SELKIRK & DISTRICT COMMUNITY FOUNDATION INC.
BY-LAW NO. 1
Original By-law No.1 enacted at a meeting of the Interim Board on the 26th of June, 1995.
(Revised February 2005, Revised March 2019, Revised September 2022)

ARTICLE ONE

INTERPRETATION

1.01   Definition in this By-law:

“Act” means the Manitoba Corporations Act as amended or substituted from time to time;

“Board” means the Board of Directors of the Corporation;

“Corporation” means Selkirk & District Community Foundation Inc.;

“President” means the President or Chair of the Corporation;

“Secretary” means the Secretary of the Corporation; and

“Officers” means Executive of the Board of Directors of the Corporation.

ARTICLE TWO

CORPORATE SEAL

2.01  Form of Seal. The seal in the form impressed in the margin hereof, shall be the seal of the Corporation.

2.02  Custody of Seal. The Office of the Secretary shall have custody of the Seal.

2.03  Sealing of Documents. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing by an officer or director of the corporation.

ARTICLE THREE

MEMBERS

3.01  Members. Membership in the Corporation shall consist of the persons who are from time to time members of the Board.

3.02  Withdrawal of Members. Any member may withdraw their membership in the corporation by written resignation.

ARTICLE FOUR

HEAD OFFICE

4.01  Head Office. The head office of the Corporation shall be in the City of Selkirk, Province of Manitoba, and at such place therein as the Board may from time to time determine.

ARTICLE FIVE

BOARD OF DIRECTORS

5.01  Powers of Board. The property and business of the Corporation shall be managed by the Board which shall consist of nine directors unless the Board from time to time , by Resolution at a regular or special meeting, varies the said number of directors. All officers and committees shall be responsible to and subject to the direction and control of the Board.

5.02  Terms of Office.
(a)     Each director shall be appointed for a term of three years.

(b)    Each director may be nominated for a second term of three years.

(c)     Any director who has served two consecutive terms of office shall not be eligible for re-appointment to the Board. until a period of at least one year has elapsed since the end of their second successive term in office.

(d)    Each director shall hold office until the earlier of:

• (i)  their election to public office;
• (ii) their bankruptcy;
• (iii) their relocation of primary residence outside of the City of Selkirk, or the R.M. of St. Andrews or the R.M. of St. Clements;
• (iv) their conviction of a crime by a Canadian court of law;
• (v) a finding by a Canadian court of competent jurisdiction they are of unsound mind;
• (vi) their resignation; or
• (vii) their death.

5.03 Board Members. Meetings of the Board may be held at any time and place as determined by the Board, provided that seven clear days’ notice of such meeting shall be sent in writing to each director and provided that there shall be at least one meeting per year.

5.04  Quorum. The quorum for any meeting of the Board shall consist of a majority of the Board.

5.05  No Remuneration of Directors or Committee Members. The directors and members of committees shall serve without remuneration and no director or committee member shall directly or indirectly receive any profit from his position on the Board as such. A director or committee member may be reimbursed for reasonable expenses incurred by them in the performance of their duties. And any director or committee member who is engaged in or is a member of a firm engaged in any business or profession may act in and be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the Corporation.

5.06  Removal of Directors. Any director may be removed at any duly convened meeting of the members by a vote of not less than two thirds of the members present at such meeting.

ARTICLE SIX

BOARD COMMITTEES

6.01  Board Committees. The Board may create committees. The terms of reference, powers and membership shall be determined by the Board.

6.02  Removal of Committee Members. The Board may remove any member of any committee created by the Board, however the Board shall have no power to remove any member of the Nominating Committee.

ARTICLE SEVEN

NOMINATING COMMITTEE

7.01  Nominating Committee. The Nominating Committee shall be composed of the persons who hold the following offices from time to time or such persons as they may designate to serve on the Nominating Committee:

• (a)      the Mayor of the City of Selkirk;
• (b)      the Mayor of the Rural Municipality of St. Andrews;
• (c)      the Mayor of the Rural Municipality of St. Clements;
• (d)      the Chair of the Board of the Interlake Eastern Regional Health Authority;
• (e)      the President of the Selkirk & District Chamber of Commerce;
• (f)       the Chair of the Board of the Lord Selkirk School Division;
• (g)      Chair of the Corporation;
  (h)      The President of The Board of Directors of The Selkirk Friendship Centre.

7.02  Representatives. In the event that any member of the Nominating Committee is unavailable to attend an annual or other meeting of the Nominating Committee, they may, in writing, appoint a representative to attend such meeting on their behalf.

7.03  Chair. The Chair of the Corporation shall act as Chair of the Nominating Committee.

7.04  Meetings. The Nominating Committee shall meet at least once a year to appoint directors to the Board and shall meet at such other times as the Board may determine.

7.05  Procedure of Meetings. Procedure for meetings of the Nominating Committee shall be determined by the Nominating Committee.

7.06  Quorum. A majority of members of the Nominating Committee present in person, or by their appointed representatives, shall constitute a quorum of the Nominating Committee.

7.07  Appointment to the Board. Written nominations shall be received and reviewed by Nominating Committee. A ballot vote is taken, with majority vote being the recommendation for selection. In the event of a tie vote in appointing a community member to the Foundation Board, the Nominating Committee shall determine by lot who shall cast the deciding vote.

ARTICLE EIGHT

INDEMNIFICATION OF DIRECTORS AND OFFICERS

8.01  Indemnification. Every director or officer of the Corporation who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it and their heirs, executors and administrators and estate, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation, from and against:

(a)     all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or about the execution of the duties of them office or in respect of any such liability; and

(b)    all other costs, charges and expenses which they sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.

