.
Act properly in disclosing a situation of a conflict of interest and ensure they play no part in discussing, influencing or making decision relating to that conflict.
Keep Badminton Canada business private and not discuss certain matters with people outside of Badminton Canada.
Disclose any conflicts of interest by completing the Conflict of Interest Disclosure Document, attached hereto and marked as Schedule “B”.
Duty of Obedience
The Director will:
Comply with Badminton Canada’s governing documents and ensure that staff and committees do as well.
Ensure Badminton Canada’s governing documents remain current and accurate.
Obey external laws and rules that are imposed upon Badminton Canada.
7. Badminton Canada will reimburse the Director for any expenses in accordance with Badminton Canada’s usual business practices and financial policy upon receipt of an expense claim and applicable receipts.
This Agreement will terminate upon:
Upon the Director not being elected as a Director.
The expiration of the Director’s term.
The Director is found by a court to be of unsound mind.
The Director becomes bankrupt.
The Director is removed by way of resolution in accordance with the Badminton Canada Bylaws.
The Director will not, either during the period of their involvement as a director or any time thereafter, disclose to any person or organization any Confidential Information acquired during their period of involvement as a director with Badminton Canada, unless expressly authorized to do so.
The Director will not publish, communicate, divulge or disclose to any unauthorized person, firm, corporation, third party or parties any Confidential Information or any part thereof, without the express written consent of Badminton Canada.
All files and written materials relating to Confidential Information will remain the property of Badminton Canada and upon termination of involvement as a director with Badminton Canada or upon request of Badminton Canada, the Director will return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, immediately upon such request.
The term “Confidential Information” includes, but it not limited to the following:
a) Personal Information of all Badminton Canada Members and participants, including but not limited to: name, address, e-mail, telephone number, cell phone number, date of birth and financial information;
b) Badminton Canada intellectual property and proprietary information related to the programs, fundraisers, business or affairs of Badminton Canada and any of its divisions, including, but not limited to: procedures, business methods, forms, policies, business, marketing and development plans, advertising programs, creative materials, trade secrets, knowledge, techniques, data, products, technology, computer programs, manuals, software, financial information and information that is not generally or publicly known.
c) All information discussed, disclosed or received because of the Director’s position as a director within Badminton Canada.
Conflict of Interest
The Director will comply with the Badminton Canada’s Conflict of Interest Policy and the Canada Corporations Act.
Copyright and any other intellectual property rights in all written material (including material in electronic format), software, databases, trademarks, patents, logos, trade names, brands and other works produced by the Director will be owned solely by Badminton Canada, who will have the right to use, reproduce or distribute such material and works, or any part thereof, for any purpose it wishes.
The Director will not use, reproduce or distribute such material or works, or any part thereof, without the express written consent of Badminton Canada.
This Agreement will be interpreted in accordance with the laws of the Province of Ontario.
No failure or delay by Badminton Canada in enforcing any right or remedy in this Agreement will be construed as a waiver of any future exercise of such right or remedy.
The Parties have sought or obtained, or have had the opportunity to seek and obtain, independent legal advice concerning the matters in this Agreement, and execute this Agreement knowingly and voluntarily.
This Agreement constitutes the sole and entire agreement between the parties, and supersedes any previous agreements, understandings and arrangements between the parties. Any amendments hereto are enforceable only if in writing and signed by each of the parties.
If any portion of this Agreement is deemed by any court of competent jurisdiction to be illegal or unenforceable, then the remaining provisions of this Agreement will remain in full force and effect notwithstanding.
The Director herby agrees to abide by the terms and conditions outlined in this Agreement. To Evidence their agreement, the Director has signed this Agreement.
BOARD OF DIRECTORS DUTIES AND RESPONSIBILITIES
The Board of Directors of Badminton Canada has the responsibility to manage the affairs of Badminton Canada in accordance with the ______________ Corporations Act, as amended, the Badminton Canada Bylaws and its policies and procedures. The basic responsibility of a Director is to represent the interests of the members in directing the affairs of Badminton Canada and to so within the law. Specifically, Directors will have the following additional responsibilities and duties:
Act reasonably, prudently, in good faith and with a view to the best interests of Badminton Canada and its members.
Place the interests of Badminton Canada first and not use one’s position as a Director to further private interests.
Act within the scope of the governing policies of Badminton Canada and within the scope of other laws, rules and regulations that apply to Badminton Canada.
Keep Badminton Canada business private and not discuss certain matters with people outside of Badminton Canada unless with prior approval of the Board of Directors.
Support the decisions of the Board of Directors, even if they may not personally agree with the decisions and might not have voted to support the decision.
Act as a member of a designated committee as appointed by the Board of Directors.
Keep all appropriate individuals and committees informed as required through normal reporting and communication channels.
Perform such other duties as may from time to time be established by the Board.
Act in a manner that promotes a positive and professional public image.
Devote their full time and attending during volunteers hours to the business and interests of Badminton Canada.
Schedule volunteer hours in order to accommodate the changing needs of Badminton Canada which may require evening and weekend work.
a) Attend and properly prepare for meetings.
b) Provide all required reports to the Board in written form as required.
c) Ensure minutes of meetings are accurate and correct.
d) Ensure that minutes of meetings reflect abstentions from votes, votes for and votes against motions.
e) Declare any real or perceived conflict of interest with respect to an issue when the issue first arises and not vote, participate in or influence the decision-making process.
f) Ensure any such disclosures of conflict are recorded in the meeting minutes.
a) Review regularly the financial reports of Badminton Canada.
b) Approve and monitor Badminton Canada’s budget.
c) Ensure the performance and completion of an annual audit of Badminton Canada’s finances.
d) Inform themselves who is authorized to sign cheques and for what amount.
e) Supervise the management and the disbursement of funds of Badminton Canada.
Ensure that all contracts Badminton Canada enters into are carefully reviewed by staff or by counsel.
a) Develop, implement, monitor and evaluate INSERT Organization’s strategic plan.
Ensure Badminton Canada develops a clear personnel policy and ensure that staff evaluations are performed at least annually or as required by the policy.
Ensure that all staff and volunteer positions have written job descriptions and agreements.
b) Ensure there are suitable screening measures in place for those staff and volunteer positions that involve interaction with youth or other vulnerable persons in unsupervised settings.
a) Review and adhere to Badminton Canada’s constitution, bylaws, policies and procedures.
b) Undertake to update out of date bylaws, policies and procedures or to create new ones.
c) Ensure Badminton Canada’s obtains adequate insurance.
d) Become familiar with the Badminton Canada’s insurance policies and the scope of their coverage.
Declaration regarding Conflict of Interest
I have read the Badminton Canada Conflict of Interest Policy and agree to be bound by the obligations contained therein, and I commit to avoid any real or perceived conflict of interest. I also commit to disclosing the existence of any real or perceived conflict of interest to the Board of Directors, as soon as it is known to me.
I declare the following interests which may represent a potential conflicting interest:
I also pledge to inform Badminton Canada and the Board of Directors of any other member of Badminton Canada who I feel is in a position of any real, perceived or potential conflict of interest.
___________________ ___________________ _____________________
Name Signature Date