Meadowridge School was started by a group of parents looking for a different educational option for their children. These early parents formed the first Meadowridge School Board of Governors in 1985.
Now our Board of Governors is still run by a group of dedicated parents and community members committed to the Mission, Vision, and advancement of Meadowridge School.
Our Board of Governors operate at an "arms-length" from the daily operations of the school and are responsible for the long-term direction and financial viability of the school.
The Headmaster, as the only employee of the Board, is responsible for the day-to-day operations and academic policy of the school.
The Board of Governors is composed of up to 15 members who represent current parents, past families, alumni, and the community at large.
Board Members are elected at the Annual General Meeting for three-year terms, which expire on a rotating basis to provide continuity from year to year.
Our Board of Governors
|Chair: Lance Leger||Craig Gunning|
|Vice Chair: Susan Waugh||Ockie Lampen|
|Secretary: Jessie Hill||Michael Schutz|
|Treasurer: Kelly Fry||Sam Gandesha|
|Geoffrey Butler||Aaron Schultz-Lessing|
|Masumi Smith||Past Chair: Daniel Gouws|
Parents, teachers and other members of the community are often invited to sit on these committees.
Frequently Asked Questions
- What is a not-for-profit society in BC?
- Are there different types of not-for-profit societies?
- Who is responsible for operations of the societies?
- What are the basic responsibilities of the School Society?
- How Can I Get Involved?
Not-for-profit organizations are defined as those institutions that assist the government by providing services to its citizens.
The concept of a not-for-profit is very broad and includes a diverse set of organizations. Being a not-for-profit does not preclude an organization from making a profit, but these profits must be used to further the purpose of the organization. This is the essential difference between not-for-profit organizations and their for-profit counterparts. Not-for-profit organizations have five things in common:
- They are formally constituted
- They are organized separately from government
- They are non-profit seeking
- They are self-governing
- They are voluntary to some significant degree
A not-for-profit organization registered under the provincial or federal Societies Act is similar to a for-profit or business corporation as it is considered to be a legal entity with an independent existence separate and distinct from its members.
As such, a society is entitled to acquire property, borrow money and otherwise deal with its property as an individual would deal with their property. Generally, the individual members of the incorporated society are not liable for the debts or obligations of the society.
The main difference between a for-profit and a not-for-profit organization is the ability to distribute profits. In a not-for-profit, any profit must be retained within the organization and cannot be distributed to its members during the legal existence of the society. An organization cannot operate for the private interest of its members.
Not-for-profit corporations are different from for-profit corporations in three fundamental ways:
- The not-for-profit corporation is composed of members, whereas the for-profit corporation is owned by shareholders.
- The members of a not-for-profit corporation cannot receive any financial gain during the life of the corporation, whereas a for-profit corporation may distribute profits to its shareholders in the form of dividends.
- The powers of a not-for-profit corporation are limited to what is written into its objects (purposes), whereas, typically, the for-profit corporation has no such limits.
Not-for-profit societies vary depending on their legal status. Meadowridge School is an incorporated not-for-profit organization established as a legal entity. We may hold assets, borrow money, incur legal liability and limit the personal liability of our directors. Incorporated not-for-profits in Canada are exempt from income tax. Not-for-profit and public sector organizations may be incorporated under one or more of the following:
- Federal or provincial corporations legislation
- Not-for-profit corporations or societies acts
- Federal or provincial cooperative legislation
- Special purposes legislation such as that establishing hospitals, universities, school boards, federal, provincial agencies or corporations
Subject to certain criteria, a not-for-profit may also be a registered charity (as is the case with Meadowridge School) which authorizes it to issue tax receipts for charitable donations, permitting donors to deduct all or a portion of contributions from personal or corporate income tax.
In Canada, there are two charity classifications: a charitable organization with a primary function to carry on activities in pursuit of a particular charitable purpose; and a charitable foundation with a primary function to fundraise for an organization (foundations can be private or public).
To be registered as a charity, an organization must devote its activities to one or more of the following:
- relief of poverty;
- advancement of religion;
- advancement of education; and
- certain other purposes that benefit the community in the way the courts have determined to be charitable.
As with any registered charity, Meadowridge is constrained by all regulations imposed by Canadian Revenue Agency (CRA).
At Meadowridge School, the Board of Governors has only one employee, which is the Headmaster. The Headmaster is responsible for the day to day operations of the school and employs staff to work towards the Mission and Vision as set out by the Board of Governors.
Board members of not-for-profit organizations cannot accept compensation in any form for the work that they do. All members act as volunteers.
The Companies Act states that a Board of not less than three (3) directors must manage the affairs of the organization.
