2023-2024 AGREEMENT – LINK



YEAR 2025


Management Agreement

Between Skål Canada, a business entity, and Denis Smith, Independent Contractor


Skål Canada is a nonprofit membership-based organization that wishes to engage a professional management service to administer the affairs of the organization.

Denis Smith, wishes to be retained as an independent contractor with the title of Executive Director to perform the required professional management service. No other legal relationship, such as that of employer-employee, joint venture or partnership, is intended to be created between the parties.

This document sets out the general operating guidelines and authority that the Independent Contractor (also referred to, herein, as Executive Director) will abide by as Executive Director.

Representation and Authority

Any actions or decisions exceeding one (1) year in duration or $5,000 in value must be presented to and approved by Skål Canada prior to signing or engagement.

Skål Canada will be represented by a simple majority vote of the Executive Committee. If the vote is a tie, the President will have a casting vote.

Decisions of Skål Canada will take precedent over any decisions of the Executive Director.

Scope of Work

The scope of the engagement of the Executive Director will be inclusive of the work identified within the Operations Manual 2024.


At the Spring and Fall Skål Canada Board meetings, the Executive Director will provide semi annual reports, two weeks prior to the meetings, to the President who may, in turn, submit it to the Executive Committee for approval Assuming that there is no president able to receive those reports, such reports will be submitted directly to the Executive Committee.


At the Fall Board meeting, the President, with the help of the past and/or upcoming president, will appraise the results and performance of the Executive Director and will submit it to the Executive Committee at the December for discussion and decision.

Fiduciary Duties

The Executive Director shall maintain all information relating to this engagement during and after completion in confidence. All intellectual property (IP) generated by The Independent Contractor in his capacity as Executive Director shall remain the property of Skål Canada.

Skål Canada has the right to examine the general books, records, supply contracts, correspondence, receipts, vouchers and memoranda relating to this engagement and records will be maintained for three (3) years from the date of termination of this agreement. Minutes of meetings, agreements, emails, computer data, reports, shall be kept indefinitely.

The Executive Director will have an arm’s length financial review performed each year, with the report being sent directly to the Skål Canada President.

Compliance with laws.

The Executive Director will comply with all applicable laws, rules and regulations as established by the responsible regulatory authorities.


This agreement is non-assignable.


 The term of this agreement will be from January 1, 2025 to December 31, 2025. A review of compensation and scope of work will be performed by the Executive Committee at least 90 days prior to the end of the term.


Either party may terminate this agreement with a written notice of sixty (60) days, delivered to the president, and apportioned payment for services. In such an event, the Executive Director will continue to provide services for the notice period unless a mutually agreeable earlier date is chosen. During this notice period, the Executive Director will maintain the day-to-day workflow but will not engage in, or undertake, new initiatives.

Skål Canada may terminate this agreement without cause by providing written notice and an early termination fee of 15% of the remaining fee to the end of the contract term.

Skål Canada may terminate this agreement with cause without notice. Cause in this agreement is defined as the performance of an illegal act by the Executive Director or a complete cessation of work production by the Executive Director for thirty (30) consecutive days.

Fees and Disbursements

Skål Canada will pay the Executive Director a fee of $2,520 per month including applicable taxes to encompass all reasonable services under the terms of this engagement. The fee will be paid on the first day of each month.

The Executive Director membership to Skål will be paid by Skål Canada.

Following the review of his appraisal by the president, at the discretion of the Executive Committee, the Executive Director can be invited to attend the following year World Congress at the expense, fully or partly, of Skål Canada.

The Executive Director’s expenses related to his participation to the NASC congresses, as well as expenses related to his participation at the Skål Canada Spring and Fall Board meetings will be reimbursed.  Otherwise,  formally approved by the Executive Director will be reimbursed. Disbursements will include reasonable expenditures such as printing, supplies, travel, meetings and other related items identified in the approved annual budget. Any expenses not identified in the budget must receive prior approval from the President.

