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Board Meetings
Election of OPSBA President


September 18, 2007


September 7, 2007                                                       


To:             OPSBA Board of Directors, Chairs and Directors of Education
(please share with your board members)

From:   Gail Anderson, Executive Director
        

On Wednesday, August 22 Rick Johnson announced his resignation from the position of president of the Ontario Public School Boards’ Association. Following his resignation, OPSBA Executive Council and staff held a teleconference to discuss leadership transition and an upcoming election for OPSBA president with a view to making recommendations to the Board of Directors for their consideration at the September Board meeting.

At the AGM in June, the Board of Directors voted in favour of changing the Executive Council structure thus establishing two equivalent vice president positions.~In accordance with Section 11.02 and 11.04 of the Constitution, on August 23, with agreement of the two vice presidents and support of Executive Council, vice president Colleen Schenk was selected to act as spokesperson for the Association, pending an election to fill the vacant position of president.

The OPSBA Constitution specifies that in the case of a vacancy in the position of president, a replacement shall be elected by the Member Boards, in accordance with the provision of section 8.08.

Section 8.08 states that:
“If the Board of Directors determines that it is desirable, having regard to timing, cost and other considerations, to convene a General Meeting 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 provision hereof. If the Board of Directors determines that a General Meeting is not desirable, it shall determine an alternate procedure proposed to be adopted. Each Member Board 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.”

The Constitution states that any trustee is eligible to be elected or appointed a Director or Officer of the Association (3.05). In other words, any trustee may run for president.

A process to fill the vacancy for president must be approved by the Board of Directors and a report will be going to the Board for their consideration at the September 28-29 meeting. The following are possible options that will be presented for consideration.  

Option A.       
Calling a general meeting for the specific purpose of holding an election for president (and possibly vice president) in conjunction with the November 30-December 1 Board of Directors meeting.  The call for nominations would include the president position as well as nominations for a possible vacancy for a vice president position.  This would allow the Association to hold an election for the vice president position at the same time should it become necessary (if a current vice president is elected to the position of president).

This would allow enough time to comply with the requirement that nominations close 30 days prior to the general meeting where elections will be held – i.e. a date at the end of October would be set as the deadline for receipt of nominations.  In this option, a call for nominations would be sent out immediately after the Board of Directors meeting in September to provide time for nominations prior to the 30 day deadline.

Option B.       
Consider the possibility of holding a General Meeting in conjunction with the Public Education Symposium (PES) which is scheduled to take place January 24-26, 2008.  

This option provides an extended time for trustees to consider running for the election.  Call for nominations could be made during the late Fall.

Option C.
A third possible option (which falls within the Constitution S8.08 under alternative procedures in place of a General Meeting, and must be ratified by the Board) would be to hold an election by voting via electronic means or through a mail in ballot - without an actual General Meeting being held. The process and logistics regarding this option will be outlined in a report to the Board of Directors meeting in September.

Option D.
Another date for a General Meeting to hold an election, as identified by Board of Directors.  Please contact the OPSBA office if you have an alternate date to suggest so that it can be coordinated with the Association’s calendar and included in the prepared material for the Board of Directors meeting.

                               

Option
Election Date
Call for Nominations Date
Deadline for Nominations Date
Option A.  
November BOD
Dec. 1/07
October 1/07
Immediately following the September Board meeting
November 1
30 days before the election
Option B
PES 2008
Jan. 25/08
Any time during the Fall after the September Board meeting
December 24/07
30 days before the election
Option C
Electronic voting or mail in ballot as  decided by Board
Date to be determined, but at least 60 days after Board decision in order to provide 30 day period for boards to respond if they have objections (S8.08)
Call for nominations would go out following 30 day period required under S8.08 of the Constitution
Date of deadline set at 30 days prior to election date
Option D
General meeting on another date
Date to be determined
Timing to be determined once election date set
30 days prior to election date

The purpose of this memorandum is to allow Board of Directors members adequate time to consider and discuss this very important issue with their local boards.  A thorough discussion will be held at the September Board meeting, where the OPSBA Board of Directors will make the decision about how to proceed.  

In the meantime, in anticipation of questions that may arise, we have included some Q and A’s that have been prepared by Peter Crabtree, OPSBA’s consulting parliamentarian.  If you or your board members have any further questions, please forward them to the OPSBA office by September 14 so that staff can include them in the material being prepared.  



Gail Anderson,
Executive Director




Q. & A.  -  Regarding Election to Fill an Officer Vacancy


(Section numbers refer to the OPSBA bylaws)


1.      Can the Board appoint a member to fill an officer position that becomes vacant between Annual Meetings?
“In the case of a vacancy in the position of President or either of the two Vice Presidents ….a replacement shall be elected by the Member Boards…...” (Section 8.07 (ii))  There is no provision for the Board to make an appointment in lieu of an election, and therefore an election should be held as soon as reasonably possible after an unexpected vacancy occurs.


