SUMMARY OF PROPOSED CHANGES TO THE BOARD’S …€¦ · Article 4.15 Conduct at Meetings (pg. 30) o Current By-Law: “No person shall, at any Meeting, refer to any other person,

PUBLIC

SUMMARY OF PROPOSED CHANGES TO

THE BOARD’S OPERATING BY-LAW 175

“Your word is a lamp for my feet, a light on my path.”

Psalm 119:105 (NIV)

Created, Draft First Tabling Review

N/A March 17, 2014 Click here to enter a date.

Paul Mathews, Legal Counsel

INFORMATION REPORT

Vision:

At Toronto Catholic we transform the world

through witness, faith, innovation and action.

Mission:

The Toronto Catholic District School Board is an

inclusive learning community rooted in the love of

Christ. We educate students to grow in grace and

knowledge and to lead lives of faith, hope and

charity

G. Poole

Associate Director of Academic Affairs

A. Sangiorgio

Associate Director of Planning and Facilities

S. Pessione

Associate Director of Business Services,

Chief Financial Officer and Treasurer

Angela Gauthier

Director of Education

REPORT TO SPECIAL BOARD

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A. EXECUTIVE SUMMARY

Attached hereto as Appendix “A” is a memo to Trustees outlining the changes to the

Board’s operating By-Law Number 175 (the “By-Laws”) as proposed to the Board of

Trustees by the Ad-Hoc By-Law Committee of the Board (the “Committee”) (the

“Memo”).

B. PURPOSE

1. This Memo will provide a high-level summary and will highlight only the proposed

changes that substantively or materially change an existing provision in the By-Laws.

2. The Committee proposed many changes for the sole purpose of simplifying the language

in the By-Laws. Those linguistic changes will not be highlighted where there is no

significant change in meaning.

C. BACKGROUND

1. The proposed changes to the By-Laws are the culmination of two years of review work

by the Ad-Hoc By-Law Committee, in consultation with internal and external legal

counsel.

D. CONCLUDING STATEMENT

This report is for the consideration of the Board.

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APPENDIX “A”

March 14, 2014

MEMO

To: All Trustees

Cc: Angela Gauthier, Director of Education

Associate Directors

From: Paul Matthews, Legal Counsel

Re: Summary of Proposed Changes to the Board’s Operating By-Law 175

The purpose of this memo is to outline the changes to the Board’s operating By-Law Number

175 as proposed to the Board of Trustees by the Ad Hoc By-Law Committee of the Board (the

“Committee”).

This memo will highlight only the proposed changes that substantively or materially change an

existing provision in the By-Laws. The Committee proposed many changes for the sole purpose

of simplifying the language in the By-Laws. Those linguistic changes will not be highlighted

where there is no significant change in meaning.

ARTICLE 1 : INTERPRETATION

No substantive change proposed.

ARTICLE 2 : DUTIES OF THE BOARD OF TRUSTEES AND OFFICERS

No substantive change proposed.

ARTICLE 3 : INAUGURAL MEETING

Article 3.2 Orientation

o Changed to reflect that an orientation program for Trustees will be provided prior

to the Inaugural Meeting, rather than after the Inaugural Meeting.

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ARTICLE 4 : MEETINGS

Outlines special meetings of the Board of Trustees and prescribes who can call a Special

Board Meeting.

Article 4.3.3 (pg 26)

o Current By-Law: a Special Board Meeting could be held at the written request

of 6 Trustees on a date fixed by the Director within 7 days of receipt of the

request.

o Proposed By-Law: a Special Board Meeting will be called at the written request

to the Director from 5 Trustees on Urgent Matters to be held on a date that is

within 7 days of receipt of the request.

Now only 5 Trustees need to make the request

Timing is now within 7 days of receipt

Date is not fixed by the Director

Article 4.5 (pg 27)

o Deals with notice of other than required regular monthly meetings.

o Article 4.5.2

Current By-Law: the Notice shall state “all business to be transacted or

considered thereat, and not withstanding any other by-law, no other business shall

be considered unless all Trustees who are eligible to vote on the matter are present

at the Meeting and unanimously agree thereto.”

o Proposed By-Law: Simplified to say that the Notice shall state “all business to

be considered”.

