BOARD POLICY 4: CHARTER BOARD of DIRECTORS CODE of CONDUCT
Preamble
The Charter Board of Directors commits to the highest ethical standards and prioritizes the best interests of the students in all decision-making. Directors conduct themselves at all times in a manner commensurate with the responsibilities representatives for the Foundation members. All personal interactions and relationships will be characterized by mutual respect and regard that affirms each person’s worth.
Directors must adhere to the following Code of Conduct:
- Devote time and effort in order to carry out the responsibilities detailed in Policy 3 Role of the Director with diligence and credibility.
- Recognize that fiduciary duty supersedes any conflicting loyalty to other advocacy groups or acting as an individual consumer of VCS’s services.
- Work collaboratively with Board colleagues in a spirit of harmony and cooperation.
- Represent the Board by modelling proper decorum and respectful treatment of others.
- Accurately reflect the Board’s policies and resolutions when communicating with the public.
- Respect, protect, and refrain from inappropriate disclosure of any confidential matters.
- Refer administrative matters to the Superintendent.
- Refrain from using the Director position to benefit oneself or another individual or agency.
- Declare and disclose the nature of any conflict of interest in a matter before the Board and subsequently absent oneself from any discussion and abstain from voting on the matter in question. (See: Disclosure Notice Appendix B to this Policy).
Attendance at Board Meetings
Board Members are expected to attend Board meetings regularly. Failure to attend may result in disqualification. Directors who are absent from three (3) consecutive Board meetings shall provide the Chair with evidence of illness in the form of a medical certificate regarding the period of absence, or obtain prior authorization by resolution of the Board to be absent from three (3) or more consecutive Board meetings.
Sanctions or Removal
Consequences for the failure of a Director to adhere to the Director Code of Conduct are specified in Appendix A to this policy.
Approved: April 2023
Revised: February 2024
References: Education Act Sections 27, 33, 53, 59.1, 64, 67, 85, 88, 90, 91 (except clauses b and c), 92, 93, 94
Policy 4: Appendix A: Director Code of Conduct Sanctions
Directors shall conduct themselves in an ethical and prudent manner in compliance with the Director Code of Conduct or the Board may impose sanctions.
- A Director who believes that a fellow Director has violated the Code of Conduct should seek resolution of the matter through appropriate conciliatory measures prior to commencing a formal complaint under the Director Code of Conduct.
- A Director who commences a Code of Conduct complaint shall file a letter of complaint with the Chair (or Vice Chair if the complaint is against the Chair) within thirty (30) days of the occurrence of the alleged violation. The letter shall name the accused, the nature of the complaint, and the relevant section(s) of the Code alleged to have been violated.
3.Within five (5) days of receiving the letter of complaint, the Chair shall provide all Directors, including the accused with a copy of the letter of complaint. If the Chair is the accused, the Vice Chair assumes all the responsibilities related to the handling of the complaint.
- A letter of complaint is deemed strictly confidential with respect to filing, notification, content, the nature of the complaint, and therefore any public disclosure shall be deemed a violation of the Code of Conduct. Recipients of the letter of complaint are responsible for ensuring confidentiality.
- Public disclosure of the complaint and any resulting action taken by the Board may be disclosed by the Chair at the Board’s direction following the disposition of the complaint at a hearing.
- The Chair shall convene as soon as is reasonable, a Special meeting of the Charter Board to allow the complaining Director to present his views of the alleged violation. The Special meeting shall commence with the Chair stating the nature of the business to be transacted and that the Board shall ensure fairness by following these procedures:
6.1 The Director Code of Conduct complaint shall be conducted at “Director Code of Conduct Hearing” which is an in camera Special meeting convened for that purpose. The preliminary matters, including whether one or more Directors may have a conflict of interest in hearing the complaint, must be dealt with before the hearing continues any further.