ARTICLE NINE

OFFICERS

9.01  Officers. The officers of the Corporation shall be a Chair, one or more Vice-Chair, a Secretary, a Treasurer, and an Executive Director, Any two offices may be held by the same person.

9.02  Appointment and Removal. Officers shall be appointed by Board Motion of the Board annually at the first meeting of the Board following the annual appointment of directors. Officers may be removed from office at any time by the Board following the same process for removing a Director pursuant to clause 5.02 . The terms of employment of any officers, including remuneration, if any, to be paid to any officers, shall be determined by the Board.

9.03  Terms of Office. The officers of the Corporation shall hold office for one year from the date of appointment or election.

9.04 The Chair shall:

• (a) be the Chief Executive Officer of the Corporation;
• (b) if present, preside at all meetings of the Board;
• (c) subject to the control, supervision and direction of the Board, have general control and supervision of the affairs of the Corporation;
• (d) determine with the Executive Director if Officer duties are delegated.
• (e) Vice-Chair. The Vice-Chair shall, in the absence or incapacity of the Chair, perform the duties and exercise the powers of the Chair.

9.05  Secretary. The Secretary shall:

• (a) attend all Board meetings and act as secretary thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose;
• (b) give notice of all meetings of the Board;
• (c) have the custody of the seal of the Corporation.

.
9.06 Treasurer. The Treasurer shall:

• (a) have the custody of all corporate funds and securities;
• (b) keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation;
• (c) deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank, credit union or trust company, or in the case of securities, in such registered dealer in securities as may be designated by the Board;
• (d) disburse the funds of the Corporation as may be directed by the Board, taking proper vouchers for such disbursements; and
• (e) render to the Board, accounts of all the transactions and provide a statement of financial position of the Corporation.

9.07  Executive Director. The Executive Director shall:

• • (a) be the Chief Operating Officer of the Corporation;
  • (b) be appointed by the Board;
  • (c) have responsibility for the operation and management of the operations of the Corporation, subject to the control, supervision and direction of the Board.
  • (d) determine with the Chair if Officer duties need to be delegated.

ARTICLE TEN

EXECUTION OF DOCUMENTS

10.01  Execution of Documents. Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be co-signed by the Chair, or Executive Director, or Officer. All signed contracts, documents and instruments in writing shall be binding upon the Corporation without any further authorization or formality. The Board may appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The Board may grant a power of attorney on behalf of the Corporation to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation.

ARTICLE ELEVEN

BOARD MEETINGS

11.01  Time and Place. Board meetings shall be held at any place and time as the Board decides or at the call of the Chair.

11.02  Financial Reporting. At various times in the year, board meetings will include the presentation of the budget and financial reports no less than annually.

11.03  Notice of Meeting. Seven clear days prior written notice shall be given to each Board member of all meetings.

11.04  Quorum. A majority of the board members present in person at the meeting shall constitute a quorum.

11.05  Votes. Each Board member present at a meeting shall have the right to exercise one vote.

ARTICLE TWELVE

FINANCIAL YEAR

12.01  Unless otherwise determined by the Board, the fiscal year end of the Corporation shall be June 30th.

ARTICLE THIRTEEN

AMENDMENT OF BY-LAWS

13.01 By-laws of the Corporation may be enacted repealed or amended by a majority of the directors at a meeting of the Board called for the purpose of confirming the said by-laws.

ARTICLE FOURTEEN

AUDITOR

14.01  The Board members shall at each annual meeting appoint an auditor to conduct a financial review or audit the accounts of the Corporation and to hold office until the next annual financial meeting, provided that the Directors may fill any casual vacancy in the office of auditor.

ARTICLE FIFTEEN

RULES AND REGULATIONS

15.01  The Board may prescribe such rules and regulations not consistent with these by-laws relating to the management and operation of the Corporation as they deem necessary.

Original By-law No. 1 enacted at a meeting of the Interim Board on the 26th of June, 1995.
Reviewed and Revised February 2005, March 2019, September 2022.

ENACTED at a meeting of the Board of Directors of the Corporation: DATE: September 13, 2022
President (Chair) Shauna Curtin
Secretary Greg Dewar

A code of conduct is a statement of essential principles intended to govern the conduct and accountability of the Board of Directors and the staff of the Foundation.

Board Members, non board members on sub-committees and staff will be expected to comply with the Code of Conduct that encourages the development of a spirit of collective decision- making, shared objectives and shared ownership of and respect for Board of Directors decisions.

Our Code of Conduct includes a commitment to conduct oneself in a manner that:

• Supports the objectives of the Foundation
• Serves the overall best interest of the Foundation rather than any particular constituency
• Brings credibility and goodwill to the Foundation
• Respects principles of fair play and due process
• Demonstrates respect for individuals and strives to be inclusive in all decision making
• Work to incorporate a variety of community perspectives on culture, diversity, linguistic and lived experiences in executing the Foundation’s business.
• Gives respect and fair consideration to various views
• Demonstrates due diligence and dedication in preparation for and attendance at meetings, special events and in all activities undertaken on behalf of the Foundation
• Ensures that the financial affairs of the Foundation are conducted in a responsible and transparent manner with due regard for their fiduciary responsibilities, confidentiality and public trusteeship
• Avoids real and perceived conflict of interests
• Conforms with bylaws and policies approved by the Board of Directors
• Publicly demonstrates acceptance, respect and support for decisions legitimately taken in transaction of the Foundation’s business.

Individuals are required to sign and date the code of conduct and confidentiality statement upon appointment to the Board of Directors or to a sub-committee or when hired as staff.

This policy is to be reviewed every three years.

