Chapter 7: Board and Committee Meetings
(Unless otherwise noted, legislative references indicate the Education Act.)
One of the primary ways that school boards meet public expectations of transparency and accountability is to make policy decisions at open, public meetings. The Education Act sets out the structural framework for conducting these meetings. Within this framework,boards have flexibility to create their own policies and procedures that ensure orderly, productive meetings. Although specific practices may vary, most school boards follow accepted rules of parliamentary procedure for their public decision-making processes. The most commonly used procedures are the most recent edition of Robert’s Rules of Order or Bourinot’s Rules of Order. Any variation from parliamentary procedure that might be required to better suit a school board can be incorporated in a school board’s procedural rules through the creation of a by-law.
The trustees' term of office begins on December 1 in the year of a regular election. The Act requires a board to hold its first meeting within seven days following the start of the term of office [s. 208(2)]. The meeting is held when and where the board determines, or if such a determination is not made, it will be held at the board’s head office on the first Wednesday after the start of the term of office [s. 208(2)]. The Education Act also provides for a majorityof the members of the newly elected board to petition, through their supervisory officer, for an alternate date for the first meeting [s. 208(3)].
Organization of the Board
Organizational meetings must be held in December of each year; at the inaugural meeting, and at subsequent organizational meetings of the board, the board must elect a chair [s. 208(4), (5)]. The board may also elect a vice-chair, organize itself into a committee structure, and adopt a meeting schedule of regular board and committee meetings for the following 12-month period.If a committee structure is adopted, the board usually at this time also appoints members to those committees. The committees usually elect their chairs at their first meeting of the new term.
Regular and Special Meetings
Most boards adopt a regular meeting schedule. The chair, or the secretary of the board if a majority of the board members make a written request, may also call special meetings. Special meetings are usually called for the board to consider time-sensitive matters or weighty matters that require a separate meeting [s. 208(13)].
Attending Board Meetings
Trustees are expected to attend all regular meetings of the board, either physically or through electronic means. Trustees are also expected to attend all meetings of any committee of which they are a member. A trustee may not be absent from three consecutive regular meetings of the board without the permission of the board [s. 228(1)]. (See Chapter 4, The Role of Trustees.)
A meeting of the board cannot be convened until a quorum is present. A quorum is “a majority of all the members constituting a board” [s. 208(11)]. Student trustees are not included in the number required to constitute a quorum.
The Municipal Conflict of Interest Act [s. 7(1)] provides a remedy for a potential lack of quorum by providing that a meeting may continue without the members who have declared conflicts of interest as long as there are at least two members remaining. The Act provides a legal process that may be undertaken if there should be less than two members remaining.
Board Treasurer and Board Secretary
The Education Act requires each board to appoint a treasurer. If the board has no more than five members, the treasurer may be a board member [s. 170(1)]. The treasurer is required to receive and account for all money of the board and produce, when required by the board or auditors or other competent authority, papers and money in his or her possession, power or control that belong to the board.
The Education Act provides that the director of education shall act as the secretary of the board [s. 283.1(1)©]; however, if the board has no more than five members it may appoint one of its members to act as secretary.
Normally, the director of education is appointed as treasurer and secretary of the board and therefore ensures that qualified staff are employed to carry out the duties of treasurer and secretary.
Board staff may satisfy the requirement for giving trustees proper notice of a meeting [s. 198(1)©] and provide the order of business for that meeting by distributing one document, commonly referred to as the agenda. The document should indicate that it serves as both official notice of meeting and agenda (or order of business) for the meeting. Agendas for meetings that are open to the public are usually posted on the board’s website.
The minutes are the official record of the board. They include:
- when and where the meeting took place;
- who was present;
- all matters considered at the meeting;
- all decisions made including the steps taken to reach those decisions; this establishes that the appropriate rules of order were followed.
The votes of individual members are not in the minutes unless a recorded vote has been requested. The final vote on any matter debated in a closed session is also conducted in public; however, the wording and substance of the matter may not be disclosed.
The secretary of the board is responsible for keeping a full and accurate record of the proceedings of every meeting of the board and for ensuring that the minutes, when confirmed, are signed by the chair of the meeting.
