Call for Expression of Interest CCAE Board of Directors

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2012 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, cégeps, 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. 

Members of the Board represent a broad cross-section of regional and advancement disciplines. The Board is responsible for the overall governance of the organization, including strategic and fiduciary oversight. The deadline for expressions of interest is Thursday, March 1, 2012.

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 1, 2012.
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 the end of April 2012.

Important information regarding the role of CCAE Board Directors
Extracted from CCAE’s By-laws

PART B - GOVERNANCE

1. Board of Directors

(a) Composition: The Board of Directors is composed of a president; past president; three vice presidents; up to 10 directors-at-large to be recruited based on the various disciplines, types of institutions, language and geographic representation among the Council’s membership as well as specific expertise, resources  or skills necessary to bring strength and balance to the Board.  The Executive Director shall serve ex officio on the Board of Directors. 

(b) Eligibility: Members of the Board of Directors must be eligible to be voting members of the Council. Board members may not serve on the Board in more than one executive or representative capacity at a time. 

(c) Terms of Office: Directors shall hold office for a term of two (2) years so long as they remain eligible under the terms of Part A, Article 5.  No director shall be eligible to serve more than two consecutive terms except in the case of Board officers. Terms of office shall be staggered so as to provide reasonable continuity and renewal. 

(d) Powers: The Board of Directors supervises and directs the Council's affairs; determines the Council's policies and planning objectives within the limits of the bylaws; pursues the Council's vision, mission and mandate; and, ensures prudent and proper management of the Council’s resources. It has the power to appoint agents and employees, establish general frameworks for the Council’s human resources and discharge its responsibilities for the governance of the Council.  The Board may exercise all such other powers and do all such other acts as the Council is by its Letters Patent or otherwise authorized to exercise or do.  It may adopt such rules and regulations for the conduct of its business as it deems advisable and may delegate certain of its authority and responsibilities to committees or persons; however, the Board retains ultimate responsibility and accountability for the Council.

(e) Meetings: The Board of Directors meets at least three times per year as determined by the president. Board members will normally be given at least 30 days' notice of meetings. Special meetings, not requiring 30 days' notice, may be called at the request of the president or at the request of at least two thirds of the members of the Board of Directors.  Directors of the Board missing two or more of the scheduled meetings and simultaneously not delivering on commitments may be removed from the Board of Directors.  This will be done with a simple majority vote of the Executive Committee of the Board.  Their decision is final.

(f) Voting: All members of the Board are eligible to vote except that member who is chairing the meeting, who only votes in the case of a tie.

(g) Quorum: A quorum of the Board must include the president or vice president and shall consist of a majority of Board members, plus one.

(h) Authority Between Meetings: 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. During the intervals between meetings of the Board, business may be conducted by mail, telephone, fax, e-mail or by other means but must be reported at the next regular or special meeting of the Board in order to be deemed valid.   In other circumstances, the Executive Committee shall possess and may, subject to ratification of the Board, exercise all powers of the Board in the governance and direction of the Council in such manner as the Executive Committee shall deem best for the interests of the Council subject to any specific directives imposed by the Board, by this bylaw or any other statutory or common law. 

(i) Removal of a Director: A director shall automatically cease to hold office if:

i. A resolution to that effect is passed by two-thirds majority of the members of the Council voting at a meeting duly called for that purpose; or

ii. The director otherwise ceases to be eligible as a member under the bylaws. 

2. Roles and Responsibilities of Directors

(a) President: The president of the Council, serving a two year term:
i. chairs the Council's annual meeting, meetings of the Board of Directors and the Executive committee;
ii. is responsible for enforcing the Council's bylaws and such policies and regulations that may be established from time to time by the Board of Directors or by the Council's membership;
iii. represents the Council to other organizations and speaks on the Council's behalf;
iv. assigns portfolio responsibilities to the Council's directors;
v. reports annually to the members on the Council's activities;
vi. is an ex officio member of all standing and ad hoc committees;
vii. is a signing officer for the Council;
viii. acts as public and media spokesperson for the Board and Council
ix. co-ordinates the Council relations with other agencies deemed by the Board of Directors to have similar or complementary interests to the Council;
x. ensures that the activities of the Board are consistent with strategic plan objectives;
xi. supervises the Executive Director and as such chairs the performance appraisal committee of the Board.

(b) Vice-Presidents: There shall be three vice-presidents, each serving a two year term.  One vice-president shall be designated as vice-chair and assume duties and responsibilities of the President in their absence.  The vice-presidents shall:
i. serves on the Executive committee;
ii. perform such duties as may be assigned by the president or the Board including responsibility for chairing a standing committee of the Board or  ad hoc committees;
iii. may serve as a signing officer for the Council.

(c) Past-President: The past president, serving a two year term:
i. chairs the Nominating subcommittee of the Board;
ii. may be assigned other duties and responsibilities by the president or the Board;
iii. is available for consultation on request.

(d) Directors-at-Large: Directors-at-large, serving two year terms:
i. are responsible for such program areas or involvement as may be assigned to them by the president; and,
ii. may be asked to serve to as a member of a standing or ad hoc committee of the board.

(e) Executive Director: The Board may appoint an Executive Director to manage the affairs of the Council under the general direction of the Board. The Executive Director is ex officio to the Board and has non-voting status.  The Executive Director shall hold office at the pleasure of the Board or until they resign the office.  The Executive Director shall:
i. be accountable to the Board for the proper and legal conduct of the business of the Council;
ii. be responsible for the execution of Board policy, bylaws, and other directors and for determining the means, organizational structure  and management processes necessary to achieve the Council’s objectives;  
iii. assume responsibility for the financial management of the organization;
iv. assist the President to plan and executive Board, Executive and membership meetings;
v. signing authority may be delegated within pre-approved budgetary limitations set by the Board; and,
vi. other responsibilities as outlined in the job description.

