THE NEWFOUNDLAND AND LABRADOR
FEDERATION OF SCHOOL COUNCILS
(Incorporated July 5, 1994. Registration #33844-94)
Constitution
Approved 1999 04 24 and amended 2000 04 29; 2002 04 27: 2008-04-26
Article I Name
Article II Objectives
Article III Membership and Organization
Article IV Governing Body
Article V Elected Officers
Article VI Signing Officers
Article VII Vacancies and Resignations
Article VIII Annual Meeting
Article IX General Meeting
Article X Committees
Article XI Amendments to the Constitution
Article XII Dissolution
Appendix: Definitions
Article I Name
The name of this organization shall be "The Newfoundland and Labrador Federation of School Councils", hereinafter referred to as "The Federation".
Article II Objectives
The Federation is established for the following purposes and shall restrict itself to such activities as in its opinion, directly or indirectly, promote these objectives:
1. To provide a forum through which school councils, parent associations and other school based groups can communicate with each other in the pursuit of excellence in our schools.
2. To provide assistance on request to any Member Association to
a. represent the educational interests of the school; advise on the quality of teaching and learning in the school;
b. facilitate parent and community involvement in teaching and learning in the school;
c. advise its school board on matters of concern to the school and the community;
d. develop and promote a plan for improving teaching and learning in the school;
e. carry out any other duties of the Member Association that may be required or permitted by provincial legislation and regulations.
3. To continue as a provincial voice for parents and to advocate the importance of effective parental participation in school councils.
4. to foster cooperation between parents, teachers and community volunteers in teaching and learning in our schools both during and outside school hours.
5. to advise governments, school boards and other bodies on matters relating to the pursuit of excellence in our schools.
6. to liaise and cooperate with other like-minded organizations, both within the province and elsewhere, in the pursuit of common educational objectives.
7. to foster the development of policies, practices and activities that will enhance the quality of school programs, the learning environment and the level of student achievement in our schools, including
a. to monitor the care, protection and training of our children that the educational system provides;
b. to promote the concept that all responsible educators protect a child’s self-esteem and his/her eagerness and willingness to learn;
c. to develop strategies for parental and community volunteers to help children who need one on one tutoring and to assist teachers generally;
d. to advocate for the provision of a safe, friendly and clean environment to further facilitate learning in our children;
e. to foster an educational environment in our schools that will facilitate learning by students of all ages;
f. to foster high ideals of citizenship and to promote, through educational means, international good will and peace;
g. to encourage the development and implementation of programs that will facilitate the transition from school to work;
h. to encourage community use of school facilities and the identification of schools with the communities they serve.
Article III Membership and Organization
1.The Federation shall be composed of school councils and school-based parent organizations in the Province of Newfoundland and Labrador who adhere to the policies and objectives of the Federation, hereinafter referred to as "Member Associations".
2. On the approval of the Board of Directors, Member Associations may organize to form Area Associations. Each Area Association shall be governed by the Federation’s Constitution and By-laws.
3. Any school council in the Province of Newfoundland and Labrador may become a Member Association of the Federation upon application and subject to the approval of the Board of Directors. No more than one other parent group at each school may apply to become a separate Member Association.
4. An organization or individual who is not already a member by virtue of Section 3 of this Article may become an Associate Member of the Federation upon application and subject to the approval of the Board of Directors. Associate members shall have no voting privileges.
5. Life Membership in the Federation may be conferred at an Annual Meeting on any person for outstanding service in the Federation. Nominees for such membership must be endorsed by the Executive Committee of the Federation. A Life Membership does not confer voting privileges on a person who does not otherwise possess those voting privileges.
Article IV Governing Body
1. The Annual (or other General) Meeting shall be the supreme governing body of the Federation.
2. Final authority over the affairs of the Federation between Annual (or other General) Meetings shall be delegated to the Board of Directors, except where a resolution adopted by an Annual (or other General) Meeting directs otherwise. The Board of Directors must report to the next Annual (or other General) Meeting any actions taken under the provisions of this section.