ADOPTED at a meeting of the Board of Directors of the Foundation:

DATE: February 8, 2022

SIGNED:

Chair, Shauna Curtin
Secretary, Greg Dewar

This policy is designed to demonstrate the Foundation’s obligation to model high standards of accountability. Respect for confidentiality is the cornerstone of trust and confidence. Confidentiality means that Directors and staff may not relate such matters to anyone including immediate family members. There is an expectation that the duty of confidentiality will be upheld after the Director or staff has left the Foundation.

Board members, non board members on sub-committees and staff will be required:

• to respect the confidentiality of a donor’s name, level of gift and personal circumstances of the donor,
• to hold in strictest confidence all matters dealt with by the Board during meetings and matters related to personnel and property,
• to sign the code of conduct and confidentiality statement upon appointment to the Board of Directors or to a sub-committee or hired as staff to indicate their agreement to the confidentiality policy of the Foundation.

Board members and staff will agree to the oath of office upon joining the Selkirk & District Community Foundation.

The oath of office will include the following:

• exercise powers of the office and fulfill responsibilities in good faith and in the best interests of the Foundation;
• exercise these responsibilities with due diligence, care and skill in a prudent manner;
  respect and support the Foundation’s bylaws, policies, code of conduct and decisions of the Board;
• keep confidential all information learned about donors, grantees, personnel, financial and any other matters specifically determined by Board motion to be matters of confidence including matters dealt with during meetings of the Board;
• conduct self in spirit of collegiality and respect for the collective decisions of the Board and subordinate personal interests to the best interests of the Foundation;
• declare immediately any personal conflict of interest that may come to their attention.

In addition, the oath will also include a statement that the Board Member will resign, or may be asked to resign by the Foundation’s Chairperson, from the office of Board Member, if the oath of office is breached.

The Foundation supports the naming of a fund as anonymous. In all other circumstances the personal and identifying circumstances of a donor will remain confidential. Similarly, the circumstances regarding grant distributions will remain confidential.

Implementation

The code of conduct and confidentiality statement will be signed and dated by the Board Member (s), non-board sub-committee member (s) and staff.

The oath of office by Board Members will be signed and dated by the Board Member (s), non-board sub-committee member (s) and staff.

This policy is to be reviewed every three years.

ADOPTED at a meeting of the Board of Directors of the Foundation:
DATE: February 8, 2022
Chair, Shauna Curtin
Secretary, Greg Dewar

A Statement of Principle

Integrity is a core value of the Selkirk & District Community Foundation and all actions of the Board, management and staff is founded on the principle of ethical community leadership.
 
The Board, management and staff are conscious of the possible or perceived conflict of interest which may arise in the normal course of business or as a result of Board members being connected to charitable organizations which have received or may apply for a grant from the Selkirk & District Community Foundation.
 
At the same time, it is recognized that the process of selection of Board Members inherently involves seeking individuals that are and will continue to be active in the community.
 
Likewise, the Selkirk & District Community Foundation does not desire to deprive other charitable organizations, although they may be prospective applicants, from seeking the involvement and expertise of our Board Members.
 
It is in this context that the following policy is adopted.

Definitions

"Integrity" means conducting all affairs of the Selkirk & District Community Foundation in an honest, forthright and impartial manner and building our community relationships based on respect for the values, perspectives and aspirations of others.

"Conflict of Interest" means a perceived, potential or actual conflict of interest between the unbiased exercise of judgement on behalf of the Selkirk & District Community Foundation by the Board, management or staff and;

• a perceived, potential or actual obligation to a person or organization that might benefit from special consideration related to a grant application; or
• a perceived, potential or actual benefit accruing to an individual, corporation, partnership, other business enterprise or non-profit organization of which the Board or staff member is a volunteer; or
• a person in his or her immediate family who is an officer, director, partner or substantial shareholder of a business or a corporation. Family includes spouse or partner, children, grand-children, siblings (and their immediate families), as well as any member of the extended family living under the same roof.

"No Conflict of Interest" exists where a potential benefit applies to a broader class of people, such as all Directors or all members of a grantee organization. For example:

• a Director is not in a conflict of interest if she/he votes on a question of raising the amount of money available for discretionary grants by Directors.
• a Director is not precluded from voting on a grant application simply because the Director is a member of the applicant organization. However, if the Director is an officer or an employee of an applicant organization, a real or perceived conflict of interest may exist.

Policy Provisions

(1) Obligation to Declare
Upon consideration of any application for funding assistance from an organization with which the Director or staff member is affiliated, that affiliation shall be disclosed. The individual so affiliated shall leave the room during discussions and shall not vote or use personal influence on Board action. The abstention shall be noted in the Minutes.

• It is the responsibility of each Member of the Board to advise the Secretary of the Foundation of any organizations with which the Member or his/her family have affiliation and which have received a grant from the Foundation in the past or might reasonably be expected to apply for a grant in the future.
• To facilitate this process and as a reminder of the policy, the Secretary shall circulate a copy of the Conflict of Interest Policy at the first Board Meeting each year and immediately thereafter to all Directors and staff not in attendance at this meeting.
• It is the responsibility of the Executive Director to ensure that the Board is aware of any potential staff conflicts of interest resulting from a staff member or his/her immediate family having affiliation with an organization which has/ or might receive a grant from the Selkirk & District Community Foundation or might reasonably be expected to apply for a grant in the future.
• No Board Member, Officer or employee shall participate in the decision making process surrounding a grant application where there is a perceived, potential or actual conflict of interest.

