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HomeMy WebLinkAbout05 Constitutional Amendments and Policy Resolutions for OPSBA Annual General MeetingLIZ SANDALS President C56. GAIL ANDERSON Executive Director ONTARIO PUBLIC SCHOOL BOARDS, ASSOCIATION 439 University Avenue, 18th Floor, Toronto, Ontario M5G 1Y8 Telephone: (416) 340 -2540 • Fax: (416) 340 -757) --- REEIVEI) IN e -mail: admin*opsba.org • http: / /www.opsba.o g C EIVED MEMORANDUM �OnQOSA ri E RECORDS .:;:, fML FEB 24 2000 To: Member Board Chairs and Directors of Education ' * * Please provide copies of this memo and attachments to: OPSBA De legates /Alternates, Directors /Alternate Directors From: Florenda Tingle, Executive Coordinator ACTION: INFO COPIES SENT .r Date: February 21, 2000 'T RE: CALL FOR RESOLUTIONS Constitution & By -laws and Policy Resolutions Attached is information for member boards on the process and time lines for submitting proposals to amend the OPSBA Constitution and By -laws, and providing policy resolutions for debate at the June, 2000 Annual General Meeting. Would you please review this material with your board and submit any proposals to the OPSBA office by the deadlines noted: Constitutional Amendment Proposals: Friday, March 31, 2000 Policy Resolutions: Friday, April 7, 2000 If you have any questions, please get in touch with me at (416) 340 -2540 or 1 -800- 268 -5194, extension #108, e-mail: ftingle @opsba.org mm%agm2000\rao;s. mmo Ontario Public School Boards' Association 96. CALL FOR CONSTITUTIONAL AND POLICY RESOLUTIONS JUNE, 2000 ANNUAL GENERAL MEETING Each year, OPSBA member boards have the opportunity to propose amendments to the Association's constitution and by -laws, and to submit policy resolutions for consideration at the annual general meeting. This year the Annual General Meeting is being held on Friday, June 16, 2000 at the Hilton Hotel, London, Ontario. CONSTITUTIONAL AMENDMENTS The constitution and by laws were amended in June 1999 to set the Association's fiscal year as September 1 to August 31. As well, a new class of Vice - President, appointed by Member Boards, based on FTE enrolment of 150,000 was adopted. A copy of the revised constitution is included for your reference. Proposals for amendments to the constitution and by laws to be considered at the June, 2000 AGM may be submitted, in writing, to the board of directors by a member board or a member of the OPSBA board of directors. The deadline for receipt (by mail or fax) of proposed amendments to be considered in June, 2000 is Friday, March 31. This will permit staff and legal counsel to review the proposals and prepare wording before submitting them to the board of directors. The board will consider all constitutional amendment proposals at its meeting on April 14 -15, 2000. After that meeting, the constitutional language will be finalized and member boards will be sent information on the amendments for the preparation of their delegates to the Annual General Meeting. POLICY RESOLUTIONS Member boards may also submit policy resolutions for consideration at the Annual General Meeting. Policy resolutions assist the Association in setting work priorities, developing policies and establishing future directions. Guidelines for the submission of policy resolutions are attached for your information. The deadline for the receipt of policy resolutions (sent by mail or fax to the OPSBA office) is Friday, April 7, 2000. For more information please contact Florenda Tingle, Executive Coordinator, by phone at ext. 108, or by email ftingle @opsba.org -57, Ontario Public School Boards' Association GUIDELINES FOR THE SUBMISSION OF POLICY RESOLUTIONS TO THE 2000 ANNUAL GENERAL MEETING 1. Policy resolutions should reflect the corporate position of a member school board and address issues that have provincial implications. Proposals for action by OPSBA should be clearly identified. 2. Resolution(s) should clearly indicate that they are being submitted for consideration at the Annual General Meeting (please use a policy resolution form). A written rationale and background materials should be submitted with the resolution(s). 3. The deadline for receipt of resolutions is Friday, April 7, 2000. 4. On April 13 -14, 2000, resolutions will be reviewed by OPSBA's Executive Council (acting as a policy resolutions committee) which may make recommendations to the Annual General Meeting regarding the disposition of the resolutions. Recommendations emanating from Executive Council may suggest alternative wording, or that the resolution be referred to an appropriate work group. If any action of this nature is taken, the member board submitting the resolution will be notified. 5. Proposed resolutions, together with comments and recommendations from Executive Council will be forwarded to member boards on April 28, 2000 for review and consideration. 6. Resolutions received after April 7, 2000 but before April 28 will be numbered and printed in the annual report book. Resolutions received in the OPSBA office after April 28, 2000 cannot be included in the annual report book and must be treated as late resolutions (see #7 below). 7. Late resolutions: In accordance with the OPSBA Constitution (section 16.03) resolutions may also be presented directly to the Annual General Meeting providing that a two - thirds majority of voting delegates is in agreement, and sufficient copies of the resolution are provided for the assembly. 8. Resolutions referred from the Annual General Meeting to committee: In accordance with the OPSBA Constitution (Section 16.03) any resolution referred by the AGM to a work group for study must be reported back to the membership no later than the next annual general meeting. The member board which originally proposed resolution is entitled to have it submitted to a full vote of the membership at that annual general meeting, notwithstanding any position adopted on the resolution by the work group. Resolutions referred from the 1999 AGM will be reported on to the originating board, and to the membership by April 28, 2000. OPSBA POLICY RESOLUTION FORM For 2000 Annual General Meeting ORIGINATING MEMBER BOARD: DATE: Please include a written rationale, background information and /or explanation and action to be taken by OPSBA. Attach additional information as required. Deadline for consideration by Executive Council (acting as the Policy Resolution Committee) is Friday, April 7, 2000. Resolutions submitted after Friday, April 7, 2000 but before April 28, 2000, will be included in the Annual Report Book. Resolutions submitted after April 28, 2000 will be considered Late Resolutions, and may be dealt with in accordance with Section 16.03 of the Constitution and By -Laws. agm20001reso1s.ntc ' Revised June 1999 ONTARIO PUBLIC SCHOOL BOARDS' ASSOCIATION NAME AND SEAL 1.01 The name of the Association shall be the Ontario Public School 1.01 Name of Association Boards' Association (herein referred to as the "Association "). 