Policy 5 – Board of Directors

The Board of Directors for the Society includes the Executive Committee (Policy 4: President, President Elect (if in Office) Secretary, Treasurer, and Constituency Chairs), and the Chairs of the Standing Committees (Policy 2), and its meetings are attended by the Chief Administrative Officer of the Society. Members of the Board agree to the Values statement of the Board and should assure their contact information is up-to-date in the STLHE Membership Centre to ensure delivery of notices and materials related to Board function. Board members are required to attend all Board meetings and if attendance is not possible, the Secretary is to be notified prior to the start of the meeting.

Decisions made by the Board come into immediate effect but require confirmation from the Members at the Annual meeting if they are matters requiring Special Resolution. Failure to obtain approval reverses the decision of the Board on these matters.

5.01 Values Statement of Board Members

As members of the STLHE Board of Directors, we will endeavour to act with integrity, to value openness and inclusion but to keep confidence when necessary, to acknowledge our biases and limitations, to be responsible for our decisions, and to be fair and genuine in our words and actions. To this end, we will:

  • Represent the best interests of the membership and organisation’s well-being.
  • Declare any and all real or potential areas of conflict of interest and abstain from voting on any motion related to a declared conflict of interest.
  • Respect principles of confidentiality when appropriate.
  • Regularly seek input from our diverse membership, and particularly seek to hear and understand dissenting views.
  • Behave fairly and equitably in all STLHE matters.
  • Be accountable to the membership for all decisions taken.

5.2 Meetings of the Directors

Bylaw 6

The frequency of regular meetings for the Board, 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. A second day-long face-to-face meeting of the Board is associated with the EDC annual conference in February and occurs either before or after that conference. The remaining Board meetings are online and scheduled for 75 minutes. A notice of meetings is provided at the start of each semester 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 Board and usually included in Other Business.

Quorum is set at a majority of directors in office, 50%, and the President of the Society is normally chair of Board meetings; if the President is absent, the Vice-President chairs the meeting of the Board. Approval of items on the agenda may be either by consensus or, when consensus is not possible, by a motion and vote which passes with a majority with the chair not voting unless to break a tie. Industry Canada allows a meeting to continue with loss of quorum – contrary to Robert’s Rules. After quorum is lost, normally decisions and business ceases and there is a general discussion on items and this preliminary discussion serves as a starting point when the item appears on the agenda of the next meeting of the Board where approval is sought.p>

The Secretary records the minutes of the Board meetings and circulates these to members of the Board for approval, after corrections and modifications, at the next meeting of the Board. The Secretary also prepares an executive summary of the meeting minutes and posts this to the STLHE website.

5.3 Removal and Replacement of a Standing Committee Chair

Excluding sabbatical or other leaves for which the Secretary should be notified, if a period of three months has passed and a Chair of a Standing Committee remains unavailable to complete their responsibilities to the Board and the Society, the President will make an additional attempt to contact the absentee Board member using the processes described in Section 8 – Notices of the Society Bylaws. If there is no response from the absentee Board member, or if the Board member resigns, the President will declare the position vacant. If a Board member resumes their duties and is absent, without suitable explanation, for a second three month period the President will declare the position vacant.

If the office of any chair of a Standing Committee 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 remainder of the term of the Board member vacating the office.

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This policy was approved at the February 19, 2016 Board meeting with a unanimous vote.