Policy 5: Board of Directors
A non-profit corporation such as ours defines a range for the number of Directors that sit on the Board, in STLHE’s case, between 5 and 20 (Bylaw section 4.2, Size of the Board). 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 elect five candidates from the list of 10 and that would be the new Board. Only the members can elect a Director. In this typical example, Directors are not voted in for the tasks they will be doing – that is decided amongst the Directors at the first meeting of the Board following the Annual General Meeting (see Policy 4: Officers/Directors and Executive Committee for additional information on the appointment of Officers in the Society).
The Board of Directors for the Society includes: the Executive Committee (Policy 4: Officers/Directors and Executive Committee) consisting of the Chair, the Vice-Chair, the Secretary and the Treasurer; and any other duly elected Directors of the Society. Although not formally a member of the Board or Executive Committee, the Executive Director (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. Directors are also asked to sign and comply with a Directors’ Responsibilities Statement once they have been elected to the Board. 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 3: Removal and Replacement of a Director in this Policy.
Decisions made by the Board come into immediate effect but may require confirmation from the Members at the Annual meeting if they are matters requiring Ordinary Resolution or Special Resolution (for example, bylaw revisions, changes to membership, and motions requiring a 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 a three-year term with a maximum of two consecutive terms. (Bylaw section 4.4, Term of Directors)
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
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 or immediately following the annual conference of the Society. A second day-long face-to-face meeting of the Board has frequently been held in December, the mid-way point of the academic year. The remaining Board meetings are online and scheduled for 75 minutes. Although any Officer of the Society may call a meeting of the Board (Bylaw section 5.1, Calling Meetings), the Chair advises the Secretary of a Board meeting and its Agenda. A notice of meetings (Bylaw section 5.2, Notice of Meetings) is provided at the start of each semester and a reminder sent seven days prior to each meeting which 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 (Bylaw section 5.5, Quorum) is set at a simple majority of Directors in office, and the Chair of the Society is normally chair of Board meetings; if the Chair is absent, the Vice-Chair, Secretary or Treasurer, in that order, 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. The Chair can make and second motions, vote on a motion, and may cast a second vote to break a tie. A tied vote is considered a defeated motion (Bylaw section 5.6, 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; 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 in draft form 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. Removal and Replacement of a Director
The normal circumstances for the removal of a Director are described in Bylaw section 4.5, 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 Chair will make an additional attempt to contact the absentee Director using the processes described Bylaw section 15.1, 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. 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. 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 (Bylaw section 4.6, Vacancies), or the Board may leave the position vacant until the Members elect a new Director for a three-year term at the next Annual General Meeting.
This policy was revised by the Board at its November 12, 2021 meeting.
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.