Change is significant – the ability of the Board to consider other matters

that were not described in the Notice in the meeting has been removed.

Article 4.12 Lack of Quorum (pg. 30)

o Current By-Law: provides that if quorum is not present within 20 minutes from

the start of the meeting, the meeting will stand adjourned.

o Proposed By-Law: provides that the Board of Trustees present at the meeting

can extend the time for obtaining quorum for an additional 20 minutes.

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To be clear, the proposed change means that after 20 minutes has expired

from the scheduled start of the meeting, and there is no quorum, those

Trustees in the room who are present, or participating electronically, can

agree to extend for an additional 20 minutes.

The result of this proposed change is that at a meeting scheduled to start at

7:00 pm, the meeting can be adjourned at 7:40 pm for lack of quorum.

Article 4.14 Meetings Open to the Public (Public Session) (pg. 30)

o Proposed By-Law: There is a significant proposed change here: the last

sentence reads “The Public agenda shall list the items on the Private agenda”.

This proposal seeks to provide as much transparency as possible about the

items discussed on the Private agenda.

The description on the Public agenda would be as descriptive as is

permitted by law and policy.

Article 4.15 Conduct at Meetings (pg. 30)

o Current By-Law: “No person shall, at any Meeting, refer to any other person,

by name, title, position or other means of personal identification, in a negative,

critical or derogatory manner.”

o Proposed By-Law: deletes the words “negative, critical” from the provision.

The result of the change is that it would not be expressly forbidden for

someone at a meeting to speak in a negative or critical manner.

Article 4.17 Recess of Meeting by the Chair of the Board of Trustees (pg. 32)

o Proposed By-Law: that no Meeting shall continue in session for more than 3

hours without a recess.

This is a new provision; no comparable provision in existing By-Laws.

Article 4.18 Maximum Length of Meeting (pg. 32)

o Current By-Law: “No Meeting shall continue in session for more than three

hours provided that in the case of a regular Meeting of the Board of Trustees, the

beginning of the Meeting for the purposes of this article shall be the beginning of

the public session of the Meeting.”

o Proposed By-Law: “No Meeting shall continue in session for more than four

hours.”

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The effect of this proposed change is that the maximum length of meetings

is extended from three hours, to four hours, all of which is subject to

Article 4.19 Extension of Length (described below).

Article 4.19 Extension of Length (pg. 32)

o No change. It may be helpful, however, to outline the impact of the extension of

length of meeting.

o Current By-Law:

“…upon the consent of a majority of members eligible to vote who are

present, a meeting may be extended without limit beyond the maximum

length otherwise provided to complete an item currently on the floor or to

deal with a matter on the agenda deemed to be urgent.”

“…upon the unanimous consent of all members eligible to vote who are

present, a meeting may be extended without limit to deal with any item on

the agenda.”

The result of the application of Articles 4.18 and 4.19 in combination is

that meetings may be continue for an unlimited period of time where

there is unanimous consent of all members eligible to vote who are

present at the meeting.

Article 4.20 Agenda Review (pg. 33)

o Changes the time at which the Agenda Review will take place.

Current By-Law: Every Meeting shall at 9:00 p.m., or as soon thereafter

as practical, review the outstanding items remaining on the Meeting

agenda to determine urgent business requiring action in the current

monthly cycle.

Proposed By-Law: changes time of agenda review to 9:30 p.m.

Article 4.20.2 and 4.20.3

o Current By-Law: At a Meeting of a Committee, the Committee will determine,

without debate, which outstanding items should be deferred, or referred to the

next Regular Board of Trustees Meeting, or dealt with that evening;

At a Meeting of the Board of Trustees, the Board of Trustees will determine

which outstanding items should be deferred or dealt with that evening.

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o Proposed By-Law: At a Committee or Board meeting, outstanding items may be

referred or deferred to Board, to any Committee, or to staff for a report.

The impact of this proposed change is that a Committee may now refer

items to any other Committee of the Board; whereas previously the

Committee could only refer matters to the next regular meeting of the

Board of Trustees.

