1.1 Society Name and Number ............................................................................................. page 3

1.1 Society Name and Number ............................................................................................. page 3

Calgary Girls’ School Society
Board Bylaws
Table of Contents
ARTICLE 1 – PREAMBLE ..................................................................................................... page 3
1.1 Society Name and Number ............................................................................................. page 3
1.2 Calgary Girls’ School Society......................................................................................... page 3
ARTICLE 2 – DEFINING AND INTERPRETING THE BY-LAWS ................................. page 3
2.1 Definitions ....................................................................................................................... page 3
2.2 Interpretation of the By-laws .......................................................................................... page 4
2.3 Amending By-laws ......................................................................................................... page 5
ARTICLE 3 –HEAD OFFICE ................................................................................................. page 5
ARTICLE 4 – MEMBERSHIP ................................................................................................ page 5
4.1 Membership .................................................................................................................... page 5
4.2 Voting and Non-Voting Members .................................................................................. page 5
4.3 Voting Privileges ............................................................................................................. page 6
4.4 Membership Fee .............................................................................................................. page 6
4.5 Membership Expulsion .................................................................................................. page 6
ARTICLE 5 –REGULAR, SPECIAL AND ANNUAL MEETINGS ................................... page 6
5.1 Regular Board Meetings ................................................................................................. page 6
5.2 Special Meetings ............................................................................................................. page 7
5.3 Annual General Meetings ............................................................................................... page 7
ARTICLE 6 – GOVERNANCE STRUCTURE ..................................................................... page 8
6.1 Composition of Board of Directors ................................................................................. page 8
6.2 Election of Board of Directors ........................................................................................ page 8
6.3 Termination of Directors ................................................................................................. page 9
6.4 Resignation of Directors ................................................................................................. page 9
6.5 Remuneration of Directors .............................................................................................. page 9
6.6 Engagement of Contractors by the Board of Directors ................................................... page 9
6.7 Powers and Accountabilities of the Directors ................................................................. page 10
ARTICLE 7 –OFFICERS OF THE BOARD ......................................................................... page 10
7.1 Officers of the Board ....................................................................................................... page 10
7.2 Chair ................................................................................................................................ page 11
7.3 Co-Chairs ........................................................................................................................ page 11
7.4 Vice-Chair ....................................................................................................................... page 11
7.5 Secretary.......................................................................................................................... page 12
7.6 Treasurer ......................................................................................................................... page 12
7.7 Directors ......................................................................................................................... page 12
7.8 Committees ..................................................................................................................... page 12
ARTICLE 8 – EMPLOYEES ................................................................................................. page 13
8.1 Superintendent................................................................................................................. page 13
8.2 Secretary-Treasurer ......................................................................................................... page 13
ARTICLE 9 –EXECUTION OF DOCUMENTS ................................................................... page 14
9.1 Execution of Documents ................................................................................................. page 14
9.2 Cheques in Excess of $15,000 ........................................................................................ page 14
9.3 Delegation of Authority .................................................................................................. page 14
ARTICLE 10 – INSPECTION OF DOCUMENTS ............................................................... page 14
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ARTICLE 11 – FINANCES ..................................................................................................... page 14
11.1 Fiscal Year ...................................................................................................................... page 14
11.2 Auditor ............................................................................................................................ page 14
11.3 Books and Records .......................................................................................................... page 15
11.4 Borrowing ....................................................................................................................... page 15
ARTICLE 12 – ADMINISTRATION IN THE ABSENCE OF POLICY ........................... page 15
12.1 Powers of Principal ......................................................................................................... page 15
12.2 Board Review .................................................................................................................. page 15
ARTICLE 13 – NOTICES ....................................................................................................... page 16
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ARTICLE 1 - PREAMBLE
1.1 Society Name and Number: the Society name is the Calgary Girls’ School Society
incorporated under the Societies Act, RSA 2000, Chap. S-14 and the Corporate
Access Number is 509979464.