1.02 The Seal, an impression whereof is stamped in the margin to the right 1.02 Corporate Seal hereof, shall be the official corporate seal of the Association. HEAD OFFICE 2.01 The Head Office ofthe Association shall be situate in the Municipality 2.01 Head Office ofMetropolitan Toronto in the County ofYork in the Province ofOntario, or at such other place as the Board of Directors may from time to time determine. MEMBERSHIP 3.01 The membership of the Association shall consist of: 3.01 Membership (1) Member Boards (2) Delegates of Member Boards (3) Honorary Life Members (4) Trustees (5) Associate Members (6) Directors 3.02 Member Board: A "Member Board" is defined as any English 3.02 Member Board Defined language public district school board, French language public district school board or public school authority which is admitted as a Member Board by the Board of Directors. Member Boards must pay the appro- priate annual fees by the l s of September each year. Member Boards are assigned to a Region in accordance with Section 7.02. Each new Member Board shall be assigned to a Region by the Board of Directors. 3.03 Delegates: Each Member Board shall appoint a Trustee to act as 3.03 Delegate of Member Board the Delegate ofthe Member Board and to exercise all rights and privileges Defined of the Member Board, including that of voting at the annual and general meetings ofthe Association and at the meetings of the Regional Council to which the Member Board is assigned. In addition, each Member Board may appoint another Trustee of the Alternate to Act in Absence Member Board who may act as Alternate in the absence ofthe Delegate. of Delegate The Alternate, so acting, shall have full rights and privileges of the Delegate, including voting powers. The Chair or the Secretary of each Member Board shall certify in writing to the Association the name of the Delegate and the Alternate, if any. Each Delegate has only one vote and shall not vote by proxy. 3.04 Honorary Life Members: Honorary Life Membership shall be 3.04 Honorary Life Member conferred upon all those who prior to the formation of the Association Defined OPSBA RevisecWune 1999 MEMBERSHIPCOUrD Owere Honorary Life Members of the Ontario Public School Trustees' Association, the Association of Large School Boards in Ontario or the Northern Ontario School Trustees' Association and upon all Past Presidents of the Association. Honorary Life Membership may be conferred upon any person by the Board of Directors for outstanding service to the Association. Honorary Life Members shall enjoy all the rights and privileges of membership in the Association, but shall not, as such, be entitled to vote or hold office in the Association. 3.05 Trustee Defined 3.05 Trustees: "Trustee" means each and every duly elected or ap- pointed trustee of each Member Board and includes the Delegate or Alternate Delegate of the Member Board. Trustees may attend and participate in Regional Council Meetings and in the annual and general meetings ofthe Association, but only Delegates (or their Alternates) may present or second motions or vote. Any Trustee is eligible to be elected or appointed a Director or Officer of the Association. 3.06 Associate Member Defined 3.06 Associate Member: Any person ororganization with aninterest in education and a desire to participate in the work of the Association other than any district school board or school authority that is eligible to be a member board shall be eligible to apply to the Board of Directors of the Association to become an Associate Member. Associate Members shall enjoy all the rights and privileges conferred upon such members or class therof from time to time, but shall not be entitled to vote or hold office in the Association. Associate members shall be divided into the following classes, or such other classes as the Board of Directors of the Association may determine from time to time: (i) Former public school board trustees; (ii) Individuals; (iii) Not - for - profit organizations; and (iv) For profit organizations. 3.07 Director Member Defined 3.07 Director: Any person elected or appointed as a Director of the Association shall be admitted as a Member of the Association. Directors shall be entitled to vote in their capacity as Directors of the Assosication and shall enjoy all the rights and privileges of Membership in the Association, but shall not, in their capacity as Members of the Assosciation be entitled to vote as Members of the Association. WITHDRAWAL OF MEMBER BOARDS 4.01 Member Board Withdrawal 4.01 A fully - paid -up Member Board may withdraw from the Association at any time upon written notification to the Executive Director of the Notification Period Association. The withdrawal will not take effect until six months after the receipt ofthe notification by the Executive Director. Ifa Member Board Fees Owing which owes annual fees or other amounts to the Association elects to withdraw, such debt will remain payable. The Member Board shal I not be Readmission readmitted to membership except with the approval of the Board of Directors. 