Proposed Amendments for Pre-AGM discussion – add your say in this blog

Resources used for making amendments for Incorporation

http://www.sse.gov.on.ca/mcs/en/Pages/onca6.aspx

http://nonprofitlaw.cleo.on.ca/onca-essentials/the-details/

 

# Moved by

Seconded by

Original (2014 Constitution ) Revised wording removed

Wording added

Rationale   
1 Endorsed by Constitutional Review Committee Constitution of The First Nations, Métis, and Inuit Education Association of Ontario 1.0  The name of the corporation is The First Nations, Métis, and Inuit Education Association of Ontario (FNMIEAO) For incorporation, the first Article is the name of the organization.
2 Endorsed by Constitutional Review Committee 1.0 Purpose of the Association:

The purpose of this Subject Association, known as The First Nations, Métis, and Inuit Education Association of Ontario (FNMIEAO) is primarily to represent teachers of First Nations, Métis & Inuit Studies and Native Languages who teach in both First Nations and Board-run schools in the Province of Ontario. The Subject Association is the official voice for First Nations, Métis & Inuit Studies and Native Language teachers in Ontario. The Association also seeks to encourage authentic First Nations, Métis & Inuit perspectives across the curriculum and to support educators in incorporating those perspectives.

1.0  2.0 Renumbering required
3 Endorsed by Constitutional Review Committee

.

Moved by

Seconded by

2.0 Goals of the Association:

To promote strong First Nations, Métis & Inuit Studies and Language education programs in schools and communities across Ontario

To provide a council for the exchange of ideas among those involved in First Nations, Métis & Inuit Studies and Language programs

To provide leadership and advocacy for First Nations, Métis & Inuit Studies and Language and to represent teachers in these subject areas via the OTF Curriculum Council

To provide and promote professional development to those involved in First Nations, Métis & Inuit Studies and Language in education

To co-operate with existing First Nations, Métis & Inuit Studies and Language agencies and educational organizations, as well as First Nations, Métis & Inuit organizations that can act as resources for teaching First Nations, Métis & Inuit Studies / Native Languages

To liaise with First Nation, Métis and Inuit organizations

To promote effective, culturally accurate education of First Nations, Métis & Inuit children and youth

To promote the development of teaching resources that are culturally accurate, varied, and that reflect the lands we teach in.

2.0 3.0 Goals of the Association:
3.1To promote strong First Nations, Métis & Inuit Studies and Language education programs in schools and communities across Ontario

3.2To provide a council for the exchange of ideas among those involved in First Nations, Métis & Inuit Studies and Language programs

3.3To provide leadership and advocacy for First Nations, Métis & Inuit Studies and Language and to represent teachers in these subject areas via the OTF Curriculum Council

3.4 To provide and promote professional development to those involved in the education of First Nations, Métis & Inuit Studies and Language

3.5 To co-operate with existing First Nations, Métis & Inuit Studies and Language agencies and educational organizations, as well as First Nations, Métis & Inuit organizations that can act as resources for teaching First Nations, Métis & Inuit Studies / Native Languages

3.6 To liaise with First Nation, Métis and Inuit organizations

3.7 To promote effective, culturally accurate education of First Nations, Métis & Inuit children and youth

3.8 To promote the development of K-12 teaching resources that are authentic, culturally accurate, varied, and that reflect the lands in which we teach.

Numbering the goals is helpful for identification and communication, and, if required, future revision.

3.8 We already list K-12 resources on our website. We promote the use of authentic FNMI resources.

  • To ratify a motion made by 2013 council
4 Moved by

Seconded by

3.0 Membership of the Association:

FNMIEAO membership is made up of educational professionals involved in both Board and First Nations schools in the Province of Ontario who pay an annual membership. Only paid members are voting members. Membership runs from October 1st of a given school year to September 30th of the following school year. Members who join during the year have a membership to the same date.

3.0   4.0 Membership of the Association:

FNMIEAO membership is made up of educational professionals involved in both Board and First Nations schools in the Province of Ontario who pay an annual membership. Only paid members are voting members. Membership runs from October 1st of a given school year to September 30th of the following school year. Members who join during the year have a membership to the same date.

Membership ends when the member dies or resigns; the member is removed in keeping with the articles; the membership expires.