1.2 Calgary Girls’ School Society was incorporated on July 8, 2002. The purpose of the
Society is solely to oversee and set policy for the operation of the Calgary Girls’
Charter School.
ARTICLE 2 - DEFINING AND INTERPRETING THE BYLAWS
2.1
Definitions: In these Bylaws, the following words have these meanings:
“AGM” means an annual general meeting of the Members of the Association, which
is first described in section 5.3.
“Board” means Calgary Girls’ School Society Board of Directors.
“By-laws” mean the by-laws of the Calgary Girls’ School Society, which are
contained in this document.
“Charter” means a charter approved by the Minister of Education under section 34
of the School Act.
“Director” means an individual elected by the Members or appointed by other
Directors to hold office as a Director of the Society.
“Member” means an individual who accepts that mandate and objectives of the
Society, all as more specifically described in Article 4 – Membership.
“Ordinary Resolution” means a resolution passed by a majority of the votes cast by
the Members, Directors or Committee Members, as the case may be, who voted in
respect of that resolution.
“Parent” means the parent or guardian of students attending Calgary Girls’ School.
“Regulation” means the Charter Schools Regulation, AR 212/2002.
“Relative or Family Member” means husband, wife, common–law spouse, son,
daughter, parents, grandparent, grandchild, brother, sister, brother in-law, sister inlaw, parent in-law, daughter in-law, son in-law, aunt, uncle, niece, nephew, step son,
step daughter, step brother, step sister, and step parent.
“School” means the Calgary Girls’ School.
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“School Act” means the School Act, R.S.A.2000 c. S-3 as amended or replaced from
time to time.
“School Community” means parents, members of the School staff, programs and entities that
have, in the opinion of the majority of the School Board of Directors, an interest in and a role
to fulfill with respect to the School.
“Society” means the Calgary Girls’ School Society.
“Special Resolution” means
(i) a resolution passed
(A) at a general meeting of which not less than 21 days' notice specifying the
intention to propose the resolution has been duly given, and
(B) by the vote of not less than 75% of those members who, if entitled to do so,
vote in person,
(ii) a resolution proposed and passed as a special resolution at a general meeting of
which less than 21 days' notice has been given, if all the members entitled to
attend and vote at the general meeting so agree, or
(iii) a resolution consented to in writing by all the members who would have been
entitled at a general meeting to vote on the resolution in person or, where proxies
are permitted, by proxy.
”Staff” means all full and part-time employees of the School.
“Student” means any individual officially enrolled as a student in the School.
2.2
Interpretation of the By-laws
In these By-laws and in all other By-laws of the Society hereafter passed, unless the
context otherwise requires, words importing the singular number or the masculine
gender shall include the plural number or the feminine gender as the case may be,
and vice versa, and references to persons shall include firms and corporations.
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2.3 Amending the By-laws:
a)
Portions of these By-laws may be amended, revised or deleted through
Special Resolution at any regular meeting, special meeting, or annual meeting
of the Society following approval by the Minister of Learning in accordance
with Section 4 of the Regulations.
b)
The amended By-laws take effect after approval by Special Resolution at the
meeting in which the resolution to amend the By-laws was passed, and upon
acceptance by the Registrar.
c)
Every motion to amend a By-law shall have three (3) distinct separate
readings before the By-law is finally passed.
d)
Not more than two (2) readings of a By-law shall be given at any one meeting
unless the Directors present at the meeting unanimously agree to give the Bylaw a third reading.
e)
The first reading of a By-law shall be in full and, if each Director has in his
possession a written or printed copy of the By-law, the second and third
readings may be by title and description only.
ARTICLE 3 - HEAD OFFICE
The Head Office of the Society shall be at the School’s Lakeview location, in the
City of Calgary in the Province of Alberta.
ARTICLE 4 - MEMBERS OF THE SOCIETY
4.1 Membership to the Association is open to individuals or groups of individuals who
accept the mandate and objectives of the Society, and belong to one of the groups
enumerated in article 4.2.
