Policy 4: Officers/Directors and Executive Committee
To meet compliance with the Canada Not-for-profit Act the election of Officers was problematic when writing our by-laws. Normally Board members are elected by the membership with no assigned tasks. At the first meeting of the Directors they would elect from amongst themselves an Officer, the Chairperson, of the Board (also called President) and this is the minimum number of Officers required under the Act. Amongst the Directors might be someone qualified as Secretary and the Board would elect them as an officer in that position. If no one had the skills required for a Treasurer they may go to an outside firm to manage their finances and name a person from that firm as an officer. In all cases, the “usual” is to have the Board elect the Officers and the Officers provide service to the Board and not directly to the membership. That is clearly not how STLHE, and many Not-for-profits, operate. So a work around is required in the by-laws.
Our 2015 by-laws required that Officers be members of the Society and all Directors by definition must be members of the Society – the solution is to link Director and Officer together (7.1 Appointment). So for example, we would, under these new by-laws, have a Director and Treasurer – not a Treasurer; or have a Director and President – Not a President. Because they are Directors they must, to the greatest extent possible, be elected by the Membership. This “greatest extent” language allows the Board, under exceptional circumstances, to appoint an officer – an example, a Canada Revenue Agency audit for fraud may require the Board to make its own auditor, agent or attorney (7.7 Agents and Attorneys) an officer during the investigation. Sounds extreme but if the duties of an officer are required and there is no Director/member to do them there has to be a way to move forward.
The link between Director and Officer is further reinforced with identical descriptions of the term of up to three years and in 7.8(c) where a person elected as a Director and Officer cannot resign or be removed from being an officer and retain their membership on the Board as a Director.
The Executive Committee consists of the Directors/Officers (Article 7 – Officers) of the Society. The Committee shall exercise such powers as are authorized by the Board. Any Executive Committee member may be removed by a majority vote of the Board (Article 7.8a(iv)) – Term of Office). All actions and motions approved by the Executive Committee must be presented to the Board for approval and if rejected are reversed immediately.
The Nominations Committee (Policy 3 – Nominations Committee) coordinates the Election of Directors/Officers to up to a three year term. The only exception is the President-Elect who is elected to a one year term (Article 7.1 – Appointment).
Because Officers are Directors Article 3.5 – Vacancies provides the guidance on vacant position. If the office of any Director/Officer of the Society shall be or become vacant the Board may, by appointment, select a member of the Society to fill such a vacancy and the term of the appointment will be the duration of the term of the director/officer vacating the office. If a Director/Officer is not appointed then the membership of the Society may elect a new Officer at Special Meeting of the Members or at next Annual General Meeting of the Society.
The President (Article 7.2 – President) is a Director and Officer of the Society and subject to the authority of the Board, is the Chair of the Board, and as an Officer of the Society is Chair of the Executive Committee. As Chair of the Board and Executive Committee the President provides the overall direction and leadership of the Society by ensuring that STLHE’s national and international activities are in accordance with the Society’s Bylaws, Vision and Goals and by obtaining the consensus of Board and Executive Committee members. The President is responsible for advocating for the Society and maintaining the Society’s profile as a pre-eminent national voice, and world leader, for enhancing teaching and learning in higher education. The President, in consultation with the Secretary and Treasurer, oversees the work of the STLHE Administrative unit.
Consistent with Policy 8 – Travel, the President’s expenses, registration, travel, accommodations and meals, are covered by the Society and this includes attendance at the STLHE Annual Conference, EDC Winter Conference, Face-to-face meetings of the Board, any travel expenses incurred when representing STLHE, and monthly cell phone charges. Annual STLHE and EDC membership fees are not covered by the Society.
The President-elect (Article 7.3 – President Elect) is a Director and Officer of the Society and elected for a one-year term during which the President, who is in the last year of their Presidency, serves as a mentor to the incoming President. At the end of the one year term the President Elect is elected as President for a three year term. The President-Elect does not replace President in his or her absence.
The Act doesn’t permit an automatic appointment of a person to a different officer position without an election. In the strict sense of the Act, the officer is elected by the Board but in our use of ‘Director and President’ he or she is elected by the membership. The language in the by-laws is a work around and by accepting this by-law the members allow the Board to make this change. The language also allows for the rare exception that might arise when, after a year, the Board may not want the President-Elect to become President.
The Vice-President (Article 7.4 – Vice President) is a Director and Officer of the Society and assists the President in managing relationships with STLHE members, the Board of Directors and the Society’s partners, and remains available to assume the role and responsibilities of the President in the case of the President’s absence, disability, or if the President leaves office early. The Vice-President’s main responsibility is as a capacity builder providing leadership in enhancing and developing the goals and vision of the Society and exploring new directions for the Society. The Vice-President provides leadership in the development of inter-team communication and cohesiveness of the Board and works closely with Standing Committee Chairs to achieve their responsibilities by providing assistance in the selection of Standing Committee members.
The Vice-President assists with the identification and encouragement of potential future conference hosts, provides advice and guidance to the Organizing Committee of the Society’s Annual Conference and is their contact with the Board providing guidance concerning possible resources, maintaining the Conference Manual with operational and strategic directives for the conference hosts, and is a member of the Conference site-visit team 8 to 12 months prior to each year’s conference.