Incremental Work and New Initiatives

Skål Canada acknowledges that the scope of work is defined within the Operations Manual.

New initiatives or projects initiated by the Board that require additional work by the Executive Director are considered extra work subject to incremental management fees. For projects, these fees are to be mutually negotiated based upon the scope of work. For smaller initiatives, an hourly rate of $30 per hour for professional services will be charged.

The Executive Director may propose new initiatives that have revenue generating opportunities. Any additional compensation for the Executive Director for the successful implementation of these initiatives will be negotiated with Skål Canada in advance.

Performance Standards/ Failure to Perform

Skål Canada will maintain regular verbal and/or written communication to provide periodic feedback on the Executive Director’s performance. Any performance shortfalls will be documented and communicated to the Executive Director outlining expected corrective measures and a reasonable timeline to correct performance. Two written notices provided to the Executive Director with no demonstrated or reported corrective steps by the Executive Director will constitute a failure to perform.

Arbitration/ Dispute resolution

Any matter requiring arbitration or dispute resolution will be resolved by selecting a mutually agreeable third party or failing that, resolved in accordance with the laws of the Province of Manitoba.

Conflict of Interest

As an Independent Contractor, the Executive Director must never allow himself to be placed in a position where their personal interests are, could be, or may be seen to be in conflict with the interests or business of Skål Canada.

The Executive Director must avoid any situation or activity that compromises, or may compromise, their judgement or ability to act in the best interest of Skål Canada.

Skål Canada recognizes that the Executive Director serves the organization in a part-time role, and may have other financial and work commitments.

For clarity, the Executive Director must disclose, prior to commencement, any work or commitments performed for compensation or not, on behalf of any organization that may be seen to be in competition with Skål Canada, meaning it provides a similar service, or purchases or sells, or seeks to purchase or sell, goods or services to or from Skål Canada.

As an independent contractor, the Executive Director agrees that he will disclose to the President and Executive Committee of Skål Canada any potential conflicts of interest. The Executive Committee will provide a decision on the potential conflict.


Skål Canada President   Independent Contractor
__________________________________   __________________________________
Date: ____________________   Date; ____________________


Remuneration Package


Description Amount
Monthly Basic Fee including applicable taxes $2,500
Value of participation to Skål World Congress $5,000
Value of Skål Winnipeg Membership ~$900
Total Value $35,900






Appraisal Request – Current Year

Benefits Creation Management

Benefits Promotion Management

Best Practices Compendium

Calendar – Yearly

Clubs Twinning Program Management

Concierges’ Program Management

Congress Participation Management

Directory Update – Instant

Ideas with Potential


Skål Canada – Newsletter – Clubs Boards – Monthly

Skål Canada – Newsletter – Members – Quarterly

Skål Canada – Board Members Onboarding

Skål Canada – Executive Committee Onboarding

Skål Canada – Executive Resources – Current Year

Skål Clubs – Attrition Yearly Report

Skål Clubs – Events Participation – Monthly Report

Skål Clubs – Membership Growth Yearly Objectives

Skål Clubs – New Members Integration Management

Skål Clubs – President’s Awards of Distinction (PAD) – Goal Management




  • Appreciate performance according to the thirteen key competencies of Skål.
  • Support, inform, and reinforce the contractor in his duties
  • Allow the manager to know the strengths and areas of improvement of the contractor.
  • Aim to maintain or improve the relationship between them.
  • Facilitate the succession plan; identify and mentor potential candidates according to the thirteen key competencies through the performance and potential evaluation grid.
  • Ensure a balance between “performance and compensation.“
  • Identify the potential succession.




  • Concentrate on the facts rather than on the impressions.
  • Avoid being influenced by subjective elements concerning the contractor; stay objective.