4.2
Members include:
a) parents or legal guardians of students registered in the School,
b) Staff; and
c) Directors.
4.3 Each Member of the Society has equal voting privileges of one vote per Society
member. There shall be a maximum of one (1) Society Member per family (parents
or guardians).
4.4 There may be a membership fee as directed by the Board.
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4.5 Any Member of the Society may be expelled from the Society for any reason which
is deemed to be prejudicial to the best interests of the Society by a 75% vote of the
Board. Prior to the vote being taken, the person proposed for expulsion shall be
given fourteen (14) days’ notice in writing of the proposed expulsion and shall be
afforded a reasonable opportunity to explain or justify his or her position to the
Board at a meeting called for such purpose.
ARTICLE 5 - REGULAR, SPECIAL, AND ANNUAL MEETINGS
5.1
Regular Board Meetings
a)
The Board may hold as many meetings as it considers necessary to deal
adequately with its business.
b)
The resolution of the Board establishing the regular meetings of the Board
shall state the date, time and place of the regular meetings. This resolution
will be made at the first Board meeting of the new school year.
c)
The Superintendent and Secretary-Treasurer must attend and the Principal
may be in attendance at all Board meetings unless they are unavailable and
have made provisions for such.
d)
The Board shall make rules governing its internal procedure and its meetings
subject to Section 12 of the Regulation.
e)
A majority of the total number of the Board members, whether in person, by
proxy, or by telephone, shall constitute a quorum for regular meetings.
f)
No act or proceeding of the Board is binding unless it is adopted at a meeting
at which a quorum of the Board is present.
g)
Meetings by telephone are permitted as long as everyone can clearly hear
each other and all Directors consent to holding the meeting.
h)
Telephone or proxy voting via e-mail is acceptable in any case.
i)
All members present at a meeting of the Board of Directors shall have a
single vote on each motion presented before them. In the event of a tie, the
motion shall be deemed lost.
j)
At all regular Board meetings, every question will be determined by an
Ordinary Resolution by show of hands, unless the Directors present resolve
that a particular vote will be by roll call or a secret ballot.
k)
All meetings of the members shall be held at the head office of the Society, or
any place as the Board of Directors may determine and on such day as the
said Directors shall appoint.
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5.2
5.3
l)
An agenda for the regular meeting shall be available twenty-four (24) hours
before the meeting and may be posted on the Calgary Girls’ School web-site
so that all Society members may see it. The agenda shall be adopted at the
beginning of each regular meeting.
m)
The minutes of all meetings shall include the names of those in attendance,
and those absent, committee reports and recommendations, and resolutions.
The Chairperson shall sign the minutes of all meetings upon approval of those
minutes by the Board.
n)
Where warranted due to time sensitivity, decisions may be made by an email
poll. The results of these polls must be read into the minutes at the
subsequent Board meeting.
Special Meetings
a)
The Board of Directors is able to call, at any time, a special meeting of the
Board.
b)
The Board of Directors shall be obligated to call a special meeting of the Board
on the written request of the Members of the Society carrying not less than 25%
of the total number of eligible votes.
c)
Notice of a special meeting shall state the date, time and place of the special
meeting and the nature of the business to be transacted.
d)
The notice of the special meeting shall be sent to each Director by registered
mail, or electronic mail, at least 10 days before the date of the meeting. The
notice may alternatively be personally served on the Director, or a responsible
person at the Director’s residence, at least 7 days before the date of the
meeting.
e)
Notwithstanding clauses (c) and (d), a special meeting may be held without
notice being given under this section if every Director agrees to waive the
requirements of clauses (c) and (d).
f)
Unless all the Directors present at the special meeting agree to it, no business
other than that stated in the notice of the special meeting shall be transacted.
Annual General Meetings
a)
The AGM of the Society shall be held on or before the 15th of December each
year, at such time and place as may be determined by the Board.
b)
At every AGM, in addition to any other business that may be transacted, the
report of the Board of Directors, financial statements, and the report of the
auditors shall be presented and auditors appointed for the ensuing year.
