Board Policy 09: Board Governance

Legal References

Related References

Educating Together: A Handbook for Trustees, School Boards and Communities OPSBA 2006; Good Governance: A Guide for Trustees, School Boards, Directors of Education and Communities OESC 2018; Robert’s Rules of Order; Board Policy 10 Committees of the Board; Board Policy 4 Delegation of Authority; Board Policy 11 Board Representatives; Board 12 Policy Making; AP 515 Travel and Expense Reimbursement; Form 515 Travel and Expense Claims; AP 518 Hospitality

1. 1. Where a member has any significant pecuniary or other conflict of interest, direct or indirect, in any matter, the member must disclose the general nature of interest before any consideration of the matter. The member must not take part in any consideration or discussion of, or vote on any question in respect to the matter, and must not attempt in any way before, during or after the meeting to influence the voting.
   2. The member must leave the meeting during the time the matter is under discussion. Note: “Meeting” is defined to include “any regular, special, committee or other meeting” of the board.

1. 1. 1. The Secretary shall inform the delegation of the date of the meeting and the approximate time when the presentation will be heard. At the time of notification, delegations will be informed of the time available for the presentation. They will also be informed that there may be no response to the presentation at the meeting, and that there may be questions of clarification asked of them by members of the board at the end of the presentation. Delegations will also be informed that the purpose of a delegation is to allow the presentation to be heard, and not to debate the issue at the time of presentation. They will further be advised that, at the conclusion of the presentation, the concern raised will either be referred to the appropriate committee, referred to a future board meeting, or handled by letter following the board meeting, as determined by the Chair. Delegations will be offered a copy of the Delegations section of Board Policy 9 Board Governance By-Laws before the meeting at which they are to appear.
      2. Delegations appearing before the board will be introduced by the Chair who shall announce the board's policy regarding delegations.
      3. The Chair shall announce how much time is available to the delegation and shall rule on the acceptability of the presentation and adherence to the time limit. The Chair may limit or conclude a presentation that deviates materially from the announced topic of the presentation or essentially repeats a previous presentation to the incumbent board or committee. The spokesperson(s) for a delegation must refrain from the use of abusive, profane or derogatory language at all times, and the Chair may expel or exclude from any meeting any person(s) who engages in this or any other form of improper conduct.
      4. Following the presentation, the Chair shall acknowledge the presentation and ask the members of the board if there are any points they wish clarified. At no time during the meeting will members of the board or staff enter into discussion with any member of the delegation except to request clarification of a point made in the presentation.
      5. As soon as the Chair is satisfied that all points have been clarified, the Chair shall inform the delegation that the board will take the presentation under consideration during “New Business”.
      6. The Chair shall request a written copy of the remarks if not previously submitted. If not stated, the Chair shall ask the delegation what board action is being requested.
      7. The Board shall consider next steps in New Business, and the matter may then be considered by the board in public session or in closed session as required or permitted by Board Policy 9 Board Governance By-Laws or the Education Act, or as otherwise directed by motion of the board.
      8. Within 30 days, the Secretary shall inform the delegation of the disposition of its request, and include the date, time and place of any meeting of the board or a committee of the board where the subject matter was discussed. If the matter is referred to a committee whose meetings are open to the public, the Secretary shall inform the delegation in advance of the date and time of the meeting where the matter will be considered.

1. 1. 1. In exceptional circumstances, the Chair, in consultation with the Vice-Chair and Secretary of the Board, has the right to limit the allowed time for a presentation by a delegation, or the number of delegations to be heard at a meeting of the board.
      2. However, the Chair must, within reason, provide an opportunity for all delegations wishing to speak on a topic to be received at subsequent regular meetings of the board (to a maximum of six delegations in total at a regular meeting, as stated in Section 5.2.2 above) or at one or more special meetings of the board to be called for that purpose. If the number of requests is believed to be unmanageable, the board will determine by board motion a fair and equitable process to select the delegations to be heard.
      3. Once the board has made a decision on a matter raised by a delegation or delegations, or determines that the matter has been sufficiently addressed, the board will not entertain a further delegation on substantially the same issue within the ensuing six-month period, unless the Board, by simple majority, is of the opinion that there is sufficient new information to warrant a review.