The Secretary (Article 7.5 – Secretary) is a Director and Officer of the Society and is responsible for governance, including Bylaws and Policies, of the Society: is the custodian of all non-financial books, papers, records, documents and other instruments of the Society, including those required for compliance with the Canada Not-for-profit Corporations Act; is the custodian of the seal of the Society, and performs other duties as required by the Board.
For meetings of the Board, Executive and Nominations Committees, Annual General Meeting and Special meetings of members, the Secretary consults with the President on the meeting agenda, distributes the agenda and supporting documents to the members, attends these meetings, advises on appropriate process and procedure during the meeting, and prepares minutes for distribution to attending members. For Board meetings the Secretary prepares an Executive Summary of the meeting for the members of the Society.
The Secretary is responsible for insuring the STLHE Membership Centre’s list of members is current and accurate and coordinates the use of this list for announcements by the Executive and Nominations Committee, Board, and Affiliated Groups including notices of meeting, posting of open positions within the Society or any of its Affiliated Groups, publication of the STLHE email blasts, and any other notifications to members as required by the Board. The Secretary is responsible for keeping the STLHE Website current and accurate through consultation with the Board, Chairs of Standing Committees and Affiliated Groups of the Society.
The Treasurer (Article 7.6 – Treasurer) is a Director and Officer of the Society and is the custodian of all financial books, papers, records, document and other instruments belonging to the Society; responsible for the deposit of all monies, securities and other valuable effects in the name and to the credit of the Society in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities, all as may be designated by the Board from time to time; and of disbursement of the funds of the Society as may be directed by the Board from time to time, and shall take proper vouchers for such disbursements.
The Treasurer, in consultation with the Executive Committee, Chair of the Standing Committee for Awards and/or Awards coordinators, and the Treasurers of the Constituencies, prepares the annual budgets of the Society for approval by the Board. The year-end financial statement is the responsibility of the Treasurer who liaises with the Public accountant, as required, to complete and present the year-end Financial report, multiple year-end statements, and the audited financial statements at the Annual General Meeting of the Society. The current year-end for the Society is December 31 and may be changed on recommendation of the Treasurer and approval by the Board.
The Treasurer oversees financial statements and ensures the reconciliation of bank statements, provides the Board with regular updates on Society finances, approves invoices and expenses exceeding $500, conducts (with the President) the Annual Review of the Society’s financial administration, and performs other duties as requested by the Board. The Treasurer is also the Chair of the Finance Committee consisting of, subject to approval by the Board, Society members appointed to the Committee and that meets at least once a year.
6. Agents and Attorneys
This is new in our bylaws (Article 7.7 – Agents and Attorneys) but it does allow the Board to elect an officer under special circumstances. Directors must, to the greatest extent possible, be elected by the Membership. This “greatest extent” language allows the Board, under exceptional circumstances, to appoint an officer – an example, a Canada Revenue Agency audit for fraud may require the Board to make its own auditor, agent or attorney (7.7 Agents and Attorneys) an officer during the investigation. Sounds extreme but if the duties of an officer are required and there is no Director/member to do them there has to be a way to move forward.
7. Meetings of the Executive Committee
The frequency of Regular meetings for the Executive Committee, once a month or bimonthly as examples, is usually set at the day long June face-to-face meeting of the Board held during the Annual Conference of the Society. These regular meetings usually precede the meetings of the STLHE Board. Unless held in conjunction with the Board’s face-to-face meetings, the meetings of the Executive Committee are held online and scheduled for 75 minutes. Although any Officer of the Society may call a meeting of the Executive (Article 4.4 Calling of Meetings), the President advises the Secretary of a Executive Committee meeting and its Agenda. A notice of meetings (adaptation of Article 4.1 Meetings of the Board and Article 14.1 Method of Giving Notice) is provided at the start of each semester (adaptation of Article 4.8: Regular Meetings) and a reminder sent seven days prior to the meeting that includes an agenda and supporting documents; additions to the agenda less than seven days before the meeting are made with approval of the Executive Committee and usually included in Other Business.
The President is Chair of the Executive Committee and quorum is set at greater than 50% of Executive Committee members in Office. Approval of items on the agenda may be either by consensus or, when consensus is not possible by a motion and a vote which passes with a majority. The Chair may move motions, and second them, and vote but does not cast a second vote to break a tie. A motion resulting in a tie is defeated.
The Secretary records the minutes of the Executive meetings and circulates these to members of the Executive for approval, after corrections and modifications, at the next meeting of the Executive Committee.
This policy was approved by the Board June 20,2016.
This policy was revised June 10, 2016 to be compliant with the 2016 proposed by-laws and included detailed explanation for how we are able to have Members elect the Officers of the Society.
This policy was approved by the Board at its February 19, 2016 meeting with unanimous approval
This policy was revised with the removal of the constituency description when at its February 19, 2016 Board meeting the Constituencies were removed from the Executive Committee
This policy was revised on April 27, 2015 to accommodate changes associated with new constituencies of CSEC and SoTL Canada.