BOARD POLICY 7: CHARTER BOARD OPERATIONS
Preamble
The Charter Board’s ability to meet its obligations in an efficient and effective manner is dependent upon the development and implementation of a sound organizational design. The Board has adopted policies so that all business can be conducted in an orderly and efficient manner. Robert’s Rules of Order will generally govern all proceedings of the Board unless otherwise provided in these policies or varied from time to time by resolution of the Charter Board.
Quorum
Quorum, which is a simple majority of the number of Directors, excluding any vacancies, must be present for every duly constituted meeting unless otherwise specified by these policies.
Board Meetings
The Board shall hold meetings as often as necessary to fulfil its legal obligations and duties to the Minister of Education and the Valhalla School Foundation. The Board shall meet regularly, according to the schedule of meeting dates established annually. The Chair shall call or cancel meetings as required. In keeping with the Board’s obligation to preserve public trust in education and the operations of VCS in particular, Charter Board meetings are open to the public. However, there are times when the public interest is best served by private in camera discussion of specific issues. The Charter Board encourages presentations by Foundation members at Charter Board meetings, and various stakeholder engagements that focus on specific topics, to enhance communications and the effectiveness of the Board. The process for presenting to the Board is outlined in this Policy at 9. Delegations to Board Meetings.
Committee of the Whole
Committee of the Whole is a working session that includes Directors, the Superintendent, and invited guests. No resolutions or motions may be proposed or discussed in these working sessions which focus on matters such as policy development, briefings on various topics of interest to the Board, Director and Board development and evaluation.
Attendance by Electronic Means
A Director may participate in a meeting of the Board by electronic means or other communication facilities if the Directors participating in the meeting, and members of the public attending in person, are able to hear each other. Directors participating in a meeting of the Board by electronic communication facilities are deemed to be present at the meeting. Directors are encouraged to attend Regular Meetings in person unless there is undue hardship. Notwithstanding, the Board may, by resolution, impose any conditions on attendance of Directors by electronic means as deemed necessary for the effective, efficient transaction of its business.
Types of Board Meetings
- Organizational Meeting
1.1 An organizational meeting of the Charter Board shall be held annually as the first official meeting of the Charter Board following the election of Directors at the Annual General Meeting convened before March 31. Board orientation for new Directors may occur in conjunction with the Organizational Meeting.
1.2 The Superintendent or designate will give each Director notice as if it were a Special meeting at least two (2) days in advance of the Organizational meeting. The Superintendent shall call the meeting to order and preside until a Chair is elected by the Directors.
1.3 Each new Director shall take the Oath of Office. (See: Policy 7 Appendix B Oath of Office)
1.4 The Board will elect one Director to act as Chair by secret ballot unless the Board unanimously agrees to an alternate process. The Chair will preside over the remainder of the Organizational Meeting. Normally, the Chair is elected for a period of one year.
1.5 Following the election of the Chair, the Board shall:
1.5.1 Elect one Director to act as Vice Chair;
1.5.2 Elect one Director to serve as Board Secretary and one Director to serve as Board Treasurer for the Foundation Board and vote to request that the Superintendent appoint staff as needed to support the Board Secretary and Board Treasurer in fulfilling their duties to the Foundation.
1.5.3 Appoint Directors for such Standing Committees (see Policy 8) as deemed appropriate and appoint one of those appointees to serve as Committee Chair.
1.54 Appoint Director representatives to external organizations
1.55 Establish the schedule of Charter Board Regular Meetings;
1.56 Approve the Board’s Annual Work Plan;
1.57 Confirm the primary and emergency contact information for each charter Board Director for the purpose of receiving notice;
- 58 Review conflict of interest stipulations and complete the disclosure of information requirements (see: Disclosure Statements Policy 3 Appendix B); and
- 59 Address any other organizational items as required.
- Regular Meetings
2.1 Regular meetings will be held in accordance with the annual schedule of dates and times established at the Organizational meeting and will be held in the Valhalla Community School. The schedule of Regular meetings shall be posted to the School website and no further notice is required.
2.2 The Board may alter the Regular meeting schedule by resolution and any changes to the date, time or location will be posted to the website forty-eight (48) hours, or as soon as possible in advance of the meeting.
2.3 All Directors who are unable to attend a Board meeting shall notify the Chair as absences may result in disqualification from the Board. (Director absences are addressed in Policy 4 Director Code of Conduct.
2.4 Regular meetings shall not be held without the Superintendent and/or designate in attendance, unless the Superintendent’s contract is being discussed.