1. 1. 1. The Chair shall preside at all meetings, or in the Chair’s absence, the Vice-Chair shall perform the duties of the Chair. In the absence of the Vice-Chair, or while the Vice-Chair is serving as Chair; the board shall choose a member to serve as Vice-Chair (Board Policy 8 Role of the Vice-Chair section 1(c)).
      2. In the absence of both the Chair and the Vice-Chair, the Secretary shall call the meeting to order, and call for a motion naming a member to act as Chair temporarily. The now acting Chair will then call for a motion to name an acting Vice-Chair.

1. 1. 1. The Chair shall preserve order and decorum, and decide all questions of order, subject to an appeal to the board or clarification by the parliamentarian. A member may immediately appeal a decision of the Chair. The Chair may request the reason for the appeal and shall explain the reason for the decision.
      2. When called to decide a point of order, the Chair shall, if requested, state the reasoning applicable to the case. Appeals of the Chair’s ruling shall be decided without debate (unless the Chair invites discussion thereon) and shall be submitted in the following form: “Shall the decision of the Chair be sustained (upheld)?”

1. 1. 1. Every member, prior to speaking to any question or motion, shall indicate to the Chair and wait to be recognized.
      2. When two or more members indicate their wish to speak at the same time, the Chair shall name the members who are to speak in order of recognition. The Chair may, at their discretion, allow one follow-up point outside of the order of the speakers list.
      3. No member shall interrupt another while speaking, unless to raise a point of order. Members raising a point of order shall be recognized by the Chair and shall confine themselves to the point of order or explanation.
      4. Any member may require the motion under discussion to be read for information at any time during the debate, provided that no such request shall be made so as to interrupt the member speaking to the question.
      5. After a motion has been moved and seconded and read by the Chair, it shall be deemed to be in possession of the board though it may be subsequently withdrawn at the request of both the mover and seconder. The Chair shall allow reasonable discussion prior to calling the vote. The member introducing the motion shall be given the opportunity to speak first, and have the privilege of replying immediately prior to calling the vote. (Notwithstanding, in order to allow for robust public consideration, there is no obligation on the mover or seconder to vote in the affirmative to the motion.)
      6. When the question under consideration contains two or more distinct propositions, upon request of any member, the Chair shall rule whether or not any particular proposition shall be considered and voted upon separately.
      7. No motion or amendment shall be debated unless the same be moved and seconded, except formal motions to adopt reports, to refer, to postpone, to lay on the table, to put the previous question, to file, to pay accounts or to adjourn.
      8. When a motion is under debate, the motions in order of precedence shall be:
         1. to adjourn; (decided without debate)
         2. to lay on the table; (decided without debate)
         3. to call the question; (decided without debate)
         4. to postpone; (decided without debate)
         5. to refer; (debatable only as to time and place)
         6. to amend.
      9. A motion to lay on the table may be reconsidered by the motion "to take from the table.”
      10. A motion to adjourn shall be in order, except when a member is speaking or a vote is being taken, or when the question has been called. A simple motion to adjourn shall not be open to amendment or debate, but a motion to adjourn to a certain time may be amended and debated. After a motion to adjourn has been defeated, a second motion to the same effect shall not be made until after some intermediate question(s) has (have) been disposed.
      11. The motion to call the question shall preclude all further amendment or debate, and shall be submitted by the Chair in this form: "Shall the question in debate be now called?" If adopted, the Chair shall at once proceed to put the main question and any amendments pending to the vote of the board. However, if the motion to call the question is defeated, the main question may then be debated and amended.
      12. A question having been postponed indefinitely shall not be taken up again at the same meeting.
      13. A motion to refer to a standing committee shall take precedence over a motion to refer to any other committee. A motion to refer to a committee shall take precedence over a motion to refer to the Director of Education.
      14. After a resolution is moved and seconded, a motion to amend may be made, and a motion to amend the amendment, but no further motion shall be made until these have been decided.
      15. All questions shall be put in the order in which they are moved except that the amendments shall be put before the main motion, the last amendment first, and so on.

