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BIA board governance

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The Municipal Government Act (MGA) sets out the rules for establishing a BIA, and further details are set out in the Business Improvement Area Regulation. Based on the powers in the MGA and BIA Regulation The City of Calgary BIA establishes each BIA under an establishing bylaw, and once a BIA is established, its board may approve organizational bylaws and operating guidelines.

The rules in the MGA and BIA Regulation must be followed, and can’t be contradicted in either The City’s establishing bylaw or a BIA’s own organizational bylaw.

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Levels of authority​


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Here are the BIA governing authorities’ documents, their purpose, and additional resources.

Council appoints BIA board members annually through the BIA Board Appointments Report. The process, number of board members, term length and other details are set out in each BIA’s establishing bylaw. The board is responsible for building a program and budget that addressed the specific needs identified by the business owners paying the BIA tax in their area.

 
 
​BIA governing document ​Purpose ​Additional information
​BIA governing  document: 
Municipal Government Act
​Purpose: The MGA is a provincial document that includes rules and guidelines for all Alberta municipalities to follow.

BIA = Part 3, division 5., Sections 50 to 53. 
Additional information:                       ​ Municipal Government Act​
​BIA governing document:
BIA Regulation
​BIA Regulation is a provincial document for implementing the BIA provisions of the MGA and provides more detailed procedures and processes that must be followed. Additional information:                        Business Improvement Area Regulation
​BIA governing document:
City of Calgary BIA Establishing Bylaws
Purpose: ​Each BIA is established through their own bylaw that includes details such as the approved BIA boundary, number of board members, term lengths, and appointment process. Additional information:
Search for ​BIA bylaws
​BIA governing document:
BIA Internal Bylaws/Operating Guidelines
​Bylaws are governing rules that a BIA board may develop and approve about how they will govern and manage the BIA. ​Additional information:​​
These bylaws are unique to each BIA.​

Important considerations for BIA governance​


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A BIA board must operate within the MGA and other legislative frameworks.

BIA boards:

  • must ensure their internal bylaws and operations comply with legislation
  • are accountable to taxpaying businesses within the BIA - the board administers funds on their behalf
  • are accountable to Council, which appoints BIA board members and approves the proposed budget
  • must abide by the financial restrictions and reporting obligations outlined in the BIA Regulation

Board governance best practices​


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The role of the BIA board is to implement the BIA’s mandate, set out by the MGA, develop mission and strategic direction, and oversee the day-to-day operations.

Overarching principles of good governance:

  • Establish a clear mandate;
  • Conduct annual governance orientation;
  • Communicate clearly to board members re: roles and responsibilities;
  • Apply a comprehensive and transparent decision-making process;
  • Full disclosure of relevant information;
  • Ensure decisions reflect taxpayer values and concerns;
  • Employ ongoing and effective fiduciary monitoring;
  • Use a feedback mechanism;
  • Continually report on results and accountability; and
  • Understand board responsibility and liability.

BIA Board of Directors - roles and responsibilities​


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The role of the board of directors is to oversee the organization within the framework of applicable laws and standards. Typically, the board sets the organization’s strategic direction and develops policies and strategies.

Responsibilities include overseeing:

  • mission and strategic direction
  • financial management
  • organizational sustainability
  • stakeholder relationships
  • staff

Board of director positions:

  • officers/executive
  • chair/president
  • vice chair/vice president
  • treasurer
  • secretary
  • directors at large

Board committees can be created to serve BIA purposes. Some example committees are streetscape, parking, events, fundraising, social media, etc.

Fiduciary duty​


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It is the duty of directors to act in the best interests of the organization they serve. This is known as fiduciary duty.

There are generally three main fiduciary duties: Duty of Care, Duty of Loyalty and Duty to Act within Scope of Authority.

If fiduciary duties are breached, an individual could be held personally liable.

Types of governing boards​


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There are two types: policy boards and administrative boards. Both are responsible for the governance and creation of BIA policy.

Policy governing board

A policy board sets policy and typically hires and provides staff oversight. The executive director is typically responsible for policy implementation and day-to-day operations. This position is directly accountable to the board, which delegates authority so the executive director can focus on hiring, supervising and releasing paid BIA staff and volunteers.

Administrative governing board

An administrative board sets policy and then appoints an executive committee to implement the policy. This type of board does not typically have hired staff in the position of an executive director. The committee manages the organization and may hire an administrator to assist with administrative functions.

Hiring employees​


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The BIA board may hire staff to undertake operational duties, and each BIA has unique staffing needs.

BIA staff are accountable to the board of directors and typically focus on operational requirements.

Staff should have appropriate authority for optimal operational performance (e.g. providing signing authority to an appropriate position). There are many types of positions the board can consider hiring, such as:

  • executive director
  • administrative assistant
  • project manager
  • marketing coordinator
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