  • E     : Exceeds expectations
  • M+ : Fully meets the expectations
  • M   : Meets the expectations
  • M-  : Improvement required
  • I     : Inadequate




Each of the dimensions described in the performance appraisal forms must be evaluated and graded according to the performance levels described below. One must also use one of the four following performance levels to indicate the overall performance appraisal of the contractor:

E: exceeds expectations

Specific factor: The result significantly surpasses the usual expectations and does so exemplarily.
Summary of the appraisal: The contractor consistently provides exceptional performance in all his responsibilities. The results significantly surpass the usual expectations and do so exemplarily. On his own initiative, the contractor demonstrates remarkable behavior and competencies that set him apart. He creates his own opportunities and leverages them in a way that contributes significantly to the success of the organization.

M+: fully meets expectations

Specific factor: The result surpasses the basic expectations and what is normally expected in the function.
Summary of the appraisal: The contractor’s performance exceeds the basic expectations of his role and in many circumstances, his competencies are at a level surpassing the expectations. This contractor’s contribution to the success of the organization is significant.

M: meets expectations

Specific factor: The result conforms to the expectations and what is normally anticipated in the function.
Summary of the appraisal: The contractor meets the expectations and anticipations of his role without always surpassing them. He demonstrates consistency in meeting the results and his behavior and competencies are solid. This contractor contributes to the success of the organization.

M-: improvement required

Specific factor: The result does not meet the expectations and anticipations established for the role and the contractor must take measures to improve.
Summary of the appraisal: The contractor seems unable to or does not wish to meet the expectations of the role. Although the points to improve have been identified and the contractor is at risk of the appraisal and advice, specific progress must be made to reach a higher level of performance in the given area. The manager believes that the contractor is capable of making the necessary correction.

I: inadequate

Specific factor: The result is clearly unsatisfactory and must be corrected immediately to rectify the situation.
Summary of the appraisal: The contractor cannot or does not want to meet the minimal expectations of the role and is far from doing so. The contractor may not even be aware of the deficiencies. Immediate and specific corrective action is necessary.



The criteria with an asterisk * represent the thirteen key competencies and are used to identify potential candidates for succession planning or promotion within the Skål group.


Pursuit of Excellence and Goal Orientation *

Takes initiative and works hard to set high standards for themselves (and for others if applicable) and contributes significantly to the success of their sector. Commits to achieving excellence, focuses on delivering effective results promptly, and consistently demonstrates initiative and an exceptional work ethic.

Motivation and Willingness to Learn *

Considers work as an essential element of satisfaction and seeks to take on challenges and new experiences. Has the ability to leverage personal strengths and those of others to optimize overall performance and job satisfaction. Demonstrates the desire to improve and contribute to career development.

Teamwork: Contributes effectively to the achievement of common goals and actively collaborates by showing support and trust in colleagues and contractors at all levels to meet the group’s objectives.

Communication *

Listens and extracts important information from communications. Expresses ideas effectively and facilitates the flow of information within groups. Has the ability to engage effectively with individuals and teams and shows an aptitude for listening and requiring precision and clarity in all types of interactions.

Initiative and Innovation  *

Strives to influence events rather than passively experiencing them by initiating activities with enthusiasm. Has the capacity to generate new ideas and develop creative approaches that improve performance. This competency requires the foresight and drive to enact changes that contribute to the organization’s success.

Analytical Reasoning *

Can analyze a situation by breaking it down into various components or by defining the steps necessary to make the most appropriate decision.

Conceptual Thinking *

Able to establish connections between situations that are not obviously related and to recognize the underlying questions or important aspects of complex situations.


Knows their strengths and limits and is receptive to constructive feedback. Maintains composure and confidence in the face of differing opinions and reassures others.

Impact and Influence *

Able to influence others through effective persuasion techniques, presentations, or the demonstration of competence. Resists pressure and overcomes obstacles.


Persistently addresses a problem until a solution is found despite difficulties. Reflects on the issues and remains steadfast until the objectives are achieved.