1. 1. 1. After the Chair has put the questions to a vote there shall be no further debate.
      2. Every member present, when a question is put, shall vote thereon unless excused by the board. A member who does not vote will be counted in the “opposed” votes and a tied vote is deemed to be a defeat of the motion. In a close vote, the Chair shall state the number in favour and opposed and ask if anyone has been misrepresented before declaring the result of the vote.
      3. A two-thirds majority of the board members attending the meeting is required:
         1. To close nominations;
         2. To rescind a previous action of the board;
         3. To refuse to consider a question;
         4. To suspend a rule of order;
         5. To overturn a ruling of the Chair;
         6. To censure or expel a member of the board (Section 2.3.1 in Board Policy 5 Board Members’ Code of Conduct and Section 3.5 in Board Policy 9 Board Governance); and
         7. To approve, amend, alter, add to, or rescind a by-law or policy of the board.

1. 1. 1. A motion to re-consider must be moved by a member who voted on the prevailing side. After a vote has been taken on any question (except one of indefinite postponement) such vote may be reconsidered at any time during the same meeting. Alternatively, it may be reconsidered at any meeting held thereafter, provided the mover gives notice to that effect, in writing, to the Secretary of the Board for inclusion in the agenda.
      2. A motion to re-consider being once made and decided in the negative shall not again be entertained for three months.

1. 1. 1. The rules of parliamentary debate as set out in these by-laws and in the attached Appendix 3 - Parliamentary Procedure Made Easy shall govern. In case of conflict between these two, the text of these by-laws shall govern. Where existing board governance by-laws do not apply to or remedy a specific situation, the applicable reference in Robert's Rules of Order shall apply.
      2. In exceptional circumstances as determined by a unanimous vote of the board, rules of the board may be suspended.

1. 1. 1. The Chair of the Board or designate
      2. At least one additional member of the board
      3. The Director of Education or designate

1. 1. 1. The Chair of the committee or designate
      2. The Director of Education or designate
         Staff presentations may still be heard.

1. 1. 1. keep a full and correct record of the proceedings of every meeting of the board;
      2. complete all board correspondence as required and directed by the board;
      3. transmit copies of reports as requested by the Ministry of Education;
      4. ensure that all legal and policy provisions are adhered to;
      5. carry out board decisions;
      6. create an organization which will ensure that board decisions are implemented effectively;
      7. act as administrative liaison to the Chair and Vice-Chair of the Board;
      8. be a signing officer of the board; and
      9. perform such other duties as may be required by the Education Act, by the Regulations or by the board.

1. 1. 1. receive and account for all moneys of the board;
      2. be a signing officer of the board;
      3. act as administrative liaison to the Finance Committee and Audit Committee; and
      4. perform such other duties as may be required by the Education Act, by the Regulations, or by the board.

1. 1. 1. Notifying the Chair immediately when the board or any trustee is noticed to be acting against policy or regulation and a related point-of-order has not been raised;
      2. Maintaining an accurate record of board members' attendance at board meetings;
      3. Ensuring that each motion is properly moved and seconded and so advising the Chair when such is not the case;
      4. Recording the content of each motion and the result of any vote thereon;
      5. Preparing the minutes of each board meeting;
      6. Obtaining the signature of the Chair on the official copy of board meeting minutes and the signature of the Vice-Chair for Closed session minutes;
      7. Amending the official copy of board meeting minutes when so directed by the board; and
      8. Safekeeping of official minutes of board meetings.

