Board of Directors

Board Responsibilities / Accountabilities

• Approves Lighthouse Festival Theatre Corporation (LF) vision and mission statements
• Governs LF by establishing By laws, broad policies and objectives
• Selects, evaluates and governs the work of the Executive Director (ED) and Artistic Director (AD)
• Ensures a succession plan is in place for the ED and AD
• In concert with senior staff develops LF’s strategic plan
• Reviews and approves financial objectives, plans and actions
• Reviews and approves material transactions. Monitors LF’s performance against the strategic plan, business plan and budget including overseeing the operating results on a regular basis to evaluate whether LF is being properly managed
• Ensures ethical behaviour and compliance with laws and regulations, auditing and accounting principles and LF’s own governing documents
• Assess its own effectiveness in fulfilling its responsibilities;
• Performs such other functions as are prescribed by law, or assigned to the board in LF’s governing documents.

Requirements of a Board Member

• Commits to the work of LF
• Maintains confidentiality and acts with integrity
• Works constructively as a member of the team
• Commits time to homework and the research required to make a meaningful contribution
• Attends and actively participates in the following:
  • Board meetings – minimum of 60% of scheduled meetings a year
  • Assigned board committees
  • Annual General Meeting
  • Special events
  • Fund development events
  • Board training sessions
  • Agreement to the Code of Conduct of Directors of LF

Term of Board Members

Members joining the Board are asked to commit to an initial three-year term. After that period, the director may apply to be elected for two further consecutive three-year terms for a maximum of nine years. Under exceptional circumstances and at the discretion of the Board, an extension to this term may be approved. After serving on the Board and taking a hiatus of three years, a member may re-apply to be a Member of the Board. This policy does not supersede a request for leave of absence. Board members named before the term limit was introduced are exempt from the maximum number of years set out under the term limits, subject to further decision of the board.Members joining the Board are asked to commit to an initial three-year term. After that period, the director may apply to be elected for two further consecutive three-year terms for a maximum of nine years. Under exceptional circumstances and at the discretion of the Board, an extension to this term may be approved. After serving on the Board and taking a hiatus of three years, a member may re-apply to be a Member of the Board. This policy does not supersede a request for leave of absence. Board members named before the term limit was introduced are exempt from the maximum number of years set out under the term limits, subject to further decision of the board.

Lighthouse Festival Theatre Corporation Board of Directors Code of Conduct

Goal

To establish a set of principles and practices for the Lighthouse Festival (LF) Board of Directors that will set parameters and provide guidance and direction for board conduct and decision-making.

Code

Members of the LF Board of Directors are committed to observing and promoting the highest standards of ethical conduct in the performance of their responsibilities on the LF Board. Board members pledge to accept this code as their guideline for ethical conduct. Failure to abide by this code may result in termination of the Director’s term of office as per LF By-Laws.

Accountability

1. Faithfully abide by the Articles of Incorporation, by-laws and policies of LF.
2. Exercise reasonable care, good faith and due diligence in organizational affairs.
3. Fully disclose, at the earliest opportunity, information that may result in a perceived or actual conflict of interest.
4. Fully disclose, at the earliest opportunity, information of fact that would have significance in board decision making.
5. Remain accountable for prudent fiscal management.

Professionalism

6. Maintain a professional level of courtesy, respect and objectivity in all LF activities.
7. Refrain from giving direction, as an individual board member, to staff unless previously authorized by the board to do so.
8. Exercise the powers invested for the good of the organization rather than for direct personal benefit or for that of a third party.

Confidential Information

9. Respect the confidentiality of sensitive information known due to board service.

Collaboration and Cooperation

10. Respect the diversity of opinions as expressed or acted upon by the LF board and committees and formally register dissent as appropriate.
11. The board should communicate with one voice. Do not disclose or discuss differences of opinion on the board with those who are not on the board or discuss board business other than at board or committee meetings.

Approved July 18, 2019