3. Whenever the Board of Directors is unable to meet, the Executive Committee may assume the duties and powers of the Board of Directors. The Executive Committee must report to the next meeting of the Board of Directors and to the next Annual (or other General) Meeting any actions taken under the provisions of this section.
4. In emergencies, a majority of the elected Officers of the Federation (excluding vacancies) may make decisions in the name of the Federation, but any such decision is subject to review at the next meeting of any of the Executive Committee, Board of Directors and Annual (or other General) Meeting.
Article V Elected Officers
1. Only members of Member Associations in good standing within the Federation may be elected as Officers of the Federation.
1.1 Normally a candidate for President will have served in an Executive position for at least one year during the last five years.
2. The Elected Officers of the Federation shall be:
the President,
the First Vice President,
the Second Vice President, and
the Secretary.
3. Of those persons who indicate consent to serve as Immediate Past President, the one who most recently completed a term as President of the Federation shall be the Immediate Past President and shall be an Officer, ex-officio, of the Federation.
4. The duties of the elected officers shall be specified in the by-laws.
Article VI Signing Officers
1. The by-laws shall specify who shall be the signing officers of the Federation.
2. The corporate seal of The Federation shall be in the custody of a person appointed by the Board of Directors and shall be used only on authority of the Board of Directors.
Article VII Vacancies and Resignations
1. Resignations: Any officer may resign at any time, such resignation to be in writing and to take effect from the time of its receipt, unless some time be fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective.
2. If there is a vacancy in an office other than the President for any reason, the remaining elected officers shall appoint a person to fill the vacancy and the term of the officer so appointed shall end upon the election of the Officer at the next Annual General Meeting.
3. If there is a vacancy in the office of President, one of the Vice-Presidents shall be appointed by the remaining officers to fill the President’s position for the remainder of the term.
Article VIII Annual Meeting
1. At any Annual Meeting or General Meetings of the Federation:
a. Each Member Association shall have one vote.
b. Each Members of the Executive Committee shall have one vote.
c. Only those members whose fees have been paid in full shall be entitled to vote.
d. The current President shall be considered ineligible to cast a vote during the Executive election, except as the voting delegate of his/her School council.
2. a. If a Member Association wishes to appoint another voting delegate to act as its proxy at an Annual or other General Meeting, then that Member Association must inform the Executive Director in writing before that proxy vote can be exercised.
b. A proxy may use his/her best judgment in exercising a proxy vote, except where the Member Association has specified, in the letter of appointment, how the proxy vote on a particular question or in a particular election is to be exercised.
c. The current President shall be ineligible to cast a proxy vote on behalf of another member
3. No person may cast a total of more than five votes at any one counting of votes at any Annual or other General Meeting.
4. All members of Member Associations are entitled to attend annual and other general meetings of the Federation and to speak to any motion or address the Chair, but only those with voting privileges may present or second motions and vote.
5. At any Annual or other General Meetings of the Federation every motion, except where specified otherwise in this Constitution or in the By-laws, shall be decided by a majority of the votes of the official voting delegates present.
6. The by-laws shall provide procedures for the conduct of Annual and other General Meetings, including provisions for notice of the Meeting, location and time of the Meeting, business to be transacted at the Meeting, and rules of order.
Article IX General Meeting
1. The Board of Directors may by resolution convene a General Meeting of the Federation between Annual Meetings. Such a resolution shall include the time, location and preliminary agenda of the General Meeting.
2. The Board of Directors shall convene a General Meeting upon receipt of a petition from a majority of the Member Associations. The petition shall include the time, location and preliminary agenda of the General Meeting.
3. A duly convened General Meeting shall have the same power as an Annual Meeting, except that elections and appointments may occur only for those positions that are vacant.
Article X Committees
1. The Board of Directors shall consist of
the duly elected officers of the Federation,
the Immediate Past President,
the Treasurer (non-voting),
the standing committee chairpersons, and
representatives of official Area Associations, as specified in the by-laws.
2. There shall be an Executive Committee consisting of
the duly elected officers of the Federation,
the Immediate Past President and
the Treasurer (non-voting).