3.  Terms of Office and Vacancies

(a) Terms of Office for Officers: The vice presidents, president and past president each serve two year terms and will generally not serve more than two consecutive terms.  One of the vice-presidents will automatically succeed to the office of the president and the president will automatically succeed to the office of the past-president.

(b) Past President: Following the completion of a two year term, the president shall automatically succeed to the office of past-president.  In the event that the office of past president becomes vacant, the Board may, at its discretion, fill the vacancy by appointing the most immediate prior past president.

(c) President: Following the completion of a two-year term, one of the vice-presidents shall be recommended for the office of president by the board development committee as part of the slate of candidates presented at the annual meeting.  In the event that the office of president becomes vacant, a two-thirds majority of the Board, voting at a meeting of the Board, may fill the vacancy until the next annual meeting, At the annual meeting, the board development committee shall present a nominee for the office of the president in addition to those directors and offices requiring nomination. 

(d) Vice-Presidents: In the event that one of the offices of vice president becomes vacant, a two thirds majority of the Board, voting at a meeting of the Board, may fill the vacancy until the next annual meeting at which time the board development committee will present a nominee for the office of vice-president in addition to those directors and offices requiring nominations.

(e) Directors-at-Large: Directors at large serve two year terms. Normally, directors at large may serve no more than two consecutive terms in these positions. In the event of a vacancy, a two thirds' majority of the Board, voting at a meeting of the Board, may fill the vacancy for the remainder of the incumbent's normal term of office.

4. Committees

In addition to Board of Directors, the Board may establish standing committees with duties and powers as it deems to be in the interest of the Council.  Except as otherwise established in this bylaw, each committee shall be chaired by president, a vice-president, past president or director of the Council.  The membership and terms of reference shall be approved by resolution of the Board, shall keep records of its activities and recommendations and shall report to the Board at such intervals as required by the Board.  Standing Committees may include, but will not be limited to, the following:

(a) Executive Committee: The Executive Committee shall be composed of the president and vice-presidents.  The Executive Committee shall exercise such powers and accept such duties as are authorized and delegated by the Board of Directors.  In the event that one of the offices on the Executive Committee becomes vacant, a two-thirds majority of the Board, voting at a meeting of the Board, may fill the vacancy until the next annual meeting

(b) Board Development Committee: The Board Development Committee shall be composed if one vice-president as chair, the president, the past president, two or three other members of the Executive, the Board or the potential of another Council member.  The Board Development Committee shall exercise such powers and accept such duties as are authorized and delegated by the Board of Directors.  The duties shall include recruiting the appropriate individuals for election as directors in accordance with the By-Laws through the establishment of a Nominating Subcommittee. 

(c) Executive Director Performance Appraisal Committee: The Executive Director Performance Appraisal Committee shall be composed of the president as chair, one vice-president and one other member of the Executive Committee or the Board of Directors.   The Executive Director Performance Appraisal Committee shall be responsible for the annual review of the Executive Director’s performance, seek input on the development and measurement of the Executive Director’s annual performance goals and communicate with the Executive Director on all formal performance management issues.

(d) Finance and Audit Committee: The Finance and Audit Committee shall be composed of one vice-president as chair, and other members of the Council appointed by the Board.  The Finance and Audit Committee shall exercise such powers and accept such duties as are authorized and delegated by the Board of Directors including working with the external reviewer and presenting recommendations to the Board on accounting, financial management, and other issues that are being reviewed.

(e) Other Committees: The Board may, from time to time, establish ad hoc committees or task forces to advance the interests of the Council.  These committees will have an advisory function to the Board, be time-limited and be established for specific purposes. 
 

5. Elections and Appointments

(a) Candidates for Vacant Positions: The Board will present a slate of candidates at the annual meeting for ratification by the voting members of the Council.

(b) Additional Nominees: Additional nominations may be made by voting members of the Council no fewer than 10 days in advance of the annual general meeting provided that nomination is accompanied by the signatures of at least five voting members in support of the nomination and include the written consent of the nominee.  The president will present the additional nominations for each vacancy at the annual meeting.

(c) Voting Procedures:
i. In the event that there are no such nominations, the slate shall be deemed elected by acclamation;
ii. In the event that additional nominees are identified as a result of nominations from the membership, a secret ballot shall be ordered to determine the successful candidate(s);
iii. In the event of a tie, subsequent ballots will be ordered until such time as one candidate receives a simple majority of the votes cast.

6. Board of Director Meetings

(a) Notice: The Council will normally provide members of the Board of Directors with 30 days' notice of meetings of the Board, specifying the date, time and location of the meeting.

(b) Special Meetings: Special meetings of the Board may be called with less than 30 days' notice by the president or by two thirds of the members of the Board.

(c) Errors or Omissions in Notice: Errors and Omissions: No error or omission in giving notice of any meeting of the Board required by this by-law or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings or decisions taken thereat and any member of such Board may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

7. Indemnification

Each director or officer of the Council and their executors, administrators and estates shall be indemnified and saved harmless, out of the funds of the Council, from and against:
a) All costs, charges and expenses whatsoever that the director or officer sustains or incurs in or about any action, suit, or proceeding which is brought, commenced or persecuted against them, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or about the execution, in good faith, of the duties of their office or in respect of any such liability.

b) All other costs, charges and expenses that they sustain or incur in or about or in relations to the affairs thereof, except as such costs, charges or expenses as are occasioned by their own willful neglect or default.  The Council shall carry such sufficient indemnification insurance as is currently available and can be reasonably afforded by the Council.

8. Procedure and Parliamentary Authority

Robert’s Rules of Order shall apply to all questions of procedure and parliamentary law not specified in the bylaws.