- Special Meetings
3.1 Special meetings of the Charter Board shall be called when the Chair or a majority of Directors, or the Minister is of the opinion that an issue must be dealt with before the next regular meeting.
3.2 Notice of a Special meeting, including date, time, place and nature of the business to be transacted, shall be issued to all Directors by registered mail (at least 7 days in advance of the meeting), in person, phone call, text, or email at least 2 days prior to the meeting). Special meetings may be held without notice if every Director agrees to waive notice. (See Policy 7 Appendix A Waiver of Notice).
3.3 Unless all Directors are present at a Special meeting, no business other than that specified in the notice may be transacted. Items can be added to the agenda only by the unanimous consent of the Board.
3.4 Special meetings of the Board shall be open to the public with the exception of any agenda item(s) which the Board deems appropriate to discuss in camera.
3.5 Any business transactions or resolutions passed and the minutes of the Special meeting must be disclosed at the next regular public board meeting.
3.6 Special meetings will not be held without the Superintendent and/or designates in attendance, unless the Superintendent’s contract is being discussed.
- Extraordinary Meetings
4.1 Under exceptional circumstances, the Chair or a majority of Directors may call for an Extraordinary meeting of the Board.
4.2 Notice of such Extraordinary meeting, including date, time, place and nature of the business to be transacted, shall be given at least four (4 ) hours in advance and shall be given in person or by text/telephone. If a charter Board member cannot be contacted by such means, one further notice shall be given to that Director’s emergency contact, and such notice shall be considered adequate notice. It is the responsibility of every Director to provide up-to-date contact and emergency contact information for the purpose of receiving notice.
4.3 An Extraordinary meeting may be held without notice if a quorum of the Board is present and agrees to waive notice.
4.4 No business other than that in the notice of the Extraordinary meeting shall be transacted at the meeting.
4.5 Any resolutions passed and the minutes of the meeting must be disclosed at the next Regular public board meeting.
4.6 Extraordinary meetings will not be held without the Superintendent or designate is present unless the Superintendent’s contract is being discussed.
- Private Session “In Camera”
5.1 The terms ”private”, “closed session”, and “executive session” are synonymous terms for in camera. The Board believes that public trust is preserved by conducting public Board meetings. Notwithstanding this belief, if the majority of the members agree, the Board may meet in camera to discuss sensitive and confidential issues.
5.2 In camera sessions shall be limited to discussion pertaining to the following:
5.2.1 personnel matters (individual employees or students);
5.2.2 individual Board members;
5.2.3 bargaining or contract negotiations;
5.2.4 litigation brought by, before or against the charter Board; and
5.2.5 Any other matters that the majority of charter Board members feel would not be in the public interest to discuss in an open public meeting.
5.3 The Board may meet in camera at any time or place agreeable to the Board.
5.4 In camera sessions shall be closed to the public and the media. The Board shall only discuss the matters that gave rise to an in camera session. Directors, the Superintendent and any other person(s) attending by invitation of the Board shall maintain strict confidentiality and shall not disclose the details of any in camera discussion.
5.5 The Board shall adopt only such resolution in camera as is required to revert to an open, public meeting. Once the Board reverts to open meeting, any decision reached in camera must be ratified by resolution of the Board. The wording of the resolution must not inappropriately reveal any confidential or personal information. The motions to go in camera or revert to public meeting and any resolution arising must be recorded in the minutes of the Board.
- Agenda for Regular Meetings
The Superintendent, in consultation with the Chair or Vice Chair is responsible for the preparation of the Board meeting agenda. The Chair may change the order of agenda items to meet deadlines or accommodate delegations.
6.1 The order of business at a regular meeting is generally as follows but may be modified as the Board determines:
6.1.1 Call to Order
6.1.2 Approval of Agenda
6.1.3 Approval of Consent Agenda (if process is generally understood and practiced)
6.1.4 Approval of Minutes (Regular and any Special or Emergency Meetings)
6.1.5 Reports (Board Chair & Superintendent )
6.1.6 Board Committee or Board Representative Reports
6.1.7 Business Arising and/or New Business
- Presentation by Delegation Spokesperson
- Operational Reports (as per the Annual Work Plan)
- Discussion and Action Items
- Policies
- Administrative Procedures
- Notice of motion (if any) from the prior board meeting
6.18 In Camera (if any)
6.1.9 Adjournment (may include Chair’s closing remarks)
6.2 Items may be placed on the agenda by:
6.2.1 written notice to the Chair or Superintendent seven (7) days prior to the Board meeting;
6.2.2 notice of motion at the previous meeting of the Board;
6.2.3 request from a committee of the Board;
6.2.4 request by the majority of Directors; and
6.2.5 decision of the Chair in the case of emergent issues.
