BOARD POLICY 8: COMMITTEES and REPRESENTATIVES of the BOARD

Preamble

Consistent with the Education Act s. 52 (1((b) and the Valhalla School Foundation Bylaws,  the Board may by resolution establish committees to assist the Board by researching issues and making recommendations for the Board’s consideration. The Board has authority to add or dissolve any Committee at any time. 

Committees speak to the Board but not for the Board. A Board possesses certain legal powers and prerogatives which cannot be delegated or surrendered to others. Thus, committees have no authority to bind or make decisions on behalf of the Board unless authorized in writing to do so and only where this is permissible under the Education Act. 

!.  General Requirements

1.1 By resolution, the Board may appoint Standing or Ad Hoc Committees and shall prescribe their powers and duties (Education Act s.52(1)(b)). 

1.2. The Board shall establish Terms of Reference (ToR) for each of its Committees. The ToR provides guidelines and direction to the committee members to help manage expectations and to enable the Committee to hold itself accountable for its activities.

(See:  Policy 8 Appendix A for a Terms of Reference template)

1.3. The Board Chair shall act as an ex-officio, non-voting member of all Committees.

1.4. Every Committee of the Board shall have a Director serve as the Chair of the Committee.

1.5. The general responsibilities of the Committee Chair include::

1.5.1 Communicate with the Board Chair regarding the committee’s work;

1.5.2 Set meeting time/date/location and establish the agenda;

1.5.3 Adhere to the Terms of Reference approved by the Board;

1.5.4 Select a committee member to keep a record of each committee meeting.

1.5.5 Distribute the meeting record to committee members. (See: Policy 8 Appendix B for Committee Reports Template).

1.5.6 Prepare a Final Report, including findings or recommendations, if any, by the due date as per the ToR and submit the Final Report to the Board Chair.

1.5.7 Present the Final Report at a Regular meeting of the Board as requested by the Chair.

1.5.8 Ensure the Board’s Secretary has electronic copies of the meeting reports and the Final Report for an official record of proceedings.

 

1.6. The Board may appoint Foundation members, parent and community members, to serve on Board committees. Staff appointments to Board committees shall be through the Superintendent.

 

1.7. Robert’s Rules of Order generally govern the proceedings of the Board and will be followed as deemed necessary by its committees.

2. Types of Committees

2.1 Standing Committees

Standing committees are established at the Board’s discretion to assist the Board with work of an on‐going or recurring nature. The Board determines the need and types of standing committees at its annual Organizational meeting; however, the Board may also establish any other standing committees and at any time when deemed necessary by the Board. Standing committees shall remain in place until the day after the AGM of the Foundation unless otherwise dissolved by Board motion.

2.1.1 Executive Committee

Purpose: Provide leadership for Board operations, coordinate Board activities such as strategic planning, policy reviews, Board and Superintendent evaluations, and enhance communication between Board and Superintendent.

Membership: Board Chair, Vice Chair and Superintendent or delegate.

Meetings:  As called by the Board Chair.

Powers and Duties: Establish meeting agendas and duties as per the ToR

 

2.1.2  Finance/ Audit Committee

Purpose: Assist the Board in its fiduciary responsibility for financial oversight.

Membership: Three Directors, Superintendent and Secretary Treasurer

Meetings:  Annually with the Auditor to receive the Audited Financial Statements (AFS) and quarterly to receive a financial report from the Secretary Treasurer which is prepared in a manner prescribed by the Superintendent; and otherwise as called by the Chair. 

Powers and Duties:  Receive and review the Audited Financial Statements (AFS) with the Auditor;  receive and review the Management Letter;  review the quarterly financial reports as provided by the Secretary-Treasure; and make recommendations to strengthen financial accountability and reporting.

Recommend the Auditor: The Audit Commit recommends the appointment of the Board’s auditor in accordance with the Education Act s.138, 142.  For clarity, the Board retains sole authority to appoint an external auditor. To that end, the Secretary Treasurer shall request at least three proposals from qualified firms. Upon review by the Committee, the Audit Committee Chair will make a recommendation to the Board. Following the Board’s decision on this matter, the Board Chair is authorized to sign the contract for audit services. The Board believes it is desirable to maintain a relationship with its chosen audit firm and thus prefers the same firm for a minimum of three (3) years and a maximum of five (5) unless otherwise recommended by the audit committee.

 

2.2.3  Student Matters Committee

Purpose:  Ensure a fair process for appeals and review administrative recommendations for student expulsions as per Policy 14 Appeals and Expulsion

Membership: A quorum of the Board, excluding any vacancies on the Board, and which includes the Chair or Vice Chair who shall preside over the Hearing.  The Superintendent shall facilitate a fair and orderly process but not participate in the decision-making. 

Meetings:  As called by the Board Chair at the request of the Superintendent.

Powers and Duties: To decide by majority vote of the Committee, the outcome(s) of an appeal or expulsion hearing. 

 

2.2.4 Communications and Community Relations Committee

Purpose: Plan, execute and communicate to Foundation members those endeavours of the Board to develop and maintain positive relationships among the stakeholders as well as external organizations. Create opportunities, such as forums for Foundation members to provide input into the goals and desired outcomes of VCS.