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c)
The members of the Society may consider and transact any business at the
AGM.
d)
Notice of the AGM shall be made in writing, or via electronic mail, at least 21
days before the date of the AGM. Such notice shall be delivered to each
Member of the Society and shall contain the date, time and location of the
AGM. Notice via the Calgary Girls’ School newsletter and posted on the
Society’s website at least 21 days before the date of the meeting shall be an
acceptable form of notice.
e)
The Members present at the AGM will constitute a quorum. The meeting will
be conducted and its conclusions and resolutions will thereafter be acted upon
by the appropriate Directors, Officers, Members or other persons.
f)
Members will have only one vote at any AGM and votes may only be given
in person.
g)
At any AGM, a resolution put to a vote will be decided on a show of hands.
ARTICLE 6 - GOVERNANCE STRUCTURE
6.1 Composition of Board of Directors
a)
The Society’s Board of Directors shall be comprised of a minimum of 6 and a
maximum of 15 members, a majority of whom shall constitute a quorum.
b)
The Directors must be eighteen years of age or over and of sound mind.
c)
Membership on the Board will include the following:
d)
(i)
A minimum of two (2) members of the Board will be
parents/guardians of children attending the School, at least one of
whom will be elected by the School Council;
(ii)
A minimum of four (4) members of the Board will be community
members who may be from fields of expertise such as accounting,
business, law, education, government relations, public relations, and
are not a parent of a child attending the School nor are employed by
either the School or the Society;
(ii)
One ex officio non-voting member may be appointed by
Administration; and
(iv)
Such other ex officio members as shall be appointed by the Board
from time to time.
At no time shall the number of Directors who are parents/guardians of a child
attending the School exceed the number of Directors who are not
parents/guardians of a child attending the School.
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6.2
Election of Board of Directors
a) At the AGM, Members will elect Directors who have been nominated in
accordance with the Society’s policies and presented at the AGM. Nominations
for all Directors to be elected at the AGM, with the exception of the parent
appointed by School Council, shall be:
(i) Made in writing and signed by at least 2 Members;
(ii) Approved by the Board Committee charged with the nominations for
Directors in accordance with the Society’s policies;
(iii) Consented to, in writing, by the person who is nominated; and
(iv) Filed with the Secretary of the Board at least 14 days prior to the date
scheduled for the annual meeting.
b) Directors will hold office for a term of two years and may be re-elected for an
indefinite number of terms.
c) The Board may replace a Board Member unable to serve or add interim
members to the Board until they are duly elected at the next AGM at the Board’s
sole discretion.
6.3
Disqualification of Members of the Board of Directors
A person is disqualified from being or remaining as a member of the Board of Directors if
that person:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
dies;
tenders his or her resignation in writing;
is adjudged to be bankrupt, insolvent or have another similar status;
ceases for any reason to be a Member with the Society;
is found to be a person of unsound mind;
is an auditor or employee of the Board;
is a party to a subsisting contract for the construction, maintenance or repair
of real property over which the Board has administration other than a
contract for the provision of goods or services in an emergency;
(viii) beneficially owns more than 10% of the issued shares of a corporation that
has a pecuniary interest in a subsisting contract for the construction,
maintenance or repair of real property over which the Board has
administration other than a contract for the provision of goods or services in
an emergency;
(ix) has pecuniary interest in a contract with the Board, other than
a. a contract for the provision of goods or services in an emergency;
b. a contract for the sale of goods or services to the Board at competitive
prices by a dealer in those goods or services incidental to and in the
ordinary course of the dealer’s business;
c. a contract of employment with the Director’s spouse, child, parent or
spouse’s parent, or
d. a contract approved by the Board pursuant to disclosure;
(x)
uses information gained through a person’s position as a Director to gain a
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pecuniary benefit in respect of any matter in which the person has a
pecuniary interest;
(xi) is a judge of a court or a member of the Senate or House of Commons of
Canada or of the Legislative Assembly of Alberta;
(xii) absents himself or herself, without being authorized by a resolution of the
Board to do so, from 3 consecutive regular meetings of the Board, unless the
person’s absence is due to illness and the person provides evidence of that
illness in the form of a medical certificate respecting the priod of the
person’s absence;
(xiii) is convicted of
(a) an indictable offence punishable by imprisonment for 5 or more
years, or
(b) an offence under section 123 of the Criminal Code (Canada)
for which an absolute discharge or pardon has not been granted.
