Dear Members of the St. Margaret’s School Society:

The St. Margaret’s School Board of Governors is recommending changes to the Society Bylaws. These changes will be put before the Society for approval by way of Special Resolution at the Annual General Meeting held on October 23, 2012.

The St. Margaret’s School Society Bylaws 2000 (the “Bylaws”) require amendment to address inconsistencies, omissions and best practices in the areas of Society membership status, meeting notification dates, Governors’ terms of office, size of the Board, elections to the Board, rules concerning the Officers and management of Society records.

Bylaws establish the governance framework for a non-profit society and delineate the parameters of the society’s decision making authority, as well as the authority of any entity that is managed by the society (such as St. Margaret’s School). As such, they should be accurate, comprehensive, and in line with best practices for the non-profit sector.

The St. Margaret’s School Society Bylaws have been amended several times since their inception, most recently in 2010. As currently written, the Bylaws do not provide a framework for effective governance of the Society. They are neither comprehensive nor authoritative, and are oft times silent on important issues such as what should happen in the event the Chair steps aside. In other cases, they are structured so rigidly as to prevent effective governance practices from being introduced. They also include contradictions on issues such as the nomination process for Board candidates.

Over the past year, the Bylaws were reviewed by the Board’s Governance Committee. The Committee has made recommendations for change (which were subsequently approved by the Board). The changes include the following:

• Part 2 - Membership has been revised to eliminate inconsistencies and codify the setting of membership fees.
• Part 3 - Meetings has been revised to align notification periods and eliminate impossible scenarios.
• Part 4 - Proceedings at General Meetings has been amended for clarity and to add procedural rules for General Meetings.
• Part 5 - The Board of Governors has been amended to reduce the size of the Board, to clarify the nomination process, to codify the electoral process and create term limits for Governors, to clarify the process for removing a Governor, and to allow for the temporary filling of a Board position.
• Part 6 - Powers and Duties of the Board has been revised to clarify the powers of the Board, to add procedural rules to Board meetings and to eliminate rigidity and anachronistic bylaws.
• Part 7 - Officers of the Board has been amended to eliminate omissions and clarify rules around the election and removal of the Officers. The Chair’s term of office has been increased to 2 years to reflect best practices.
• Part 8 - Honorary Advisory Governors has been revised for clarity and consistency.
• Part 15 has been added to reflect best practices and Society Act requirements.

To see a copy of the current Bylaws (with proposed amendments shown) click here.
To see a copy of the the propsed Bylaws (with proposed amendments incorporated) click here.

A Special Resolution will be put forward at the Annual General Meeting asking for approval of the proposed amendments. In the interim, if you have any questions about the amendments or require further information, please feel free to contact the Board’s Governance Committee by sending an email to Laurie Westmacott, Executive Assistant to the Head of School. A member of the Governance Committee will respond to your question as quickly as possible.

Thank you,

Jeremy Mannall-Fretwell
Chair, St. Margaret’s School Board of Governors