ARTICLE 5: COMMITTEES

Article 5.3 Composition of Standing Committees (pg. 36)

o Current By-Law: “Membership of Standing Committees shall include all

members of the Board of Trustees. To the extent possible the Board of Trustees

shall ensure equitable distribution of Trustees on Committees and each Trustee

shall sit on a maximum of three Committees. Committee membership shall

include TCDSB staff as determined by the Director and other appropriate

individuals as determined by the Board of Trustees from time to time.

o Proposed By-Law: “Membership of Standing Committees shall be all members

of the Board of Trustees.”

Article 5.5 Establishment of Ad-Hoc Committees (pg. 37)

o Current By-Law: Ad Hoc Committees’ “terms of reference shall not include

dealing with day-to-day management of the TCDSB.”

o Proposed By-Law: The above sentence to be removed from the provision.

Article 5.6 Composition of Ad-Hoc Committees (pg 37)

o Current By-Law: “Membership of Ad Hoc Committees shall be a fixed number

of Trustees, being no more than one-third of the Board of Trustees. To the

extent possible the Board of Trustees shall ensure equitable distribution of

Trustees on Committees and each Trustee shall sit on a maximum of three

Committees. Committee membership shall include TCDSB staff as determined by

the Director and other appropriate individuals as determined by the Board of

Trustees from time to time.”

o Proposed By-Law: number of Trustees will not be less than 3

The impact of the proposed change is that under the current By-Law, there

was no minimum number of Trustees on an ad-hoc committee. It is

proposed that there will be at least 3 Trustees on an ad-hoc committee.

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New Article 5.21 Terms of Reference of the Corporate Services and Strategic Planning

Committee (pg. 43);

New Article 5.22 Terms of Reference of the Student Achievement and Well Being,

Catholic Education and Human Resources Committee; and

New Article 5.23 Terms of Reference of the Governance Framework Committee

o New provisions; no previous provision included the Terms of Reference for these

Committees

Proposed By-Law: the terms of reference for those 3 Committees are

now included in the Board’s Operating By-Laws

New Article 5.24 Terms of Reference of the Committee of the Whole Board (pg 49)

o New provisions; no previous provision in current By-Laws

o Proposed By-Law: Provides that the Board may from time to time and at any

time, resolve into the Committee of the Whole Board to consider any matter.

ARTICLE 7: FINANCE

Article 7.3 When Debt Incurred(pg 52)

o Current By-Law:

Whenever it shall be necessary to borrow funds in order to finance any

expenditure:

7.3.1 the Board of Trustees shall have previously considered a report from the

Treasurer as to the then total annual debt charges for principal and interest and

sinking fund charges in respect of all outstanding borrowings of the TCDSB, set

out for each year to and including the last year in which debt is projected to be

outstanding;

7.3.2 the affirmative vote of a majority of all Trustees entitled to vote shall be

required; and

7.3.3 the vote on the By-law or resolution shall be conducted by means of a

Recorded Vote as described in Article 13.6.4.; and

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Article 7.4 Maximum Debt Charges (pg 53)

o Current By-Law:

7.4 Maximum Debt Charges

No by-law shall be adopted by the Board of Trustees which shall have the effect

of increasing the total annual debt charges for principal and interest and for

sinking fund charges to an amount exceeding the lesser of:

7.4.1 ten percent (10%) of the annual current revenue of the TCDSB;

7.4.2 the amount that the Ontario Municipal Board, in accordance with its

current practice, would approve upon the application of the TCDSB for the

approval thereof, irrespective of whether the TCDSB does so apply.

o Proposed By-Law: delete Articles 7.3 and 7.4

o Associate Director Finance has reviewed the proposed change, and recommends

Articles7.3 and 7.4 be included and amended as follows:

Proposed By-Laws:

Article 7.3 Bank Line Of Credit and Borrowing

The Board of Trustees are required to pass a borrowing bylaw for each

fiscal year of the Board. The bylaw may be in effect for more than one

year but must not exceed the term of the Trustees.