6.4
Termination of a Member of the Board of Directors
Any Director may be terminated by a vote of 75% of the Board if he or she is found to be in
breach of the Society’s Code of Conduct, is not reasonably fulfilling the duties and
responsibilities of a Director as the Board determines, or has otherwise acted in a manner
contrary to the operation, goals, vision, mandate, objectives or development of the Society,
as the Board determines.
.
6.5
Remuneration of Directors
a)
6.6
The Directors shall serve as such without receiving any remuneration directly
or indirectly from this position. A Director may be paid out of pocket
expenses incurred in the performance of his or her duties and by resolution of
the Board of Directors
Engagement of Contractors by Board of Directors
a)
The Board of Directors may appoint such agents and engage such contractors
as it shall deem necessary from time to time, and such persons shall have
such authority and shall perform such duties as shall be prescribed by the
Board of Directors.
b)
Positions shall be filled based on merit. Agents or contractors shall not be
engaged in positions for the Society where they are subject to the direct or
indirect influence of a family member.
c)
The reimbursement of all agents and contractors in excess of $15,000 shall be
fixed by the Board of Directors by resolution.
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6.7
Powers and Accountabilities of the Directors
a) The sole responsibility of the Directors shall be the governance of the School as
set out in the policies of the Society.
b) The Directors may administer the affairs of the School in all things and make, or
cause to be made, for the Society in its name any kind of contract which the
Society may lawfully enter into and, save as hereinafter provided, generally may
exercise all such other powers and do all such other acts as the Society is, by its
Charter or otherwise, authorized to exercise and do.
c) The Directors shall be guided by the philosophy, objectives, and focus of the
Charter.
d) The Directors shall take such steps as they may deem requisite to enable the
School to acquire, accept, solicit or receive legacies, gifts, grants, settlements,
bequests, endowments and donations of any kind whatsoever for the purpose of
furthering the objects of the School in accordance with the policies set by the
Board.
e) The Board is accountable to the membership of the Society and the Minister of
Education. The areas of accountability are:
i)
to ensure the School operates in accordance with the applicable provisions of
the School Act, regulations and policies, and
ii) to ensure a general learning environment is present and students are learning in
accordance with the Charter goals and objectives.
f) The Board of Directors may prescribe such rules and regulations, not inconsistent with
these By-laws, relating to the management and operation of the School, as they deem
necessary and in accordance with Society policies, the School Act and the Societies Act.
ARTICLE 7 – OFFICERS OF THE BOARD
7.1
Officers of the Board
a) Officer positions shall be elected by the Board from among the elected Directors
at the first meeting following the AGM. Officer positions shall include the Chair
and Vice-Chair or else Co-Chairs, as the Board may determine, Secretary and
Treasurer.
b) Each Officer will be and remain during his or her term, a Director in good
standing with the Society and will take office at the first meeting of the Board
after the AGM or, in the case of an appointment, at the meeting at which they
were appointed.
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c) The term of office of each Officer will commence immediately after their election
or appointment and they will continue in such office until the earlier of the
following: (i) their resignation, (ii) their disqualification to hold office, or (iii) the
first meeting of the Board after the AGM wherein it appoints new Officers.
d) An Officer may be removed by an Ordinary Resolution of the Directors at any
regular or special meeting of the Board.
