Understanding the Terms of Reference

Every Project has a Terms of Reference. It is a short document that briefly describes:

  • Description of Project: Describes the Project's purpose, strategic goals, and key activities.
  • Project Leadership: Identifies the Project Director and members of the Steering Committee.
  • Accountability: Outlines legal responsibilities. Explains how MakeWay's senior management team and Board of Directors delegate day-to-day Project stewardship to the Project Director and Steering Committee. Explains that Project leadership must review all Project activities with the Support Team.
  • Overhead Allocation: Identifies the percentage rates for overhead allocation and the minimum overhead requirement per fiscal year. 
  • Ownership of Assets and Work Product: Explains that MakeWay owns all Project assets as the legal entity.
  • Termination of Project: Outlines the mutual opportunity to terminate the Project, and the process for closing the Project. Identifies costs related to the termination process.

In addition to signing the Terms of Reference, Steering Committee members must sign a Consent to Act form confirming that they agree to act on the Steering Committee for the Project and that they understand the specific responsibilities associated with their role.

In addition to the TOR sections outlined above, projects may also choose to include the following Indigenous clause:

As a project of The Society, «Project_Name» is not a separate legal entity. Therefore, legal title to all assets associated with «Project_Name» rests with The Society.

Truth telling between settlers and Indigenous people, with the goal of reconciliation or decolonization, is an important conservation in Canadian society at present. MakeWay has made internal and external commitments to engage in the work of reconciliation. We recognize that many projects will be led by, delivered in partnership with, or serve Indigenous people. MakeWay respects and upholds the legal right or title of Indigenous peoples described in the United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP).

Indigenous-led projects of MakeWay Charitable Society are not a project solely defined in terms of its legal status under the corporate legislation of “jurisdiction”, but also in a framework of protection of Indigenous Peoples knowledge and legal traditions.

Legal title to all assets associated with Indigenous-led projects rests with MakeWay Charitable Society. In particular, all legal right and title to any asset, report, intellectual property, product or other item produced or acquired in connection with Indigenous-led projects will be an asset of MakeWay Charitable Society. This will not include any legal right or title otherwise owned or explicitly retained by any third party collaborator in the creation or development of an asset.

Furthermore, for Indigenous-led projects of MakeWay Charitable Society, this will not include any legal right or title of Indigenous peoples otherwise protected through those intellectual and legal traditions described in Article 31.1 of the United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP):

Article 31.1

Indigenous peoples have the right to maintain, control, protect and develop their cultural heritage, traditional knowledge and traditional cultural expressions, as well as the manifestations of their sciences, technologies and cultures, including human and genetic resources, seeds, medicines, knowledge of the properties of fauna and flora, oral traditions, literatures, designs, sports and traditional games and visual and performing arts. They also have the right to maintain, control, protect and develop their intellectual property over such cultural heritage, traditional knowledge, and traditional cultural expressions.

Indigenous-led projects may opt to include the following clause:

As a project of The Society, «Project_Name» is not a separate legal entity under the laws of Canada, or the laws of its provinces and territories.

As an Indigenous - led project of The Society, «Project_Name»is not a project solely defined in terms of its legal status under the corporate legislation of “jurisdiction” but also in a framework of protection of Indigenous Peoples knowledge and legal traditions.

Legal title to all assets associated with «Project_Name» rests with The Society. In particular, all legal right and title to any asset, report, intellectual property, product or other item produced or acquired in connection with «Project_Name» will be an asset of The Society.This will not include any legal right or title otherwise owned or explicitly retained by any third-party collaborator in the creation or development of an asset.

Furthermore, as an Indigenous-led project of The Society, this will not include any legal right or title of Indigenous peoples otherwise protected through those intellectual and legal traditions described in Article 31.1 of the United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP):

Article 31.1

Indigenous peoples have the right to maintain, control, protect and develop their cultural heritage, traditional knowledge and traditional cultural expressions, as well as the manifestations of their sciences, technologies and cultures, including human and genetic resources, seeds, medicines, knowledge of the properties of fauna and flora, oral traditions, literatures, designs, sports and traditional games and visual and performing arts. They also have the right to maintain, control, protect and develop their intellectual property over such cultural heritage, traditional knowledge, and traditional cultural expressions.