Order
Currently members pay $0

Required by incorporation

5 Endorsed by Constitutional Review Committee 3.1 Voting Members:

a. Teachers of Native Languages (K-12)

b. Teachers of First Nations, Métis & Inuit Studies (9-12)

c. Other Elementary/Secondary teachers with an interest in First Nations, Métis & Inuit Education.

d. First Nations, Métis & Inuit Learning Coaches / Consultants

e. School Administrators

3.1  4.1Voting Members:

a. Teachers of Native Languages  Indigenous Languages (K-12)

b. Teachers of First Nations, Métis & Inuit Studies (9-12)

c. Other Elementary/Secondary teachers with an interest in First Nations, Métis & Inuit Education

d. First Nations, Métis & Inuit Learning Coaches / Consultants

e. School Administrators

Replace the expression “Native Languages “with “Indigenous Languages” wherever the term occurs in the document.
6 3.2 Non-voting Associate members:

f. Elders, Parents and Community Members

g. Representatives of First Nations, Métis & Inuit Organizations

h. Representatives of Educational Organizations

i. Faculty Members of Universities or Colleges

3.2 4.2 Non-voting Associate members:

f. Elders, Parents and Community Members

g. Representatives of First Nations, Métis & Inuit Organizations

h. Representatives of Educational Organizations

i. Faculty Members of Universities or Colleges

renumbering
7 Endorsed by Constitutional Review Committee 3.3 Regional Volunteer Representatives for each region (Native Languages)

Regional Volunteer Representatives for each region (First Nations, Métis, Inuit Studies)
3.4 Community Partners and other stakeholders who may act as advisors to the Association

• Elders and Knowledge Keepers

• Faculties of Education

• University/College Native Studies Faculty

• OTF Curriculum Council

• Ministry of Education – Aboriginal Education Offices

• Regional, Provincial, National Indigenous organizations

• Community educators who work for First Nations, Métis & Inuit organizations such as the Métis Nation of Ontario, Chiefs of Ontario, etc.

3.3 4.3 Regional Volunteer  Appointed Representatives for each region (Native Languages),

Regional Volunteer Representatives for each region (First Nations, Métis, Inuit Studies)
3.4  4.4 Community Partners and other stakeholders who may act as advisors to the Association

• Elders and Knowledge Keepers

• Faculties of Education

• University/College Native Studies Faculty

• OTF Curriculum Council

• Ministry of Education – Aboriginal Education Offices

• Regional, Provincial, National Indigenous organizations

• Community educators who work for First Nations, Métis & Inuit organizations, such as the Métis Nation of Ontario, Chiefs of Ontario, etc.

All Board members are volunteers; these officers are appointed, not elected
8 Endorsed by Constitutional Review Committee 4.0 First Nation, Métis, Inuit Education Association of Ontario Council of Teachers
4.3 Membership of the Council:

The council of the FNMIEAO will be made up of both elected and appointed members. All positions are two year terms.

4.0  5.0 Directors and Officers of the First Nation, Métis, Inuit Education Association of Ontario Council of Teachers

4.3 Membership of the Council:

The council of FNMIEAO will be made up of both elected directors and appointed members officers.

All positions are two-year terms.

Language of Incorporation
We may use whatever language we wish to name the council members with positions of responsibilities
9 Endorsed by Constitutional Review Committee 4.1 Executive:

First Nations, Métis and Inuit Languages Co-Chair (elected)

Must be teaching a Native Language in a School Board or First Nations school (K-12)

First Nations, Métis and Inuit Studies Co-Chair (elected)

Must be teaching First Nations, Métis, and Inuit Studies in a School Board or First Nations school (9-12)

Past Chair (Ex officio)

Treasurer (elected)

Secretary (elected)

4.1  5.1 Executive Directors:
5.1.A First Nations, Métis and Inuit Languages Co-Chair (elected in school years that begin with an odd number) Must be teaching Native Language in School Board  or First Nations school (K-12)

5.1.B First Nations, Métis and Inuit Studies Co-Chair (elected in school years beginning with an even number)

Must be teaching First Nations, Métis and Inuit Studies in a School Board or First Nations school (9-12)
The Indigenous Language co-chair will be elected in odd-numbered years and the First Nations, Métis & Inuit Studies co-chair will be elected in even- numbered years.
5.2Past Chair (Ex officio)
5.3 Treasurer

(elected in school years beginning with odd numbers)

is responsible for preparing budgets, fiscal bookkeeping and reporting the income statement for the organization on an annual basis. The treasurer is also responsible for banking and is a co- the signor on the accounts. The treasurer is elected in odd-numbered years for two year term.
5.4Secretary

(elected in school years beginning with even numbers)

is responsible for keeping minutes and preparing agendas for both the AGM, and executive, and council meetings, and for keeping archives of important documentation for the organization. The Secretary will be elected in even-numbered years for a two year term.

using the corporate language “Directors”

Confusing language clarified

10 Endorsed by Constitutional Review Committee 5.5. Fiduciary Responsibility of Directors

A director will not be legally liable in certain circumstances if they acted with the care, diligence, and skill in which a reasonably careful person would have acted in similar circumstances

Added to meet Incorporation standards
Director’s Insurance is purchased
Endorsed by Constitutional Review Committee and the current Treasurer 4.3 (ii) Signing Officers of the Association:


The Signing officers of the Association include both Co-chairs and the Treasurer with at least two of them signing each financial document including cheques.

