Travel Media Association of Canada
Mandate of the Board of Directors

(Effective Accepted on March 16, 2022)

The board of directors of the Travel Media Association of Canada (Board) has the oversight responsibilities and duties described below.

Composition


The Board will be composed of between five and 15 Directors, as annually determined by the Board. The Board will use its best efforts to find at least one suitable nominee from regions across Canada.

The Board will use its best efforts to ensure that the Board is composed of Directors who collectively have the skills and abilities necessary to fulfill the duties of the Board and can ensure the Board is capable of meeting its responsibilities to the TMAC membership and other stakeholders.

Except as may be provided for in the by-laws, Directors will be elected at the annual meeting of members each year and will serve until their successors are duly appointed or elected.

Responsibility and Accountability


The Board is responsible for:
(i) The Board is accountable to the membership of TMAC and to executing the Association’s Bylaws.
(ii) Executing leadership as per the Board of Directors Code of Conduct.

Specific Duties


Leadership

1. Provide leadership and vision in the development of TMAC and its members as outlined in the Bylaws and Code Of Conduct.
2. Develop and implement the mission statement, principles, values and strategic plan of TMAC.
3. To provide its membership with access to education, knowledge, tools and opportunities to develop the skills and expertise in their roles
4. Provide overall leadership to enhance the effectiveness of the Board and individual directors and assist them to carry out their duties and responsibilities effectively.
5. Lead the Board in monitoring and evaluating the performance of service providers.
6. Provide advice, counsel and mentorship to service providers.
7. Ensure that the responsibilities of the Board and individual Directors, as set out in the Mandates or Position Descriptions, are well understood by the Board and individual Directors and such mandates are monitored and executed effectively.

Strategy

8. Annually review and approve a strategic plan for TMAC including opportunities and risks to TMAC.
9. Monitor the performance of TMAC in reference to the approved current strategic plan.

Governance

10. Oversee all aspects of Board direction and administration, managing the Board as
a cohesive team and building a healthy governance culture and, together with the Board, be accountable for TMAC’s governance practices.
11. Foster ethical and responsible decision making by the Board as per the Board of Director Code of Conduct.
12. Oversee all service providers including assisting with defining risks,
reviewing strategy, maintaining accountability, building relationships and
communicating concerns of the Board to service providers.

Service Providers (Contractors or Employees)

13. Select and appoint, and, if necessary, terminate service providers.
14. Receive, evaluate and approve employment terms and compensation of service providers.
15. Determine and convey the objectives of the service providers annually.
16. Discuss and approve interim initiatives of the service providers.
17. Annually evaluate the success of the service providers compared with the predetermined objectives and interim initiatives approved by the Board.
18. Become familiar with the service provider and their roles.
19. Be available to the service providers and the Board as a resource and use their abilities, knowledge and experience for the benefit of TMAC.

Conference

20. Board members are expected to attend the annual National Conference and take on key leadership roles and responsibilities for the duration of the conference. Doing so makes board members eligible to submit expenses for reimbursement as the board may determine from time to time. Conference registration fees will be waived for Board members attending.
 

Travel Media Association of Canada (TMAC)
Executive & Board Position Descriptions

Position Description: PRESIDENT

Responsibility
The President provides effective leadership to the Board to foster ethical and responsible decision-making, appropriate oversight of management and good governance practices within TMAC and its membership; and is responsible for the establishment and maintenance of effective relationships with TMAC stakeholders.

Specific Duties

Governance

  1. Oversee all aspects of Board direction and administration, managing the Board as a cohesive team and building a healthy governance culture and, together with the Board, be accountable for TMAC’s governance practices.
  2. Foster ethical and responsible decision making by the Board.
  3. Act as the principal sounding board and the Board’s advisor to the Management Services Provider (Management) including assisting with defining risks, reviewing strategy, maintaining accountability, building relationships and communicating concerns of the Board to Management.

Leadership

  1. Provide overall leadership to enhance the effectiveness of the Board and individual directors and assist them to carry out their duties and responsibilities effectively.
  2. Lead the Board in monitoring and evaluating the performance of Management.
  3. Provide advice, counsel and mentorship to Management.
  4. Ensure that the responsibilities of the Board and individual Directors, as set out in the Mandates or Position Descriptions, are well understood by the Board and individual Directors and such mandates are monitored and executed effectively.
     

