Policy 5: Board of Directors

To understand the unique nature of the Society’s Board of Directors it helps to understand what the “usual” Board of Directors consists of. A corporation would define a range for the number of Directors that sit on the Board, in our 2015 by-laws between 5 and 20 (Article 3.2: Size of the Board), and the number of Directors that normally are on the Board, we identify 13. When there are vacancies on the typical Board they are filled at an Annual General Meeting. So, for example there might be 5 vacancies and 10 expressions of Interest and the members would choose five from the list of 10 and that would be the new Board. Only the members can elect a Director. In this “usual example” Directors are not voted in for the tasks they will be doing – that is decided amongst the directors after the Annual General Meeting (see Policy 7: Officers and Executive Committee for additional information on the appointment of Officers in the Society).

Our Board is “unusual” in that we elect Directors with tasks already assigned. In essence all of our Directors have tasks assigned to them:

  • Directors who are Chairs of the Standing Committees (Policy 2: Standing Committees);
  • Directors who are appointed by Constituencies (Article 6: Affiliated Groups and Policy 6: Affiliated Groups). This is unusual and in conflict with the Act that requires all directors be elected by members. How this is resolved is explained in Policy 6: Affiliated Groups;
  • Directors who are Officers (Article 7: Officers and Policy 4: Officers and Executive Committee); and
  • we have no directors-at-large on the STLHE Board.

This complicates the balloting process, a problem that is not insurmountable and dealt with by Policy 3: Nominations Committee.

The Board of Directors for the Society includes the Executive Committee (Policy 4: Officers and Executive Committee) consisting of the President, President Elect (if in Office) Secretary, Treasurer, Constituency Chairs (Article 6: Affiliated Groups and Policy 6: Affiliated Groups), and Chairs of the Standing Committees (Policy 2: Standing Committees). Although not a member of the Board or Executive Committee the Chief Administrative Officer (Policy 9: Administrative Unit) attends meetings of the Board and Executive. 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 (Article 14.1: Method of Giving Notice). 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. Failure by a Director to attend meetings of the Board is addressed in Section 4: Removal and Replacement of a Director in this Policy.

Decisions made by the Board come into immediate effect (Article 12.1 Amendments) but may require confirmation from the Members at the Annual meeting if they are matters requiring Ordinary Resolution or Special Resolution (Policy 1 – Membership and Article 12.2: Amendments requiring Special Resolution). Failure to obtain approval by the members reverses the decision of the Board on these matters.

Directors can only be elected by the members of the Society at an Annual General Meeting of the members. Directors are elected for up to a three year term (Article 3.3 Term of Directors). This is described in the bylaws as “up to three years” because there are Directors that will have different length terms. This accommodates the President-elect who is a Director with only a one year term and terms of the Constituency chairs that are often less than three years. It also allows the Board to change the length of a term without changing by-laws. If the Board decided that all terms should be two years they can do that. If there is a candidate for a Director’s position that requests a term less than three years this can also be accommodated. These different lengths of term become part of the Policies but respect the by-laws definition of up to three years.

1. 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.

2. Meetings of the Directors

Article 4: Meeting of Directors

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. Although any Officer of the Society may call a meeting of the Board (Article 4.4 Calling of meeting), the President advises the Secretary of a Board meeting and its Agenda. A notice of meetings (Article 4.1 Meetings of the Board and Article 14.1 Notice of meeting) is provided at the start of each semester (Article 4.8: Regular Meetings) and a reminder sent seven days prior to each meeting and this 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 (Article 4.5 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, Secretary or Treasurer, in that order chairs the meeting of the Board – The President-elect, if in office, does not replace the President as Chair of a Board meeting. 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. The President can make and second motions, vote on a motion, but cannot cast a second vote to break a tie. A tied vote is considered a defeated motion (Article 4.6: Votes to Govern). Industry Canada allows a meeting to continue with loss of quorum – contrary to most rules of procedure. 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.

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.

3. Constituency Directors

Each Constituency appoints one member, usually the Chair of the Constituency, to be its representative as a Director of the STLHE Board (Article 6.2(b): Categories of Affiliated Groups). The Constituency Director is responsible for ensuring that the initiatives and activities of their Affiliated group are aligned and consistent with goals and objectives of the Society. The Constituency Director ensures that, in consultation with the Society Treasurer, an annual budget, where required, is presented for Board approval prior to the start of the new fiscal year and submits to the Secretary of the Society, for approval by the Board, an Annual Report for the past calendar year (January 1 – December 31) no later than January 31 following the year being reported.

a. Chair of the Educational Developers Caucus (EDC)

The chair of the Educational Developers Caucus is responsible for providing overall leadership for the EDC, raising the profile of faculty development, coordinating special faculty development projects, and ensuring the alignment of EDC Mission and Goals with those of the Society. As a member of the STLHE Board, the EDC Chair is an advocate for the Caucus by informing and updating the Board, members of the Society, and others beyond the Society on faculty development activities and special initiatives of the EDC. The EDC Chair is also a member of the 3M National Teaching Fellowship Selection Committee and represents the EDC at a variety of national/international teaching and learning related events.

