Earlier this month, we announced a special meeting to fill vacancies on the Board of Directors caused by resignations. We did not have the required notice for this meeting, and therefore postponed it. In the meantime, we’ve heard from many members who are very invested in the governance processes of the Association and in selecting new directors to fill these vacancies.
We have a plan for moving forward, based on expert governance advice, that we believe best satisfies your feedback, our By-law, and the Ontario Not-for-Profit Corporations Act (ONCA).
Summary
- We are holding a special meeting on March 20 to fill two of the vacancies on our Board of Directors.
- After the meeting, the Board will have quorum and can call an election for the remaining seats.
- All members are eligible to run for election to the Board and to attend the meeting.
Special meeting
A special meeting is the first step. Our by-law and ONCA require us to fill at least enough seats to restore quorum at a special meeting. We will hold this special meeting at noon on Thursday, March 20. The complete agenda for this meeting has been emailed to members and is available in our members-only site (please note: you will need to log in to Confluence to access internal pages; instructions are provided at the link). All members will receive a Teams meeting invitation by email.
We heard that members would like time to consider the candidates for these seats in advance rather than having nominations from the floor. We will accept nominations through our usual process from now until March 11 and will share candidate statements on March 13.
At the meeting on March 20, all members present online during the meeting will vote to fill two seats on the Board. Our by-law allows us to fill anywhere from one (the minimum to restore quorum) to all vacancies at this meeting. We are not filling all vacancies at the meeting because we know that not all members will be able to attend and participate in the decision. We are filling two seats so that we are not operating at the bare minimum of directors—in other words, to minimize the risk of becoming inquorate again.
Special election
Once quorum is restored, the board will then be able to choose from three options:
- to leave the remaining seats vacant until the next Annual Meeting in October,
- to directly appoint members to fill the vacancies until the next Annual Meeting, or
- to hold an election to fill the vacancies for the full remainder of the vacant terms.
The third option—a special election—means that all members can have a say in selecting these directors, and that directors will be elected for longer and provide more stability to the board. For these reasons, this is the current directors' preferred course of action. However, the board needs to have quorum before it can repopulate its Governance and Nominations Committee and call an election, but we intend to begin this process as soon as possible.
Because we know that not all members will be able to attend the special meeting, we will fill the two shortest vacant terms (both ending in October 2025) at the meeting, and the longer terms (ending in 2026, 2027, and 2027) through the election process.
What’s involved with being a director?
The Board of Directors provides governance, financial, and long-term strategic oversight for the Association. Directors and officers have specific obligations under the Ontario Not-for-Profit Corporations Act (ONCA). Directors are essentially legally responsible for the association's financial stability and all of its operations, even though they don't participate in day-to-day operations directly.
The key responsibilities of the board are to:
- Set and monitor strategic priorities and annual work plans.
- Establish policies and ensure compliance with by-laws, policies, and laws.
- Facilitate communication between directors and members.
- Provide financial oversight and ensure adequate revenues.
Some of the current and upcoming projects of the board include:
- Assessing and planning for the long-term financial health of the corporation.
- Updating the UWSA by-law and articles of incorporation.
- Reviewing all UWSA governing policies with an equity lens and establishing an internal EDI-R framework.
- Updating and assessing progress on the UWSA strategic plan.
- Developing a board work plan and learning plan.
- Completing an election and succession planning strategy.
Individual directors must be prepared to:
- Take leadership roles (such as chair, secretary, or treasurer), special assignments, and serve on at least one standing committee.
- Understand and follow the Ontario Not-for-Profit Corporations Act and UWSA letters patent, by-laws, policies, and procedures.
- Review meeting materials in advance and participate fully in discussions.
- Bring their best ideas to the table by considering each topic at hand and establishing a perspective.
- Put the Association’s interests first, avoid conflicts of interest, and maintain confidentiality.
Advocating for staff
Some directors advocate for staff interests at the Staff Relations Committee (SRC) or Provost's Advisory Committee on Staff Compensation (PACSC). Serving on these committees is demanding but incredibly important work over and above the regular duties of a director.
What do you get in return?
Serving on the board is a substantial professional development opportunity. Directors receive training in governance principles and the decision-making structures of the university, participate in strategic planning activities, develop working relationships with colleagues across campus, and become more effective meeting organizers and participants. Directors receive one day a month of release time from their usual duties to attend to UWSA business. Officers, and directors serving on SRC and PACSC, get more.
What are the qualifications?
The two strict requirements for being a director are that you must be a member of the UWSA and you must not be disqualified under the Ontario Not-for-Profit Corporations Act.
Some of the most important qualities in a director include:
- An ability to think strategically and focus on long-term goals.
- An interest in contributing to the UWSA’s strategic direction and policy development.
- A commitment and capacity to engage in collaborative work.
- A willingness to share their opinions and lived experiences while holding space for the perspectives and experiences of others.
It’s important that the board as a whole has members with skills in meeting facilitation, financial acumen, organization, advocacy, project management, relationship development, leadership, and communication, but no individual director needs to have all these skills.
Experience with not-for-profit governance, strategic planning, and policy development is helpful, but is not required. It is also helpful to be familiar with the governance structures of the university and policies affecting staff, especially if you are interested in sitting on SRC or PACSC, but training on these is provided.
How to run for election to the board
If you are able to contribute to the work described above, we encourage you to run for a seat on the board. Here’s how:
- Find three UWSA members to support your candidacy. They'll need to affirm their support of your nomination by filling out the online Nomination Form. They can do this before or after you fill out your Candidate Form.
- Submit your online Candidate Form to declare your intent to run.
- Complete a candidate profile to be posted on the UWSA website and shared with members. You'll receive instructions for this after your submit your Candidate Form.