6.3 The agenda for Directors will include pertinent, supporting information and a clear recommendation for each action or decision item. The agenda will be provided to each Director at least twenty-four (24) hours prior to the meeting. Subsequently, additional information may be sent electronically or presented at the meeting.
6.4 The order of the agenda items will be posted to the school website on the same day it is distributed to Directors.
- Minutes for Board Meetings
Minutes constitute the official record of the proceedings of a Board meeting upon adoption by resolution of the Board. The Chair signs and dates an attestation to the true and approved copy of the Minutes.
It is the responsibility of all Directors present at the meeting to check the minutes for any errors or omissions.
7.1 The Minutes shall record the following:
7.1.1 date, time, location and type of (regular, special, extraordinary) meeting,
7.1.2 names of presiding officer, Directors, staff and presenters in attendance,
7.1.3 approval of preceding minutes,
7.1.4 all resolutions placed before the Board are to be entered in full, (numbering of motions is by year/month/day and then in numbered order)
7.1.5 names of persons making motions,
7.1.6 brief summary with sufficient background to ensure the Board’s intention is clear,
7.1.7 points of order and appeals,
7.1.8 the vote on all motions (carried/defeated),
7.1.9 name and the vote (for/against) of any Director requesting a recorded vote.
7.1.10 appointments and public announcements,
7.1.11 receipt of written reports of committees (include copies or ensure copies are with the approved agenda.
7.1.12 entry and departure times of Directors whenever absent for a vote, and
7.1.13 time of adjournment.
7.2 The Minutes shall be:
7.2.1 prepared as directed by the Board Secretary (unless the duties of secretary have been delegated to a staff member, in which case as directed by the Superintendent);
7.2.2 reviewed by the Board Chair prior to submission to the Board;
7.2.3 considered an unofficial record of proceedings until such time as adopted by resolution of the Board; and
7.2.3 upon adoption, considered the official and sole record of the Board’s business.
7.3 The Superintendent, or delegate shall establish and maintain a file of Charter Board Minutes.
7.4 The Board expects the Superintendent to institute and maintain effective and appropriate procedures for the prompt dissemination of information to Foundation Members about decisions made at all Board meetings. Thus approved Minutes will be posted by the Superintendent or delegate no later than twenty-one (21) days following approval.
- Motions
Notwithstanding Robert’s Rules of Order (Policy 7 Preamble) motions do not require a seconder, except as described at 8.2 Notice of Motion below.
8.1 General
- 1.1 All questions shall be submitted to the Board Chair by a positively-worded motion from any Director.
- 1.2 If a motion has been submitted orally, the Chairperson or any member may request that the motion be presented in writing before it is stated/read by the Chairperson.
- 1.3 The motion must be stated/read by the Chair for the benefit of the whole Board before the Director who introduced the motion may speak on it.
- 1.4 Motions will be voted on unless the mover has consent from the Board to withdraw the motion.
8.2 Notice of Motion
The notice of motion serves the purpose of officially putting an item on the agenda of the next or future Regular meeting and gives notice to all Directors of the item to be discussed. A notice of motion is not debatable and may not be voted on. A Director may present a notice of motion for consideration at the next Regular meeting of the Board or may specify another meeting date. A Director may also provide the Board Chair with a written notice of motion and ask that it be placed on the agenda of the next Regular meeting and read at the meeting.
The Director will need not be present during the reading of the motion; however, if the Director is not present, a seconder is required at the meeting at which the notice is given, otherwise the item will be dropped.
8.3 Discussion on Motions
A Board motion or recommendation from the Superintendent must generally be placed before the Board prior to any discussion taking place on an issue. Once a motion is before the Board and until it is passed or defeated, all speakers shall address comments to the Chair and confine their remarks to relevant information pertinent to the motion.
8.4 Speaking to the Motion
8.4.1 The mover of a motion first and every Director thereafter shall have an opportunity to speak to the motion before any Director is allowed to speak a second time.
8.4.2 The mover of the motion is permitted to close debate on the motion.
8.4.3 The Board Chair has the responsibility to limit the discussion by a Director when such a discussion is repetitive or digresses from the topic at hand, or where discussion takes place prior to the acceptance of a motion.
8.4.4 No one shall interrupt a speaker, unless it is to ask for clarification of the speaker’s remarks.
8.5 Reading of the Motion
A Director may require the motion under discussion to be read at any time during the debate, except when a Director is speaking.
8.6 Recorded Vote
Whenever a Director requests a recorded vote, before the vote is taken, the minutes shall record the names of the Directors who voted for or against the matter.
