How ISSI Works: Governance, Funding & Accountability
People may hold different views about decisions made by an organization. Those discussions are healthiest when everyone begins with a common understanding of the facts.
This FAQ has been created to provide clear, factual information about how Ingersoll Support Services (ISSI) is governed, how decisions are made, and how our funding relationship with the Ontario government works. Our goal is to make some of the structures behind our organization easier to understand for people accessing support, their families, our employees and members of our community.
About ISSI and Our Board
Ingersoll Support Services Inc. (ISSI) is a non-profit organization that provides services and supports to adults with developmental disabilities. ISSI receives the majority of its operating funding from Ontario’s Ministry of Children, Community and Social Services (MCCSS) through a Transfer Payment Agreement. This agreement is a contract between ISSI and MCCSS to provide services in exchange for funding.
Although ISSI receives public funding, it is not part of the Ontario government. In fact, ISSI’s funding agreement specifically establishes that ISSI is independent of the Province and is not an agent, partner or employee of the Province.
ISSI is governed by a volunteer Board of Directors. These are members of our community who give their time without compensation to oversee ISSI.
The Board is responsible for the overall governance of the organization. This includes establishing strategic direction, overseeing the organization’s financial health and sustainability, monitoring organizational performance and risk, establishing governance policies, and hiring and evaluating the Executive Director.
ISSI’s governance policies formally identify the Board as a Policy Board. This means that the board is not involved in deciding or managing the day-to-day management of the organization.
No. ISSI’s directors serve the organization as volunteers.
This is different from ISSI employees, including the Executive Director, who are paid to carry out the work and operations of the organization.
A useful way to think about the distinction is that the Board focuses primarily on where the organization is going, whether it is fulfilling its overall responsibilities, and whether it is being managed appropriately. The Board is not involved in how the organization operates day-to-day. That responsibility is given to the Executive Director.
For example, the Board approves ISSI’s annual operating budget and monitors financial performance. Once that budget is approved, responsibility for managing the organization within the budget rests with the Executive Director.
Governance does not mean being disconnected from the organization.
The Executive Director reports regularly to the Board on organizational results, significant or exceptional events, financial matters and other issues requiring the Board’s attention. The Board also receives financial reports, participates through its committees, reviews organizational performance and receives information through audits, surveys, funder and licensing processes and other sources.
Generally, an individual director cannot make decisions for ISSI on their own. The Board’s authority has to be exercised collectively. Even the Board Chair needs to work with the whole Board (though the Chair has special responsibilities).
The same principle applies to the relationship with the Executive Director. ISSI’s governance policies specifically state that the Executive Director is accountable to the Board as a whole and that an individual director cannot give direction to the Executive Director.
This collective decision-making structure is an important safeguard in good governance.
The Board is responsible for selecting new Board members.
ISSI’s Board has a committee for recruiting new members and a defined process for identifying and considering prospective directors. Candidates must support ISSI’s mission and vision, and the Board approves a proposed slate before candidates are presented for election at the Annual Meeting. Vacancies occurring between annual meetings may also be filled through a formal Board decision.
Once new directors of the Board are elected, the Executive Director assists with Board orientation and administration. The Executive Director does not select new directors.
The Board and Executive Director
The Board delegates responsibility for the day-to-day management of ISSI to the Executive Director.
This includes:
- leading the organization’s operations, employees and services;
- managing ISSI’s financial and organizational resources within the plan approved by the Board;
- implementing strategic and operational plans;
- managing external relationships;
- ensuring regulatory and funding requirements are met; and
- bringing significant governance matters to the Board.
This delegation allows the Board to govern without becoming involved in every operational decision. The Executive Director’s powers and responsibilities come from ISSI’s corporate bylaws and governance policies.
No, the Executive Director is not a voting member of the Board.
ISSI’s governance policies describe the Executive Director as an ex-officio, non-voting participant in Board and committee meetings. This means that the Executive Director can attend and speak at the meetings in order to ensure the Board has information and advice directly from the person running the day-to-day operations of ISSI. However, the Executive Director is not allowed to vote. Only Board members can do that.
The Board is responsible for overseeing the Executive Director.
Delegating authority to an Executive Director does not mean giving that person unlimited authority. The Executive Director remains accountable to the full Board for the organization’s performance and for exercising delegated authority appropriately.
No. That would defeat the purpose of delegating operational authority.
The Executive Director is expected to make decisions within the authority delegated by the Board. The Board retains responsibility for governance-level decisions such as approving budgets, establishing governance policy, and strategic direction.
How MCCSS Funding Works
A Transfer Payment Agreement, or TPA, is the formal agreement through which the Ontario government provides funding to ISSI to deliver specified services.
The agreement establishes the responsibilities of both ISSI and the Province and incorporates service descriptions, budgets, reporting requirements, service data and Ministry service objectives.