3. In addition to the standing committees defined in the by-laws, the Federation, at each Annual Meeting, shall establish such other committees for the ensuing year as it deems necessary to carry out the work of the Federation. A General Meeting may also appoint such committees as it deems necessary to carry out the work of the Federation.
4. The by-laws shall specify the duties and procedures of the Board of Directors, the Executive Committee and the Elected Officers.
Article XI Amendments to the Constitution
1. The Constitution may be amended by a two-thirds (2/3) majority vote at an Annual Meeting or a General Meeting of the Federation, provided that due notice of the proposed amendment has been mailed to Members Associations at least six (6) weeks prior to the meeting.
Article XII Dissolution
1. The Federation may be dissolved voluntarily only upon the adoption of a resolution to that effect by a three-fourths (3/4) majority vote at an Annual Meeting or a General Meeting of the Federation.
2. In the event of the dissolution or winding-up of the Federation, all its remaining assets, after payment of liabilities, shall be distributed to one or more registered charitable organizations in Newfoundland and Labrador.
Appendix Definitions
· A candidate in an election is elected by a "simple majority" if the number of votes for that candidate is greater than the number of votes for any other individual candidate, (even if the elected candidate receives less than half of the total number of votes cast).
· A candidate in an election is elected by an "absolute majority" if the number of votes for that candidate is greater than the total number of votes for all other candidates combined.
· A resolution is approved by a "simple majority" if the number of affirmative votes exceeds the number of negative votes.
· A resolution is approved by an "absolute majority" if the number of affirmative votes exceeds one half of the number of registered voting delegates.
· A resolution is approved by a "two-thirds majority" if the number of affirmative votes is at least two thirds (2/3) of the number of registered voting delegates.
· A resolution is approved by a "three-quarters majority" if the number of affirmative votes is at least three quarters (3/4) of the number of registered voting delegates.
· Where a Member Association is a school council, the term "member of a Member Association" shall mean "a voting member of that school council". Where a Member Association is another organization, the term "member of a Member Association" shall mean "a voting member of the Executive Committee of that organization".
THE NEWFOUNDLAND AND LABRADOR
FEDERATION OF SCHOOL COUNCILS
(Incorporated July 5, 1994. Registration #33844-94)
By-laws
Approved 1999 04 24 and amended 2000 04 29: 2002 04 27: 2005 04 30: 2008 04 26
By-law 1 Policies
By-law 2 Register of Members
By-law 3 Membership Fees
By-law 4 Withdrawal of Membership
By-law 5 Area Associations
By-law 6 Annual Meeting and General Meeting
By-law 7 Elections
By-law 8 Board of Directors
By-law 9 Executive Committee
By-law 10 Other Committees
By-law 11 Duties of Elected Officers
By-law 12 Executive Director
By-law 13 The Treasurer
By-law 14 Finance and Signing Officers
By-law 15 Official Spokesperson
By-law 16 Gender and Number
By-law 17 Amending the By-laws
By-law 1 Policies
1.1 The policies and activities shall be consistent with the objectives of the Federation.
1.2 The Federation shall be non-commercial, non-partisan, non-sectarian, and non-racial.
1.3 The Federation may co-operate with other provincial organizations or agencies in the fields of education, health and social services, provided such co-operation does not conflict with the objectives and the policies of the Federation as stated in its Constitution and By-laws.
1.4 The Federation may form or join organizations whose objectives are compatible with the objectives of the Federation and whose policies are not in contradiction to those of the Federation, subject to the authorization of a majority vote of the members of the Federation attending a duly constituted Annual (or other General) meeting.
1.5 The name of the Federation shall not be used to endorse any publications or activities other than those of school councils and school-based parent organizations, except with the approval of the Board of Directors.
1.6 The Federation shall work with the school and school authorities without seeking to infringe upon their authority.
1.7 The names of members of member associations shall not be made available to any outside organization. However, lists of officers may be distributed to educational agencies approved by the Board of Directors.
