More Cosmic Facts From Captain Tom
Last fall, I mentioned a few facts about how fast we humans are moving within the Universe:

  • 1,200 kilometers per hour, because that’s the speed at which the Earth turns on its axis
  • 107,000 kilometers per hour, because that’s how fast the Earth moves as it orbits the sun
  • 720,000 kilometers per hour, because the Milky Way galaxy spins around its centre, and our solar systems sits on one of the spiral arms of the Milky Way galaxy
  • 403,000 kilometers per hour, because while all this is going on, the entire Milky Way galaxy, while spinning, is also moving through space.

Why is it, that the only speed we experience is when we are running, biking, driving or flying? Really, I have no idea! I just take the word of astrophysicists. It seems to me, that we should at least feel the spin of the Earth as we rotate hour by hour at 1200 kilometers throughout the day and night.

Here are some other interesting, yet perplexing, facts about us and the Universe, that I knew you would want to hear:

  • Almost no atoms in your body are less than 4.5 billion years old.
  • Atoms, that together would make up the size of one of your fingers, were created by the first generation of stars, which would lead us back to the early years of the Universe following the Big Bang, an event that occurred 13.8 billion years ago.
  • It took about 1 billion exploding stars to create the atoms you are made of, atoms that after many stellar explosions formed part of the cloud of cosmic dust and gas from which the Sun and then the planets of our solar system were formed.

 Feeling old today? Bet you didn’t know the half of it!

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Tom Bits 

Blast From The Past

Headline Ideas

Blast from the Past is a selection of previous BIG Ideas articles that you may not have read, or if you did, may have forgotten how helpful and insightful (i.e., brilliantly written) they were. This article is from 2016. 

The Hidden Cost of Leaving Positions Vacant

The Story 
When your budget is tight, and someone leaves the organization, there may be reasons why you let it sit vacant for an extended period of time.

The Skinny 
Bad idea!

The biggest negative to delaying filling a position is its impact on other staff. They have to make up for the loss in one way or another. They may have to take on some of the work themselves, or if there is a temporary replacement, to train and monitor the work of that person.  This can divert then from focusing on their own work, from achieving their own goals, from introducing improved practices and from taking advantage of training and professional development opportunities. 

Which can lead in turn to frustration, to increased illness and to absenteeism.  

But there is more to it than that. Regardless of the business you are in, the business itself is likely to suffer. If you are part of a human service organization, your clientele may be impacted by receiving less attention, or by poor quality assistance because the person providing the service is not knowledgeable of the individual needs of the people involved. Either way, mistakes can be made, including meds errors.

Finally, when workplaces have chronic shortages, good people leave, because they don’t want to be in that kind of environment.

The BIG Idea

If you manage your budget by leaving positions open for an extended period of time, you might want to reconsider. The dollars you “save” may be more than offset by the losses you suffer in terms of people leaving or underperforming. Even if it is not a cost-saving measure, being slow to hire has a substantial downside.  

​​​​Provide Board Members with a Clear Language Version of Your Bylaw

The Story
Every non-profit that is incorporated is required to have a bylaw. The bylaw lays out all the areas that must be complied with, according to the corporations legislation (e.g. Ontario’s Corporations Act).  But bylaws can be very hard to read. 

The Skinny 
Here is a sample of a bylaw in clear language. It covers bylaw requirements for Board members (called Directors in corporations legislation), Officers and Members. If you like it, you can copy it and change the wording as needed to match up with your bylaw.

Board Members 
The role of our Board members is to look after everything within our organizations, but we delegate day-to-day operations to our CEO, so our duties as Board members are leadership, oversight and managing the Board.

We can have between three and ten Board members, but the corporations legislation requires that we decide exactly how many we will have within that range. Right now our number is 9 Board members. We can change the exact number by a vote of the Board.

The Corporations Act sets out a number of qualifications for Board members. Our organization has added the following:

  • You can’t be an employee or a relative of an employee
  • You can’t be related to a Board member
  • You can’t have been an employee at any time during the three years that precede the election date
  • You can’t have been an employee who was terminated for cause

Term and Number of Terms
Board members are elected by the members at the Annual Meeting. You sit for three years and may be re-elected twice. After that your time is up and you aren’t eligible to be re-elected.