5.01 Annual Fees 2 FEES 5.01 The annual fees for Member Boards and each class of Associate Member shall be as determined by the Board of Directors from time to time. OPSBA 7.02 Five Regions shall be established as follows: 7.02 Five Regions (a) North, which shall be divided into two sub - regions. (a)North (i) North Sub Region East (u) North Sub Region West (b) West (b)West (c) East (c)East (d) Central East (d )Central East (e) Central West (e )Central West 7.03 The Regional Councils may advise the Executive Council and the 7.03 Regional Meetings Board of Directors of issues and matters affecting their Member Boards. The Member Boards of a Regional Council may hold such meetings as are deemed necessary forthe purposes ofthe Regional Council but there shall be no fewer than two such meetings per year, one of which shall occur atorabout the time oftheAnnual General Meeting forthe purpose of electing and appointing Directors pursuant to Article 9. In the case of the Northern Regional Council, apart from the Regional Council Meeting at the time of the Annual General Meeting, a sub - regional meeting in each of the sub - regions may be substituted for the other required Regional Council Meeting. Such substitution may be approved by a majority of Delegates in the Regional Council at any Regional Council Meeting. Each Regional Council may appoint such work groups on such terms as it determines appropriate for the purpose of advising the Regional Council on matters, including labour relations matters, falling within the responsibility of such work groups. BOARD OF DIRECTORS 8.01 The affairs of the Association shall be managed and supervised by 8111 Board of Directors' a Board of Directors composed of the President, the First Vice- OPSBA 3 Revised June 1999 FEES ' CONT'D / 5.02 All membership fees shall be due on September I of each year or on 5112 Fees Due Date such earlier date specified by the Board of Directors. The Executive Director shall mail or deliver statements in the Schedule of Membership (W Fees to each fee - paying Member at least one month prior to the date upon which payment is due. 5.03 Honorary Life Members, Delegate Members, Directors and Trustees 5.03 Fees Exemptions shall not be required to pay fees. 5.04 Any Member Board or Associate Member which has not paid the 5.04 Membership Ceases annual Association fees by September 15 in any year shall immediately cease to be a Member and may be readmitted to membership only with Readmission approval of the Board of Directors. FISCAL YEAR 6.01 The fiscal year of the Association shall be from September 1 to 6.01 Fiscal Year August 31. REGIONAL STRUCTURE 7.01 To provide for the optimum expression of opinion by its Member 7111 Regional Structure Defined Boards, the Association shall be restructured so as to provide a forum that will reflect the varied interests of Member Boards ofall sizes from all areas of Ontario, yet encourage the recognition of their similarities. The Member Boards shall be allocated to Regional Councils. 7.02 Five Regions shall be established as follows: 7.02 Five Regions (a) North, which shall be divided into two sub - regions. (a)North (i) North Sub Region East (u) North Sub Region West (b) West (b)West (c) East (c)East (d) Central East (d )Central East (e) Central West (e )Central West 7.03 The Regional Councils may advise the Executive Council and the 7.03 Regional Meetings Board of Directors of issues and matters affecting their Member Boards. The Member Boards of a Regional Council may hold such meetings as are deemed necessary forthe purposes ofthe Regional Council but there shall be no fewer than two such meetings per year, one of which shall occur atorabout the time oftheAnnual General Meeting forthe purpose of electing and appointing Directors pursuant to Article 9. In the case of the Northern Regional Council, apart from the Regional Council Meeting at the time of the Annual General Meeting, a sub - regional meeting in each of the sub - regions may be substituted for the other required Regional Council Meeting. Such substitution may be approved by a majority of Delegates in the Regional Council at any Regional Council Meeting. Each Regional Council may appoint such work groups on such terms as it determines appropriate for the purpose of advising the Regional Council on matters, including labour relations matters, falling within the responsibility of such work groups. BOARD OF DIRECTORS 8.01 The affairs of the Association shall be managed and supervised by 8111 Board of Directors' a Board of Directors composed of the President, the First Vice- OPSBA 3 Revisedjune 1999 BOARD OF. DIRECTORS CONT'D President, the Second Vice- President, the Past President, the five /��Regional Vice- Presidents and the number of Directors appointed or � I elected in accordance with the provisions of Article 9, including those Directors appointed Vice - Presidents in accordance with Section 10.03. The following matters shall be the sole responsibility of the Board of Directors: submission to the Member Boards of any matter or questions requiring the approval of the Member Boards; the filling of vacancies in the Board of Directors or in the office of auditor between Annual General Meetings, the appointment or removal of the President, First Vice- President, Second Vice- President and the Ex- ecutive Director, the approval of budgets and financial statements; the amendments of the By -laws of the Association; the approval of the establishment of Core Issue Work Groups or the granting of Honorary Life Membership. Emphasis will be placed on political direction. Save for the President, First Vice- President, Second Vice - President, Past President and the five Regional Vice - Presidents, Directors shall be appointed and/or elected by the Member Boards ofthe Association. One Trustee elected by each Regional Council shall be the Chair of the Regional Council and Vice- President of the Association. One Direc- tor elected by each Regional Council shall be the Vice -Chair of that Regional Council. 8.02 Director Defined 8.02 Each Director shall be a Trustee. The term of office for each Director shall be one year, commencing immediately after the Annual General Term of Office Meeting at which the Director is appointed or elected. Directors shall be eligible for re-appointment or re- election. Ifat anytime during a Director's term that Director ceases to be aTrustee, or if the Member Board ofwhich the Director is a Trustee ceases to be a Member of the Association, the Director shall forthwith cease to be a Director. 8.03 Quorum 8.03 In the event a Director cannot attend a meeting of the Board of Directors, an Alternate may attend and vote in that Director's place. A quorum of the Board of Directors shall be not less than two -fifths of the Board of Directors. 