1. TCDSB may borrow funds from time to time to meet current

expenditures until current revenues have been received in accordance

with Ontario Regulation 41/10 of the Education Act.

2. Debentures for capital project financing will be issued at the first

opportunity by the Ontario Financing Authority in accordance with

Ontario Regulation 41/10 of the Education Act and the proceeds of the

issue will be used to offset any short term borrowing required for the

project debentured.

Article 7.4 Short Term Investing

The TCDSB shall minimize investment risk and determine the limit of

its investments in any one eligible investment by diversifying its

portfolio.

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1. Funds not required for the day to day operation of the Board will be

invested in accordance with section 241, Ontario Regulation 41/10

of the Education Act where the best rates are obtained using an

eligible investment as defined in Part IV of the act. The Board may

make investments in Schedule I and Schedule II banks on its own

and will use an experienced investment broker for all other

investments eligible under the act.

Article 7.5 Emergency Expenditures (pg 53)

o Current By-Law: “Notwithstanding Article 7.1, in the event of emergencies

which require the immediate expenditure of funds for the continued operation of

any part of the school system, the Director of Education may authorize the

expenditure;

7.5.1 Provided however that such expenditure shall be reported at the next

regular Meeting of the Board of Trustees.”

o Proposed By-Law: delete Article 7.5

o Associate Director Finance has reviewed the proposed change, and recommends

Article 7.5 be reinstated in the proposed By-Laws.

Article 7.6 Bonding (pg 53)

o Proposed By-Law: delete Article 7.6

o Note: the current By-Law should be retained, as it is required under the

Education Act.

ARTICLE 9: PRESIDING OFFICER

Article 9.1 Presiding Office at Inaugural Meeting (pg 55)

o Current By-Law: “Notwithstanding anything set out in this Article 9, the

Presiding Officer at the Inaugural Meeting shall be determined in accordance with

what is set out in Article 3.”

o Proposed By-Law: the proposal is that this Article be deleted

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ARTICLE 10: AGENDA AND ORDER PAPER

Article 10.1 Delivery of Draft Meeting Agenda to Trustees (pg 57)

o Current By-Law: draft Agenda shall be delivered 72 hours in advance of the

Meeting

o Proposed By-Law: draft Agenda and related materials shall be delivered 5 days

in advance of the Meeting; in exception circumstances, where that deadline can’t

be met, delivery shall be 72 hours in advance.

Article 10.1.1

o Proposed By-Law: New provision: staff will notify Trustees about a local

matter.

Current By-Law:

Article 10.3 Items on Order Paper of a Meeting of a Board of Trustees; and

Article 10.8 Order Paper for Regular Meetings of the Board if Trustees

o Proposed By-Law: that Articles 10.3 and 10.8 be combined into New

Article 10.4

Current By-Law:

Article 10.5 Placing Matter on Agenda of a Committee; and

Article 10.10 Order Paper for Special Meetings of the Board of Trustees and Committees

o Proposed By-Law: that Articles 10.5 and 10.10 be combined into New

Article 10.5

o Committee proposes that delegations will no longer be heard at Regular or

Special Board Meetings.

New Article 10.4.9 Public Disclosure of Private Session (pg 58)

o Proposed By-Law: This Article proposes that to the extent advisable, private

matters will be disclosed on the order paper of Committee Meetings of Board of

Trustees.

Old Article 10.7 Member of a Committee Placing Matter on Agenda of Meeting (pg. 62)

o Current By-Law:

A “Trustee Matter” is a way for a Trustee to place a matter before a

Standing Committee so that motions could be made with respect to a

matter.

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The same mechanism for having the Board of Trustees consider a matter is

called a “Notice of Motion”.

In effect, there was no difference between a Trustee Matter at a

Committee, and Notice of Motion at the Board of Trustees, other than

having different names.

o Proposed By-Law: delete Article 10.7, add new Article 10.6

For purposes of clarifying this difference in name, it is proposed that the

name “Trustee Matter” be dropped, and where a Trustee proposes that a

Standing Committee consider a matter, that matter is now called “Notice

of Motion.”

The effect of this change is that matters submitted to both Standing

Committees and the Board of Trustees will be called the same thing,

i.e. “Notice of Motion”.

