In this by-laws document, unless the context otherwise requires:
“Act” means the Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
“Article” means the incorporation articles as defined by the Act;
“Board” means the board of directors of the Corporation;
“By-laws” means this document (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force;
“Chair” means the chair of the Board;
“Constitution” refers to the OSTA-AECO constitution document and all other appendices to the document as amended and which are in force;
“Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;
“Director” means an individual occupying the position of director of the Corporation by whatever name they are called;
“Member” means a member of the Corporation as defined in the Constitution;
“Members” means the collective membership of the Corporation;
“Officer” means an Officer of the Corporation as defined by the Act; and
“Province” means the Province of Ontario.
The operating name of this organization shall be the Ontario Student Trustees’ Association (OSTA-AECO).
The Corporation shall strive to:
develop unity amongst the Province’s student trustees;
foster an education system that is world-class in its support of students in Ontario;
ensure that student trustees are supported and empowered to advocate on behalf of students; and
proudly embrace a tradition of students representing students.
Other than as specified in §1.1 all terms contained in this document that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
1.5 Severability & Precedence
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the by-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act shall prevail.
1.6 Execution of Contracts
Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any Director or Officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
2.1 Number of Directors
The number of Directors shall not exceed eleven (11) nor be less than four (4).
2.2 Election and Term
The Members shall elect all of the Directors for a two year term, renewable up to three times, and the Directors will retain their positions until such a time when a Director vacates their position as outlined in §2.3.
The office of a Director shall be vacated immediately:
if the Director resigns office by written notice to the Corporation, and their resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
if the Director dies;
if the Director becomes bankrupt;
if the Director is convicted of a criminal offense;
if the Director fails a biennial vote of confidence as outlined in §2.2;
if the Director is found to be incapable of managing property by a court or under Ontario law; or
if a special resolution is passed at a general meeting by the Members removing the Director before the expiration of the Director’s term of office.
2.4 Filling Vacancies
A vacancy on the Board shall be filled as follows:
a quorum of Directors may fill a vacancy among the Directors by a majority vote, and the appointee shall then be ratified by the membership; and
if there is not a quorum of Directors, or there has been a failure to elect the minimum number of Directors set out in the Articles, the Directors in office shall, without delay, call a special meeting to fill the vacancy.
Committees may be established by the Board as follows:
the Board may appoint an executive committee comprised of Directors and may delegate to the committee any of the powers of the Directors excepting those powers set out in the Act that are not permitted to be delegated; and
subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.
2.6 Remuneration of Directors
The Directors shall serve as such without remuneration, and no Director shall directly or indirectly receive any profit from occupying the position of Director; provided that:
Directors may be reimbursed for reasonable expenses they incur in the performance of their duties;
Directors may be remunerated and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement be:
considered reasonable by the Board;
approved by the Board for payment by resolution passed before such payment is made; and
in compliance with the conflict of interest provisions of the Act.
3 Board meetings
3.1 Calling of Meetings
Meetings of the Directors may be called by the Chair or any two Directors at any time and any place on notice as required by this by-law.
3.2 Regular Meetings
The Board will set the place and time of regular quarterly Board meetings and send a copy of the resolution setting the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.
Notice of the time and place for a meeting of the Board shall be given in the manner provided in §10 of this by-law to every Director at least ten days before the date the meeting is to be held.
Notice of a meeting is not necessary if all the Directors are present and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting.
If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation.
The Chair shall preside at Board meetings. In the absence of the Chair, the Vice-Chair shall act as the Chair.
The Vice-Chair will temporarily assume the office of Chair in the event the Chair is absent or unfit to execute the duties of their office, or when the Chair has a motion on the floor.
Each Director has one vote. A majority of votes shall decide motions arising at any Board meeting. In the case of a split vote, the Chair shall not have a second or casting vote, and the motion in question will fail.
For a special resolution to pass, two-thirds (2/3) of Directors must vote in favour.
The Board shall by resolution from time to time designate the bank in which the financial assets of the Corporation shall be placed for safekeeping.
4.2 Financial Year
The financial year of the Corporation ends on August 31 in each year.
5 President and Officers
The Board shall appoint a Chair, Vice-Chair, Treasurer, and Secretary from among the Directors at the Board’s first meeting following the annual meeting of the Corporation. The Board may appoint agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.
5.2 Chief Executive Officer
The Chief Executive Officer shall have a term starting August 1 following the Annual Meeting in which they are appointed and will remain in office until July 31 of the following calendar year unless required to vacate per §5.5. The Chief Executive Officer shall be an ex-officio member of the Board.
5.3 Chief Financial Officer
The Chief Financial Officer shall have a term starting August 1 following the Annual Meeting in which they are appointed and will remain in office until July 31 of the following calendar year unless required to vacate per §5.5. The Chief Financial Officer shall be an ex-officio member of the Board.