9 A Declaration of a Conflict of Interest shall not affect the quorum of the meeting.

(2) Confidentiality of Information
Information about community projects reviewed by the Selkirk & District Community
Foundation is not generally considered to be confidential, but some guidelines do apply:

• It is expected by applicants that information will be used with discretion.
• No information obtained through involvement with the Selkirk & District Community Foundation is to be used for personal gain.
• The Board acts as a whole and positions taken by individual Board Members during deliberations are not disclosed - the privacy of discussion pertaining to Board decisions shall be respected.
• Third party opinions provided with respect to grant applications are treated in confidence.
• Donor requests regarding confidentiality are always respected.

Matters related to personal, litigation and property transactions are considered private.

(3) Full Disclosure
No undisclosed or unrecorded asset or account is to be held or established for any purpose at the Selkirk & District Community Foundation. No false or misleading entries will be made in the books and records of the Foundation for any reason. No payments will be approved or made with the knowledge or intention that any part is to be used for any purpose other than that described in the supporting documentation.

(4) Nepotism
No person who is related to a Member, Director or staff member shall be appointed to staff, awarded a contract or hired on a casual basis without prior specific authority of the Board of Directors. This authority may not be exercised by the Executive Committee on behalf of the Board.

(5) Investment Committee
The Investment Policy shall contain provisions related to conflict of interest and the members of the Investment Committee shall comply with those provisions.

(6) Non Monetary Transactions
No member of the Board or staff of the Selkirk & District Community Foundation shall use for personal gain or advantage the Foundation's facilities, equipment, mailing lists, computer data, employee time or other assets.

(7) Acceptance of Gifts
No Board member, officer, employee or volunteer shall accept Gifts (other than of nominal nature) or use their position at the Selkirk & District Community Foundation to obtain personal gain from those doing or seeking to do business with the Foundation.

(8) Non-Compliance

The President (Chair) and/or the Executive Director shall assess the circumstances surrounding any noncompliance with this policy and shall make a recommendation to the Board of Directors.

(9) Orientation Program
This Conflict of Interest Policy shall form part of the orientation of every Board Member, employee and volunteer of the Selkirk & District Community Foundation.

(10) Public Statement
The Website of the Selkirk & District Community Foundation shall include a brief statement referencing adherence to a written conflict of interest policy.

ADOPTED at a meeting of the Board of Directors of the Foundation:
DATE: Eebruary 8, 2005
Originally Approved: February 8, 2005
Reaffirmed: July 25, 2023

Issued By: Shauna Curtin (Chair)
Monitored By: Greg Dewar (Secretary)

The purpose of the policy is to provide guidelines for the Foundation’s financial accountability to its Directors, donors, volunteers, staff and the community as a whole

The Foundation’s financial affairs will be conducted in a responsible manner, consistent with the ethical obligations of stewardship and the legal requirements of provincial and federal regulators.

Budget

The budget provides the authority for the expenditures necessary for the operational requirements of the Foundation for the operating year. The budget shall be prepared by the Executive Director and Finance Manager. This budget shall be reviewed by the Treasurer and Finance Committee and approved by the Board of Directors.

Financial Statements

Annual financial statements shall be reviewed by the Treasurer and the Finance Committee and accepted by the Board of Directors within six months of the fiscal year end. The financial statements shall be prepared using standard accounting principles for not-for-profit organizations as set forth by the Chartered Professional Accountants of Canada, in all material respects and shall be subject to a limited assurance review or audit by an external accounting firm.

The complete set of financial statements will be posted to the Foundation’s website as soon as possible after acceptance of the statements by the Board of Directors. Paper copies will be made available upon request.

Donations
All donations will be used to support the Foundation’s objectives, as registered with Canada Revenue Agency (CRA), in accordance the Foundation's Gift Acceptance Policy.

All restricted or designated donations shall be used for the purposes of which they are given where possible.

If an alternative use for a donation is necessary due to program or organizational changes, the change will be discussed with the donor or donor’s legal designate, with reference to the fund agreement or relevant correspondence. If the donor is deceased and the Foundation is unable to contact a legal designate, the donation shall be used in a manner that is of similar purpose to the donor’s original intent.

Annual Registered Charity Information Return and Disbursement Quota
The Foundation’s records shall disclose the following information required for this return:
• the total amount of donations and expenses including all administrative expenses,
• the total amount of donations that are receipted for income tax purposes (excluding gifts from other charities),
• the total amount of expenditures on charitable activities, identification of government grants and contributions separately from donations.

The disbursement quota is the minimum amount a registered charity is required to spend each year on its own charitable activities, or on gifts to qualified donees as outlined in the Federal Government Bill C-19 effective January 1, 2023. The disbursement quota calculation is based on the value of a charity's property not used for charitable activities or administration.

If the average value of the Foundation's property not used directly in charitable activities or administration during the 24 months before the beginning of the fiscal period exceeds $1 million, the charity's disbursement quota is 5% of the average value of that property.

The Foundation shall meet or exceed the CRA ‘s requirement for the disbursement quota. When this is not possible, any excess gained in previous years shall be used to meet this requirement. If this is not possible the Foundation will apply to CRA to seek relief.

This policy is to be reviewed every three years.

ADOPTED at a meeting of the Board of Directors of the Foundation:
DATE: January 10, 2023
Chair, David Thorne
Secretary, Greg Dewar

Original Expense Reimbursement Policy was adopted by the Board of Directors on January 21, 2014

The Selkirk & District Community Foundation,

• creates different ways for people to give back to their community,
• connects donors with community wishes and dreams and
• provides grants that touch a lot of people.

Adopted at the January 8, 2019 meeting of the Board of Directors of the Foundation.
SIGNED:
Gord Henrikson - Chair
Michele Polinuk - Secretary

SELKIRK & DISTRICT COMMUNITY FOUNDATION INC.