2.      How soon after an officer position becomes vacant must an election be held?

Section 8.07(i) of the OPSBA Constitution states: “if the vacancy occurs within three months prior to a scheduled Annual General Meeting or other General Meeting, the position shall be filled at  such meeting in accordance with the provision of Article 9 and 10”. Since this is not the case, we defer to Section 8.08 (noted on the previous page).~While our bylaws do not specifically address timing, it would be prudent for an election to be held as soon as reasonably possible.

3.      How much notice is required for a General Meeting for the purpose of holding an election?

“Notice of …... any …General Meeting shall be mailed …… at least two weeks before the date of the meeting.”  “Notices of General Meetings shall specify the matters proposed to be dealt with at such meetings.”  (Section 17.01)


4.      How long before the General Meeting must nominations be submitted?

Nominations must be received at the OPSBA office 30 days prior to the date set for the General Meeting.  (Election process for AGMs decided by the Board at its meeting on April 27-28, 2007.)   


5.      If a current Vice-President or Director is nominated for President, is he/she required to resign immediately?

No, only when and if elected.

The OPSBA’s parliamentary authority, Bourinot’s Rules of Order, and also Robert’s Rules of Order Newly Revised (RONR) are silent on resigning from a position to run for another position.~ This is done for a good reason.~ No one can force someone to resign a position except under a discipline process or if it is stated in the bylaws as a prerequisite for running for another (presumably higher) office.

As stated above, once a resignation has been submitted and accepted by the Board, it cannot be withdrawn by the individual and nor can it be rescinded by the Board (see RONR, p.298).   Hence a requirement for resignation before running for another office may be damaging to both the individual and the organization either by inhibiting a member from running for a higher office, or by depriving that organization of the leadership skills of a member who runs for the higher office and is unsuccessful.

Some organizations do have a rule in their bylaws that a member must resign to run for another position - in this writer’s opinion, such a rule can be destructive and is not to be recommended.

It is worth noting that, in the context of nominations for election, it is permissible under RONR for a member to be nominated for more than one office, even if voting for all offices is to take place at the same time on the same ballot (see RONR, page 418).  In that situation, if a member is elected to two or more offices and is present, he/she can decide which office to accept; if the member is not present, the assembly decides which office is to be assigned to him/her (see RONR, page 426).   

6.      If a current Vice-President or Director runs for President and is unsuccessful, does he/she forfeit the Vice-president or Director position?

No, the candidate retains his/her current position.

7.      Can nominations be called ahead of the General Meeting for the Vice-President position even though it is not known at that time whether a Vice-President position will become vacant?

Yes, it would be prudent to do this so that members give full consideration to the nominations.  The proviso is that there is only an election for a Vice-President position if one becomes vacant by virtue of a current Vice-President being elected President.

8.      For the purpose of electing an officer position between Annual Meetings, is there an alternative to holding a General Meeting?

There is provision for an alternate procedure if the Board decides accordingly.  The Board is to determine the alternate procedure which is then submitted to the Member Boards for their approval or opposition within 30 days.  If more than one third of the Member Boards oppose the alternate procedure, a General Meeting must be held.  (Section 8.08)

9.      If at the time of the General Meeting there is no nomination for a position, can nominations be called from the floor?  (Note: see also #10 below)

“Nominations will only be accepted from the floor of the AGM in situations where the number of nominations is less than the number of positions to be filled.”  (Election process decided by the Board at its meeting on April 27-28, 2007.)

10.     May a Trustee run for both the vacant President position and the potential vacant position of Vice-President?

Yes – but it is advisable that the Trustee be nominated beforehand for both positions.  If that is not done, and if the Trustee fails to be elected for the President position and there is another nomination for the Vice-President position, then the Trustee who ran for the presidency cannot be nominated for the Vice-President position, under the rules for nominations (See # 9 above).   If there were no nominations for the potential Vice-President position then any Trustee may be nominated without notice.

11.     Can any member of OPSBA attend a General Meeting?

Yes, any trustee member may attend a General Meeting. Expenses for attending a General Meeting are borne by the board.

12.     Who is entitled to cast a vote at a General Meeting?

Votes are cast by the each member board’s Voting Delegate (or Alternate Voting Delegate if the Voting Delegate is unable to be present.)  The OPSBA office requests confirmation of those names during the time leading up to the General Meeting in order to have an accurate up-to-date list compiled for the General Meeting.




Peter Crabtree, C.P.
Canadian Meeting Services




Florenda Tingle, Executive Coordinator
Ontario Public School Boards' Association
439 University Avenue, 18th Floor
Toronto, Ontario  M5G 1Y8
Phone:  (416) 340-2540
Fax:     (416) 340-7571



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