Within the EDC, the Chair liaises closely with its executive and members through open communication, backup assistance, and ensuring that executive roles and responsibilities fall within the overall aims of the EDC as established by its members.

b. Chair of the Council of 3M National Fellows for Teaching and Learning in Higher Education

The Chair of the Council of 3M National Fellows for Teaching and Learning in Higher Education (3M Council) is responsible for providing leadership for the 3M Council, raising the profile of the 3M Fellows within the Society and in the broader Canadian post-secondary community of educators, and ensuring the alignment of the 3M Council’s mission and goals with those of the Society. As a member of the STLHE Board, the 3M Council Chair is an advocate for the 3M Fellows by informing and updating the Board, members of the Society, and others beyond the Society of 3M Council activities and initiatives. The 3M Council Chair is a member of the 3M National Teaching Fellowship Selection Committee, participates in Beginning the Journey sessions at the STLHE Annual Conference, and attends the 3M Fellows retreat. The 3M Council Chair also represents the 3M Council at a variety of national/international events related to the promotion of excellence in teaching and educational leadership.

Within the 3M Council, the Chair liaises closely with its executive and members through open communication, backup assistance, and ensuring that executive roles and responsibilities fall within the overall aims of the 3M Council as established by its members.

c. Chair of the College Sector Educators Community

The Chair of the College Sector Educators Community (CSEC) is responsible for providing leadership for CSEC, raising the profile of the College sector within the Society and in the broader Canadian post-secondary community of educators, and ensuring the alignment of CSEC’s mission and goals with those of the Society. As a member of the STLHE Board, the CSEC Chair is an advocate for the Educators in the College sector by informing and updating the Board, Members of the Society and others beyond the Society of CSEC activities and initiatives. The CSEC chair is a member of the 3M National Teaching Fellowship Selection Committee.

Within CSEC, the Chair liaises closely with its executive and members through open communication, backup assistance, and ensuring that executive roles and responsibilities fall within the overall aims of CSEC as established by its members.

d. Chair of Scholarship of Teaching and Learning Canada

The Chair of Scholarship of Teaching and Learning Canada (SoTL Canada) is responsible for providing leadership for SoTL Canada, raising the profile of the Scholarship of Teaching and Learning within the Society and in the broader Canadian post-secondary community of educators, and ensuring the alignment of SoTL Canada’s mission and goals with those of the Society. As a member of the STLHE Board, the SoTL Canada Chair is an advocate for the Scholarship of Teaching and Learning by informing and updating the Board, Members of the Society and others beyond the Society of SoTL Canada activities and initiatives.

Within SoTL Canada, the Chair liaises closely with its executive and members through open communication, backup assistance, and ensuring that executive roles and responsibilities fall within the overall aims of SoTL Canada as established by its members.

4. Removal and Replacement of a Director

Excluding Constituency Chairs, which are appointed to the Board by the Constituency (Article 6.2(a) Constituencies), the normal circumstances for the removal of a Director are described in Article 3.4 Removal of Directors. With the exception of sabbatical or other leaves for which the Secretary should be notified, if a period of three months has passed and a Director remains unavailable to complete their responsibilities to the Board and the Society, the President will make an additional attempt to contact the absentee Director using the processes described in Article 11.1 Method of Giving Notice. If there is no response from the absentee Director, the Director will be considered as having resigned the position and the members will be asked to remove the Director at the next Meeting of Members (Article 3.4(b) Removal of Directors). If a Board member resumes their duties and is absent, without suitable explanation, for a second three month period the Director will again be considered as having resigned the position and the members will be asked to remove the Director at the next Meeting of Members (Article 3.4(b) Removal of Directors) If the office of any Director becomes 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 Director vacating the office (Article 3.5 Vacancies), or the Board may leave the position vacant until the Members elect a new Director at the next Annual General Meeting.

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This policy was adapted for consistency with the proposed by-laws on June 12, 2016.
This policy was approved by the Board at its February 19, 2016 meeting with unanimous approval.
This policy was modified after the February meeting where the Constituency Chairs 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.