4.3 (ii) 5.6 Signing Officers Officer of the Association:


The Signing officers officer of the Association include both Co-chairs and  is the Treasurer, with at least two of them signing each who signs financial documents including cheques.

ONCA rules require only one signee. Most organizations have gone to one signee. (Currently, it is a challenge to arrange for new Chairs to become Signees because of the distance separating the parties involved.
11 Moved by Jen Palmer
Seconded by  
6 (iii) Financial Policies

  1. The Treasurer must be consulted as to the amounts of allocated budgets available prior to financial decision making.
  2. The Co-chairs are responsible for deciding how funds within the budget categories are spent.
  3. Any council member requesting funds exceeding $100 must request those funds from the Treasurer via email and cc. both Co-chairs in the email.
  4. Any council member requesting funds exceeding $500 must request those funds directly via the co-chairs by submitting a written proposal explaining the use of those funds and providing a breakdown of how those funds will be used.  The co-chairs will decide if those funds are to be allocated using the projected budget and the current funding available. They will notify both the council member and the Treasurer of their decision.  If the council member requesting funds is a co-chair, then the other co-chair and the Treasurer will make the decision.  
  5. The projected budget will guide the decision making and major changes to it must be discussed by the entire Executive.
(iii)  5.7

Financial Decisions

  1. The Treasurer must be consulted as to the amounts of allocated budgets available prior to financial decision making.

b.The Co-chairs are responsible for deciding how funds within the budget categories are spent.

c. Any council member requesting funds exceeding $100 must request those funds from the Treasurer via email and cc. both Co-chairs in the email.

d. Any council member requesting funds exceeding $500 must request those funds directly via the co-chairs by submitting a written proposal explaining the use of those funds and providing a breakdown of how those funds will be used.  The co-chairs will decide if those funds are to be allocated using the projected budget and the current funding available. They will notify both the council member and the Treasurer of their decision.  If the council member requesting funds is a co-chair, then the other co-chair and the Treasurer will make the decision.  

e.The projected budget will guide the decision making, and major changes to it must be discussed by the entire Executive.

Re order to place with Financial matters; re number; retitle

(this is a by-law not a policy)

12

13

14

Moved by Jen Palmer
Seconded by

Moved by Jen Palmer
Seconded by

Endorsed by Constitutional Review Committee

4.2 Volunteers to take on specific tasks:

  • Website contributors, website creator
  • Newsletter editors, writers, etc.
  • PD Committee (Chair of PD, conference team, etc.)
  • Membership Coordinator
  • Publications team
  • Post Secondary Liaison
  • Elementary Teachers’ Liaison
  • FNMI Board Contacts’ Liaison
  • Listserv Moderator
  • Twitter Moderator
  • Facebook Moderator
4.2 5.8 Volunteers Appointed Officers to take on specific tasks:

    • Website contributors, website creator
    • Newsletter editors, writers, etc.
    • PD Committee (Chair of PDP.D Co-ordinator), conference team, etc.)
    • Membership Coordinator
    • Publications team
    • Post Secondary Liaison
    • Elementary Teachers’ Liaison
    • FNMI Board Contacts’ Liaison
    • Listserv Moderator
    • Twitter Moderator
    • Facebook Moderator
    • FNMI Groups Liaison
  • Media Relations
These officers are appointed, not elected (all council positions are held by volunteers

To avoid confusing with the Co-Chairs

And be consistent with Membership coordinator

To ratify positions created by 2014 -2016 Council

15 3.4 Community Partners and other stakeholders who may act as advisors to the Association

• Elders and Knowledge Keepers

• Faculties of Education

• University/College Native Studies Faculty

• OTF Curriculum Council

• Ministry of Education – Aboriginal Education Offices

• Regional, Provincial, National Indigenous organizations

• Community educators who work for First Nations, Métis & Inuit organizations such as the Métis Nation of Ontario, Chiefs of Ontario, etc.