8.04 Number of Meetings 8.04 Board of Directors' meetings shall be held on a regular basis, at least three times annually, and at such other times at the call of the President or on the written request of ten Directors. 8.05 Observers 8.05 Any Member Board is entitled to send a Trustee as a non - voting observer to Board of Directors' meetings. Note: While section 8.05 provides for observers (trustees from member boards) 8.06 If a vacancy occurs on the Board of Directors for any reason whatso- to attend directors' meetings, under ever, the vacant position shall be filled in the following manner: corporation law, meetings of the Board () if the vacancy occurs within three months prior to a scheduled of Directors are not open to the public Annual General Meeting or other General Meeting, the position except by Invitation. shall be filled at such meeting in accordance with the provisions of Articles 9 and 10; 8.06 Vacancies (i) in the case of a vacancy in the position of President, First Vice - President or Second Vice - President, a replacement shall be elected by the MemberBoards, in accordance with the provisions ofsection 8.07; (ii) in thecase ofavacancy in the position ofRegional Vice-Chair elected to represent a Regional Council or of Regional Vice- President elected to represent a Regional Council, a replacement shall be elected by the Member Boards in such Regional Council either at a meeting convened for such purpose or in such other manner as 4 OPSBA Revised June 1999 BOARD OF DIRECTORS CONT'D may be adopted in accordance with the procedures set out in article h 9; of (W (iv) in the case of a vacancy in the position of a Director appointed by a Member Board, a replacement shall be appointed by that Member Board; and (v) in the case of a vacancy in the position of Past President, the position shall remain vacant until a new President is elected. 8.07 Ifthe Board of Directors determines that it is desirable, having regard 8.07 General Meeting or alternate to timing, cost and other considerations, to convene a General Meeting procedure to fill vacancies. for the purpose of holding an election to fill a vacancy on the Board of Directors, the meeting shall be convened in accordance with the provi- sions hereof. Ifthe Board ofDirectors determines that a General Meeting is not desirable, it shall determine an alternate procedure for accepting nominations and conducting the election. The Executive Director shall notify each of the Member Boards of the procedure proposed to be adopted. Each Member Baord shall have thirty (30) days in which to review the proposed procedure and to notify the Executive Director of its opposition to the proposed procedure. If more than one third (1/3) of the Member Boards oppose the proposed procedure, a General Meeting shall be convened to hold the election. Otherwise, the election will be held in the manner proposed by the Board of Directors. APPOINTMENT AND ELECTION OF DIRECTORS 9.01 Each District School Board that is a Member shall be entitled to 9A1 Member Board entitlement to appoint one Trustee to the Board of Directors. Each District School APPOINT Director Board that is a Member which has a pupil enrolment between 70,000 to (W 199,999 pupils shall be entitled to appoint an additional Trustee from that District School Board to the Board of Directors. Each District School Board that is a Member which has apupil enrolmentofmore than 200,000 Pupil Enrolment Qualification pupils shall be entitled to appoint a further additional Trustee from that for Appointed Trustees District School Board to the Board of Directors. Forthe purpose of such calculation, "pupil enrolment" imeans full time equivalent pupil enrol- ment of all pupils enrolled in grantable programs, as of the immediately preceeding October 3 1. Forthe purposes of calculating such enrolment, the definitions of the Education Act and regulations thereunder shall govern. The Executive Directorofthe Association shall be responsible Executive Director's for determining the pupil enrolment of each Member Board and of the Determination Final Association as a whole and shall certify, no later than one month prior to the Annual General Meeting, those Member Boards entitled to appoint an additional Trustee or additional Trustees to the Board of Directors. The Executive Director's determination and certification of pupil enrolment shall be final and binding. In the absence of the Exception Executive Director, the Board of Directors may, by resolution, appoint another person to make the determination and certification required by this Section. 9.02 Contemporaneously with the Annual General Meeting of the Asso- 9.02 Elections Held at ciation, each Regional Council shall meet separately toe lect a Trustee of Regional Council Meetings one of the Member Boards of that Regional Council as Regional Vice - President and as Director of the Association. The Regional Vice- Regional Council Chair /Vice President President shall be a Member of the Executive Council. Contemporaneously with the Annual General Meeting of the Asso- ciation, one Trustee from each Member Board in each Region also shall be appointed by each Member Board as a Director, and in the case of OPSBA 5 Revised Jyne 1999 ELECTIONOFDIRECTORS CONTD Member Boards entitled to appoint an additional Trustee or additional Trustees to the Board of Directors, an additional Trustee or additional Trustees shall be appointed as Directors from such Member Boards. Contemporaneously with the Annual General Meeting of the Asso- ciation, each Regional Council shall elect a Trustee ofone ofthe Member Boards forming part of that Regional Council, who has already been appointed as a Director by a Member Board to Regional Council, as Vice -Chair of the Regional Council. The Regional Vice- Chairs of the Association shall serve as alternates to the Regional Chairs on the Executive Council. 9.03 School Authorities 9.03 At the Annual General Meeting of the Association, the group of ELECTED Trustee to the school authorities that are Members shall meet separately to elect its Board of Directors representative to the Board of Directors. The group of school authorities shall be entitled to elect a Trustee of one of the school authorities to the Board of Directors. 