The Board of Directors
All new and renewing Directors:
- Agree to abide by the Directors' Code of Conduct
- Sign a confidentiality agreement
- Disclose all conflicts of interest
These documents are stored with the corporate records and are available for inspection by any Member.
Role of Directors
The directors of the board manage the affairs of the organization and to apply the Bylaws of DMG. They also have a duty to:
- Be aware of and comply with all applicable government legislation and statutes, including the Corporations Act (ONCA), The Income Tax Act, Employment Insurance Act, Employment Standards Act, Occupational Health & Safety Act
- Learn and understand how DMG operates and become familiar with its Bylaws, procedures, operations and activities
- Act responsibly, in good faith and in the best interest DMG, exercising the care, diligence and skill of a reasonably prudent person in exercising powers and performing the duties of a Director
- Act cautiously and anticipate possible consequences of any course of action that the Board may choose to undertake.
Keep all sensitive (financial, personal, etc.) information in your custody or control by virtue of your position as a Director between you and your fellow Directors
Be diligent and proactive
Always act in the best interest of DMG and become as reasonably informed as possible with all aspects of its operations.
- Review the agenda and supporting material in advance of each meeting
- Regularly attend meetings of the Board and committees to which the Director is appointed
- Vote on matters that come before the Board
Avoid conflict of interest
Act at all times in the best interest of and in accordance with the Conflict of Interest Policy
Board Member Code of Conduct
The Board is committed to effective decision-making and speaking with one voice. Towards this end board members:
- Reflect their understanding of member and stakeholder interests
- Represent one’s own view as an individual view
- Build on other’s ideas and offer alternative points of view
- Endeavour in good faith to reach consensus
- Once made, support and defend board decisions
Authority, Confidentiality and External Communication
The Board is committed to clear, unified and uncompromising communication with staff, stakeholders and members of the public. Toward this end, board members must:
- Not disclose or discuss differences of opinion on the board outside of board meetings
- Help create a culture of confidentiality within the organization
- Refrain from speaking for the organization unless authorized to do so
- Honor all contractual obligations and organizational commitments
- Base decisions in the best interests of the organization and disclose any relationship that might be viewed as a conflict of interest (see Conflict of Interest Policy)
Internal Communication and Values
The Board is committed to building relationships built on trust with members, staff, directors and volunteers. Towards this end board members must:
- Maintain trust through ongoing transparent communication
- Share credit for the work of the organization with collaborators and contributors
- Support the community agenda over individual agendas
- Encourage conversations that build deep understanding of all perspectives, so we can learn together
- Actively support the prevention of discrimination and harassment within the organization
- Support programming that reflects the diverse social and cultural fabric of artistic communities in which we operate
- Treat other directors, staff, members and the public with respect and trust, always demonstrating our values
As a not-for-profit corporation governed by the NFP Act (and not a registered charity), any DMG director, officer or member may receive reasonable remuneration and expenses for any services to the corporation that are performed in any other capacity (e.g., in the capacity of a consultant to DMG). The board may, from time to time, establish an annual remuneration cap for individual directors.
The Board of Directors is collectively accountable to Members, the broader DMG and Toronto media arts and video game arts communities, neighborhood residents, funders and stakeholders.
This accountability supersedes any conflicting loyalty to advocacy groups, interest groups, sponsors or private donors.
Board members are accountable to the Board.
The Board is responsible for its own operations. In accordance with this policy the Board monitors and evaluates its own performance on an ongoing basis and at least once per year, conducts a formal self-evaluation.