8.7 Required Votes
The Board Chair and all Directors present, unless excused by resolution of the Board or by the provisions of the Education Act or the Foundation bylaws, shall vote on each question.
8.7.1 Each question shall be decided by a majority of the votes of those Directors present except for the vote to elect a Chair and Vice Chair. A vote on a question shall be taken by open vote, expressed by show of hands.
8.7.2 A simple majority of a quorum of the Board will decide in favour of the question. In the case of an equality of votes, the question is defeated.
8.8 Debate
In all debate, any matter of procedure in dispute shall be settled, if possible, by reference to Robert’s Rules of Order. If this reference is inadequate, procedure may be determined by motion supported by the majority of Directors in attendance. (See: Policy 7 Appendix C Guide to Decision-Making)
8.9 Motion to Refer
If a motion needs discussion in greater depth than possible at a regular meeting, the Board may refer the motion to an existing or new committee. Any such referral should direct the committee to make recommendations for and/or amendments to the motion.
- Delegations to Board Meetings
The Board values input from Foundation Members and encourages presentations to the Board. The Board also believes it has a responsibility to conduct regular public meetings of the Board in an orderly and efficient fashion. Therefore, the Board will receive presenters on any subject pertinent to Board business provided the item has been placed on the meeting agenda.
9.1 Any Member desiring to make a presentation to the Board shall submit a written request to the Board Chair/Vice Chair or Superintendent (“the Executive Committee”).
9.2 The Executive Committee will determine the appropriateness of the request to be placed on the agenda by considering the extent to which it aligns with Board policy, the potential to prejudice the Board for hearing an appeal, and whether or not the matter is repetitious.
9.3 If the Executive Committee agrees to place the request on the Board meeting agenda, the Member who made the request will be:
9.3.1 notified at least 14 (fourteen) days in advance of the date/time/location and whether the presentation will be heard in camera or at an open public meeting.
9.3.2 required to identify the spokesperson if the presentation is from a delegation.
9.3.2 required to provide a written submission of the presentation to the Superintendent no later than seven (7) days prior to the Board meeting (as noted in 9.3.1). The submission will be circulated to the Board members with the meeting agenda.
9.4 The Superintendent will provide the Board with relevant background information and where appropriate, a recommendation for Board action relevant to the presentation.
9.5 In an emergent situation where time does not permit adherence to this timeline, the Board may nevertheless agree to a presenter’s request to be added to the agenda. The Superintendent shall acquaint the Directors with the emergent request prior to receiving the presenter.
- 6 Delegations are encouraged to keep their presentations brief to a maximum of fifteen (15) minutes or as otherwise stated by the Board Chair. The Chair has the right to restrict the length of time for any delegation at any meeting.
- 7 In discussing matters with the presenter/delegation spokesperson, the Board Chair shall act as spokesperson for the Board. The Board will normally hear the matter presented to it without entering into discussion or debate. However, individual Directors or the Superintendent may raise questions of clarification and address these to the delegation. At no time during the presentation shall any Director commit the Board to any specific course of action.
9.8 The Board will not necessarily make a decision on the matter at the same meeting that a representation or delegation is heard. Upon completion of the presentation, the Board Chair shall inform the delegation when a decision, if required, will be made. The Board’s decision will be communicated in writing to the spokesperson.
- Recording Devices
Any person who wants to use a recording device at a public board meeting, whether attending in person or via electronic means, shall obtain prior written approval of the Board Chair.
- Conflict of Interest
The Board believes that its ability to discharge its obligations is dependent upon maintaining public trust and confidence. Directors are expected to act in accordance with the Education Act s. 85-96 Conflict of Interest and Disqualification.
11.1 Upon election to office, the Director must complete a Disclosure of Personal Interest Statement.
11.2 The Director is solely responsible for declaring him/herself to be in possible conflict of interest.
11.2.1 The Director shall make such declaration in open meeting prior to Board or committee discussion of any subject matter which may place the Director in conflict of interest.
- 2.2 Following the declaration of conflict of interest by a Director, all debate and action shall cease until the Director has left the room.
- 3 It shall be the responsibility of the Director in conflict to absent him/herself from the meeting in accordance with the requirements of the Education Act and ensure that his/her declaration and absence is properly recorded in the minutes.
11.4 The recording secretary shall record in the minutes the Director’s declaration, abstention from the debate and the vote, and the time when the Director exited and returned to the meeting.