Non-Board Members Appointed to Serve on Sub-Committees

Overview

The Foundation recognizes and appreciates the value that Non-Board Members add to its Sub-Committees including:

• Providing specific expertise and /or experience,
• Reducing and preventing loss of expertise and/or knowledge as Board Members terms end, and
• Increasing community awareness by expanding the number of community members involved in the work of the Foundation.

Criteria for Selection

When a Sub-Committee Chair determines that their Sub-Committee would benefit from an additional member the following criteria shall be considered:

• The individual has previously agreed to have their name stand as a possible member of the Board through the Nominating Committee process,
• The individual is a former Board Member, and or
• The individual has specific expertise, skill set and/or experience that will add value to the work of the Sub-Committee.

In accordance with the Diversity Equity and Inclusion Policy, the Sub-Committee Chair shall consider the principles of diversity, equity and inclusion when making their recommendation to the Board.

Appointment by the Board

The Sub-Committee Chair upon consideration of the Criteria for Selection shall make a recommendation to the Board of Directors for consideration and approval of a prospective Non-Board Member.

Prior to approving the appointment, the Board of Directors shall ensure that the number of Non-Board Members on the Sub-Committee shall not exceed one third of the total number of Sub-Committee Members.

The appointment shall be reviewed by the Board of Directors during the annual Committee approval process.

The Board of Directors shall ensure that a Non-Board Member does not hold the position of Chair of a Sub-Committee.

Duties and Expectations of the Appointee

Prior to the Non-Board Member’s appointment to the Sub-Committee, the Non-Board Member shall agree to the provisions of the Conflict-of-Interest Policy and shall sign a Letter of Confidentiality.

Once appointed, the Non-Board Member shall be entitled to vote on matters considered by the Sub-Committee.

Attendance at a meeting of the Board of Directors shall be by invitation only.

The appointment shall not be viewed as a guarantee of a future appointment to the Board of Directors.

This policy is to be reviewed every three years.

ADOPTED at a meeting of the Board of Directors of the Foundation: DATE:           March 12, 2024

Chair                                                                            Shauna Curtin

Secretary                                                                      Greg Dewar

Original Non-Board Members on the Sub-Committees was adopted by the Board on April 12, 2011

The purpose of this policy is to provide guidance to the Board of Directors ('the Board') and employees of the Selkirk & District Community Foundation Inc. ('the Foundation') with the development of multi-year strategic planning and an annual operating plan.

Strategic Planning

The Board in collaboration with the Executive Director will establish the Foundation’s overall direction, vision, and objectives through the development and approval of a multi-year strategic plan.

The planning process will commence with a review of the vision statement, mission statement, vital signs report, and all reasonably available information about the region.

The aim of the review, and the subsequent development of the strategic plan will identify ‘key areas’ in which the Board will focus activities of the Foundation, and consider each of the following areas:

• Leading
• Granting
• Communicating
• Building Endowments
• Operating

The Board commits to developing a multi-year strategic plan every four to five years.

Annual Operating Plan

The Board in collaboration with the Executive Director will establish an annual operating plan. The operating plan serves to support and compliment the strategic plan by identifying key objectives. This may include, but not limited to the annual operationalization of:

• Primary Goals
• Committee Responsibilities
• Action Items
• Special Projects

The Operating Plan shall be presented to the Board and approved annually.

Renewal

This policy shall be reviewed every three years. Any additions, deletions, and revisions may be amended by the Board in due course.

ADPOTED at a meeting of the Board of Directors of the Foundation:

            DATE:                                                        September 17, 2024

Chair:                                                                  David Thorne

Secretary:                                                              Bonny Wynnobel

The Selkirk & District Community Foundation (SDCF) Inc. recognizes that risk management is critical to the overall viability of the organization and protection of the organization’s charitable status.
 
The Foundation recognizes that there are elements of risk inherent in all activities undertaken to meet its mission statement, and shall apply a series of management policies, procedures, and practices to the tasks of mitigating and preventing risks and resolving the risks when they occur.

Risk:
Risk can be defined as an event or situation that prevents the Foundation from reaching an objective. The Foundation manages that risk by:

• identifying possible situations or events that could impede or prevent it from achieving its objectives;
• Minimizing the likelihood of occurrences; and
• Reducing the impact if they do occur.

Identification of Risks:

Compliance Risk:
Compliance risk includes statutory reporting, maintenance of adequate records, restrictions on the use of donor funds, and the remittance of payroll deductions. The failure to manage this risk could result in the loss of charitable status.

To manage compliance risk:

• The Treasurer shall report annually to the Board of Directors with a compliance report that confirms:
  • Employee wages and benefits are paid in full to current date
  • Payroll deductions have been remitted
  • GST return has been filed
  • Registered Charity Information Return (T3010) has been filed
  • Manitoba Annual Return of Information has been filed
  • Insurance Policies (if any) are in place
  • Banking and Investment Account signing authorities are current.
  • Year-end financial statements are presented to the board.
• The Board of Directors shall review on a scheduled basis all policies and procedures that guide the work of the Foundation.
• The Board of Directors shall approve all grants awarded following the Foundation's policies to ensure that donated funds are consistent with the donor’s directions.

Reputational Risk:
Reputational risk includes risk of becoming irrelevant, losing support of the community and the failure to respond to socio-economic, demographic and other trends.

To manage reputational risk:

• The Board of Directors shall participate in a strategic planning exercise every five years that culminates in their approval of a formal plan. This plan shall be reviewed by the Board of Directors annually.
• The Executive Director shall prepare an annual operating plan based upon the strategic plan and shall review with the Board of Directors at least once annually.
• All fund agreements or relevant correspondence shall detail the terms and direction for all new funds. Two officers shall sign the fund agreement or relevant correspondence.
• The Board of Directors, staff and volunteers are expected to uphold the Code of Conduct Policy.