The minutes are a public document and anyone may inspect the minutes,the audited annual financial report and the current accounts of the board at the head office of the board[s. 207(4)]. Under the Education Act, the Minister of Education may have access at all times to all records of a board, including the minutes and all records relating to the financial transactions of the board [s. 257.(44)]. Any report or background information considered by the board at the meeting should be available with the minutes.
Some boards find it helpful and a matter of good public relations to produce a summary of board decisions soon after the meeting to distribute to trustees, board staff and post on the board’s public website.
Chair and Vice-Chair
The board chair and vice-chair (if a board chooses) are appointed for one-year terms (see Inaugural Meeting and Organization of the board, above). The Act does not indicate the number of years or terms that the same person may continue as chair. Individual boards may have rules of procedure or a policy or bylaw regarding the number of years or terms that a chair or vice-chair may serve.
School boards may choose to have elections for the position of chair and vice-chair by secret ballot or by recorded voting (public). However, the Act states that the winner of a tie vote shall be decided by the drawing of lots.
The chair of a meeting must be physically present in the meeting room and may not participate in meetings by electronic means.
The Education Act sets out the following responsibilities of the chair:
- preside over meetings of the board
- conduct the meetings in accordance with the board’s procedures and practices for the conduct of board meetings
- establish agendas for board meetings, in consultation with the board’s director of education or the supervisory officer acting as the board’s director of education
- ensure that members of the board have the information needed for informed discussion of the agenda items
- act as spokesperson to the public on behalf of the board, unless otherwise determined by the board
- convey the decisions of the board to the board’s director of education or the supervisory officer acting as the board’s director of education
- provide leadership to the board in maintaining the board’s focus on the multi-year strategic plan
- provide leadership to the board in maintaining the board’s focus on the board’s mission and vision
- assume such other responsibilities as may be specified by the board
The chair may vote on all matters.
As the legislated role description suggests, the position of chair of the board involves responsibilities that extend beyond presiding over board meetings. The chair acts as the main spokesperson for the board, a role that involves interaction with the community and the media. The board may also determine that their spokesperson on specific issues be another member of the board or other person approved by the board.
The leadership role of the chair is conferred through an election by his/her fellow trustees and the chair must adhere to the board’s directions and may not act unilaterally. The chair of the board is also an individual trustee and, acting as an individual trustee, has no greater rights or powers than any other member of the board.
In most boards, the chair, in consultation with the director of education, sets the agenda for meetings and a process is established whereby individual trustees can request that a matter be considered for inclusion on an agenda. The chair works closely with the director of education to ensure that the board’s wishes are understood, and works with the board to present and clarify any concerns of the administration.
The chair may call special meetings of the board [s. 208(13)] and, as the presiding officer, may, at his or her discretion, have people removed from meetings for improper conduct [s. 207(3)]. This includes trustees as well as members of the public.
Skills Recommended for the Role of Board Chair
To run productive meetings, a chair should:
- have a basic knowledge of the rules of parliamentary procedure and the board’s procedural by-laws;
- ensure that all relevant information has been provided;
- allow open debate;
- provide opportunities for and encourage all members to speak;
- manage conflict;
- ensure that issues are separated from individuals;
- lead the board as a team; and
- help the board reach its decisions.
At the same time, the chair must keep in mind that his or her vote is one among many and that the process of decision-making aims to capture the view of the corporate board rather than allowing any individual’s view to predominate.
Rules of Order
School board meetings are run according to parliamentary procedure. These rules of procedure are designed to allow trustees to introduce motions and proceed with debate, dissent, and decision making in an orderly way.
Knowledge of basic procedures and terminology will result in more efficient and productive meetings. Some boards conduct orientation sessions for new trustees that include the basic rules of parliamentary procedure. Others may have a staff member present at meetings who can answer procedural questions.
Public accountability is a cornerstone of Ontario’s education system. The Education Act states that all meetings of the board shall be open to the public [s. 207(1)]. Meetings of a committee, including a committee of the whole board, shall be open to the public unless the members are dealing with certain topics, such as those listed below in “In Camera Meetings”.