- Board Self-Assessment
The annual Board Self-Assessment process will complement the Superintendent Evaluation process. (See Policy 2 APPENDIX C for a Board Self-Assessment Tool)
12.1 The principles upon which the Board self‐assessment is based are as follows:
- 1.1 A learning organization focuses on improving practice.
- 1.2 A pre‐determined process for assessing effectiveness strengthens the governance functions and builds credibility for the Board.
- 1.3 An evidence‐based approach provides objectivity.
12.2 The components of the Board self‐assessment are:
12.2.1 Assessment of Board/Director Performance
12.2.2 Monitoring the Board’s Interpersonal Working Relationships
12.2.3 Assessing the Effectiveness of Communications
12.2.4 Review of Annual Work Plan & Accomplishments
12.2.5 Review of Board Motions
12.2.6 Monitoring Board‐Superintendent Relations
12.2.7 Review of Board Governance Policies with emphasis on Effectiveness of Policies
12.2.8 Creating a Positive Path Forward (Board Development Plan)
Approved: April 2023
Revised: March 2025
References: Education Act Sections 27, 53,65,85,86,87 except subsections (1)(a) and (2) and, 88, 137
Oaths of Office Act, Societies Act s.9, Charter School Regulations, Board Procedures Regulation, VSF Bylaws
Policy 7 Board Operations Appendix A: Waiver of Notice
Waiver of Notice for Special / Extraordinary or Emergency Meeting
Meeting Date: ______________________
Meeting Time: _______________________
We, the undersigned Directors of the Charter Board of the Valhalla Community School do hereby waive notice for the above-noted Special Meeting of the Board of Directors. This waiver is completed in accordance with the provisions of Special Meetings of Policy 7 Board Operations.
(This waiver may be signed in counterpart and the counterparts when combined shall be treated as one and the same document.)
The purpose of the Special Meeting is to give consideration to the following items:
Waiver of Notice is hereby granted:
| Name of Director | Signature | Date of Signature |
Policy 7: Board Operations Appendix B: Oath of Office
Source: Oaths of Office Act
HIS MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:
Official oath
2 When by a statute of Alberta a person is required to take an official oath on
- being appointed to an office other than that of judge or justice of the peace, or
- being admitted to a profession or calling,
the oath shall be taken in the following form:
I, , swear that I will diligently, faithfully and to the best of my ability execute according to law the office of .
So help me God.
RSA 1980 cO‑1 s2
Solemn affirmation
4(1) A person who is required by a statute of Alberta to take an oath prescribed by this Act may make a solemn affirmation instead of taking the oath.
(2) When on the administering of an oath prescribed by this Act the person about to take the oath is permitted by law to make a solemn affirmation instead of taking an oath, the person may make a solemn affirmation in the prescribed form of the oath, substituting the words “solemnly affirm” for the word “swear”, and omitting the words “So help me God”.
RSA 2000 cO‑1 s4; 2014 c13 s8
Policy 7 Board Operations Appendix C: Guide for Decision-Making
Purpose: Clear, shared criteria can make the decision-making process more efficient, effective and transparent. The following criteria may assist the Board in debate by evaluating alternatives and ensuring decisions are aligned with the Board’s mandate, the Charter and the Three-Year Strategic Plan.
| Criteria/ Tests | Guiding Questions to Consider |
| Mandate | To what extent is the question/matter within the Board’s mandate under the Education Act? |
| Scope | To what extent does the matter fit with the strategic goals defined by the Charter, the multi-year Education Plan, and the Board’s own policies? |
| Benefit | To what extent does this matter maximize the number of students who will benefit? Have we considered the effectiveness/efficiency of outcomes for this decision? What evidence supports the belief that the proposed action is good for VCS students? |
| Society Members’ Support | What is the level of support from foundation members for this direction, action, proposal? Do other levels of government or stakeholders support this? |
|
Fair & Equitable Opportunity |
To what extent will this decision/direction provide an equitable opportunity? Does the decision give equal and fair consideration to all students? |
| Capacity |
To what degree does VCS have the human and financial resources now and into the future (sustainability)? Will the decision better position VCS to meet its Charter Goals? Will the decision advance the research mandate? Position VCS to be perceived as a leader in future delivery of educational programs? Is the modal replicable? Is this precedent setting? What are the future implications of this? Is there a change management strategy in place to support implementation and evaluate effectiveness? Who leads and how much support do the leaders have (e.g., implementing a new program or option)? |
| Unintended Consequences | To what extent have the potential negative and/or other unintended consequences been considered? |
| Values | Does the decision align with the shared core values and beliefs noted in the Charter and the Board policies? |
| Timing | Why now? Is this the best timing? What if no action is taken? |