The funding that ISSI receives comes with ongoing conditions and rules. That makes it different from a “grant” of money.
No, MCCSS does not run ISSI. ISSI is an independent, non-profit organization.
MCCSS funds specified services and establishes requirements that ISSI must meet as a condition of receiving that funding. ISSI remains responsible for actually operating the organization and delivering those services.
ISSI must maintain its own governance, decision-making, financial-management, risk-management and service-delivery processes.
No.
ISSI is required to use Ministry funds to carry out the services covered by the agreement and to spend those funds in accordance with its approved budget and applicable Ministry requirements.
Some flexibility exists to move funding between budget lines, but that flexibility is governed by MCCSS’s Financial Flexibility Policy and may differ depending on the type of funding involved.
No.
Funding may be provided through different service components or for particular purposes, and the conditions attached to any new funding can vary.
For example, some government funding may be specifically designated for a particular initiative or expense, while other funding may become part of an organization’s broader base funding. What matters is not simply that the government provides funding, but what funding ISSI actually receives and the conditions attached to its use.
Unspent Ministry funding is not automatically available for ISSI to keep or redirect.
Under the Transfer Payment Agreement, the Province may require repayment of unspent funding or adjust future funding instalments accordingly.
This is one reason why an organization’s year-end financial position cannot be understood simply by looking at how much cash happens to be in its bank account at a particular point in time.
No.
Our agreement with the government sets the maximum funding available to ISSI for the funded services it provides. The Province provides funding up to those approved amounts; it does not commit to automatically reimbursing every cost incurred by ISSI. The expectation is that ISSI will manage its own costs within the funding provided to it.
To be clear, ISSI can identify financial pressures to MCCSS and ask for more funding, and there are occasions when additional funding may be provided. However, additional funding is not guaranteed simply because the organization’s expenses increase.
That makes financial sustainability an important responsibility of both management and the Board. There is significant risk in committing to higher expenses without a promise of new funding.
No, the Ministry will not automatically provide more money to ISSI to cover an operating deficit. ISSI is responsible for managing its budget.
This means ISSI has a responsibility to make financial decisions with both current services and long-term sustainability in mind.
While ISSI is independent of the government, it is still accountable for how it uses public money.
ISSI is responsible for financial and service reporting to MCCSS, for meeting service requirements, and for maintaining appropriate records.
If a funded organization does not comply with its agreement, MCCSS has a range of remedies, including requiring corrective action, suspending or reducing funding, recovering funds and, in serious circumstances, terminating funding.
Financial Accountability
The annual budget is developed by the Executive Director and Manager of Finance with input from the rest of the management team. It is then reviewed in greater detail by the Board’s Finance Committee before being presented to the full Board for approval.
Once approved, the Executive Director is responsible for managing the organization within that budget, while the Board continues to exercise financial oversight.
The Board is regularly involved in overseeing ISSI’s finances. The Board receives monthly financial information, and the Finance Committee undertakes routine, more detailed financial review.
ISSI’s governance policies also require annual independent audits, and sets standards for budget-to-actual results. These measures are used by the Board to assess the Executive Director’s performance.
This is another example of the distinction between management and oversight: management manages the finances; the Board monitors whether they are being managed appropriately.
No.
An organization’s bank balance can include money associated with different obligations or purposes. Ministry funding is subject to the terms of the Transfer Payment Agreement and may have limitations on what it can be used for.
ISSI also maintains a Social Fund consisting primarily of donations and revenues that are not recoverable by the Ministry – they are agency funds. ISSI uses the social fund to pay for projects and services that directly benefit the people we support but which aren’t covered by other funding sources. For example, the fund has been used for accessibility projects, purchases of accessible vehicles, and so on. That money is not meant to be used for ongoing operating expenses such as wages.
Employment and Collective Bargaining
Wages, benefits and other terms and conditions of employment for bargaining-unit employees are established through the collective bargaining process between ISSI, as the employer, and the union representing those employees.
MCCSS provides funding to ISSI to deliver developmental services, but it is not the employer and does not negotiate ISSI’s collective agreement.
Collective bargaining involves both operational responsibility and governance oversight.
Consistent with ISSI’s governance model, responsibility for conducting negotiations is delegated operationally to the Executive Director, who leads the employer bargaining team and works with professional legal and labour-relations advice as required. The Board is kept informed and can provide direction through decisions of the Board as a whole.
A final tentative collective agreement requires approval by the Board.
This allows negotiations to be conducted operationally while maintaining appropriate Board oversight and ultimate organizational accountability.
No. Like many organizations, ISSI obtains professional advice when specialized legal or labour-relations expertise is required. This is similar to unions, which also obtain and use this specialized advice.
Advisors advise. Decision-making authority remains with the individuals or governing body authorized to make the particular decision—in this case, the Executive Director within delegated operational authority and the Board where Board approval is required.