9.04 Alternates to Directors on 9.04 Each Member Board which is entitled to appoint a Director pursuant the Board of Directors to Section 9.01 may also appoint a Trustee to act as an Alternate representative to the Board of Directors in the absence of the Director. The Group of School Authorities which is entitled to elect a Director to the Board of Directors pursuant to Section 9.03 may also elect a Trustee Delegates Entitled to Vote to act as an Alternate representative to the Board of Directors in the absence of the Director. Alternates shall have all of the rights of the Directors they represent, including the right to vote. 9.05 President Advised of Directors 9.05 The Chair of each Regional Council shall advise the President in and Alternates Following writing, immediately following the matter at which the Directors and Selection Alternates are chosen, of the names of the Directors and Alternates and the Member Boards they represent. OFFICERS 10.01 Officers Defined 10.01 The Officers of the Association shall consist ofthe Past President, the President, the First Vice- President, the Second Vice - President, the five Regional Vice- Presidents, the Vice- Presidents appointed under Sec- tion 10.03, and the Secretary who shall be the Executive Director. 10.02 Election of Officers 10.02 At the Annual General Meeting ofthe Association, an election shall be held to elect a Trustee to each of the following offices: (1) President; (2) First Vice - President; and (3) Second Vice- President. Delegates Entitled to Vote Every Delegate who attends the Annual General Meeting shall be entitled to vote in the election of the President, First Vice- President and Second Vice - President. 10.03 "Pupil Enrolment" 10.03 Each Member Board of the Association with a pupil enrolment of Vice - Presidents 150,000 or more shall be entitled to appoint one of its Directors as a "pupil enrolment" Vice- President of the Association and a second of its Directors as an Alternate to that Vice- President. For the purposes of such calculation, "pupil enrolment" shall have the same definition and provisions as in section 9.01. The Executive Director of the Association shall certify, not later than one month prior to the Annual General Meeting, those members 6 OPSBA Revised June 1999 OFFICERS CONT'D entitled to appoint a Vice - President and Alternate to a Vice - President. (W Contemporaneously with the Annual Meeting of the Association, each Member Board entitled to appoint a Vice- President and Alternate shall notify the President of the Association, in writing, of the names of the Vice- President and Alternate to the Vice- President. In the case of a vacancy in the position of a Vice- President or an Alternate to a Vice- President appointed by a Member Board, a replace- ment shall be appointed by that Member Board. If at any time during the term of a Vice- President or Alternate Vice - President appointed by a Member Board that Vice - President or Alter- nate Vice - President ceases to be a Trustee, or if the Member Board which that Vice - President or Alternate represents ceases to be a Member of the Association, the Vice- President and/or the Alternate Vice - President, as the case may be, shall forthwith cease to be a Vice - President or Alternate Vice- President of the Association. 1 0.04 Each Officer (other than the Secretary) shall be a Trustee. If at any time during an elected Officer's term the Officer ceases to be a Trustee or the Member Board of which the Officer is a Trustee ceases to be a Member of the Association, such office shall be deemed vacant and the provisions of Section 8.06 shall apply. 10.05 The elected Officers shall hold office for one year or until their successors are elected. They shall be eligible for re- election. PRESIDENT 11.01 The President shall preside at all meetings of the Association and of the Board of Directors. 11.02 In the absence of the President, the President's duties shall devolve upon the First Vice- President. 11.03 The President shall be responsible for the general supervision of the affairs of the Association and shall be an ex- officio member of all committees. EXECUTIVE DIRECTOR �5. 10.04 Officers Must be Trustees 10.05 Term of Office Re- election 1101 Duties of President 11.02 Duties of First Vice- President (see also section 13.04) 11.03 General Supervision of Association Affairs ExOfficio Memberof Committees 12.01 The Executive Director shall be appointed by the Board of Directors, I= Appointment subject to such terms of employment and exercising such responsibilities as the Board of Directors may determine. Responsibilities EXECUTIVE COUNCIL 13.01 The Executive Council shall consist of the Past President, the 13.01 Membership Defined President, the First Vice- President, the Second Vice - President and the five Regional Vice - Presidents, and the Vice - Presidents appointed in accordance with section 10.03. The First Vice - President shall Chair the Executive Council. Quorum for Executive Council shall consist of a simple majority plus one of the Members of Executive Council. 13.02 During the intervals between the meetings of the Board of Directors, 13.02 Responsibilities OPSBA 7 Revise4June 1999 EXECUTIVE COUNCIL CONT'D the Executive Council shall possess and may exercise (subject to any regulations or restrictions which the Board of Directors may from time to time impose) all the powers of the Board of Directors in respectto the management ofthe Association's financial and operational affairs and the assignment of priority issues, in which specific directions shall not have been given by the Board of Directos. All Core Issue Work Groups established at the Annual General Meeting to deal with priority issues, upon the recommendation of the Board of Directors with the advice of the Executive Council, shall report to the Board of Directors through Executive Council. The Executive Council shall not act at any time in the following matters, which matters shall be the sole responsibility of the Board of Directors: submission to the Member Boards of any matter or question requiring the approval of the Member Boards; the filling of- vacancies in the Board of Directors or in the office of auditor between Annual General Meetings; the appointment or removal of the President, First Vice- President. Second Vice - President and the Executive Director; the approval of budgets and financial statements; the amendments ofthe By -laws of the Association, the approval of the establishment of Work Groups or the granting of Honourary Life Membership. 