Financial Risk:

Financial risk is the possibility of losing money on an investment. As a result of its investment activites, the Foundation is exposed to some degree of financial risk.

To mitigate financial risk:

·       The Asset Management Governance Policy and the Statement of Investment Policy have been implemented by the Board of Directors to ensure that the Foundation’s funds are managed in a prudent manner, taking into account rate of return, risk and the values of the Foundation.

Human Capital Risk:

Human capital risk is the possibility our staff are unable to deliver reports and meet objectives consistent with approved plans. In addition, this risk includes failure to attract knowledgeable staff, Directors and Committee Members.

To mitigate human capital risk:

• Succession planning for our employees shall be prepared by the Human Resource Committee and presented to the Board of Directors as required.
• Human resource practices shall attract qualified people and facilitate employee
• Succession planning for Committee Members shall be reviewed by the Executive
• Seek external expertise when necessary.

Governance Risk:

Governance risk occurs when the Board of Directors exercises insufficient oversight or makes inappropriate or negligent decisions.

To mitigate governance risk:

• By-Law No.1 establishes a Nominations Committee to ensure new Board members have the skills necessary to meet the needs of the Board to offer appropriate oversight.
• Permanent committees shall be maintained to assist with oversight and decision making by reporting regularly to the Board on their respective mandates.
  • Executive Committee
  • Investment Committee
  • Grants Committees
  • Finance Committee
  • Fund Development Committee
  • Human Resource Committee
  • Policy Review and Development Committee
  • Special Events & Communications Committee

Fraud Risk:

Fraud risk is any intentional act committed to secure an unfair or unlawful gain.

To mitigate fraud risk the Board has implemented the Code of Conduct Policy and the Conflict of Interest Policy. Strong internal controls shall be maintained including:

• All cheques and CAFT (direct deposit) payments shall be signed by two Board Members with signing authority.
• The Treasurer shall review the bank reconciliation on a monthly basis.
• All monetary transactions shall involve two employees.

Business Continuity Risk:

Business continuity risk occurs in the event of threats that disrupt operations of the Foundation, including natural disasters, fire, technology disruption, cyber security breaches, pandemic, and data breaches.

To reduce the impact of a business continuity risk:

• The laptop files shall be backed up weekly or as needed by staff and stored in a separate location.
• All new Fund Agreements or relevant correspondence shall be digitized. Existing fund agreements or relevant correspondence shall be digitized as soon as possible.
• Employees have the ability to work offsite.
• Granting information shall be stored using the Foundant Technologies GLM - grant management software.
• Two-factor authentication is an extra layer of cyber security and shall be used to conduct Foundation business.

This policy is to be reviewed every three years.

ADOPTED at a meeting of the Board of Directors of the Foundation:

DATE: February 14, 2023
Chair David Thorne
Secretary Greg Dewar

Original Risk Management Policy was adopted by the Board of Directors on December 9, 2014.

The Board's primary responsibility is to build and ensure sound management of the Foundation. It oversees the Foundation’s management and ensures that the affairs of the Foundation are being conducted in a manner that achieves its strategic and operational plans, consistent with the Foundation’s vision and mission.

The Board consists of nine Directors. Officers are appointed by resolution of the Board at the first meeting of the Board following the annual appointment of new Directors by the Nominating Committee.

ROLE AND RESPONSIBILITIES

The legal authority for Selkirk & District Community Foundation Inc., is its Board of Directors. The Board's Directors are appointed by a committee, known as the Nominating Committee, consisting of the Mayors of the City of Selkirk, the R.M. of St. Clements and the R.M. of St Andrews, the President of the Selkirk and District Chamber of Commerce, the Chair of the Lord Selkirk School Division, the Chair of the Interlake-Eastern Regional Health Authority and the Chair of the Foundation and may include additional members based on the Foundations’ current By-Laws.

The Board's role is of governance; to set policy, to question, analyze and monitor the management of the Foundation's affairs, as opposed to operational management. A Director may assist the Foundation’s staff with some operational functions, in working with the Executive Director.

Responsibilities include:

• Developing and approving strategic plans;
• Ensuring that effective and adequate financial controls are in place to protect invested funds and safeguard donor information;
• Evaluating management's effectiveness in implementing the strategic plan;
• Communicating with stakeholders;
• Ensuring the effectiveness of Board and management;
• Reviewing the necessary information to assess the Foundation's progress toward meeting its goals and objectives;
• Approve the hiring recommendations of Foundation staff;
• Declare conflict of interest and refrain from voting on such issues;
• Attend and prepare for monthly Board meetings;
• Support the vision and mission of the Foundation through donations as appropriate to personal circumstances; and
• Be an advocate for the Foundation.

The Board's Chair is the spokesperson for the Foundation, although the spokesperson role may be delegated, from time to time, to the Executive Director, Vice-Chair, or designated Board Member in the Chair's absence.

All Board Members are expected to serve on one or more of the Foundation’s committees. In most cases, Board Members whose qualifications are appropriately suited to the task, are appointed to a committee. All committees are typically chaired by Board Members. Committee chairs regularly report to the Board of Directors.

Executive Committee: consisting of the Chair, Vice-Chair, Secretary, Treasurer and in working with the Executive Director who may meet at the call of the Chair. Its purpose is to ensure that appropriate actions are being taken to achieve stated objectives consistent with goals and policies established by the Board.

