Kawartha Innovation Centre Board of Management (KICBM)
Terms of Reference
Mission
Kawartha Innovation Centre Board of Management is a volunteer committee appointed by City Council. KICBM will guide the operations of the Kawartha Innovation Centre such that it will be an efficient and effective operation.
Background
Work related to the establishment of the Kawartha Innovation Centre commenced as early as 2000. KICBM was officially established by the Corporation of the City of Kawartha Lakes on June 2004.
Objectives
KICBM shall be responsible for overseeing the Kawartha Innovation Center’s business plan, its development, and operations to financial break-even.
The Board of Management will abide by any terms and conditions which may be set out by the City’s Council, CAO, Clerk, Solicitor, Auditor, and/or Insurer for any activities relating to the Board’s business.
Composition
The Board of Management’s composition may vary from time to time, but shall consist of a minimum of 7 members consisting of: 4 members of the public, the Manager of Economic Development, and 2 Council representatives, to a maximum of 11 members consisting of: 8 members of the public, the Manager of Economic Development and 2 Council representatives. Board members will be appointed by Council in accordance with established policy and will include representation from major sponsors and by sectors of the City’s economy: business, finance, education and services. The Mayor shall be an ex-officio member.
The Board shall appoint such executive positions as it deems necessary to ensure its operations, but shall include as a minimum a Chair and Vice-Chair. It is acknowledged that there are no per diems for any Board positions and it is acknowledged that none of the above positions shall be paid for their services.
Terms Of Appointment
Members, excepting major sponsors whose length of term will correspond to their length of sponsorship, will be appointed to varying terms to a maximum of a three year term. An equal number of appointees will be for a one year term and two year term with the balance appointed to a three year term for the first appointees. Successive appointments will be for a three year term to ensure knowledge succession and that there be no complete turnover of membership in any given year.
Resources
Economic Development will provide support in the form of advice, day-to-day liaison with the City, tenant/client recruitment, updates on program and promotional ideas and assistance in implementing KIC’s business plan to the degree resources are available. Economic Development will be responsible for budgetary expenditures and will assist in the preparation and submission of budget requests/grant submissions if needed.
Staff Assigned
Staff from Economic Development will be available to assist the Board as outlined under “Resources”.
Timing Of Meetings
Meetings will be held on a set day and time as may be determined by the Board or at the call of the Chair.
Reports
The Board of Management shall report to Council a minimum of 2 times per year.
Administration
Any responsibilities not clearly identified within these Terms of Reference shall be the responsibility of the City of Kawartha Lakes. Council may, at its discretion, change the Terms of Reference for this Board at any time. Any changes proposed to these Terms of Reference by the Board shall be recommended to Council through a report to the appropriate Committee of Council.
Appointment Of Officers
The Kawartha Innovation Centre Board of Management shall, at its first meeting in each year, elect from its membership that are not direct financial contributors, a chairperson and a vice-chairperson. The Manager of Economic Development, or his designate, shall be the Executive Director/Secretary of the Board.
Meetings
The Chair shall cause notice of the meetings, including the agenda for the meetings, to be provided to members of the Board a minimum of three (3) business days prior to the date of each meeting. Quorum for meetings shall consist of a majority of the members of the Board
Procedures
Meetings of the Board shall be governed by Robert’s Rules of Order, Procedural By-law and Legislation.
Closed Meetings
The Board may, upon affirmative vote of the majority of its members present at a meeting, determine to hold any meeting or part of a meeting as a closed session in order to discuss sensitive personal issues or legal matters. If the Board elects to hold a closed session, all persons not entitled to vote (with the exception of the staff liaison, if any, and all persons excepted by the members) shall vacate the premises where the meeting is taking place. Closed meetings can only be held in accordance with Section 239 of the Municipal Act.
Conflicts Of Interest
Members shall abide by the rules outlined within the municipal Conflict of Interest Act and shall disclose the pecuniary interest to the Secretary and absent himself or herself from meetings for the duration of the discussion and voting (if any) with respect to that matter.
Errors/Omissions
The accidental omission to give notice of any meeting of the Board to its members, or the non-receipt of any notice by any member, or any error in any notice that does not affect its substance, does not invalidate any resolution passed or any proceedings taken at the meeting. Any member of the Board may at any time waive notice of any meeting.
Meeting Attendance
Any member of the Board who misses three consecutive meetings, without being excused by the Board, may be removed from the Board. The Board must make recommendations, by a report to Council for the removal of any member.
Location Of Meetings
The location of the meetings will be set by the Board.
Budget
The Board of Management in cooperation with the Manager of Economic Development will be responsible for the Kawartha Innovation Centre budget.
Volunteer Positions
Unless approved by Council, as part of the Terms of Reference or establishing by-law, all board members are considered volunteer positions. Mileage costs and other minor expenses related to board activities may be eligible for reimbursement subject to budget approvals by Council.
Activities And Responsibilities
Without limiting the generality of the foregoing, the Board shall:
- Take a lead role in the strategic and operational management of the Kawartha Innovation Centre including: real estate (lease administration and building maintenance, marketing, finance, tenant relations (eligibility, selection, and monitoring) and public relations.
- Provide an annual report to Council and the community.
- Promote the development and growth of the Kawartha Innovation Centre so that the
community will realize a return on its investment in the form of new jobs, diversification of its
economic base, and new opportunities for investment. - The Board may establish “special task forces or sub-committee” to investigate certain
matters or to undertake special tasks or projects. The Board may appoint volunteers to
serve on these task forces or committee;
Dissolution
At the discretion of Council or upon the mandate of the Board being fulfilled, the Board may be dissolved by resolution of Council.
Expulsion Of A Member
The Board may recommend to Council the expulsion of a member for reasons as listed, but not limited to, the member being in contravention of the Municipal Act, the Municipal Freedom of Information and Protection of Privacy Act, the Provincial Offences Act, the Municipal Conflict of Interest Act; disrupting the work of the Board/Committee or other legal issues.