By-law 2 Register of Members
2.1 The Board of Directors shall cause a proper register of the members of the Federation to be kept.
2.2 The Board of Directors shall also cause to be kept a proper register containing the names and addresses and occupations of its directors.
By-law 3 Membership Fees
3.1 An annual fee, the amount of which shall be fixed at each Annual Meeting on the recommendation of the Board of Directors, shall be payable by each Member Association on or before December 31st.
3.2 The fee for Associate Membership (Article III Section 4 of the Constitution) and its conditions of payment, shall be determined at each Annual Meeting on the recommendation of the Board of Directors.
By-law 4 Withdrawal of Membership
4.1 Any member wishing to withdraw from membership in the Federation may do so by notice in writing, addressed to the Board of Directors and mailed to the Federation office.
By-law 5 Area Associations
5.1 Any group of member associations may choose to form an area association and may apply to the Board of Directors for recognition as an official area association of the Federation.
5.2 The Board of Directors (or an Annual or other General Meeting) shall decide, by resolution, which area associations shall be recognised as official area associations of the Federation.
5.3 The Board of Directors (or an Annual or other General Meeting) shall, by resolution from time to time, decide the number and the method of selection of representatives of official area associations, who shall serve as voting members of the Board of Directors.
By-law 6 Annual Meeting and General Meeting
6.1 The time and place of the Annual Meeting shall be decided by the Board of Directors which shall receive recommendations from the previous Annual Meeting.
6.2 The Board of Directors shall advise all Member Associations, Associate Members, and Life Members of the time and place of the Annual Meeting no later than the December 31 immediately preceding that Annual Meeting.
6.3 The business to be transacted at the Annual Meeting shall be the consideration of the reports of the Board of Directors and its officers, the election of officers and such business that may arise.
6.4 Resolutions from Member Associations to be considered at an Annual Meeting must be submitted to the Executive Committee at least three (3) months prior to the Annual Meeting in order to be included in the formal notice of the Meeting.
6.5 Resolutions to be considered at a General Meeting must be part of the petition or resolution that caused that General Meeting to be convened in order to be included in the formal notice of the Meeting.
6.6 At least six (6) weeks’ formal notice shall be given in writing to Member Associations, Associate Members, and Life Members of all Annual or other General meetings, such notice to state the subjects to be considered and the reports to be submitted at the meeting.
6.7 Resolutions submitted to the Executive Committee shall be sent out for consideration to all Member Associations as part of the formal notice of the Meeting at least six (6) weeks prior to the Annual Meeting.
6.8 Any other resolution may be presented and considered at the Annual Meeting or at a General Meeting, provided that the resolution be submitted one day prior to the Business portion of the Meeting, and provided that a procedural motion to consider the resolution is approved by a simple majority vote. Any resolution that is not submitted in accordance with the requirements of By-laws 6.4 or 6.5 requires a two thirds (2/3) majority vote in order to be carried, (except for a resolution to dissolve the Federation, as specified in the Constitution).
6.9 The quorum for any Annual or General Meeting shall be 20 persons entitled to a vote at that meeting.
6.10Roberts Rules of Order shall govern all points respecting the holding and conduct of meetings of the Federation that are not covered otherwise in the Constitution or these By-laws.
By-law 7 Elections
7.1 The Board of Directors shall appoint a Nominations Committee, consisting of a chairperson (appointed by the Board of Directors) and not less than two other members.
7.2 A nomination form shall be circulated to each Member Association and each member of the Board of Directors not later than six (6) weeks prior to the Annual Meeting.
7.3 The Nominations Committee shall prepare a list of candidates, noting the office for which each has agreed to stand for election. This list shall be verified and forwarded to the office of the Federation.
7.4 The Nominations Committee shall be responsible for posting the list of candidates for office in the room in which the Annual Meeting is being held.
7.5 Election of officers shall take place at the Annual Meeting.
7.6 Any two voting delegates present at the AGM may, from the floor, nominate a person for election to any office: however, written consent of person(s) nominated but absent from the meeting shall be presented to the Chair.
