Proposed STAO / APSO By-Law Updates

Introduction to Proposed By-Law Amendments

A number of the sections in STAO’s bylaws require revision to clarify their intent or to reflect current practice.  These revisions will:

  • A) Modify the Introduction to reflect STAO’s new purpose, mission, vision, and values (Introduction to the By-Laws)
  • B) Clarify the election process for executive ladder positions (section 3.02)
  • C) Add a reference to the position of Executive Director to be appointed by the Board (new section 3.05)
  • D) Delete the Board’s responsibility to appoint the Management Committee (section 3.06)
  • E) Introduce a requirement for 20 members to propose a motion for inclusion on the agenda of the AGM or any special meeting (section 4.03)
  • F) Allow for electronic voting for Directors and motions within 30 days prior to any meeting, with the results to be presented at the meeting (section 4.06)
  • G) Position Description of the Secretary – remove requirement to attend meetings of Board Committees

The specific changes are shown below, with the original version and the proposed changes.


A) Amendments to “Introduction to the By-Laws”

This revised wording incorporates the work the Board and Management undertook in our Value Proposition exercises:

Original 1:

The objectives of STAO/APSO are to stimulate and improve the teaching of science in Ontario, to coordinate the activities of its members, and to disseminate information related to science teaching to said members.

Proposed Update 1:

The purpose of STAO/APSO is to empower educators so that all students can be successful in our contemporary world

Original 2:

The mission statement for STAO/APSO is “to encourage excellence in science education through leadership and service”.

Proposed Update 2:

The mission statement for STAO/APSO is to build an empowered community of educators pursuing excellence for all in science and STEM learning.

Original 3:

The vision for STAO/APSO is to be the leading voice in the advancement of science education in Ontario.

Proposed Update 3:

The vision for STAO/APSO is science literacy and STEM skills for a sustainable and thriving society.

Original 4:

STAO/APSO adheres to the following values: accountability, excellence, inclusiveness, innovation, integrity, respect, responsibility, teamwork.

Proposed Update 4:

STAO/APSO adheres to the following values: excellence, inclusion, collaboration, accountability, and innovation.


B) Section 3.02 Election and Term

These changes are intended to clarify the election process for the executive ladder positions.

Original 5:

Officers and Directors of the Board of Directors shall be elected by the Members, except for the President and Past-President, who shall assume office at the end of the term of office of the President-Elect and President respectively. The term of office of the President, Past-President, President-Elect and Vice-President shall be one year; the term for all other Officers and Directors shall be three years. Directors may serve for up to two consecutive terms. After a period of one year, a Director may stand for election to subsequent term(s).

Proposed Update 5:

Officers and Directors of the Board of Directors shall be elected by the Members, except for the President Elect, President, and Past President. Those three Officers would assume office for one-year terms following their terms, respectively, as Vice-President, President-Elect, and President. The Vice-President would be elected by the Members for a four-year term as an Officer with automatic progression through the other executive positions, serving one-year terms, consecutively, as President-Elect, President, and Past-President. All other Directors may serve for up to two consecutive terms of three years. After a period of one year, a Director may stand for election to a subsequent term or terms.


C) Section 3.05 Executive Director

There is currently no mention of the Executive Director in the By-Laws.  The following would be added:

Proposed Update 6:

3.05 Executive Director

The Board of Directors shall appoint an Executive Director who will report to the Board and be responsible for the management of the Corporation. The Executive Director is a non-voting member of all Board Committees.

Note: Since this is a new section being inserted:

  • existing section 3.05 would be renumbered to section 3.06
  • existing section 3.06 would be renumbered to section 3.07

D) Section 3.06 Board Committees

Under our Organization’s setup this is no longer needed:

Original 7:

2. The Board shall appoint a Management Committee for the Corporation, which shall be made up of a minimum of two members; and

Proposed Update 7:

No replacement text.  This item would be deleted.  No other changes in section 3.06.


E) Section 4.03 Notice

This new provision is intended to prevent a motion being proposed merely to sow division or to promote a personal cause:

Proposed Update 8:

2. A Member may propose a motion for inclusion on the agenda of an annual meeting or any special meeting if notice is given to the Secretary at least 10 days prior to the issuing of the agenda for the meeting and if the proposal has the consent of at least 20 Members.

Note: This is a new sub-section being inserted; it is not replacing any existing text.


F) Section 4.06 Voting of Members

This new provision will allow for electronic voting as has been our practice:

Proposed Update 9:

2.  Within 30 days prior to any meeting of Members, including the Annual General Meeting, the Board may decide and advise Members that there will be electronic voting for Directors standing for election and for any special motions brought forward for consideration, with the results to be presented to the meeting for the record.

Note:  This is a new sub-section being inserted; it is not replacing any existing text.


G) Schedule C — Position Description of the Secretary

Updating to remove the requirement the Secretary of the Board to attend all Board Committee meetings:

Original 10:

Attend all meetings of the Corporation, the Board and Board Committees.

Proposed Update 10:

Attend all meetings of the Corporation and the Board.


 

The above are the proposed amendments to the by-laws for your review and vote.  The same changes can be see in red-lined format within the actual by-laws by clicking here.

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