Board Governor Roles & Responsibilities

In accordance with By-Law D, being the General By-law of Havergal College, the roles and responsibilities of Governors/Directors are set out as follows. For those interested in becoming a Governor or participating as a community member on a Board Committee, please complete the Board of Governors Application Form. Applications are due by February 7, 2025.

Duties

The Board of Directors shall manage or supervise the management of the activities and affairs of the Corporation.

Number

  1.  In accordance with the Articles, the Board shall consist of thirteen (13) to twenty-one (21) Directors.
  2. The following individuals shall be ex-officio Directors:
    1. a nominee of the Directorate of the Havergal Old Girls Association;
    2. a nominee of the board of directors of The Havergal College Foundation;
    3. and where possible, a nominee of the Board who is a member of an order of the clergy of the Anglican Church of Canada.
  3. At least three (3) Directors must be former students of the Corporation.
  4. The Principal of the Corporation shall attend all meetings of the Board by invitation, but shall not be a Director.
  5. Where a member of an order of the clergy of the Anglican Church of Canada is not available for nomination by the Board as an ex-officio Director, a member of an order of the clergy of the Anglican Church of Canada shall be invited to attend all meetings of the Board, but shall not be a Director.

Qualifications

An individual is disqualified from being a Director if they: 

  1. are under eighteen (18) years old;
  2. are a person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;
  3. are a person who has been found to be incapable by any court in Canada or elsewhere;
  4. have the status of a bankrupt;
  5. have not completed a vulnerable sector check;
  6. are a person who is an “ineligible individual” under the Income Tax Act (Canada) or any regulations made under it; and
  7. are an employee of the Corporation.

A Board decision as to whether or not an individual is qualified to be a Director is final.

Election & Term

  1.  The elected Directors shall serve as a Director for a term of three (3) years provided that each such Director shall hold office until the earlier of the date on which their office is vacated or until the end of the meeting at which their successor is elected or appointed. It is not necessary that all Directors elected at a meeting be elected to hold office for the same term. An election of Directors is not required to take place at each annual Members’ meeting.
  2. An elected Director shall be eligible for re-election and an ex-officio Director may, prior to or subsequent to serving in an ex-officio capacity, be elected, provided that no Director shall be elected or appointed for a term that will result in the Director serving more than six (6) consecutive years.
    1. the Chair of The Havergal College Foundation may serve as a Director for up to eight (8) consecutive years;
    2. the Chair of the Board may serve as a Director for up to nine (9) consecutive years; and
    3. with the unanimous consent of the Members, an individual who does not meet the requirements of (a) or (b) above and has served as a Director for six (6) consecutive years, may be re-elected or re-appointed for a one (1) year term, and may be re-elected or re-appointed for further one (1) year terms at successive annual meetings.

Appointments & Filling Vacancies

So long as there is a quorum of Directors in office, any vacancy occurring in the Board may be filled by the Directors then in office, provided that a Director appointed to fill a vacancy shall be only appointed for the unexpired portion of the term of such Director’s predecessor. 

In the absence of a quorum of Directors, or if the Members have failed to elect the number of Directors (or the minimum number of Directors provided for in the Articles), the Directors then in office shall without delay call a Members’ meeting to fill the vacancy. 

So long as there is a quorum of Directors in office, Directors may appoint one or more additional Directors to hold office for a term expiring not later than the close of the next annual Members’ meeting, but the total number of Directors so appointed shall not exceed one-third (1/3) of the number elected at the previous annual Members’ meeting.

An individual elected or appointed to hold office as a Director shall consent in writing to such election or appointment before or within ten (10) days after the election or appointment unless such Director has been re-elected or reappointed where there is no break in the Director’s term of office. If an elected or appointed Director consents in writing after the ten (10) day period referred to in this section, the election or appointment is valid.

Remuneration of Directors

No Director shall receive remuneration for services provided in the capacity as a Director, although they may be paid reasonable expenses incurred by them in the performance of their duties. Unless otherwise prohibited by the Corporation, a Director may be compensated for services other than as a Director pursuant to the regulation made under the Charities Accounting Act, or with court approval or an order made under section 13 of the Charities Accounting Act.

Books & Records

The Directors shall ensure that all necessary books and records of the Corporation required by the Not-for-Profit Corporations Act, 2010 (Ontario), the By-laws, or by any applicable statute or law are regularly and properly kept. 

Nomination Procedure for Election of Directors

Nominations made for the election of Directors at a Members’ meeting may be made only:

  1. by the Board in accordance with the nominating and election procedure prescribed by the Board from time to time; or
  2. in accordance with the process set out in the Act, by not less than five percent (5%) of the Members are entitled to vote at the Members’ meeting at which the election is to occur.

The Board decision as to whether a candidate is qualified to stand for election is final.

Vacation of Office

The office of a Director shall be automatically vacated if the Director:

  1. dies;
  2. resigns in writing;
  3. is removed by the Members; or
  4. becomes disqualified.

A resignation of a Director becomes effective at the time the resignation is received by the Corporation or at the time specified in the resignation, whatever is later. 

The Members may, by ordinary resolution at a special Members’ meeting, remove from office any Director or Directors, except any ex-officio Directors, and may elect a qualified individual to fill the resulting vacancy for the remainder of the term of the Director(s) so removed. 

Where there is a Board vacancy, the remaining Directors may exercise all the Board powers so long as a quorum remains in office.

Executive Committee

The Board may appoint from their number a managing director or a committee of Directors (which may be referred to as an executive committee) and delegate to the managing director or committee any of the powers of the Board except those which may not be delegated by the Board in accordance with subsection 36(2) of the Act as follows:

  1. to submit to the Members any question or matter requiring the Members’ approval;
  2. to fill a vacancy among the Directors or in the position of auditor or of a person appointed to conduct a review engagement of the Corporation;
  3. to appoint additional Directors;
  4. to issue debt obligations except as authorized by the Directors;
  5. to approve any annual financial statements;
  6. to adopt, amend or repeal By-laws; or
  7. to establish contributions to be made, or dues to be paid, by Members.

Unless otherwise determined by the Board, such a committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair, and to otherwise regulate its procedures.

Other Committees

The Board may from time to time appoint any committee or other advisory body as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee member may be removed by resolution of the Board. The Board may fix any remuneration for committee members who are not also Directors.