CONSTITUTIONAL

U P DAT E
Paul Chin
Governance and Constitutional Review
Ad- Hoc Committee

Why the Review

Incorporation documents should be reviewed every

6 years

School Quality Assurance Program (SQAP) Internal

and External Auditors recommendations

Incorporate best practices

KWCSS Governance Changes

Current constitution - February 2006 (8 years ago)

E.g., Standing Committees vs. School Committees

Recent legislation Changes

Ontario Not-for Profit Corporations Act

Who did the Review

Governance and Constitutional Review

Ad- Hoc Committee
Ian Timmerman - COO and Principal
Cara DeHaan - Board Chair
Diana Wilhelm - society member and past
board treasurer
Paul Chin - society member past board chair

Inputs to the Review

Ontario Not-for-Profit Corporations Act

Mission-Directed Governance: Leading the
Christian School with Vision, Unity, and
Accountability

by Leonard Stob, Calvin Press, 2011

recommended by OACS

Bylaws of other non-profits and educational

organizations similar to ours
Input from OACS staf

The Best Constitutions

Are a general covenant between the

ownership group and the school board" (Stob,
p. 94)
Highlight the mission and foundational
principles
Protect foundational principles and purpose
from change

The Best Constitutions

Focus on essentials regarding relationships of

society, membership, board, and staf:

Define who the ownership group is

Outline the role, authority, limits of authority, and
process of decision making for ownership group and
Board
Stipulate how the Board is accountable to ownership
group
Outline minimum requirements for employees
Outline how to change the constitution and how to
dissolve the school

The Best Constitutions

Leave flexibility for operational changes

Clarify lines of accountability
Fulfill all legal requirements
Define key terms to eliminate confusion
Include liability protection for Board members
Specify details regarding the termination and
replacement of a Board member

Results of the Review

Affirmed Non-Negotiables

Updated for Current Legislation and Best Practice

Not-for-Profit Corporations Act, 2010

Streamlined for Governance

Basis and Principle Guidelines

Structure and Authority

Governance vs. Operations

Ends vs. Means
Provides flexibility in practice, but consistency in policy

Cleaned-up and Clarified

Organization
Typos, consistency of language, updated language

Existing (14) Proposed (11)

Article I: Name

Article II: Basis

Article III: Purpose

Article I: Name

Article II: Basis

Article IV: Membership

Article III: Purpose

Article V: Meetings

Article IV: Interpretation

Article VI: Board Of Directors

Article V: Society Membership

Article VI: Board Of Directors

Article VII: Duties Of The Board

Of Directors

Existing (14) Proposed (11)

Article VIII: Officers of the

Board
Article IX: Finances

Article VI.9

Article X: Contributions, and/or

Tuition Fees

Article VII: Officers of the

Society of the Board
Responsibilities
Article V.5 Authority of Members; and Tuition Policy

Article XI: Enrollment

Article XII: The Staf

Article XIII: Amendments

Article VIII: Admission

Article XIV: Dissolution

Article IX: Staf of the Society

Article X: Amendments

Article XI: Dissolution

Article V: Society Membership

Reorganized and clarified

Internal Consistency

Changed absentee ballots to proxies

E.g., loss of membership relates to requirements

of membership
Not-for-Profit Corporations Act requires that
proxies need not be members of the organization

Membership Meetings now part of Authority of

Members

Article VI: Board Of Directors

Reorganized and clarified

Internal Consistency
Address requirements of Not-for-Profit Corporations Act
No Conflict of Interest clearly stated
Governance Role clarified

Authority, Accountability, Delegation

Standing committee definitions removed

Duties and Meetings included here

Borrowing By-Law may be included (By-Law (No. 2)
Protection of Directors

Article VII: Officers of the Society

Reorganized and clarified

Internal Consistency
Address requirements of Not-for-Profit
Corporations Act
Duties and Roles clarified

Authority, Accountability, Delegation

Selection and Replacement Processes

Article IX: Staff of the Society

Removed requirement that the Board be

actively involved in hiring
Simplify

All staf (not just teachers)

From Teaching to Fulfillment of Duties

Next Steps

Feedback from Membership

Review by Lawyer
Recommendation by Board (Oct 2014)
Approval by Membership (Nov 2014)
Update Society documentation

Questions / Feedback

C LO S I N G A N D
ADJOURNMENT