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 by Friday, February 2, 2024.

The affairs of the Corporation shall be managed by a board of directors who may be known and referred to as governors or directors. The board of directors shall consist of three (3) ex-officio directors, and seventeen (17) elected directors or such other number of directors as may be determined from time to time by special resolution.

Every director shall be eighteen (18) or more years of age and shall be a member of the Corporation, or shall become a member of the Corporation within ten (10) days after election or appointment as a director and no undischarged bankrupt shall be a director.

The board of directors shall be comprised of ex-officio directors and elected directors:

The following individuals shall be ex-officio directors:

i. an individual who is a member of the Directorate of the Havergal Old Girls Association;

ii. the Chair of the Havergal College Foundation; and

iii. an individual nominated by the board of directors who is a member of an order of clergy of the
Anglican Church of Canada.

At least three (3) of the directors must be former students of the Corporation. The Principal of the Corporation shall attend all meetings of the board of directors by invitation, but shall not be a director.

Subject to the provisions of this By-law, elected directors shall be elected by the members at the annual meeting. Subject to the provisions of this By-law, such directors’ term of office shall be from the date of the meeting at which they are elected until the third annual meeting next following or until their successors are elected. Subject to the provisions of this Bylaw, elected directors shall be eligible for re-election and ex-officio directors may, prior to or subsequent to serving in an ex-officio capacity, be elected, provided that no director may be elected for a term which will result in the director serving as a director for more than six (6) consecutive years except that

i. the individual who is, or has been (during such period) the Chair of the Havergal College Foundation may serve for eight (8) consecutive years,

ii. the individual who is, or has been (during such period) the Chairperson of the board may serve for nine (9) consecutive years and

iii. where all the members unanimously agree, an individual who does not meet the requirements of (i) or (ii) above, may be elected or appointed for a one (1) year term, and may be re-elected or re-appointed to further one (1) year terms at successive annual meetings.

Subject to the foregoing, the Chairperson of the board shall be elected for a two (2) year term, and shall be eligible for an additional one (1) year term in accordance with paragraph 26 of this By-Law.

The office of a director shall automatically be vacated:

a) if the director does not within ten (10) days after election or appointment as a director become a member, or ceases to be a member of the Corporation;

b) if the director becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an authorized assignment or is declared insolvent;

c) if the director is found to be a mentally incompetent person or becomes of unsound mind;

d) if the director by notice in writing to the Corporation resigns as a director, which resignation shall be
effective at the time it is received by the Secretary of the Corporation or at the time specified in the
notice, whichever is later;

e) if at a special meeting of members, a resolution is passed by at least two-thirds (2⁄3) of the votes cast by the members at the special meeting removing the elected director before the expiration of the elected director’s term of office;

f) if the director dies; or

g) if an ex-officio director loses the position or title which qualifies the individual as an ex-officio director.

A vacancy occurring in the board of directors shall be filled as follows, provided that the requirements of paragraph 7 are satisfied:

a) if the vacancy occurs as a result of the removal of any director by the members in accordance with paragraph 8(c) above, it may be filled upon the vote of a majority of the members and any director elected to fill a removed director’s place shall hold office for the remainder of the removed director’s term

b) any other vacancy in the board of directors may be filled for the remainder of the term by the directors then in office, if they shall see fit to do so, so long as there is a quorum of directors in office; provided that if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy, and, in default or if there are no directors then in office, the meeting may be called by any member;

c) otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year arc elected.

d) If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.

Subject to Section 70 of the Act and in the event that the number of directors on the board is greater than six (6), the directors may elect from among their number an executive committee consisting of not fewer than three (3) directors and may delegate to such executive committee any of the powers of the board of directors, subject to the restrictions, if any, contained in the By-laws or imposed from time to time by the board of directors.

Subject to the By-laws and any resolution of the board of directors, the executive committee may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit and may from time to time adopt, amend or repeal rules or procedures in this regard, provided, however, that if the executive committee is authorized to fix its quorum, such quorum shall not be less than a majority of its members.

Subject to the Act, except to the extent otherwise determined by the board of directors or, failing such determination, as determined by the executive committee, the provisions of paragraphs 13, 14 and 18 hereof shall apply, with necessary modifications to the executive committee.

Any executive committee member may be removed by resolution of the board of directors.

Executive committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.

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

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 a director may be reimbursed for reasonable expenses incurred by the director in the performance of the director’s duties.

The board of directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract with the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its Letters Patent or otherwise authorized to exercise and do. Expenditures. The board of directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate, by resolution to an officer or officers of the Corporation, the right to employ and pay salaries to employees. The board of directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation.

The board of directors of the Corporation may from time to time:

a) borrow money on the credit of the Corporation;

b) issue, sell or pledge debt obligations (including bonds, debentures, debenture stock, notes or other like liabilities whether secured or unsecured) of the Corporation;

c) charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt obligations or any money borrowed, or other debt or liability of the Corporation; and

d) delegate the powers conferred on the board of directors under this paragraph to such officer or officers of the Corporation and to such extent and in such manner as the directors shall determine.

The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its directors or officers independently of this By-law.

The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.

Remuneration of Agents and Employees. The remuneration of agents, employees and committee members shall, subject to the other provisions of this By-law, be fixed by the board of directors by resolution.