The Governors are the mind and will of the organization. They have the right to make by-laws or rules about its operation. These by-laws are normally approved by the members. By-laws should not conflict with anything in the Companies Act and may deal with the following:
The basic responsibility of Governors is to represent the interest of the organization, their members and their constituencies in directing the affairs of the organization, and to do so within the law. In their role as ‘trustee’, Governors must adhere to three basic principles:
Diligence: to act reasonably, prudently, in good faith and with a view to the best interests of the organization and its members;
Loyalty: to place the interests of the organization first, and to not use one’s position as a director to further private interests;
Obedience: to act within the scope of the governing policies of the organization and within the scope of other laws, rules and regulations that apply to the organization.
A volunteer director who fails to fulfill his or her duties as outlined above may be liable.
The term ‘liability’ refers to the responsibility of directors and organizations for the consequences of conduct that fails to meet a pre-determined legal standard. Usually, the term ‘consequences’ refers to damage or loss experienced by someone, and being responsible for such consequences can mean having to pay financial compensation.
A director or officer can no longer rely on the assumption that, provided they do their job to the best of their ability, they are free from personal risk.
Directors’ and Officers’ may be held personally liable for claims arising from activities of volunteers and/or staff in the name of the organization, employee discrimination, wrongful dismissal and breach of duties as described previously.
It is important to note that the duties of directors of not-for-profit organizations are essentially no different than the duties of directors of for-profit corporations. These duties extend broadly, and are owed to:
- the organization as a whole;
- the organization’s members, participants, clients, staff and volunteers;
- other directors; and
- anyone else who may be affected by the decisions of the board and the activities of the organization, including the general public.
These three duties are discussed more fully below.
Duty of Diligence
Diligent directors always act prudently and in the best interests of the organization. When performing their duties as directors, they are expected to exercise the same level of care that a reasonable person with similar abilities, skills and experience would exercise in similar circumstances. If a director has a special skill or area of expertise, such as an accountant or lawyer would have, he or she has a duty to achieve a standard of care that corresponds to his or her professional abilities.
Directors have a responsibility to act cautiously and to try to anticipate the consequences of their decisions and actions before they undertake them. They are honest and forthright in their dealings with members, with the public and with each other. Directors are also well-informed about the activities and finances of the organization. They have an obligation to foresee potential risks inherent in a situation and to take reasonable steps to manage those risks.
Duty of Loyalty
Directors are required to put the interests of the organization first. These interests will always take precedence over any other interest, including a director’s personal interests. As well, directors who are involved in more than one organization may find that they cannot be loyal to both.
Loyal directors will avoid putting themselves in a situation of a conflict of interest. When this is unavoidable, they will act properly in disclosing the conflict and ensure that they play no part in discussing, influencing or making decisions relating to that conflict.
Confidentiality is also an important aspect of the duty of loyalty. Directors have an obligation to keep organizational business private, and to not discuss certain matters with people outside the organization. Confidential matters may include:
- information about personnel; and
- information about clients served by the organization, the organization’s finances or legal matters.
A board acts as one entity. Loyal directors support the decisions of the board, even if they might not personally agree with the decisions and might not have voted to support the decisions in the board meeting.
Duty of Obedience
Nearly all not-for-profit organizations are ‘private tribunals’ (that is, autonomous organizations that have the power to write rules, make decisions and take actions that affect their members and participants). Legally, private tribunals are recognized as having a contractual relationship with their members. This relationship is defined in the organization’s governing documents, which include:
Directors have a duty to comply with the organization’s governing documents, and to ensure that staff and committees of the organization do as well. Over time, organizations may move away from their legal purpose, and policies may become out of date and no longer reflect the practices of the organization. Obedient directors ensure that governing documents remain current and accurate, and oversee the process that is used to amend and update governing documents.
Directors also have a duty to obey external laws and rules that are imposed upon organizations. A wide range of laws and statutes apply to corporations and individuals: the obedient director ensures that the organization complies with these. In particular, an organization that is an employer has many statutory responsibilities to its employees. These responsibilities include:
- paying wages;
- providing paid time off for holidays;
- making deductions from wages and remitting these to the government;
- providing a safe workplace; and
- protecting employees from discrimination and harassment.
There are a number of sub-committees of the Board that Meadowridge seeks support for. If an individual is interested in Board service they are encouraged to join a committee to get a sense of the expectations. Volunteers will ideally work on a sub-committee for two years at which time the Chair of the Committee may choose to nominate the member as a candidate to serve on the Board of Governors. The Nomination Committee will contact the individual to arrange for further discussion.