7.7Between the close of nominations and the ballot, each candidate may address the meeting for up to three minutes. A candidate who is absent may, through a written communication to the Executive Director, appoint another delegate to speak on the candidate’s behalf. Members of the current Executive are ineligible to speak on behalf of another candidate.
7.8 Election of officers shall be by simple majority of votes cast. In the event of a tie for the greatest number of votes, the President shall resolve the tie by some random process, (such as tossing a coin or drawing a name out of a bag).
7.8.1 The current President shall not cast a vote during the Executive election.
7.8.2 Notwithstanding by-law 7.8.1, the President may still cast a vote on behalf of his/her local school council as the voting delegate of his/her school council.
7.9 Elected officers shall hold office from the close of the Annual Meeting at which they are elected until the close of the second Annual Meeting following election (approximately a two year term of office) or until their successors take office.
7.10 A person shall not hold the same office for more than two consecutive two-year terms, but shall be eligible for re-nomination to that office after a lapse of at least one year.
By-law 8 Board of Directors
8.1 As specified in Article IX Section 1 of the Constitution, the Board of Directors shall consist of the duly elected officers of the Federation, the Treasurer (non-voting), the Immediate Past-President, the standing committee chairpersons, and one representative designated by each official Area Association.
8.2 Members of the Board of Directors shall not be entitled to any remuneration for their services but may be reimbursed any money expended by them in performance of their duties subject to approval of the Board of Directors.
8.3 The Board of Directors shall meet at least two (2) times annually at such time and place as the President may determine. Other meetings of the Board of Directors may be held at any time upon the call of the President, or in his/her absence a Vice-President, or by written request of the Executive Director signed by three (3) members of the Board of Directors.
8.4 Two (2) weeks’ notice for regular meetings and three (3) days’ notice where possible for special meetings shall be given to each member of the Board of Directors.
8.5A copy of the Minutes of the previous meeting of the Board of Directors shall be circulated to each member of the Board of Directors prior to the next Board of Directors meeting.
8.6One-third (1/3) of the members shall constitute a quorum at all meetings of the Board of Directors.
8.7Funds permitting, the Board of Directors shall have the authority to employ an Executive Director and such other staff as may be required to conduct the work of the Federation and shall fix the amount of salaries to be paid and rates for approved travel.
8.8 The Board of Directors shall approve the budget for the ensuing year.
8.9 In the event that any member of the Board of Directors should resign or cease to hold office for any reason before the expiration of his term, the Board of Directors may appoint a successor for the unexpired portion of the term.
8.10 No employee of the Department of Education may serve concurrently as a member of the Board of Directors.
8.11 No elected member of a school board may serve concurrently as a member of the Board of Directors.
By-law 9 Executive Committee
9.1 As specified in Article IX Section 2 of the Constitution, there shall be an Executive Committee consisting of the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer (non-voting), and the Immediate Past President.
9.2 The Executive Committee shall carry out such commitments as may be directed by the Federation or by the Board of Directors, may make recommendations to the Board of Directors, and may transact routine and emergency business.
9.3 The Executive Committee shall meet at the close of each Annual Meeting to appoint the chairpersons of committees to undertake such special assignments as may be authorized by the Annual Meeting, and to appoint the official auditor.
9.4 The Executive Committee may meet prior to the meetings of the Board of Directors, at the call of the President, or in his/her absence the Vice-Presidents, to bring in recommendations to facilitate and expedite the business of the Board of Directors.
9.5 Notices of regular Executive Committee meetings shall be given to all members of the Executive Committee prior to the meeting.
9.6 A quorum of the Executive Committee shall be a majority of the elected officers.
By-law 10 Other Committees
10.1 The Executive, Finance and Nominating Committees shall be standing committees. The Federation, at each Annual Meeting, shall determine which other committees shall also have the status of standing committees.
10.2 The Board of Directors shall appoint the Chair of the Nominations Committee. (By-law 7.1). The Executive Committee shall appoint the Chair of each other committee.
10.3 The term of office for standing committee chairpersons shall be limited to three years.
10.4 The Board of Directors or the Executive Committee shall have the power to create and specify the duties of any special committee(s) it deems necessary to undertake any special work of The Federation, and shall have the power to dissolve any such committee(s) at any time.