The Members shall elect a person to the office of President at the annual meeting of the Corporation.
5.5 Removal of Officers
The Board shall be empowered to remove the occupant of any office notwithstanding the office of President by a special resolution. At such time when an Officer is removed, the Board will appoint a replacement in accordance with §5.1.
5.6 Duties of Officers
Officers shall be accountable for the duties assigned to them as well as any duties the Board may determine from time to time, and they may delegate to others the performance of any such duties.
5.7 Duties of the Chair
The Chair shall perform the duties described in Schedule B – Terms of Reference: Board of Directors and §3.4 and §9.5 and such other duties as may be required by law or as the Board may determine from time to time.
5.8 Duties of the President
The President shall perform the duties described in Schedule C and such other duties as may be required by law or as the Chief Executive Officer may determine from time to time.
5.9 Duties of the Treasurer
The treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.
5.10 Duties of the Secretary
The secretary shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.
6 Protection of Directors and Officers
6.1 Protection of Directors and Officers
No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any amounts of money, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:
complied with the Act and the Corporation’s Articles and By-laws; and
exercised their powers and discharged their duties in accordance with the Act.
7 Conflict of Interest
7.1 Conflict of Interest
A Director or Officer who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Corporation, shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.
Membership in the Corporation shall consist of the Directors of the Corporation.
A Membership in the Corporation is not transferable and automatically terminates if the Member resigns or such Membership is otherwise terminated in accordance with this By-law, the Act or the Education Act.
8.3 Disciplinary Act or Termination of Membership for Cause
Upon two weeks’ (14 days) written notice to a Member, the Board may pass an ordinary resolution authorizing disciplinary action or the termination of Membership for violating any provision of the Articles or By-laws, or any other provision as determined by a special resolution.
The notice shall set out the reasons for the disciplinary action or termination of Membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than five (5) days before the end of the fourteen (14) day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of Membership.
9 Members’ Meetings
9.1 General meetings
There shall be at least two (2) General Meetings held within each financial year, the Annual General Meeting (see section 9.2) and one additional general meeting.
The business transacted at general meetings shall include:
receipt of the agenda;
reports from the members of the Executive Council including reports from the President, Chief Executive Officer, and Board Council Presidents, and each report shall be followed by a question period, wherein the Members may call organizational representatives to answer specific questions related to the reports; and
such other or special business as may be set out in the notice of meeting.
No other item of business shall be included on the agenda for an annual meeting unless a Member’s proposal has been given to the appropriate Executive Council member prior to the giving of notice of the annual meeting in accordance with the Act so that such item of new business can be included in the notice of annual meeting.
9.2 Annual Meeting
The annual meeting shall be held on a day and at a place within Ontario fixed by the Board.
All business conducted at the general meetings shall be conducted at the annual meetings with the addition of:
ratification of Director appointments;
consideration of the financial statements; and
appointment of Officers and election of Executive Council.
Subject to the Act, not less than ten (10) and not more than 50 days’ written notice of any annual Members’ meeting shall be given to each Member and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken. Notice of each meeting must remind the Member of the right to vote by proxy.
A quorum at a Members’ meeting is a majority of the Members entitled to vote at the meeting, whether present in person or by proxy. To be entitled to vote at a Members’ meeting, the Member must be registered to attend the meeting. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
9.5 Chair of the Meeting
The Chair shall be the Chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair, and if no Director is present or if all of the Directors present decline to act as chair, the Chief Executive Officer will act as chair. Failing this, the Members present shall choose one of their number to chair the meeting.
9.6 Voting of Members
Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:
each Member shall be entitled to a vote at any meeting;
votes shall be taken by secret ballot among all Members present and the chair of the meeting, if a Member, shall have a vote;
an abstention shall not be considered a vote cast;
before or after a ballot has been taken on any question, the chair of the meeting may require a vote by viva voce. A vote by viva voce so required or demanded shall be taken in such manner as the chair of the meeting shall direct;
if there is a tie vote, the chair of the meeting shall require a written ballot and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and
whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
Votes shall be defined based on the number of student trustees in attendance from a given School Board. School Boards are designated a total vote value of 1.0, which will be distributed equally among all attending student trustees from that School Board.
9.7 Persons Entitled to be Present
The only persons entitled to attend a Members’ meeting are the Members, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act, the Education Act, or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.
Any notice required to be sent to any Member or Director or to the auditor (or person who has been appointed to conduct a review engagement, if any) shall be provided by mail, email, or other electronic means to any such Member or Director and to the auditor (or the person who has been appointed to conduct a review engagement, if any) at its business address, or if no address be given then to the last address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
10.2 Computation of Time
Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or another period.
10.3 Error of Omission in Giving Notice
No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meeting.
11 Adoption and Amendment of By-laws
This By-law may be amended by a majority vote of the Board and the Members.