Don't lose your benefits. Renew now.
Skip to main content
Français
Become a Member
Canadian Bar Association Logo
search
menu

CBA Director Roles and Responsibilities Policy

Effective Date: June 5, 2026

This document serves as a companion to the Terms of Reference of the Board of Directors (the “Board”) of the Canadian Bar Association (the “CBA”). It outlines the expectations and responsibilities for individual Directors to ensure the Board effectively fulfills its role in providing oversight, governance, and stewardship for the CBA.

1. Fiduciary Duties

Directors hold a position of trust and must act in the best interests of the CBA as a whole in a manner that supports its objectives as outlined in the CBA’s Act of Incorporation, By-Laws, Regulations and policies. As fiduciaries, Directors are expected to:

  1. Duty of Loyalty: Act honestly and in good faith with a view to the best interests of the CBA as a whole, and may consider the interests of members and other stakeholders in doing so, provided that member and stakeholder interests do not override the Director's duty to the Association as a whole.
  2. Duty of Care: Exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. Directors should see that the CBA operates in a compliant and ethical manner.
  3. Conflicts of Interest: Adhere to the CBA’s Conflict of Interest Policy to avoid situations where personal interests could conflict with their fiduciary duties to the CBA.
  4. Confidentiality: Protect the confidentiality of Board discussions and all non-public CBA information, including financial records, staff compensation, personal information of staff and members, and strategic plans, until such information is officially disclosed to members. Directors should not record, broadcast, post to social media, or otherwise publish information shared or discussed at Board or committee meetings.

2. Professionalism, Integrity, and Compliance

Directors must uphold the CBA’s standards for integrity, professionalism, and compliance, as adherence to these principles sustains member confidence in the CBA’s governance framework. In that regard, Directors are expected to:

  1. Principles of Conduct: Comply with the CBA’s Principles of Conduct.
  2. Gifts and Hospitality: Exercise good judgment and integrity when offered gifts or hospitality related to their service on the Board. Directors may accept only modest tokens of appreciation or hospitality that are customary and not intended to influence decision-making or create a sense of obligation. Any gift or hospitality that could reasonably be perceived as an attempt to influence Board actions, or that exceeds nominal value, must be declined or reported to the Secretary for guidance. Directors are expected to fully disclose any offers or acceptance of gifts or hospitality that may present a potential or perceived conflict of interest.

3. Meeting Preparation and Participation

To provide effective oversight of the CBA’s business and affairs, Directors must be fully engaged in the Board’s decision-making processes. Directors are expected to demonstrate the following in preparation for Board and Committee meetings:

  1. Meeting Readiness: Thoroughly review all materials circulated prior to meetings, including the minutes of the previous meeting. Minutes must be reviewed for accuracy, and any corrections or omissions should be reported to the Secretary before approval.
  2. Attendance: Attend all Board meetings and any assigned Committee meetings on a regular basis. Regrets should be provided to the Secretary in advance of any scheduled meetings.
  3. Informed Contributions: Actively participate in meetings by providing meaningful input, engaging in discussions, and asking questions.
  4. Decision-making: Decisions on major actions or material items require formal Board approval. Decisions are typically made by majority a vote during Board meetings, with each Director having one vote. Proxy Voting is not permitted.
  5. Deliberation and Voting: A decision is approved by a majority of directors present at the meeting voting in favour of the matter.  Constructive discussion, strategic questions and diverse perspectives are encouraged as part of directors’ deliberations. Each director’s duty is owed to the CBA, not to any Branch, Section, committee or other body within the CBA. In casting their vote on any matter, each director must act in the best interests of the CBA in compliance with their fiduciary duties as outlined above. Although directors are not delegates of the body that nominates, appoints or elects them, directors are expected to bring the experience, knowledge and perspectives they have developed through their engagement with those bodies to Board deliberations.
  6. Board Solidarity: After a decision is made, Directors are expected to respect the outcome and refrain from publicly undermining or criticizing the decision or the process followed. Board decisions represent the collective judgment of the Board, reached through deliberation in which all Directors have had the opportunity to be heard and to have their views considered. When speaking publicly about Board matters, Directors should present decisions as the Board's collective position. Directors may have their dissenting votes recorded in meeting minutes upon request.

4. Collaboration and Board Relations

The Board’s effectiveness relies on its collective action, the delegation of specialized functions to its standing committees, and its support and strategic perspectives for the executive team. Directors are expected to:

  1. Committee Service: Serve on one of the four standing committees: Audit and Risk, Governance and Equity, Finance, or Policy.
  2. Collaborative Governance: Work together with other Directors in a collaborative and respectful manner.
  3. Constructive Oversight: Collaborate with senior management while maintaining independent oversight.
  4. Support for the Executive Team: Support the President and Chief Executive Officer in maintaining an orderly and productive governance environment.

5. Knowledge and Professional Competence

Directors are responsible for maintaining the skills necessary to provide effective governance and stewardship. This includes the following activities:

  1. Orientation and Training: Participate in the orientation program for new Directors and seek ongoing Director training and education.
  2. Policy Literacy: Be familiar with major policies and the CBA’s By-Laws and General Regulations to ensure all Board approvals align with applicable law.
  3. Risk Awareness: Stay informed about key risk exposures and the CBA’s risk management program.

6. Reliance

Directors are entitled to rely on the advice of the CBA’s Auditor and other professional advisors in fulfilling their duties.