Leaving the Board
You will no longer be a Board member if you: 

  • Resign
  • No longer meet the qualifications of the position 
  • Miss more than three meetings in a year without permission of the Board
  • Are removed by the Board or the Membership
  • Are unable to continue for health or other reasons
  • Are charged with a criminal offence
  • Die (we hope that doesn’t happen)

We only are required by law to hold one Board meeting per year, but we usually have nine or ten, depending on the year. One of those is right after the Annual Meeting when we elect our Officers. Unless Board members decide otherwise, the Board meetings are scheduled for the first Tuesday of the month. A quorum is a majority of Board members. Right now, that means five members must be in attendance for the Board to have a meeting. Board members are considered to be in attendance, even if you are on-line or on the phone, as long as you can participate effectively. No one can stand in for you if you must miss a meeting. Meetings can be held with everyoneon-line or on the phone. The Board can meet wherever it wants, but usually that is at our head office. For most meetings, five days’ notice is required. If the Board has a motion it wants passed between meetings, the motion must be in writing and all Board members must agree to the motion for it to pass. Only Board members, the CEO and the note-taker are allowed to attend Board meetings, unless approved by the Board at the start of the meeting. Each Board member has one vote. The Chair has a second vote in the event of a tie. Robert’s Rules are used for guidance as needed.

You can’t be paid to be a Board member. You will be reimbursed for expenses that you incur on Board business.

The Board uses committees to help it do its work. Right now there are three: Community Relations/Advocacy, Governance and Finance. Board committees advise the Board but don’t make decisions that bind the organization. That is the Board’s job. Employees don’t sit on Board Committees and Board members don’t sit on employee committees. The CEO attends Board committee meetings by virtue of the position but doesn’t vote.

The work of Board members requires that you respect the confidentiality of matters that come before you. When interfacing with the public, only the Chair and the CEO speak for the organization.

Performance Benchmarks
As Board members, your job is act honestly and in good faith, in the best interests of the organization. Your allegiance is to the organization and not necessarily to any of its stakeholders, including the Members that elected you. If Members don’t like the decisions and actions of the Board, they can vote to remove you. If your actions are challenged in court, those actions will be measured against the following standard: the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances. If individual Board members fail to meet these standards, you may be disciplined by the Board or the Membership, up to and including removal as a Board member. The organization purchases Directors and Officers liability insurance and indemnifies Board members as protection against liability.

Conflict of interest

Since you can’t benefit financially from being a Board member, it is unlikely you will ever be in a conflict of interest situation. But if you are, you must declare it immediately and not participate in any discussion or decision-making related to the conflict.

The Chair, Vice-Chair, Treasurer and Secretary/CEO have signing authority. For most situations, two signatures are required.

Financial Year
Our financial year starts April 1 and ends March 31.

Fund Raising
We can engage in fundraising on behalf of the organization. 

The Officer positions are Chair/President, Vice-Chair, Treasurer, CEO/Secretary. We can appoint others if we decide that would be helpful. Except for the CEO/Secretary, we fill these positions immediately after the Annual Meeting by majority vote. The positions are for one year. 

Members of the Organization 
Anyone age 18 or over can be a Member of the organization and there is no limit to the number of Members. You must be a Member of the organization to be a Board member. As long as you pay your dues and conduct yourself in an acceptable fashion, you can be a Member for as long as you wish. Dues are set by the Board of Directors.

As a Member, you will meet at least once a year for the Annual Meeting of Members. At that meeting you vote on vacant Board of Directors positions, receive the annual financial statements and approve the auditor. No nominations for Board positions can be made from the floor. You can participate electronically or in-person. A quorum for a Members meeting is nine Members. Notice of a meeting of Members must be provided at least ten days in advance. Only Members and the auditor may attend. Each member has one vote. The Chair votes a second time in case of a tie. Members have no liability for the actions of the organization, unlike the Board of Directors.
The BIG Idea
My BIG Idea for this week is to prepare a clear language version of your organization’s bylaw and share it with the members of the Board of Directors so they understand its requirements.

April 19-23, 2021
In This Edition
Provide Board Members With a Clear Language Version of Your Bylaw
Bylaws can be hard to read, but Board members need to know what they contain. Tom provides a sample clear language bylaw.

More Cosmic Facts From Captain Tom
First it was telling you that you are spinning at 1200 kilometres per hour while standing still – now it’s that almost nothing in your body is less than 4.5 billion years old. Cosmic facts, whether they make sense or not: that’s what Captain Tom is here to give you.
The Hidden Cost of Leaving Positions Vacant
In this Blast From the Past, Tom outlines the downside of not filling vacancies as they occur.