Participation by Electronic Means
Every board must develop and implement a policy providing for the use of electronic means for the holding of meetings of a board and meetings of a committee of a board, including a committee of the whole board [Ont.Reg. 463/97 (Electronic Meetings), s. 2(1)]
In Camera (Private) Meetings
The Education Act provides that a meeting of a committee of the board, including a committee of the whole board, may be closed to the public and the media when the matter to be discussed involves any of the following:
- the security of the property of the board
- the disclosure of intimate, personal, or financial information about a member of the board or one of its committees, an employee or prospective employee of the board, or a pupil or his or her parent or guardian
- the acquisition or disposal of a school site
- negotiations with employees of the board
- litigation affecting the board. [s. 207(2)]
A school board must make all its decisions in public at a regular or special meeting of the board.
The decisions of all committees, including a committee of the whole board, take the form of recommendations that are presented to the board for its final decision. A board may meet as a private or closed meeting of the committee of the whole board to consider private matters and then rise and report their recommendations to the board during the public meeting.
The director of education usually decides at that time what private matters may be made known to the public and what matters must remain private because of legal or administrative necessity.
This ensures that the public is provided with the opportunity to see that the public meeting has been properly constituted and that the vote has been properly conducted even if the exact nature of the private matter is not disclosed.
Student trustees may participate in in camera meetings with the exception of those dealing with matters relating to intimate, personal or financial information about a member of the board or of a committee of the board, an employee (or prospective employee) of the board, a student, or a student’s parent or guardian. Members of the public, the media, and any trustee who has declared a conflict of interest regarding the matter being discussed, must leave the board room during an in camera meeting. Discussions held at in camera meetings are confidential and any material distributed in in camera meetings is also confidential and must not be shared outside of the meeting.
Trustees must be aware of the confidentiality that applies to in camera sessions. As a member of the board, a trustee’s role is to respect the board’s decision-making process and not discuss any aspect of private matters, including the nature of the topic and anything that occurred during the in camera meeting. Even after the board has voted on a private matter, it may still remain completely undisclosed to the public, sometimes for a short period of time, and other times forever.
The Education Act permits boards to establish committees of board members to deal with the broad areas of “education, finance, personnel and property” [s. 171(1)]. Boards may also establish other committees and sub-committees that include non-trustees [s. 171(1)]. Committees that have members who are not trustees cannot deal with matters in the areas of education, finance, personnel, or property.
There are generally three kinds of committees:
- Standing or permanent committees generally deal with ongoing or recurring matters, such as those specified in the legislation, and are an integral part of the board structure. Only trustees are members of standing or permanent committees. A staff person is usually assigned as a resource person to provide expertise, fulfill administrative requirements, and provide necessary information.
- Ad hoc committees , like task forces or work groups, investigate a specific issue and report to the board within a stated time frame.
- Advisory committees , established on either a short- or long-term basis, provide input into policy development or other areas where the board would benefit from the experience and expertise of other participants. Non-trustee members might include teachers, students, parents, members of the community or local businesspeople and, in the case of Catholic boards, members of the clergy. Many boards now establish advisory committees as part of their commitment to public consultation.
Most boards have a structure for their committees that contributes to efficient and effective board meetings. Committees can ensure that the board has the necessary information to make decisions. They can do fact finding, involve members of the community, and hear delegations from the public without using limited board time.
Committee meetings generally follow the same parliamentary procedure adopted by the board, and follow the terms of reference set by the board. Committees should record the minutes of their meetings, and/or make a report to the board following every meeting. Committees may include recommendations for consideration by the board; however, the board, as a whole, makes the final decision.
Serving on committees has several advantages for board members. Committee work allows new trustees to become familiar with the conduct of board business at a less formal level and to learn more about a specific topic. Trustees also have opportunities in committees to provide input in areas in which they have special interest or expertise.
Committee of the Whole Board
With a majority vote, the board can decide to go into committee of the whole board, generally called “committee of the whole”. This allows matters to be discussed in a less formal setting. Some boards will hold committee of the whole meetings to deal with matters that fall outside the purview of other committees or to hear from representatives of other levels of government.
Student trustees are an important and valuable voice in representing the interests of the student body at meetings of the board. They are not members of the board and are not entitled to exercise a binding vote on any matter before the board [s. 55(2)]. However, they are entitled to request a recorded non-binding vote in order to have their opinion officially reflected in the board minutes. They also have the same opportunities for participation at meetings of the board and the same access to board resources and opportunities for professional development as members of the board.
(A comprehensive professional development module for trustees on “Running Effective Meetings” (Module 12) is available at http://www.ontarioschooltrustees.org.)