Board Meetings

  1. National Committee and Chapter Board Chair's report to the President
  2. Ensure that the Board meets at least ten times annually and as otherwise may be required to carry out the duties of the Board effectively and that meetings are conducted in an efficient and focused manner.
  3. With other Directors, the Secretary, Management and other external advisors, as appropriate, establish the agenda for each Board meeting, including the annual Strategy Meeting.
  4. Provide strong leadership to the Board and assist the Board in reviewing and monitoring the strategy and direction of TMAC.
  5. Assist other Directors to bring important issues forward to the Board for consideration and resolution.
  6. Chair all Board Meetings or appoint a Chair in their absence.
  7. Where Board functions have been delegated to committees, ensure that results are reported to the Board.
  8. Be entitled to attend and serve ex officio as a voting member on all Committee Meetings.
  9. Ensure that all business required to come before the Board is brought to a meeting in a timely manner and that the Board is provided with sufficient information to enable the Board to make decisions as required. Ensure that all business set out in the agendas of Board meetings is discussed and, where required, brought to resolution.
  10. Ensure sufficient time during Board meetings to fully discuss agenda items. Facilitate deliberations of the Board in a manner that encourages Directors to ask questions and express viewpoints during meetings. Deal effectively with dissent and work constructively towards arriving at decisions and achieving consensus.
  11. Ensure that the Board meets in separate, non-management, in camera sessions.
  12. Be the contact for individual Directors to express concerns.
  13. Be available to assist committee chairs in addressing concerns and carrying out their responsibilities.
  14. Perform such other duties as may be reasonably assigned to the President by the Board from time to time or as may be required by applicable legislation.
  15. Review and assess the adequacy of the President Position Description annually and recommend any proposed changes to the Board for approval.
  16. May Chair at least one National Committee, but is not required to.  
     

Member Meetings

  1. Ensure that TMAC members (Members) meet at least annually or as may be necessary to conduct the business of TMAC or as required by legislation and, except as otherwise authorized by the By-Laws, chair all Member meetings.
  2. Ensure that all business set out in the agenda of each Member meeting is discussed and, where required, brought to resolution.
     

Board / Service Provider Relationships

  1. Ensure that the duties and responsibilities of the Board and Service Providers are clearly understood and respected and that relationships between the Board and Service Providers are conducted in a professional and constructive manner.
  2. Facilitate effective communication between Directors and Service Providers, both inside and outside of Board meetings.
     

Director Recruitment, Orientation, Retention and Evaluation

  1. Actively participate in the recruitment, evaluation and retention of Directors.
  2. Support the orientation of new Directors.
     

Benefits

  • Annual Honorarium per year as determined by the Board of Directors
  • Membership dues waived
  • Re-qualification waived during term(s) of service
  • Ten volunteer points towards re-qualification
     

Position Description: VICE‐PRESIDENT

  • Elected by the membership
  • Serves as a Vice‐President and Director for a two‐year term
  • Executes the leadership responsibilities as outlined in the Directors Code of Conduct.
  • Keeps abreast of all ongoing items
  • Serves on committees set up by the TMAC Board, as required
  • Attends all National Board meetings
  • In the absence or disability of the President, perform the duties and exercises the powers of the President
  • Any other duties as shall from time to time be imposed upon him/her by the TMAC Board
  • Board Liaison and/or Chair at least one National Committee
  • Familiarizes themself with all the duties of President, and assumes that role of President when the current President completes their duties.
     

Benefits

  • Membership dues waived
  • Eight volunteer points towards re-qualification
     

Position Description: SECRETARY

  • Selected by the Board of Directors
  • Serves as a Director and Signing Officer for a two‐year term
  • Executes the leadership responsibilities as outlined in the Directors Code of Conduct.
  • Appointed as an Officer by the Board
  • Maintains the Minute Book of National Board of Directors' meetings
  • Attends all National Board Meetings and prepares minutes of all discussions held.
  • Is the lead Coordinator and Facilitator for the AGM
  • Acts as Nominations and Returning Officer for the annual elections
  • Ensures democratic process of National Board meetings by implementation of Robert's Rules
  • Notifies all Board members of meetings, dates, and locations
  • Attends all National Board meetings
  • Chairs or Co-Chairs at least one National Committee.
     

Benefits

  • Membership dues waived
  • Eight volunteer points earned towards re-qualification (for Media)


Position Description: TREASURER

  • Selected by the Board of Directors
  • Serves as a Director and Signing Officer for a two‐year term
  • Executes the leadership responsibilities as outlined in the Directors Code of Conduct.
  • Appointed as an Officer by the board
  • Works with President and Executive Director to oversee all revenues and expenditures
  • Produces quarterly reports for the National board and all members
  • Chairs the Finance Committee and develops an annual budget to present to the National Board
  • Presents the Audited Financial statements at the Annual General Meeting
  • Attends all National Board meetings
     

Benefits

  • Membership dues waived
  • Eight volunteer points towards re-qualification
     

Position Description: DIRECTORS AT LARGE

  • Elected by the membership for a two‐year term
  • Executes the leadership responsibilities as outlined in the Directors Code of Conduct.
  • Attend all National Board meetings
  • Chairs at least one National Committee
  • Responsible for executing leadership of the National Committee as outlined in the Committee Description.
  • Responsible for executing the strategic plan for the National Committee they are leading.
     

Benefits

  • Membership dues waived
  • Seven volunteer points towards re-qualification