Finance Committee: monitors, evaluates, advises and makes recommendations to the Board concerning financial matters. This includes accounting policies and practices, internal control systems, the operating budget, external audits or reviews, and financial reporting. They work with the Executive Director and financial staff to monitor the finances of the Foundation.

Investment Committee: establishes and monitors investment policies for the Foundation and its managed accounts. Its objective is to obtain the best possible investment returns over the longer term within the Foundation's Investment Policies, while sustaining or increasing capital to compensate for inflation.

Grant Committee: reviews, recommends and distributes grants at least annually as approved by the Board of Directors. These grants are funded primarily from the income earned by the Foundation's permanent endowment funds to registered charities and not-for-profit organizations within the City of Selkirk, the R.M. of St. Andrews and the R.M. of St Clements, Also, recognizing the Western Canada Summer Games Legacy Fund’s catchment involves the four Host Communities (City of Selkirk, R.M. of Gimli, Town of Beausejour and the Town of Stonewall) or within the in the Lord Selkirk School Division’s boundaries.

This committee reviews its granting priorities to ensure the emerging needs and ongoing issues in the community, such as those identified in Vital Signs, are being addressed.

Fund Development Committee: in conjunction with the Executive Director, meet with and inform individuals, organizations or businesses about the Foundation and the power of endowment. These conversations or community presentations may involve how to contribute to the Foundation, create a Fund or introduce different Fund Types. Other conversations may lead to future donations or planned giving approaches.

Communications & Special Events Committee: supports the development of creating community awareness initiatives such as special events, publications, website and social media. These community awareness initiatives are focused on recognizing donors, citizens, grant recipients and in general sharing the Foundation’s good news with the community – near and far.

Policy Review & Development Committee: annually reviews the existing policies of the Foundation. In-depth review of existing policies takes place on a rotating basis every two or three years. The board and/or committee may determine additional policies are required by the Foundation and the committee will draft and prepare the required policies for Board approval.

Human Resources Committee: Review the core competencies of the Foundation’s staff including evaluating position descriptions at the recommendation of the Executive Director and completing research on comparative positions and through non-profit sector reports such as the Community Foundations of Canada – Community Foundation Salary & Benefit Report.
Determine recommendations for the Board on salaries, benefits and recruitment and retention strategies. Consult on human resource issues as required.

QUALIFICATION FOR BOARD MEMBERSHIP

To be considered for an appointment to the Foundation's Board, a person must:

• live in the City of Selkirk, or the R.M. of St. Andrews or the R.M. of St Clements,
• have experience in community or civic engagement and/or be recognized for their special abilities, judgement and expertise in areas of importance to the Foundation,
• be willing to embrace the Foundation's vision and mission of philanthropic leadership and the power of endowment in the community to support its objectives,
• have a reputation within their community and profession that would serve to enhance the public image of the Foundation.

DIRECTOR'S LENGTH OF SERVICE

Board Members are appointed for a three-year term. No member may serve more than two consecutive terms. A person who has served two consecutive terms may be reappointed after one year has elapsed from the time, they ceased to hold office.

This policy is to be reviewed every three years.

ADOPTED at a meeting of the Board of Directors of the Foundation:
DATE June 14, 2022
Chair, Shauna Curtin
Secretary, Greg Dewar

The Officer’s primary responsibility is to ensure sound management of the Foundation. This policy demonstrates the Foundation’s obligation to model high standards of leadership, accountability and protocols.

Officers of the Board

Officers of the Board are considered to be in the service of the Board. Individual officers may not act in place of the Board except when acting together as an Executive Committee in accordance with the Bylaws or as delegated by the Board through Board Policy.

Chair
The Board Chair works closely with the Executive Director in discussing and planning the operations of the Foundation

1. 1. Ensures that the Foundation’s vision and mission statement are reviewed during each strategic planning process.
   2. Ensures that the strategic priorities are monitored on a semi-annual basis.
   3. Provide leadership and direction for the Foundation.
   4. Oversees and chairs Board & Executive meetings.
   5. Oversees asset development activities and ensures Board participation in implementation of annual operating and endowment fund development.
   6. Serves as ex-officio member of all committees.
   7. Works in partnership with the Executive Director to ensure Board motions are implemented.
   8. Calls special meetings if necessary.
   9. Be a signing officer of the Foundation.
   10. Assists the Executive Director in conducting new Board member orientation and preparing agendas for Board meetings.
   11. Act as Chair of the Human Resources Committee, which includes overseeing the search for a new Executive Director as required.
   12. Coordinates annual performance review for Executive Director.
   13. Acts as the official spokesperson for the Foundation.
   14. Periodically consults with Board Members on their roles and help them assess their performance.
   15. Ensures that the Board policies are regularly reviewed.
   16. Represent the Foundation at public events or delegate this responsibility.
   17. Chair the Nomination Meeting, ensuring that it meets at least once a year.
   18.  Other specific duties as directed by the Board.

Vice Chair

1. Understands the responsibilities of the Board Chair and be able to perform these duties in the absence of the Chair.
2. Be a signing office of the Foundation.
3. Carries out special assignments as requested by the Board Chair.
4. A member of the Human Resource Committee.
5. Assists chair with the development and execution of succession plans for Executive Director and Foundation staff.
6. Participates as a vital part of the Board Leadership.

Secretary

1. Review Board minutes prior to distribution.
2. Be a signing officer of the Foundation.
3. Ensures that all Board records are maintained, accurate and secure.
4. Ensures the provision of adequate Board meetings and/or committee meetings, when such notice is required.
5. Assumes responsibilities of the Chair in the absence of the Chair and Vice Chair.
6. Carries out special assignments as requested by the Board Chair.