1. 1. 1. Mandate:
         1. The purpose of the Student Senate is to advise the board on matters relating to public education within Avon Maitland District School Board.
         2. The committee may propose refinements to this mandate for board approval.
         3. The committee will review this policy in the spring of each year.
      2. Membership and Terms of Reference:
         1. There shall be an advisory committee to the board entitled Avon Maitland District School Board Student Senate with the following membership:
            • Up to two (2) students from each secondary school, excluding AMDEC, to be known as Student Senators;
            • One (1) school administrator (principal or vice-principal); and
            • Director of Education or designate.
            • Two (2) board trustees will be assigned as ex-officio, non-voting members to act in an advisory capacity. (One member and one alternate).
         2. A quorum exists if six Student Senators, 50% of the secondary schools who have senate representation in a given year, and one board member or administrator or Director’s designate are present.
         3. All student members are encouraged to participate on other board committees.
         4. If a Student Senator misses three meetings, the principal advisor or administrative liaison may contact the Student Senator's school and recommend to the school officials that a replacement be considered in compliance with the respective school's constitution.
         5. A budget for the operation of this committee shall be established annually in the approved expenditure budget for the district and should include costs associated with a chaperone for conferences, if applicable.
         6. Section 10 (Board Member Expenses) of Board Policy 9 Board Governance By-Laws will apply for travel and out-of-pocket expenses for Student Senators to fulfil their functions at board and committee meetings.
      3. Structure:
         1. The newly elected group shall meet prior to the end of the school year for in-service training and to define its own internal structure.
         2. The Student Senate shall define its own internal structure which shall include:

• • • • • • • Establishing a process for selecting a Chair and other officers if required;
            • Establishing annually a meeting schedule which shall include dates coinciding with business board meetings (4th Tuesday of the month) and, whenever possible, with time allocated to attend the staff presentation; and
            • Establishing criteria for communicating information to their student councils and to the students at their schools and, where appropriate, feeder schools, on topics discussed by the committee.
            • Meetings with Trustees and Attending Board Meetings:
            • Student Senators and Student Trustees of the board will usually meet monthly to discuss relevant issues. (Policy 10, section 8.3.4)
            • Upon request, on a meeting-to-meeting basis, a table will be designated for Student Senators who are not the Student Trustees on the board and who wish to attend the public board meetings to observe the process.

1. 1. 1. shall, prior to any consideration of the matter at the meeting, disclose the interest and the general nature thereof;
      2. shall not take part in the discussion and shall absent themselves from the room while the matter is being discussed; and
      3. shall not attempt in any way whether before, during or after the meeting to influence the voting on any such question.

1. 1. 1. the Student Senator fails to maintain the required attendance at Student Senate meetings;
      2. the Student Senator ceases to be enrolled as a full-time student in the board;
      3. the Student Senator commits a serious breach of their school’s code of conduct; or
      4. the Student Senator’s behaviour is deemed to be incompatible with the roles and responsibilities of the position.

1. 1. 1. appoint a qualified person to the vacancy within 90 days after the office becomes vacant, if a majority of the elected members remain in office ; or
      2. if no majority remains, or in a year in which no regular election is held under the Municipal Elections Act, 1996, or before April 1 in the year of a regular
         election, or after the new board is organized in the year of a regular election, by requiring the municipality to hold a by-election.
      3. Clauses (a) and (b) do not apply when the vacancy occurs within one month before an election, in which case the vacancy shall not be filled. (Education
         Act, Section 224)

1. 1. 1. If the board chooses to appoint a board member, the Education Act Section 221 (1)(a) requires that the vacancy be filled within 90 days after the office becomes vacant.
      2. The Education Act Section 219 (1) specifies the qualifications necessary to be a member of a board. The person must be:
         1. Qualified to vote for members of the board; and
         2. A resident in the area of jurisdiction of the board. Disqualifications are outlined in Sections 219(4), (5) and (7) of the Education Act.
      3. The board may choose to appoint one of the unsuccessful board member candidates from the last municipal election, providing that the candidate remains a qualified person and is willing to serve. Or, if an election falls within the 90-day period following the seat becoming vacant, the board may, if feasible, appoint one of the successful candidates in the election to the vacancy for the remainder of the current term
      4. If the board chooses to offer the vacancy to a broader range of electors, the following actions will occur:
         