13.03 Meetings 13.03 The meetings ofthe Executive Council shall be called by the Executive Director upon direction of the Chair or at the written request of any four members of the Executive Council. 13.04 Executive Council Reports to 13.04 The Executive Council shall keep minutes of its meetings in which Board of Directors shall be recorded all action taken by it, which minutes shall be submitted as soon as practicable to the Board of Directors. It shall be the respon- sibility of the First Vice- President to report on the activities of the Executive Council at each meeting of the Board of Directors. 13.05 Attendanceatmeetingby 13.05 In the event that a Regional Vice- President cannot attend a Alternate to Regional meeting of the Executive Council, the Vice -Chair of the Regional Vice - President Council represented by the Regional Vice- President, may attend and vote in that Regional Vice - President's place. In the event that a Vice- President appointed by a Member Board cannot attend a meeting of the Executive Council, the Alternate to the Vice - President of that Member Board may attend and vote in that Vice - President's place. CORE ISSUE WORK GROUPS 14,.01 Purpose 14.01 The Board of Directors shall recommend, based on input from Executive Council, priorto each Annual General Meeting ofthe Associa- tion approval of the establishment of specific Core Issue Work Groups. The purpose of the Core Issue Work Groups will be to advise the Board of Directors through Executive Council on matters falling within the areas of responsibility of each Core Issue Work Group. The Core Issue Work Groups shall be established upon the majority vote of the Delegates of the Member Boards at the Annual General Meeting of the Association. 14.02 Termination of Work Group 14.02 The existence of each such Core Issue Work Group shall be termi- nated automatically upon the first occurrence of- (a) the completion of its assigned purpose; (b) a resolution acknowledging or determining the completion of the assigned purpose by the Board of Directors or the Executive 8 OPSBA Revised June 1999 CORE ISSUES WORK GROUPS CONT'D Council (as the case may be) (c) the next Annual General meeting of the Association. 14.03 The term, mandate and number of members of each Core Issue Work 14.03 Terms and Mandates Group shall be established each year at the Annual General Meeting in accordance with Section 14.0 1, based on recommendations from the Board of Directors with input from Executive Council. Each Core Issue Work Group shall report through the Executive Council to the Board of Directors. 14.04 The Delegates of each Regional Council shall, at the time of 14,04 Membership Defined appointment and election of Directors appoint such number of trustees as has been determined by Section 14.01 to be members of each Core Issue Work Group. The Board of Directors shall appoint members of Executive Council to act as liaison members of any Core Issue Work Group. 14.05 The Delegates of each Regional Council may at the time of 14.05 Alternate Member appointment and election of Directors, appoint trustees to act as alternate members of each Core Issue Work Group in the absence of the appointed members. 14.06 The Quorum for any meeting of each Core Issue Work Group shall 14.06 Quorum be a simple majority of the members of the Core Issue Work Group. 14.07 Membership in the Core Issue Work Group shall terminate automatically 14.07 Termination of Membership upon the failure of a person to attend three consecutive meetings of the (W Core Issue Work Group, unless the Executive Council decides by resolution that such person should remain a member. AD HOC WORK GROUPS 15.01 The Board of Directors or the Executive Council may from time to time 15.01 Appointment appoint ad hoc work groups as they deem expedient for the purpose of advising the Board of Directors or the Executive Council. When appro- priate such ad hoc work groups shall include representatives from all Regional Councils. 15.02 The Board ofDirectors orthe Executive Council (as the case maybe) shall 15.02 Terms and Mandates determinethe term and mandate ofeach adhocworkgroup. Each ad hoc work group shall report to the Board ofDirectors or the Executive Council (as the case may be). GENERAL MEETINGS OF MEMBERS 16.01 The Annual General Meeting ofthe Association shall be held at such 16.01 Annual General Meeting, time and place in each calendar year as determined by the Board of Timing Directors. 16.02 At every Annual General Meeting, in addition to any other business 16.02 Business of Meeting that may be transacted, the report of the Board of Directors, including committee reports, and a balance sheet along with a general statement of income and expenditure for the financial period ending upon the date of such balance sheet and the report of the auditor shall be presented for the information of the meeting. The auditor of the Association shall be Appointment of Auditor appointed at each Annual General Meeting to hold office until the next Annual General Meeting. OPSBA 0 Revised)une 1999 GENERAL MEETING OF MEMBERS CONT'D 16.03 Policy Resolutions 16.03 Policy resolutions may be submitted by Member Boards for consideration during the Annual General Meeting. Where circumstances • permit, policy resolutions shall be submitted in advance of the Annual General Meeting. Policy resolutions may also be presented from the floor of the meeting, subject to the approval of two thirds (2/3) of the delegates and the provision of a copy of the resolution to each of the delegates. If any resolution is referred for study by a work group, the resolution and the committee's consideration thereof must be reported back to the membership no later than the next ensuing Annual General Meeting. The Member Board proposing a policy resolution shall be entitled to have it submitted to a full vote of the membership at said meeting, notwithstanding the position adopted on it by the work group to which it was referred. 