7.2
Chair
The Chair shall:
7.3
a)
be responsible for calling and, when present, preside at all meetings of the
Board, meetings of committees, and at all meetings of the Society and/or its
members; or may delegate the chair to other Directors;
b)
prepare the meeting agendas in consultation with the Superintendent;
c)
be the official spokesperson of the Society but may delegate such authority in
this regard as the Chair, in consultation with the Board of Directors, deems
appropriate;
d)
from time to time, with the concurrence of the Board of Directors, approve
the formation of ad hoc committees of the Society, and prescribe their
functions and limitations, and appoint such persons to sit thereon; provided
however that each appointment to membership on each committee shall end
on the day prior to the annual meeting following such appointment;
e)
act as an ex-officio member of all committees;
f)
inform and work with the Superintendent and Principal of the School in
accordance with the wishes of the majority of the Members of the Society,
these By-laws, and the School Act; and
g)
perform any and all other duties as otherwise set out in the Society’s policies.
Co-Chairs
If the Board elects to have Co-Chairs, wherever the duties, powers and
responsibilities of the Chair are referenced herein, said duties, powers and
responsibilities may be exercised or undertaken by the Co-Chairs.
7.4
Vice-Chair
The Vice-Chair shall, in the absence or disability of the Chair, perform the duties and
exercise the powers of the Chair and shall perform such other duties as may, from
time to time, be imposed upon the Vice-Chair by the Board of Directors. This will
include co-signing of Society cheques in excess of $15,000, together with the
Superintendent, in the absence of the Chair.
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7.5
Secretary
The Secretary shall:
a) ensure that minutes are taken at all regular, special, and annual meetings and keep
these minutes;
b) ensure that the requirements of the Societies Act are observed;
c) assist the Chair in such other matters as the Chair may require; and
d) perform any and all other duties as otherwise set out in the Society’s policies.
7.6
Treasurer
The Treasurer shall:
a)
be responsible for the maintenance of all required books of account and
financial records of the Society;
b)
be responsible for the co-ordination of the preparation of the annual audit and
year-end financial statements;
c)
establish and maintain adequate systems for the control of all expenditures;
d)
establish and maintain adequate systems to ensure that all funds of the
Society are properly received, adequately protected, and properly deposited
and accounted for in accordance with generally accepted accounting
procedures;
e)
ensure that all necessary appointments of signing officers for banking
documentation are made from time to time by the Board; and
f) perform any and all other duties as otherwise set out in the Society’s policies.
7.7
Directors
The Directors shall attend all regular, special and annual meetings and perform such
duties as may, from time to time, be assigned by the Chair or Vice-Chair. This will
include chairing various ad-hoc committees from time to time.
7.8
Committees
Committees will be formed at the will of the Board in accordance with the needs of
the Society and its strategic plan.
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ARTICLE 8 - EMPLOYEES
8.1 Superintendent
a)
Subject to the School Act and the regulations, the Board shall appoint an
individual Superintendent for a period of not more than 5 years with the prior
approval, in writing, of the Minister. Where a Board applies for the Minister’s
approval, it shall give to the Minister, on the required form and containing the
information required by the Minister, notice of its intention to appoint the
Superintendent.
b)
The Superintendent is the Chief Executive Officer of the Board and the Chief
Education Officer.
c)
The Superintendent shall carry out the duties assigned by the Board.
d)
The Superintendent shall supervise the operation of the School and the
provision of education programs, in accordance with section 113 of the
School Act.
e)
The Superintendent shall report to the Minister in accordance with the School
Act.
f)
The office of Superintendent shall be automatically vacated if the
Superintendent






g)
delivers a written resignation to the Board;
is found by a court to be of unsound mind;
the approval of the Minister of Learning is withdrawn;
at a special meeting of the Board of Directors a unanimous resolution is
passed by the Board that the Superintendent be removed from office;
dies; or
becomes bankrupt.
If any vacancy occurs for any reason in this position, the Board of Directors
may, by majority vote, fill the vacancy, by appointment, with another
Superintendent approved by the Minister.
