OSCA Operations Committee
Terms of Reference
March 2020
Type:
The Operations committee is an oversight committee and Standing Committee of the Board.
Role/Mandate:
The OSCA Operations Committee acts in an operational governing capacity for the OSCA Board of Directors, and is responsible for:
- Providing oversight of OSCA’s daily operational activities;
- Longer range business planning; and
- Overall operational risk reduction
For this purpose, operational activities include: program planning and execution, events, client services and standards, IT, facility maintenance, health and safety, City of Ottawa program delivery agreement and other aspects of operations that are part of the daily work of the organization. The Operational Committee’s mandate is to make recommendations to the OSCA Board on issues related to OSCA operations. The Operations Committee is not mandated to oversee financial management, external communications or human resources, but may make recommendations to the relevant authorities in these areas.
Authority for the operations of OSCA has been delegated to the Executive Director. In this regard, the Committee’s role is to clarify the delegation of that authority, enable the ED to exercise the authority, provide advice and counsel to the ED on any operational decisions where that advice would be helpful and to otherwise support the ED.
In addition, the Committee may take on specific tasks related to programs and operations that are beyond the scope of the ED’s delegated authority, for example, the planning and execution of special community events, consultations or other special projects.
Goals:
In general, the Operations Committee’s prime goal is to ensure that OSCA operations are in compliance with the strategic direction provided by the Board and with the Board-approved business plan. The Operations Committee also has the goal of reducing the time required at Board Meetings for the discussion of operational issues.
Objectives:
The Operations Committee has the following objectives:
- Develop, recommend and maintain, in cooperation with other committees and the ED, a rolling, Board-approved, 3 and 5 year Business Plan that will assist the Board in developing and approving the annual budget and fundraising targets;
- Develop and recommend major initiatives to the Board for inclusion in the Business Plan;
- Execute work, as approved by the Board, on any major initiative;
- Provide a report to the Board annually on the oversight of operations of the organization;
- In cooperation with the ED and other Committees, provide advice to the ED and recommendations to the Board on risk reduction in relation to OSCA operations; and
- Take on any other objective assigned by the Board.
Composition:
The Operations Committee will be comprised of three members of the Board and two or more members of the Association. Ex officio members include the ED, the Programs Director and any other members of the staff as appropriate. In camera sessions will not include the ED or other staff.
Quorum will be a minimum of two Board members and one member of the Association.
Meetings & Schedule:
The Operations Committee will meet once a month, reporting to the Board at the next Board meeting if required. Typically, this will be the second Tuesday of the month.
Notes and minutes of the meetings will be kept and made available to the Board.
Authority & Decision Making:
The Operations Committee is authorized to decide on and provide advice to the ED, but should do so in consultation with other Committees, Board Members or community members where appropriate.
The Committee’s other activities and work must be recommended to, and approved by, the Board.
The Operations Committee must work within the Board approved budget and any limits imposed by the budget on the Committee. The ED has authority over all financial expenditures within the approved budget and must authorize Committee expenditures.
While operations are overreaching, the Operations Committee does not have the authority to communicate broadly outside the organization or Board with the community at large or with external stakeholders. Such communications should be coordinated and approved by the Communications Committee. This communication limitation is not intended to restrict communication between the Committee and individuals, but rather to ensure consistent branding and protection of reputation.
In the event that consensus cannot be reached on a particular decision, a vote will be taken with each Committee Member having one vote. Votes may be cast by email if quorum at a meeting is not met.
The Committee may hold in camera meetings where the ED and OSCA staff are not present.
Reporting:
The Operations committee is accountable to the Board and will report formally to the Board twice yearly, once to deliver the updated Business Plan and once on the state of Operations, and informally at regular Board meetings as required.
Date of last review: May 2020
Date of next review: March 2021
