Bylaw Section 4, Board of Directors and Bylaw Section 7, Officers

All Directors are elected by the entire membership with no assigned tasks. At the first meeting of the Board following the AGM, Directors would elect from amongst themselves an Officer, the Chairperson, of the Board; 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, the Board may invite a STLHE member in good standing to take on that role or may go to an outside firm to manage their finances and name a person from that firm as an officer. In all cases, the norm is to have the Board elect the Officers and the Officers provide service to the Board and to the membership as a whole.  Officers serve in that capacity for one year, and are elected by the Board annually at the first Board meeting following the AGM.

The Executive Committee consists of the 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 (Bylaw section 7.8(a)). 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 (Bylaw section 8.5, Nominating Committee) coordinates the Election of Directors for three-year terms.

Because Officers are usually Directors, Bylaw section 7.8, Officer Vacancies, provides the guidance on vacant positions. If the office of any Director/Officer of the Society shall be or become vacant, the Board may, by appointment, select another Director or a member of the Society to fill such a vacancy and the term of the appointment will be for 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 Director at Special Meeting of the Members or at next Annual General Meeting of the Society after which time the Board may elect that new Director to the vacant Officer position.

1. Chair of the Board

The Chair of the Board (Bylaw section 7.2, Chair of the Board) 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 Chair 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 Chair 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 Chair, in consultation with the Secretary and Treasurer, oversees the work of the STLHE Administrative Unit.

Consistent with Policy 8 – Travel, the Chair’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 (if applicable) are not covered by the Society.

2. Vice-Chair

The Vice-Chair (Bylaw section 7.3, Vice-Chair) is a Director and Officer of the Society and assists the Chair 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 Chair in the case of the Chair’s absence, disability, or if the Chair leaves office early. The Vice-Chair’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-Chair 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.

3. Secretary

The Secretary (Bylaw section 7.5, Secretary) is a Director and Officer of the Society and is responsible for governance, including the Bylaws and Policies, of the Society. The Secretary is the formal 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, 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 Chair 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 minutes for the members of the Society which are posted on the STLHE website.

The Secretary is formally responsible for insuring the STLHE’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 formally 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 formal responsibilities of the Secretary are usually delegated to the Administrative Unit.

4. Treasurer

The Treasurer (Bylaw section 7.6, Treasurer) is a Director and usually an Officer of the Society and is the formal custodian of all financial books, papers, records, documents and other instruments belonging to the Society. The Treasurer is 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.  The Treasurer is responsible for the 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 Constituency Groups, 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 Chair) the Annual Review of the Society’s financial administration, and performs other duties as requested by the Board.

The formal responsibilities of the Treasurer are usually delegated to the Administrative Unit.

5. Agents and Attorneys

Bylaw section 7.7, Agents and Attorneys, allows the Board to elect an Officer under special circumstances. Directors must, to the greatest extent possible, be elected by the Membership, usually at the AGM. 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 an officer during the course of the investigation. This may sound extreme, but if the duties of an officer are required and there is no Director with the specific expertise to undertake specialized responsibilities, there has to be a way to move forward.

6. Meetings of the Executive Committee

The frequency of meetings for the Executive Committee 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 are typically scheduled for 75 minutes. The Chair advises the Secretary of an Executive Committee meeting and its Agenda. A notice of meetings (following Bylaw section 5.2) 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, if any; 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 Chair of the Board is the Chair of the Executive Committee and quorum is set at no less 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. A motion resulting in a tie is defeated.

The Secretary records the decisions of the Executive meetings and circulates these to members of the Executive for approval; after corrections and modifications, they are provided to the Board for information at its next meeting.

This policy was revised by the Board at its November 12, 2021 meeting.

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.

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