8.2 The Secretary-Treasurer
The Board, with the input of the Superintendent, shall appoint a SecretaryTreasurer and forthwith notify the Minister of the appointment. Arrangements will
be made for the bonding of the Secretary-Treasurer in an amount that is reasonable
in the circumstances.
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ARTICLE 9 - EXECUTION OF DOCUMENTS
9.1 Contracts, documents, or any instruments in writing requiring the signature of the
Board shall be signed by the Chair or the Vice-Chair or another Director appointed
by the Board of Directors as having signing authority for such documents.
9.2
All cheques in excess of $15,000 shall require two (2) signatures, one of which shall
be either the Chair or a Director appointed by the Board and the other shall be the
Superintendent or the Principal of the School. For further clarity, cheques $15,000 or
less may be signed by the Superintendent, the Principal or the Secretary-Treasurer.
9.3
The Directors shall have power, from time to time by resolution, to appoint an officer
or officers on behalf of the School to sign specific contracts, documents, and
instruments in writing. The Directors may give the School’s power of attorney to any
registered dealer in securities for the purposes of the transferring of and dealing with
any stocks, bonds, and other securities of the School.
ARTICLE 10 – INSPECTION OF DOCUMENTS
10.1
At any reasonable time at the School, a Member may inspect any one or more of the
following items:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
the agenda of any Board or annual meeting;
the minutes of any Board of annual meeting;
a budget adopted by the Board;
a By-law of the Society;
an agreement entered into by the Board;
an account of the Board;
a financial statement prepared pursuant to a requirement of the School Act.
ARTICLE 11 – FINANCES
11.1 Fiscal Year
The fiscal year shall be September 1 to August 31 unless otherwise ordered by the
Board of Directors.
11.2 Auditor
The Board of Directors shall, at each annual meeting, appoint an auditor to audit the
accounts. The remuneration of the auditor shall be fixed by the Board of Directors.
No member or employee of the Society can be allowed to do the audit.
11.3 Books and Records
The Board of Directors shall see that all necessary books and records of the Society
required by the By-laws, or any applicable statute, are regularly and properly kept.
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11.4
Borrowing
(a)
The Board of Directors may borrow to meet current expenditures, but the
Board shall not, without the prior written approval of the Minister, borrow to
meet current expenditures if the aggregate of the amount to be borrowed and
the total amount owing under previous borrowings would exceed the amount
of the Board’s accounts receivable, as shown in the most recent audited
financial statements for the Society.
(b)
The Board, with the prior approval of the Minister, may borrow to meet
capital expenditures.
(c)
The amount of any borrowing by the Board may be secured
a. By a promissory note, or
b. In any other manner.
ARTICLE 12 - ADMINSITRATION IN THE ABSENCE OF POLICY
12.1
12.2
The Board of Directors recognizes that situations may arise where there are no
specific provisions in policy or precedence and action must be taken. In such cases
the Principal shall have the power to act in accordance with the following guidelines:
a)
If a situation arises where the Principal is of the opinion, emergency action is
required, and there is no policy or precedent to provide guidance, the
Principal has the authority to act.
b)
If time permits the Principal shall contact the Board Chair, other member(s)
of the Board, or the Superintendent.
c)
When circumstances dictate that the Principal make an immediate decision
without contacting the Chair, another member of the Board, or
Superintendent, the Principal is authorized to act in accordance with the best
established practice using common sense procedures. The Principal shall
inform the Board as soon as possible of the action taken.
Actions taken by the Principal in emergency situations shall be reviewed at the next
meeting of the Board of Directors, and if appropriate an interim policy
recommendation shall be proposed.
ARTICLE 13 – GENERAL
All notices that are required to be given pursuant to these By-laws, will be validly given if they are
delivered via prepaid mail, courier, facsimile or electronic transmission such as e-mail, and will be
deemed to have been received by the addressee three (3) business days after they are mailed, or on the
next business day if they are couriered, facsimiled or e-mailed. Notices will be delivered to the
addressee at the last address, fax number or e-mail address given by such addressee in writing.
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