16A4 General Meeting, Called at 16.04 The Board of Directors, by resolution, may calla General Meeting of anytime the Association at any time. 16A5 Entitlementto Vote 16.05 At the Annual and General meetings ofthe Association, each Member Board shall be entitled to one vote, provided, however, that in calculating the total number of votes in favour of any motion and/or opposed to any motion, the votes shall be weighted as follows: Vote Weight of 1 (i) each vote of a school authority that is a Member Board shall have the weight of one (1) vote; Vote Weight of 2 (ii) each vote ofa District School Board that is a Member Board and has a pupil enrolment ofone (1) to ten thousand (10,000) pupils shall have the weight of two (2) votes; Vote Weight of 3 (iii) each vote ofa District School Board that is a member Board and has a pupil enrolment of ten thousand and one (10,001) to twenty-five thousand (25,000) pupils shall have the weight of three (3) votes; Vote Weight of 4 (iv) each vote ofa District School Board that is a Member Board and has a pupil enrolment oftwenty-five thousand and one (25,001) to fifty thousand (50,000) pupils shall have the weight of four (4) votes; Vote Weight of 5 (v) each vote of a District School Board that is a Member Board and has a pupil enrolment of fifty thousand and one (50,001) to seventy-five thousand (75,000) pupils shall have the weight of five (5) votes; Vote Weight of 6 (vi) each vote of a District School Board that is a Member Board and has a pupil enrolment of seventy-five thousand and one (75,001) to one hundred and ten thousand (110,000) pupils shall have the weight of six (6) votes; Vote Weight of 7 (vii) each vote of a District School Board that is a Member Board and has a pupil enrolment of one hundred and and ten thousand and one (110,001) to two hundred thousand (200,000) pupils shall have the weight of seven (7) votes; and Vote Weight of 8 (viii) each vote of a District School Board that is a Member Board and has a pupil enrolment ofmore than two hundred thousand (200,000) pupils shall have the weight of eight (8) votes. 16.06 Quorum for Annual or 16.06 Quorum for any Annual or General Meeting of the Association tieneral Meetings shall be a majority of the Member Boards, provided that no Annual or General Meeting shall be held unless the Member Boards holding a majority of the weighted votes are present. Any Annual or General Meeting of the Association, except for any questions proposed for the 10 OPSBA ' Revised June 1999 GENERAL MEETING OF MEMBERS CONT'D (W consideration of Members, which pursuant to the Corporations Act (Ontario) requires approval by at least two- thirds (2/3) of the votes cast, all questions proposed for the consideration of Members shall be determined by a majority of the votes cast. For greater clarity, the total number of votes cast in favour of any motion and/or opposed to any motion shall be calculated in accordance with Section 16.05. NOTICE OF MEETINGS 17.01 Notice of all meetings of the Board of Directors, Executive Council, or of any work group shall be mailed or delivered by the Executive Director to each Member Board concerned at least two weeks'before the date of the meeting. Notice of the Annual General Meeting or any other General Meeting shall be mailed by the Executive Director to each Member Board, Honorary Life Member and Associate Member at least two weeks before the date of the meeting. No public notices shall be required. Notices of General Meetings shall specify the matters proposed to be dealt with at such meetings. RULES OF ORDER 18.01 The fundamental principles of Canadian parliamentary rules of procedure shall govern the proceedings of the Association, its Board of Directors, Executive Council. work groups and ad hoc work groups as far as they may be applicable without coming in conflict with the Letters Patent and By -laws. In the case of a dispute over the applicable Rules of Procedure, reference may be made to Bourinot's Rules of Order and the person chairing the meeting shall determine the procedure to be adopted. 19.01 The Board of Directors may amend the Constitution and any other By -Law of the Association. The amendments will be effective when confirmed by at least two- thirds of the votes cast at a General Meeting of Members. OPSBA 17.01 Board of Directors, Executive Council, Work Groups Annual General Meeting General Meetings Matters to be Dealt with, Specified I= Parliamentary Rules to Govern Association Proceedings Bourinot's Rules of Order 19.01 Amendmentstothe Constitution and By -Laws 11 Revised ;une 1999 6 - 1. The Directors from time to time may: (a) BorrowingMoney (a) borrow money; (b) Bonds, Debentures, (b) pledge or sell such bonds, debentures, or debenture stock, or Securities other securities for such sums and at such prices as may be deemed expedient or be necessary; (c) Real or Personal Property (c) charge, hypothecate, mortgage or pledge any or alt of the real or personal property, including book debts and unpaid calls, rights powers, undertaking and franchises of the corporation to secure any bonds, debentures, debenture stock or other securities, or any liability of the corporation. Authorization to Borrow 2. From time to time the Directors may authorize any Director, officer or employee ofthe Association or any other person to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the securities to be given, therefore, with powerto vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the corporation as the Directors may authorize and generally to manage, transact and settle the borrowing of money by the Association. Limits on Borrowing 3. Notwithstanding the generality of the foregoing, the Directors shall not borrow or give security in any amount exceeding two months operating expenses except with the prior approval ofthe Member Boards, given at a General Meeting of the Association. 