Treasurer

1. Understands financial accounting for non-profit organizations, in conjunction with the Finance Manager and/or accounting firm performing annual review.
2. Serves as Financial officer of the organization.
3. Acts as the Chair of the Finance Committee.
4. Works with the Executive Director and Finance Manager to ensure that appropriate financial reports are made available to the Board on a timely basis.
5. Ensures effect financial and risk management controls and policies re in place, with controls reviewed on an annual basis.
6. Maintains a deep knowledge of the organization and the financial aspects related to the Foundation.
7. Ensures an annual meeting is held with the finance Committee to review statements and management letter for presentation to the Board.
8. Oversees the preparation of the annual budget and presents the budget to the Board for approval in a timely manner.
9. Ensures that the necessary information and accounting systems are in place to assess the Foundation’s progress towards meeting its objectives.
10. In conjunction with the Executive Director, oversees all financial responsibilities of the Finance Manager.
11. Assumes responsibilities o the Chair in the absence of the Chair, Vice Chair and Secretary.
12. Be a signing officer of the Foundation.
13. Be a member of the Investment Committee.
14. Carries out special assignments as requested by the Board Chair.

This policy is to be reviewed every three years.

ADOPTED at a meeting of the Board of Directors of the Foundation
DATE: June 14, 2022
Chair, Shauna Curtin
Secretary, Greg Dewar

Original Roles of Officers of the Board was adopted by the board on April 12, 2011.

The Selkirk & District Community Foundation strives to make our communities of the City of Selkirk, the R.M. of St. Andrews and R.M. of St. Clements a vital place to live, work and play, for all. This vision ensures that the SDCF is “Here for Good”.

Adopted at the January 8, 2019 meeting of the Board of Directors of the Foundation.
SIGNED:
Gord Henrikson, Chair
Michele Polinuk – Secretary

SELKIRK & DISTRICT COMMUNITY FOUNDATION INC.

Procurement of Goods and Services Policy

The objective of this policy is to ensure that goods and services are acquired in an economic, environmentally friendly and efficient manner through a procurement process that is transparent.

Conflicts of interest and favouritism, both real and perceived shall be avoided.  Opportunities to supply goods and services to the Foundation shall be offered to varied businesses and organizations in the community, when feasible.

Based on value, goods and services shall be procured after careful consideration of the Foundation’s requirements and a combination of all relevant factors including:

• experience
• reliability
• price
• quality
• timeliness
• customer service

Procurement and Approval Process

Any purchase that would result in a significant variance in spending within a budget line item, in the opinion of the Finance Manager, shall be approved by the Finance Committee prior to procurement.

Contracts for goods or services with an aggregate value between $5,000 and $ 20,000 may be sole or single sourced and shall be approved by the Finance Committee prior to procurement.

Contracts for goods or services with an aggregate value greater than $ 20,000 shall be approved by the Board of Directors prior to procurement.  At least three detailed quotes shall be obtained unless fewer than three are received by the submission deadline. The Executive Director, or designate, shall provide an evaluation of the quotes to the Finance Committee and recommendation to the Board of Directors.

This policy is to be reviewed every three years.

ADOPTED at a meeting of the Board of Directors of the Foundation: Date:           October 10, 2023

Chair                                                                  

Secretary                                                           

October 2023                               Procurement of Goods and Services Policy                                     Page 1 of 1

SELKIRK & DISTRICT COMMUNITY FOUNDATION INC.

Diversity Equity and Inclusion Policy

The Foundation is committed to the principles of diversity, equity and inclusion.  The Foundation serves all members of the community and strives to respect all cultural characteristics including but not limited to ethnicity, abilities, language, belief systems, gender and sexual orientation.

Diversity is the practice or quality of including or involving people from a range of different social and ethnic backgrounds, abilities, belief systems, genders and sexual orientation. It embraces each individual’s unique perspective and capacity.

Equity is the practice of tailoring tools and resources to meet the unique needs of each individual so everyone has the opportunity to contribute to their full potential.

Inclusion is the practice of creating a sense of belonging, where each individual is valued, each one’s ideas are heard, and everyone advances this culture for everyone.

Responsibilities

Board Members, Non-Board Members appointed to serve on Sub-Committees and staff shall continuously strive to ensure that the Foundation’s culture is welcoming and inclusive by regularly evaluating their current practices so that diversity, equity and inclusivity are supported proactively.

Processes and policies shall be reviewed to ensure that bias/discriminatory practices are not present.  Language in formal documents shall be inclusive and shall demonstrate awareness of the principles of diversity, equity and inclusion.

Board Members, Non-Board Members appointed to serve on Sub-Committees and staff shall participate in an annual training and awareness event to learn to recognize unconscious bias and to ensure they have the skills to support the development and maintenance of a diverse, equitable and inclusive organization.

Granting shall continue to be based on a well-documented process that responds to a broad range of issues across the community including considerations of increasing and improving equity and inclusion in the community.

This policy shall be made widely known in the community through the Foundation’s website and in formal and informal communication.  Board Members, Non-Board Members appointed to serve on Sub-Committees, and staff shall actively support these principles through community engagement.

Consideration shall be given to the principles of diversity, equity and inclusion in the appointment of individuals to the Board. A copy of this policy shall be provided to the Nominating Committee on an annual basis.

Consideration shall be given to these principles in the hiring of staff and the appointment of Non-Board Members to sub-committees.

The Chair shall report annually to the Board of Directors on the Foundation’s progress in achieving these goals.

This policy is to be reviewed every three years.

ADOPTED at a meeting of the Board of Directors of the Foundation: DATE:           March 12, 2024

Chair                                                                            Shauna Curtin

Secretary                                                                      Greg Dewar