Call for Expression of Interest CCAE Board

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2010 Call for Expression of Interest – CCAE Board

The Canadian Council for Advancement of Education (CCAE) is currently seeking expressions of interest for members of its Board.

The Canadian Council for the Advancement of Education (CCAE) fosters excellence in Canadian education by providing bilingual programs and services to professionals in institutional advancement.
The CCAE seeks to be the authoritative source for Canadian educational advancement, and the primary provider of professional development for Canadian advancement professionals.

The CCAE represents advancement professionals primarily from Canadian colleges, universities, Cegeps, polytechnics and independent schools. Our members work in advancement services, alumni relations, communications and marketing, enrolment management, fundraising, government relations, public affairs and other advancement disciplines. 

The CCAE board is composed of 13 professionals, each serving 2-year terms and representing a broad cross-section of regional and advancement disciplines, as set by CCAE. The Board is responsible for establishing budgets, overseeing organizational assets and establishing policies.

We hope that you will help us identify the very best advancement professionals and nominate them for these prestigious leadership positions. To nominate candidates (including yourself), please complete and submit this online form.

The Nominations Process

1. Nominators must complete and submit the online nomination form by March 5, 2010.
2. Nominees must be employed by a CCAE member institution and be paid professional members.
3. CCAE will contact all nominees informing them of their nomination and asking them to confirm their interest by submitting additional information to supplement their nomination.
4. The Nomination Committee, composed of the President, the Past President, the Executive Director and a Board member, will meet to review all nominations.
Decisions will be made based on interests, skills, areas of advancement disciplines, and regional considerations.
5. Successful nominees will be contacted by April 16, 2010.

Important information regarding the role of CCAE Board Directors
Extracted from CCAE’s Constitution

Board of Directors
b.  i. Management: The property and business of the Council shall be managed by a board of directors, comprised of a minimum of three directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by at least two-thirds (2/3) of the votes cast at a meeting of the members duly called for the purpose of determining the number of directors to be elected to the board of directors.

ii. Qualifications: To qualify as a director, the individual must:
(1) be at least 18 years of age,
(2) have the power under law to contract; and
(3) qualify as a voting member of the Council.

iii. Board Members: The board of Directors may be comprised of the following:
(1) the president;
(2) the vice-president/outreach;
(3) the vice-president/communications;
(4) the vice-president/finance and administration,
(5) the five regional directors, each representing a region of Canada, namely  (a) Atlantic provinces; (b) Québec; (c) Ontario; (d) Manitoba, Saskatchewan and Alberta; (e) British Columbia, Yukon, Northwest Territories and Nunavut; and, (6) five directors-at-large.

c.  Term of Directors: Directors shall be elected for a term of two (2) years by a majority of the members present at an annual meeting of members.

d.  Removal and Vacancy of Director: The office of a director shall be automatically vacated:
i. if at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that he or she be removed from office;
ii. if a director has resigned his office by delivering a written resignation to the Council;
iii. if he or she is found by a court to be of unsound mind;
iv. if he or she becomes bankrupt or suspends payment or compounds with his creditors;
v. ceases to qualify as a voting member of the Council; or
vi. on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the Council until the next annual meeting of the members.

e. Remuneration of Directors: The directors shall serve without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the Council as an officer or in any other capacity and receiving compensation therefore.

f. Powers of Directors
i. The directors of the Council may administer the affairs of the Council in all things and make or cause to be made for the Council, in its name, any kind of contract which the Council 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 Council is by its Letters Patent or otherwise authorized to exercise and do.
ii. The directors shall have power to authorize expenditures on behalf of the Council from time to time and may delegate by resolution to an officer or officers of the Council the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Council in accordance with such terms as the board of directors may prescribe.
iii. The board of directors is hereby authorized, from time to time
(1) to borrow money upon the credit of the Council, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;
(2) to limit or increase the amount to be borrowed;
(3) to issue or cause to be issued bonds, debentures or other securities of the Council and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors;
(4) to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the Council, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Council, and the undertaking and rights of the Council.
iv. The board of directors shall take such steps as they may deem requisite to enable the council to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Council.
v. 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.
vi. Remuneration for all officers, agents and employees and committee members shall be fixed by a resolution of a majority of the board of directors. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.

g. Meetings of the Board of Directors
i. Notice: Meetings of the board of directors shall be on any date and at any time and place to be determined by the president provided that notice of such meeting is given:
(1) forty-eight (48) hours if notice is to be given by means of transmitted or recorded communication, such as facsimile, voice-mail or electronic communication; or
(2) fourteen (14) days if notice is to be given by mail. Notice shall be sent to last known mailing address, facsimile number or electronic mail address provided to the Council by the member.
ii. Number of Meetings: Meetings of the board of directors may be held three times per year but shall be at least once per year.
iii. Waiver of Notice: No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the Council shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
iv. Voting: Each director is authorized to exercise one (1) vote with the exception of the chair of the meeting who shall only cast a vote in the event of a tie in votes.
v. Quorum: A majority of directors plus one shall constitute a quorum for meetings of the board of directors. A quorum must include the president or vice-president. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the Council.
vi. Removal for Missed Meeting: Directors of the Board missing two or more of the scheduled meetings and simultaneously not delivering on commitments may, subject to the approval of a majority of the votes cast by the voting members at a meeting of the members, be removed by a majority of the votes cast by the Executive Committee.
vii. Reporting: Action taken by a vote of the Board via mail, telephone, fax or other means must be reported at the next regular or special meeting of the Board in order to be deemed valid.
viii. Meeting by Teleconference: A meeting of the directors may be held by teleconference provided that:
(1) all directors participating in the meeting by teleconference can communicate adequately with each other and have equal access to the telecommunication;
(2) unless otherwise required by the Act, no less a majority of the directors plus one in advance of the meeting approve of the meeting being held by teleconference;
(3) unless otherwise required by the Act, a quorum for a meeting of the directors held by telecommunication is a majority of the directors plus one; and
(4) an officer of the Council will record votes cast by directors.
ix. Meeting by Electronic Means: A meeting of the directors may be held by electronic communication provided that:
(1) all directors participating in the meeting by electronic communication can communicate adequately with each other and have equal access to the electronic communication;
(2) unless otherwise required by the Act, no less than a majority of the directors plus one in advance of the meeting approve of the meeting being held by electronic communication;
(3) unless otherwise required by the Act, a quorum for a meeting of the directors held by electronic communication is a majority of the members plus one;
(4) an officer of the Council will record votes cast by directors; and
(5) the Council has addressed all security concerns expressed by directors participating in the meeting by electronic communication to the satisfaction of the directors participating in the meeting by electronic communication.
x. Mail Ballots: Directors shall not conduct a mail ballot.
xi. Written Resolution: Directors shall not pass a resolution in writing.

h. Indemnities to Directors and Others: Every director of the Council and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Council, from and against:
i. all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; and
ii. all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.