6.2 The sequence of the hearing shall be:
6.2.1 The complaining Director shall provide a presentation which may be oral, or written, or both;
6.2.2 The respondent Director shall provide a presentation which may be oral, or written, or both;
6.2.3 The complaining Director shall then be allowed to reply to the respondent Director;
6.2.4 The respondent Director shall be given a further opportunity to respond to the complaining Director’s presentation and subsequent remarks;
6.2.5 The remaining Directors shall be allowed to ask questions of the complaining and responding Directors (“the Parties);
6.2.6.The complaining Director shall be allowed to make final comments; and The respondent Director shall be allowed to make final comments.
6.2.7 Following the presentation of the Parties’ respective positions, the Parties and all persons other than the remaining Directors who do not have a conflict of interest, must leave the room while those remaining Directors deliberate in private, without assistance from administration. The Charter Board may, in its discretion, call upon the Superintendent or legal Counsel to assist them on points of law or the drafting of a possible resolution.
6.2.8 If the remaining Directors in deliberation require further information or clarification, the parties shall be reconvened and the requests made in the presence of both parties. If the information is not readily available, the presiding Chair may request a recess or adjourn the Director Code of Conduct hearing to a later date.
6.2.9 In the case of adjournment, no discussion by Directors whatsoever of matters heard at the Director Code of Conduct hearing may occur until the meeting is reconvened.
6.2.10 The remaining Directors in deliberation may draft a resolution indicating what action may be taken regarding the respondent Director.
6.2.11 The presiding Chair shall reconvene the parties to the Director Code of Conduct hearing and request a motion to revert to open meeting to pass the resolution.
6.2.12 All documentation related to the Director Code of Conduct hearing shall be returned to the Superintendent, or designate immediately after the hearing and shall be retained according to legal requirements.
6.2.13 The presiding Chair shall declare the Special meeting adjourned.
- A violation of the Code of Conduct may result in the Charter Board instituting without limiting what follows, any or all of the following sanctions:
7.1 The Board Chair writes a letter of censure marked Personal and Confidential to the offending Director on the approval of a majority of those Directors present and allowed to vote at the Special meeting of the Charter Board.
7.2 A motion of censure against the offending Director is passed by a majority of those Directors present and allowed to vote at the Special meeting.
7.3 A motion to remove the offending Director from one (1) or all Charter Board Committees or other appointments of the Charter Board is passed by a majority of those Directors present, excluding the offending Director, and allowed to vote at the Special meeting of the Board.
7.4 A motion to terminate the offending Director’s membership on the Charter Board is passed unanimously by those Directors present and allowed to vote at the Charter Board’s Special meeting.
- Notwithstanding, the Director may be removed from office by passage of a special resolution at a Special meeting of the Foundation.
- The Charter Board may, in its discretion, make public its findings at the Special meeting, or at Regular meeting of the Charter Board where the Board has not upheld the complaint alleging a violation of the Director Code of Conduct, or where there has been a withdrawal of the complaint, or under any other circumstances that the Board deems reasonable and appropriate to indicate publicly its disposition of the complaint.
Approved: April 2023
Revised: February 2024
References: Education Act, s. 33,36, 52,53,64,67,80,83,85,86 (except clauses b and c) 87,88,89
Policy 4 Appendix B: Disclosure of Information
Failure to declare a conflict of interest may result in the involuntary disqualification of a Director to serve on the Board. The Disclosure of Information requirement for all Directors provides a legislated opportunity for all Directors to be reasonably cautious in preventing the problem of “failure to disclose” and the potentially harmful impact of bias in decision-making.
Section 86 of the Education Act, states the following legislative requirements for Trustees (which also applies to Charter Board Directors):
- Each Director of a Board shall file with the Board’s secretary [Secretary-Treasurer] a statement showing:
- the names and employment of the Director and the Director’s spouse or adult interdependent partner,
- the names of the corporations, partnerships, firms, governments or persons in which the Director has a pecuniary interest, and
- the names of the corporations, partnerships, firms, governments or persons in which the Director’s spouse or adult interdependent partner or children under 18 years of age have a pecuniary interest.
- The Board’s Secretary shall:
- compile a list of all the names reported on the statements filed, and
- provide a copy of the list to all the Directors of the Board, and the officials and employees of the Board whom the Board directs.