ARTICLE 11: MOTIONS

Old Article 11.3 Subsidiary Motions re: Notice of Motion (pg 70)

o Current By-Law: “Except in the case of a Notice of Motion intended to be an

Amendment to the By-laws as contemplated in Article 16, an amending motion,

or motion to defer consideration to a subsequent Meeting, or a motion to lay on

the table, may not be applied to a motion in respect of which Notice of Motion

has been previously given, except with the consent of the Trustee who gave such

Notice of Motion.”

o Proposed By-Law: it is proposed that Article 11.3 be deleted.

Old Article 11.5 Motions to Call the Question (pg 71)

o Current By-Law: “An equal number of speakers, where available, shall be

permitted to speak on two or more points of view on a motion before the question

is called.”

o Proposed By-Law: “Where all members wishing to speak have spoken at least

once, a member may move to call the question.”

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ARTICLE 12: PROTOCOL FOR DEBATE

Old Article 12.3 Conduct of Member in Debate (pg 72)

o Old Article 12.3.2

Current By-Law: a Member shall at all times during debate avoid

personalities

o Old Article 12.3.4

Current By-Law: a Member shall at all times during debate avoid

allusion to motives of other Members

o Proposed By-Law: it is proposed that Articles 12.3.2 and 12.3.4 be deleted.

Old Article 12.5 Time Limit on Speakers (pg 72)

o Current By-Law: No member shall speak more than once or longer than five (5)

minutes on the same motion without the leave of the Meeting, and that the mover

of the motion was provided an additional three (3) minutes to reply.

o Proposed By-Law: it is proposed that those time limits be amended, so that no

member shall speak longer than three (3) minutes on the same motion, without the

majority voting for an extension.

Old Article 12.6 Time Limit on Debate (pg 73)

o Current By-Law: No main motion, including subsidiary motions, could be

debated longer than 30 minutes, subject to one extension of 15 minutes.

However, there is no limit on the number of successive motions to extend

the number of 15-minute extensions.

o Proposed By-Law: it is proposed that the same 30 minute timeframe for debate

of a matter be retained, but that the debate could be extended for two 15-minute

periods (total of 30 minutes of extended time).

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ARTICLE 13: VOTING

Article 13.2 Voting (pg 76)

o Current By-Law:

“Every Member present, including the Chair, but excluding those that have

declared an interest as required by the Municipal Conflict of Interest Act, shall

vote on all questions on which the Member is entitled to vote. Those who have

declared an interest shall remove themselves from the area in which the vote is

being taken. Where the meeting is not open to the public, the Member shall leave

the meeting room. Where the meeting is open to the public, the Member may

leave the meeting room or may sit in the public gallery (but shall leave the area in

which the vote is being taken.)”

o Proposed By-Law:

“Every member present at the meeting, seated at the Board table, and participating

through electronic means, who have not declared an interest under the Municipal

Conflict of Interest Act shall vote when the vote is taken.

Article 13.3 Member Must Be Present (pg 76)

o Current By-Law: “Only Members present at the Meeting when a vote is taken

shall have the right to vote.”

o Proposed By-Law: “Only Members present at the Meeting, seated at the Board

table or participating by electronic means when a vote is taken shall have the right

to vote.”

Article 13.6 Methods of Voting (pg 77)

o Current By-Law:

Subject to Article 13.7, every matter considered by the Board of Trustees or a

Committee shall be disposed of by a vote of all Members, in one of the following

ways (preference being given in the following sequence):

13.6.1 by general (or unanimous) consent, in which the Chair, exercising

discretion, states that the motion will be adopted in the absence of objection;

13.6.2 by show of hands, in which each Member raises the Member's own hand

in response to the requests of the Chair for the votes, in the affirmative and in the

negative, as the case may be, until the votes are counted;

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13.6.3 by rising, in which each Member stands in response to the requests of the

Chair for the votes, in the affirmative and in the negative, as the case may be,

until the votes are counted;