         1. The vacancy shall be advertised in the local media.
         2. Persons interested in the position shall be required to submit an application in writing to the Secretary of the Board.
         3. Applicants will be required to provide the following information:
         • • Why they are interested in the position;
           • Their background, qualifications, interests, experience, and concerns regarding the position; and
           • Other information they think is pertinent
      5.  Any person expressing interest in applying for the position shall be offered a package of information to be picked up or sent electronically from the Secretary of the Board containing: 
         1. Avon Maitland District School Board facts folder;
         2. Policy 5 Board Members’ Code of Conduct;
         3. Schedule of board and committee meetings;
         4. Committee membership lists; and
         5. The OPSBA’s “What Do Trustees Do”.
      6. If filling the position by appointment, the board shall conduct an interview process.

1. 1. Transportation
      Travel expense is defined as the most practical mode of transportation to suit the occasion. This includes kilometrage driven from residence to board meetings, committee meetings, board activities, conferences and conventions or kilometrage between consecutive board events, if applicable. It will be paid at the current board determined kilometer rate. Car-pooling is encouraged whenever appropriate. The allowance paid for the use of a personal automobile is deemed to cover all costs of operation including insurance, depreciation, gas, oil, repairs, etc.
   2. Other Expenses
      Actual out-of-pocket expenses incurred which are incidental to the normal operation of a board member’s home or business will be reimbursed. These claims will include, but are not limited to:

• • • • Long distance AMDSB business telephone calls
      • Basic high-speed internet access plan if not previously existing
      • Mobile phone and basic plan if not previously existing – Chair and Vice-Chair only. The phone remains the property of the board and is to be returned when
        the member is no longer in the Chair or Vice-Chair role.

1. 1. Funding for professional development (including conferences and conventions and required travel) will be determined on an annual basis during the deliberations of the board’s budget process. This will include amounts designated for Chair, Vice-Chair, OPSBA delegate and board members.
   2. Professional development includes, but is not limited to, attendance at conferences and conventions, courses related to the role of the board member, and the purchase of professional print materials such as books or relevant magazine subscriptions.
   3. The budget allotment for members is distributed on an as-used basis. The board and the treasurer shall monitor the fund on an on-going basis and if concerns arise, board members shall decide by consensus how to ensure it is not over-spent.
   4. Board approval is required for an expenditure which would cause the total fund in 10.6 (a) to be exceeded. It is recognized that the board’s Ontario Public School Boards’ Association Director and any member of OPSBA’s executive may have higher-than-average expenses in order to attend OPSBA conferences within Ontario.

1. 1. Flowers or other small memento for the illness of a board member.
   2. Flowers or an appropriate donation to a charity or place of worship of the family’s choice upon the death of a board member or immediate family member.

1. 1. How well have we fulfilled each of our defined roles in relation to our district mission and vision as a board this year?
   2. How well do we receive input and how well do we communicate?
   3. How well have we adhered to our annual work plan?
   4. How would we rate our board/Director relations?
   5. How well have we adhered to our governance policies?
   6. What have we accomplished this past year? How do we know?

1. 1. A learning organization is focused on the improvement of practice.
   2. A pre-determined process for evaluation strengthens the governance function and builds credibility for the board.
   3. An evidence-based approach provides objectivity.

1. 1. Review of the previous year’s Board Self-Evaluation highlighting any areas of concern;
   2. Review of board role performance;
   3. Monitoring trustee development and interpersonal working relationships;
   4. Monitoring board representation/communication;
   5. Review of the annual work plan completion;
   6. Monitoring board/Director relations;
   7. Review of adherence to regulation and policies;
   8. Review of board governance policies; and
   9. Creating a positive path forward.