3.4 5.9 Community Partners and other stakeholders who may act as advisors to the Association

• Elders and Knowledge Keepers

• Faculties of Education

• University/College Native Studies Faculty

• OTF Curriculum Council

• Ministry of Education – Aboriginal Education Offices

• Regional, Provincial, National Indigenous organizations

• Community educators who work for First Nations, Métis & Inuit organizations, such as the Métis Nation of Ontario, Chiefs of Ontario, etc.

Renumbering
16 Endorsed by Constitutional Review Committee 5.10 Declaration of Conflict of Interest
A Director or officer who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. No such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.
A mandatory article of incorporation
17 Moved by  Jen Palmer
Seconded by
4.3 (iii) Election process:
A member of FNMIEAO may put forth his or her name for election to one of the four elected positions by:

a. contacting the Elections Officer in writing at least seven days prior to the AGM of their intent to run for a particular position, or

b. informing the Elections Officer on the first day of the AGM by the time announced by the Elections Officer at the opening session.


Each candidate will be given equivalent time to speak to the plenary at the AGM. Elections will be done during a two hour period on the second day of the AGM and the results will be announced on that day. Only paid voting members of NEAO may vote in the elections.

4.3  6.0 Election process:
A member of FNMIEAO may put forth his or her name for election to one of the four elected positions by:

a. contacting the Elections Officer in writing at least seven days prior to the AGM of their intent to run for a particular position, or

b. informing the Elections Officer on the first day of the AGM by the time announced by the Elections Officer at the opening session.


Each candidate will be given equivalent time to speak to the plenary at the AGM. Elections will be done during a two hour period on the second day of the will take place before the end of the AGM and the results will be announced on that day.

Only paid voting members of FNMIEAO may vote in the elections.

The elections officer, working with the AGM and Conference Co-ordinator should have flexibility to allot a sufficient voting period during, and before the end of the AGM. These details may be listed in the by-laws but are not required for the Articles

18 Moved by Jen Palmer
Seconded by
5.0 Meetings:

(i) The AGM will be held once each school year. Notice of the AGM must be sent to the membership of the NEAO at least 60 days ahead of the AGM. The AGM will combine Association business and professional development. The AGM will include elections, passing of projected budgets, and policy items such as constitutional amendments.

5.0 7.0 Meetings:

7.1 The AGM will be held once each school year. Notice of the AGM must be sent to the membership of the NEAO FNMIEAO at least 60  50 days ahead of the AGM. The AGM will combine Association business and professional development. The AGM will include elections, passing of projected budgets, and policy items such as constitutional by-law amendments. Council may amend  bylaws during the year, subject to the members’ approval.

Subject to the Act, not less than 10 and not more that 50 days

This criteria limits both the offering of professional development (especially Gatherings that focus on Traditional teachings) and the holding of AGM meetings            ( could be delayed because of job action, as has happened in the last two years)
The use of the term “policy items” is vague and by ONCA definition, inaccurate.

19 Moved by Jen Palmer (ii) The Executive will endeavor to meet in person or electronically at least two other times in a school year. In order to have quorum for decision-making by the Executive a minimum of four of five members of the Executive must be present in person or via proxy. All executive members must be notified by the co-chairs of an upcoming meeting with at least two weeks’ notice.


(iii) In order to fulfill their duties, Council members must notify the Secretary via email if they will not be attending a meeting, so that the minutes reflect the member’s regrets.

(ii) The Executive
7.2 The Council will endeavor to meet in person  at least four times  in a school year. Additional meetings may be held electronically as needed.  The Council may fix the place and time of regular Council meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.

7.3 The Directors will meet as required to meet fiduciary responsibilities.
In order to have quorum for decision-making by the Executive Directors, a minimum of four of five Directors must be present in person or via proxy. All Directors must be notified by the co-chairs of an upcoming meeting with at least two weeks’ notice. 7 days’ notice.


(iii) 7.3 In order to fulfill their duties, Council members must notify the Secretary via email if they will not be attending a meeting, so that the minutes reflect the member’s regrets.

There is no reference to the number of meetings that the council must hold; or the difference in purpose between executive meetings and council meetings
Although geography impedes face to face meetings, it is important that the council meet face-to-face to develop trust and respect that will aid in goal setting and decision making.
These four meetings include the AGM and Summer Retreat.

3.03 Notice

Notice of the time and place for the holding of a meeting of the Council shall be given to every Director of the Corporation not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting.   If a quorum of Directors is present, each newly elected or appointed Council may, without notice, set its first meeting immediately following the annual meeting of the Corporation and the first meeting should be held no later than 30 days after elections.