32 Revised June 1995, All cheques, bills of exchange or other orders for the payment of SigningOfficers /• money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such Officers, Agent or Agents of the Association and in such manner as shall from time to time be deter- mined by resolution of the Board of Directors and any one of such Officers or Agents may alone endorse notes and drafts for collection on account of the Association through its bankers, and endorse notes and cheques for deposit with the Association's bankers for the credit of the Association, or the same may be endorsed "for deposit" or "for collection" with the bankers of the Association by using the Associa- tion's tubber stamp for the purpose. Any one of such Officers or Agents so appointed may arrange, settle, balance and certify all books and accounts between the Association and the Association's bankers and may receive all paid cheques and vouchers and sign all the bank's forms of settlement of balances and release of verification slips. The securities of the Association shall be deposited for safekeep- Deposit of Securities ing with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Association signed by such Officer or Officers, Agent or Agents of the Association and in such manner as shall, from time to time, be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof. Approved September 24, 1988 Amended by Bylaw 4 approved October 14, 1989 HISTORY OF CONSTITUTION AND BY -LAWS The By -laws (Constitution, Borrowing, Banking) of the Association were initially adopted on September 24, 1988. These By -laws were: By -law Number 1, the Constitution By -law Number 2, Borrowing By -law Number 3, Banking On October 14, 1989, By -law Number 1 was amended and was adopted as By -law Number 4 On June 8, 1990, the Constitution was again amended and adopted as By -law Number 5. Part of adopting By -law Number 5 was to repeal By -law Number 4. On June 7, 1991, the Constitution was further amended to include terms of office for Standing Committees, to replace the Second Executive Vice - President position with a Treasurer position and to move Connell and Ponsford District School Area Board. On June 19 and 20, 1992, the Constitution was amended, in principle, to include Associate Membership Categories (this was ratified by the Board of Directors and Annual General Meeting in June, 1993). Additional amendments included a process for filling vacancies on the Board of Directors, and the addition of Bourinot's Rules of Order. The Borrowing By -law (By -law #2) also was amended to set limits on borrowing. On June 10, 1994, the Constitution was amended to confer Honorary Life Membership on persons for outstanding service to the Association, include the Treasurer as a member of the Operations Committee, affect a change of Region for the Muskoka Board of Education, and add the names of the French language member boards: Conseil des ecoles francaise de la communaute urbaine de Toronto and Conseil des ecoles publiques d'Ottawa- Carleton. A further amendment clarified the eligibility of trustees to stand for election to the position of Regional Vice- President/Chair of the Association. On June 9, 1995 the Constitution was amended to restructure the association as a result of a process of Organizational Renewal. The role of the Board of Directors was changed to permit it to become the principal source of policy and political direction between Annual General Meetings. In addition, Executive Council was given primary responsibility for coordinating the association's financial and operational affairs, and for assigning priority to issues (subject to any regulations or restrictions imposed by the Board of Directors). Standing committees, sub - committees and special committees were replaced with Core Issue Work Groups and Ad Hoc Work Groups, the Regions were renamed Regional Councils and their roles were expanded to provide a forum for discussion of common matters, to ensure a formal input mechanism for developing association positions, and to undertake greater political and media activity at the local level. Further amendments confirmed that proxy voting is not permitted, allowed Regional Councils to appoint alternate members to Work Groups to ensure regional representation at meetings; and establish guidelines to encourage attendance of members at Work Group meetings. CONTINUED on inside back cover... HISTORY OF CONSTITUTION ...CONTINUED from inside front cover... AND BY -LAWS On June 14, 1996, amendments approved at the Annual General Meeting included changes to the classes of Associate Membership to distinguish between profit and not -for profit organizational memberships, and the membership of individuals and former public school trustees. The names of new member boards and member boards with changed names were also included. A third amendment dealt with the process and voting rights for electing trustees to the Board of Directors in the Regions. On June 14, 1997, in preparation for the amalgamation of school boards and the proposed political reorganization of OPSBA, the constitution was amended through a number of interim provisions to permit the association to continue to operate under the Corporations Act (Ontario) through the transfer from the old board system to the new. On January 19, 1998, a special general meeting was held to amend the constitution significantly to reflect the new political and structural changes in the association. The Executive Officers were renamed, the new government terminology (district school boards and school authorities) was included, the fiscal year of the association was changed to match the fiscal year of the school boards and fee payment dates were changed. Amendments to change the political structure included changing the number of regions to five from six, providing for each member board to appoint at least one member to the OPSBA Board of Directors, establishing an election process for the selection of a trustee to represent the interests of school authority members, and to introduce a "weighted" voting structure for annual and general meetings of the association. At this meeting, the interim provisions adopted in June, 1997 were rescinded. On June 12, 1998, housekeeping amendments to clarify the rights of Alternate Delegates and eligibility for Associate Membership were adopted by the Annual General Meeting as well as an amendment to eliminate the restriction preventing Directors from serving on Core Issue Work Groups. On June 12, 1999, amendments were adopted to set the Association's fiscal year as September I to August 31. As well, a new class of Vice- President, appointed by Member Boards, based on FTE enrolment of 150,000 was adopted. Subsequent amendments were approved to ensure the full participation of these Vice - Presidents and their Alternates on the Board of Directors and Executive Council.