Membership: As per the ToR

Meetings:  As scheduled

Powers and Duties:  As per the ToR

 

2.2.4 Fund Development Committee

Purpose:  Plan, implement and coordinate all fundraising activities in support of projects and activities of the Valhalla Community School.

            Membership: As per the ToR

            Meetings:  As scheduled by the Committee and called by the Chair

            Powers and Duties:  As per the ToR

 

2.2  Ad Hoc Committees

Ad hoc committees may be established by Board motion at any time to assist the Board on a project for a specific period of time. Terms of Reference shall be outlined at the time of establishment.  Ad hoc committees cease to exist as soon as they have completed the task set by the Board, or as dissolved by the Board.

3. Terms of Reference (ToR)

The Terms of Reference are determined by Board resolution when establishing Standing or Ad Hoc Committees and include the following:

            3.1 Purpose of the Committee

3.2 Key Duties and Responsibilities

3.3 Composition

3.3.1 The number of Directors not to exceed the number that equals the quorum of the Board excluding vacancies..

3.3.2 Appointment of a Director as the Committee Chair

3.3.3 Foundation members at the discretion of the Board and staff appointments through the Superintendent

3.4 Term

3.4.1 Standing Committees dissolve the day after the Annual General Meeting of the Society.

3.4.2 Ad Hoc Committees dissolve on the date determined by the Board.  The Committee’s final report and recommendations are due at the Board Meeting prior to the date on which the committee is dissolved.

3.4.3 The Board may at any time, by motion, dissolve any committee.

3.5 Reporting and Record Keeping (See: Policy 8 Appendix B for Committee Reports Template).

3.5.1 Chairs provide updates to the Board following each committee meeting.  Minutes are distributed to Committee members and the Board Chair or Superintendent for inclusion in the Regular Meeting agenda.

3.5.2 TOR specifies the date by which the Committee Chair’s Final Report is due.

3.5.3 Committee Chair’s Final Report includes a summary of the meetings and activities, as well as the findings or recommendations for the Board, and is presented to the Board as part of a Regular Meeting agenda.

4. Board Representatives to External Organizations

The Board may appoint Directors to represent the Charter Board on various external committees, agencies and organizations.  Such representation is established at the discretion of the Board to facilitate the exchange of information on matters of mutual concern or to discuss possible agreements between the Board and other organizations.

The Board will determine the powers and duties of each representative. The Superintendent may appoint resource personnel to work with the representative and define the roles, responsibilities and reporting requirements of any personnel so appointed.

The following organizations will have Charter Board representation as determined at the annual Organizational Meeting:

 

4.1 Other Representative Appointments

Upon request, the Board may at its discretion assign a representative to any other entity.

 

Approved:  April 2023

Reviewed:  June 2023, February 2024 (deferred) April 2024, April 2025

References: Education Act Sections 36, 52, 60, 113,138, 142, VSF Bylaw

 

 

Policy 8 Appendix A Terms of Reference Template

The Board, by resolution, establishes committees and their Terms of Reference. This template is intended to support the Board in providing clear direction to each committee. (NOTE:  When a Committee completes its task or is dissolved, the Board may ask the Committee Chair to evaluate the ToR and the effectiveness of the Committee in meeting the ToR purposes).

NAME of COMMITTEE and Type (Standing or Ad Hoc) Terms of Reference
1.    Purpose	This Committee is established to: (List the “deliverables”)
2.    Membership   Staff members are appointed to Committees through the Superintendent	Officials:  ●     Committee Chair is a Director appointed by the Board ●     Recording Secretary, a committee member, is appointed by the Committee Chair Members: ●     Directors: ●     Staff: ●     Other Foundation Members:
3.    Meetings Rogers Rule of Order as needed to ensure an orderly, fair process. Decisions are made by majority vote of the Committee’s members.	Term: Start and end date – no later than the day after the AGM or otherwise: ____________/__________ Frequency: At the call of the Chair (or a schedule developed by the Committee) Quorum:  A simple majority of the members of the Committee Decision-Making: Consensus (agreement of most participants with minority objections noted)
4.    Minutes	Recording as per Policy 8 Appendix B (subject to amendment to best meet the Board’s needs for frequent, accessible communication from its Committees) Minutes are recorded for each meeting of the Committee Distribution: Minutes are circulated to Committee members, Board Chair and Superintendent (for inclusion in the agenda package).
5.     Reporting / Relationships	The Committee Chair reports to the Board following each Committee Meeting or as otherwise specified in the ToR.  A Final Report is due to the Board no later than the March Regular Meeting (prior to the AGM) or as otherwise specified in the ToR. The Committee reports to the Board on matters relating to its purpose and responsibility. Items are brought to the attention of the Committee by the Chair or through the Agenda.

Policy 8 Appendix B Committee or Representative Report Template

This template may be adapted as needed to meet the needs of the Committee or Representative to an external organization.

 

Name of Committee	Or External Organization:
Committee Chair:	Or Representative Name:
Date/month/year:	Location of Meeting:
Mandate of Committee or Representative:
Committee Members in Attendance:
Committee Members Absent:
Meeting Report: (List agenda Items and briefly summarize the discussion)
Summary of Findings, Resolutions or Recommendations, if any:                     The Committee Chair submits a report after each meeting and the FINAL report to the Board Chair or Superintendent for distribution and/or presentation to the Board.