By-law 11 Duties of Elected Officers
11.1 The President shall:
a. Preside at meetings of the Federation and shall be a member, ex-officio, of all committees except the Nominations Committee.
b. Perform all duties pertaining to the office and shall have general supervision of all activities of the Federation, which shall include organization of committees and assistance to Member Associations throughout the Province.
11.2 The Vice-Presidents shall serve in such capacities as may be designated by the President, the Annual Meeting, or the Board of Directors. A Vice-President shall preside at meetings in the absence of the President.
11.3 The Secretary shall:
a. Keep a record of the proceedings and attendance of all meetings of the Federation.
b. Arrange the business details of these meetings at the discretion of the President.
By-law 12 Executive Director
12.1 The Executive Director shall be appointed by the Board of Directors.
12.2 The Executive Director shall not hold office as a member of the Board of Directors and shall not have a vote.
12.3 The Executive Director shall be responsible to the President.
12.4 The duties of the Executive Director shall be:
a. To carry out directives approved by the Federation and the Board of Directors.
b. To conduct the official correspondence of the Federation and the Board of Directors.
c. To direct and supervise the office staff.
d. To keep full and accurate minutes of the proceedings of the Federation and the Board of Directors.
e. To keep an accurate account of all petty cash advances and expenditures; to submit a statement of them to the Treasurer for audit when directed to do so by the Board of Directors.
By-law 13 The Treasurer
13.1 The Executive Committee shall, by resolution from time to time, appoint a volunteer, (who shall hold such accountancy qualifications as the Executive Committee deems sufficient), to serve as Treasurer of the Federation, for a term of office not exceeding two years.
13.2 The Treasurer shall not be an employee of the Federation during his/her term of office.
13.3 The Executive Committee may re-appoint the same person to any number of consecutive terms of office as Treasurer.
13.4 The Treasurer shall:
a. Receive and hold all monies of the Federation.
b. Keep an accurate record of all receipts and disbursements.
c. Pay out such monies as voted by the Board of Directors.
d. Have the books of account balanced as of March 31st of each year.
e. Prepare for approval at the Annual Meeting a statement of the receipts and disbursements during the fiscal year of the Federation, which statement shall be certified by the Auditor(s).
By-law 14 Finance and Signing Officers
14.1 Any two of the President or the Vice-Presidents or the Secretary shall have authority to sign and seal documents in the name of and on behalf of the Federation and such documents shall be binding on the Federation without any further authorization or formality.
14.2 The Federation shall open a bank account with any branch of any chartered bank selected by the Board of Directors.
14.3 Cheques on the Federation bank account shall be signed by any two (2) of the following three (3) persons: the President, the Treasurer, the Executive Director.
14.4 Unless otherwise ordered by the Board of Directors, the fiscal year of the Federation shall terminate on the 31st day of March of each year.
By-law 15 Official Spokesperson
15.1 The President or his/her delegate shall be the official spokesperson for the Federation.
15.2 Any brief or similar document which affects the policy of the Federation, and which is sent to a government department, or to any outside organization, must first be approved by the Board of Directors and must be submitted with the signature of the President.
By-law 16 Gender and Number
16.1 Wherever the singular or the masculine pronoun is used in these By-laws, the same shall be construed as meaning the plural or feminine or a body or group where the context or intent of these By-laws so requires.
By-law 17 Amending the By-laws
17.1 The By-laws may be amended by an absolute majority vote, (i.e. the affirmative vote of a majority of the voting delegates registered at that meeting), at an Annual or other General Meeting of the Federation, provided that due notice of the proposed amendment has been mailed to Member Associations at least six (6) weeks prior to the meeting. In the absence of such due notice, the provisions of by-law 6.8 apply.
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Created 1998 10 24 and modified 2000 05 05 by Dr. G.H. George, Secretary of the Federation; and amendments added 2002 06 16 and 2005 05 08 2008 06 06 by H. Hickey, Executive Director.