20 Moved by Jen Palmer
Seconded by
7.3   If a council member misses 3 consecutive meetings, one of the co-chairs will contact the member to discuss their ability to remain on council and commit to future meetings.   All Council members are volunteers. All have agreed to take the elected or appointed position. If a serious matter interferes with the members ability to fulfill their commitment then they need to inform council.
21 Moved by Jodie Williams

Seconded by  Jen Palmer

6. (ii) Quorum

Motions may only be discussed when a quorum of 50% of council members are present.

Should consensus not be reached, then a vote of 50% +1 in favour will be required to pass the motion

6 (ii) 7. 4 Quorum

Motions may only be discussed when a quorum of 50% of current council members are present.

Should consensus not be reached, then a vote of 50% +1 in favour will be required to pass the motion

22 Moved by Jen Palmer
Seconded by
6.0 Policies

(i) Policies are presented by the council. Policies may be discussed at the AGM ahead of council meetings. Policies may be created and/or amended throughout the year.

All motions must be submitted to council in writing.

Remove to by-laws
23 Moved by Jen Palmer
Seconded by
(iv) Removal from Executive positions:

If an Executive member’s behavior is considered detrimental to the goals of the FNMIEAO a meeting of the Executive may be called to determine whether the member needs to be sanctioned and/or removed from the Executive. At least two weeks prior to the meeting, notification must be sent to the Executive member and all others members of the Executive.
Ideally, a talking circle will be convened to ensure that all who need to speak to the issue are heard. If a decision cannot be made in a consensual way, then a vote of at least of the Executive members present at that special meeting will be needed to remove a person from the Executive.
Members who no longer are able to fulfill their duties may also resign from their position by giving written notice to the co-chairs. Any vacant positions may be filled by appointing  a member to the vacant position until the elections at the next AGM. This is done by a simple majority of Executive members at a meeting.

(iv) Removal from Executive positions:
5.11  Removal of Directors and Officers

If a n Executive Council member’s behaviour is considered detrimental to the goals of the FNMIEAO, a meeting of the Executive   Directors may be called to determine whether the member needs to be sanctioned and/or removed from the Executive Council. At least two weeks prior to the meeting, notification must be sent to the Executive Council member and all others members of the Executive Council.
Ideally, a talking circle will be convened to ensure that all who need to speak to the issue are heard. If a decision cannot be made in a consensual way, then a vote of at least of the Executive Directors (Council members) present at that special meeting will be needed to remove a person from the Council.
Members who no longer are able to fulfill their duties may also resign from their position by giving written notice to the co-chairs.
Any vacant Director’s positions may be filled by appointing a member to the vacant position until the elections at the next AGM. This is done by a simple majority of Executive Council members at a meeting.

Both Directors and Appointed Council members are accountable for any detrimental behaviour

Because of the limited number of Directors, it would be helpful for Officers to contribute to the decision to censure or remove a Director or Officer

24 Moved by  Jen Palmer
Seconded by
(v) Amendments to the Constitution:

Amendments to the Constitution can only be made at the AGM. All proposed amendments to the Constitution must be seconded by another member. The proposed amendment must be presented in writing to the co-chairs of FNMIEAO by a specified time on the first day of the AGM. All proposed amendments will be posted by the co-chairs by the end of the first day of the AGM. Proposed amendments will be considered by the Membership on the second day of the AGM and will require a vote of ⅔ of the attending membership in order to be passed.

v) Amendments to the Constitution:
8. Amendments to the Articles and By-laws
Amendments to the Constitution Articles and By-laws can only be made at the AGM. All proposed amendments to the Constitution  Articles and By-laws must be seconded by another member.
Proposed amendments to the Articles of FNMIEAO must be made known to the members at least 21 days before the AGM.

Proposed amendments to by-laws must be presented in writing to the co-chairs of FNMIEAO by a specified time on the first day of the at the AGM. All proposed amendments will be posted by the co-chairs by the end of the first day of the AGM. Proposed amendments will be considered by the Membership on the second day of the  during the AGM and will require a vote of ⅔ of the attending membership in order to be passed.

Changing the Articles of an organization is a serious matter and an expensive endeavour.  Articles are published with the Director of Ontario Corporations and a fee is paid whenever changes are made.

The details of the timing and posting of proposed amendments to by-laws  or are a matter for by-laws or policies and not articles of incorporation.  


One thought on “Proposed Amendments for Pre-AGM discussion – add your say in this blog

  1. Hi Great conference and you are all amazing! Had fun and met some great people! Just sending you the PPT and resources we handed out at our session! Nancy

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