13.6.4 by recorded vote, in which each Member stands in place in response to the

requests of the Chair for the votes in the affirmative and in the negative, as the

case may be, until the Chair has called the name of each Member as voting,

respectively, in the affirmative, or in the negative, or, in the case of selection from

three or more alternatives, as voting in succession for one of the alternatives;

13.6.5 by ballot, in which each Member shall mark on a paper provided by the

Secretary, the Member's choice from among the available alternatives, the papers

being collected and counted immediately thereafter;

13.6.6 by machine, in which each Member shall indicate the Member's choice

from among the available alternatives, in accordance with the operating

instructions for the machine.

o Proposed By-Law: is an attempt to simplify the language of the existing By-

Law, but does not substantially change the By-Law.

Under the Current By-Law, a recorded vote could be requested by not less

than 3 Trustees. The primary substantive difference is that in the

Proposed By-Law, the new rule states that a recorded vote will be the

method of voting if unanimous consent has not been obtained.

Article 13.7 Method to Be Used (pg 78)

o Current By-Law:

Although the method requested by any Member should be used to the extent

practicable, the particular method of voting to be used to dispose of any matter

shall be governed by the following rules:

13.7.1 determination by general (or unanimous) consent shall be used only when

no Member objects or requests another method;

13.7.2 notwithstanding that a show of hands vote has been called for and has

been taken, on the request of any Member (including the Chair), a rising vote

shall be taken whenever there is any doubt as to the accuracy of the count on the

show of hands;

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13.7.3 a recorded vote may only be used at a Meeting of the Board of Trustees or

Meetings of Committees upon the request of not less than three Members entitled

to vote on the matter, provided that the request is made before the vote is called;

13.7.4 subject to the proviso contained in Article 3.12.3, voting by ballot shall be

used for, and only for, the purposes of the elections as provided in Article 3;

13.7.5 voting by machine shall be used only when machines are available for the

purpose.

o Proposed By-Law: it is proposed that Article 13.7 be deleted as this provision is

now included in Article 13.6.

However, there is no provision in the Proposed By-Laws to determine the

method to be used.

Article 13.8 Use of Voting Machines (pg 79)

o Proposed By-Law: it is proposed that Article 13.8 be deleted.

There is no provision in the Proposed By-Laws to determine the method to

be used.

ARTICLE 14: EXECUTION OF DOCUMENTS

Article 14.4 Signing Authorities (pg 81)

o Current By-Law: “All deeds, conveyances, mortgages, bonds, debentures,

approved by the Board of Trustees shall be sealed with the seal of the Board of

Trustees and signed by the Director and any one of the associate Directors.”

o Proposed By-Law: “All deeds, conveyances, mortgages, bonds, debentures,

approved by the Board of Trustees shall be sealed with the Corporate seal of the

Toronto Catholic District School Board and signed by the Director or any one of

the associate Directors or the Chair or Vice-Chair of the Board of Trustees.”

I believe the Committee intended that the 3rd

line read: “any one of the

associate Directors and the Chair or Vice-Chair of the Board of Trustees”.

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ARTICLE 15: BANKING

Article 15.1 Bank Signing Officers (pg 82)

o Current By-Law:

The signatures of two of:

15.1.1 the Chair of the Board of Trustees;

15.1.2 the Vice-Chair of the Board of Trustees;

15.1.3 the Secretary;

15.1.4 the Treasurer;

(provided that one of the signatures must be one of Secretary or Treasurer)

o Proposed By-Law:

15.1 The signatures of two of:

15.1.1 the Chair of the Board of Trustees; or

15.1.2 the Vice-Chair of the Board of Trustees;

15.1.3 the Treasurer;

(provided that only one of the signatures shall be the Treasurer)

ARTICLE 18: WAIVING OF BY-LAWS

Article 18.1 Waiving of By-Laws (pg 85)

o Current By-Law: currently there is no provision in the By-Laws for waiving of

the By-Laws.

o Proposed By-Law:

“By-laws of the Board may be waived upon the affirmative vote of seventy five

per cent (75%) of all Trustees of the Board.

Any by-law of the Board waived by the Board of Trustees is only waived for the

duration of the meeting at which the waiver was approved.”

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