Lori Lukinuk Posted October 27, 2017 at 07:24 PM Report Share Posted October 27, 2017 at 07:24 PM Within the bylaws of a school board, Article I - Name, it is stated that the name of the organization is XYZ School Board, hereafter referred to as the Board. This is the corporate legal name. Within that organization is the elected school board. The bylaws are specific to the elected school board and how they function. How does one differentiate within the bylaws between the Board as the corporate name and the Board as the elected Board? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted October 27, 2017 at 07:36 PM Report Share Posted October 27, 2017 at 07:36 PM 7 minutes ago, Lori said: Within the bylaws of a school board, Article I - Name, it is stated that the name of the organization is XYZ School Board, hereafter referred to as the Board. This is the corporate legal name. Within that organization is the elected school board. The bylaws are specific to the elected school board and how they function. How does one differentiate within the bylaws between the Board as the corporate name and the Board as the elected Board? As best I can determine from what you have posted, the XYZ School Board and the elected school board are one and the same thing. A single entity, perhaps referred to in different ways. Quote Link to comment Share on other sites More sharing options...
Lori Lukinuk Posted October 27, 2017 at 07:45 PM Author Report Share Posted October 27, 2017 at 07:45 PM No they are most definitely not the same thing. To be more clear the corporate name would be XYZ District School Board (XYZDSB). This entity would encompass all employees, students, the elected school board, property. Whatever is specific to that district related to XYZDSB. The elected "Board" is the governing body that oversees student achievement and well-being, deliver of effective and sustainable educational programs, and ensures responsible stewardship of the Board’s resources. One is the corporate name, all encompassing, and the other is the governing body only. Quote Link to comment Share on other sites More sharing options...
Lori Lukinuk Posted October 27, 2017 at 07:48 PM Author Report Share Posted October 27, 2017 at 07:48 PM My issue is that within the bylaws the term "the Board" is used repeatedly and it is often not clear whether the clause is referring to the Board as the corporation or the elected board. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 27, 2017 at 07:54 PM Report Share Posted October 27, 2017 at 07:54 PM I'm still thinking that they are the same thing. The Board is the elected body. As a body, it owns buildings, employs faculty and staff, enrolls students, sets curriculum, manages its legal affairs, and so forth. The employees of any corporation are not considered to be the corporation. Quote Link to comment Share on other sites More sharing options...
jstackpo Posted October 27, 2017 at 08:00 PM Report Share Posted October 27, 2017 at 08:00 PM Does the Canadian corporate law differ from US law on the definition of a Board? Quote Link to comment Share on other sites More sharing options...
Lori Lukinuk Posted October 27, 2017 at 08:26 PM Author Report Share Posted October 27, 2017 at 08:26 PM According to the education act in Ontario the only person the elected school board hires is the Director of Education. The elected school board is not allowed to delve into the operations of the corporate body. Interestingly the curriculum across Ontario is standardized so that every student across the province is receiving exactly the same curriculum. It is developed provincially. The Canadian school system most definitely differs from the US. Not sure, but I suspect, the Canadian corporate law does differ from the US law on the definition of a Board, at least as it pertains to school boards. Was hoping to not have to do research into the legal aspects. I likely need a Canadian parliamentarian who has expertise in the legal aspects of corporate law. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted October 27, 2017 at 09:15 PM Report Share Posted October 27, 2017 at 09:15 PM 47 minutes ago, Lori said: I likely need a Canadian parliamentarian who has expertise in the legal aspects of corporate law. It's much more likely that you need a Canadian lawyer. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 27, 2017 at 10:34 PM Report Share Posted October 27, 2017 at 10:34 PM 2 hours ago, Lori said: My issue is that within the bylaws the term "the Board" is used repeatedly and it is often not clear whether the clause is referring to the Board as the corporation or the elected board. Why not use “the corporation” when referring to the corporation as a whole? That would seem to resolve the issue. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted October 27, 2017 at 11:03 PM Report Share Posted October 27, 2017 at 11:03 PM 3 hours ago, Lori said: My issue is that within the bylaws the term "the Board" is used repeatedly and it is often not clear whether the clause is referring to the Board as the corporation or the elected board. Perhaps if you quoted an example from the bylaws it would help to determine if the difference is substantial or not. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted October 27, 2017 at 11:25 PM Report Share Posted October 27, 2017 at 11:25 PM So you have an incorporated entity, whose name is XYZ School Board, and it has a board? I disagree with my colleagues who keep asserting they are the same thing (at least on the facts given). Organizations are distinct from their boards, and simply having the word Board in the same of the larger organization doesn't change that. (Note: I see that the original post doesn't say that it is, in fact, incorporated, but later posts refer to it as a corporation. If it is not incorporated, my suggestion would be to change the name of the larger organization so that it is not called a board. That's not as easy, though, if it is incorporated.) I would think the solution here is to change one or the other in the bylaws. If it's incorporated, I'd call the governing (elected) board something else, such as the Directors. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 28, 2017 at 03:37 AM Report Share Posted October 28, 2017 at 03:37 AM 7 hours ago, Lori said: According to the education act in Ontario the only person the elected school board hires is the Director of Education. The elected school board is not allowed to delve into the operations of the corporate body. Interestingly the curriculum across Ontario is standardized so that every student across the province is receiving exactly the same curriculum. It is developed provincially. The Canadian school system most definitely differs from the US. Not sure, but I suspect, the Canadian corporate law does differ from the US law on the definition of a Board, at least as it pertains to school boards. Was hoping to not have to do research into the legal aspects. I likely need a Canadian parliamentarian who has expertise in the legal aspects of corporate law. It's not that much different in the U.S., when it comes to hiring. I'm familiar with New Jersey in particular, and the Board hires only one person, the Superintendent of Schools (a.k.a. Chief School Officer). It also only evaluates that one person's performance. But it is still said to employ all the faculty and staff, and it negotiates with the majority rep (union) for each bargaining unit. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted October 28, 2017 at 12:21 PM Report Share Posted October 28, 2017 at 12:21 PM 16 hours ago, Lori said: My issue is that within the bylaws the term "the Board" is used repeatedly and it is often not clear whether the clause is referring to the Board as the corporation or the elected board. But Lori, you've told that Article I of this board's bylaws states that the name of the board is the "XYZ District School Board" (or "XYZ School Board"), and that this Article also states that, within the bylaws, this entity is referred to as the "Board". This seems clear enough to me. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted October 28, 2017 at 02:36 PM Report Share Posted October 28, 2017 at 02:36 PM 2 hours ago, Daniel H. Honemann said: But Lori, you've told that Article I of this board's bylaws states that the name of the board is the "XYZ District School Board" (or "XYZ School Board"), and that this Article also states that, within the bylaws, this entity is referred to as the "Board". This seems clear enough to me. I guess that's a subjective question, but I can't even follow this short paragraph, so I share the concern that it's not particularly clear. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted October 28, 2017 at 02:58 PM Report Share Posted October 28, 2017 at 02:58 PM But at least it's clear that the bylaws tell us that when reference is made in the bylaws to the "Board", the reference is to the "XYZ District School Board". Quote Link to comment Share on other sites More sharing options...
Rev Ed Posted October 28, 2017 at 03:47 PM Report Share Posted October 28, 2017 at 03:47 PM I think I might be able to help here - at least a bit (Dan is correct, the best advise would be from a lawyer on this issue), but I do believe that "The Board" and "The School Board" are the same thing here. I know in Ontario, the Ministry of Education makes most of the decisions regarding education and it's essentially up to each school board to decide how to implement those decisions, within specific frameworks. Here is some information that may be of help to you: http://cge.ontarioschooltrustees.org/en/the-role-of-school-board-trustees.html Quote Link to comment Share on other sites More sharing options...
Lori Lukinuk Posted October 30, 2017 at 01:56 AM Author Report Share Posted October 30, 2017 at 01:56 AM Sigh... I was a school board trustee for 11 years and I was also the 1st VP of the Ontario Public School Boards Association, which helped create those guidelines with the Ontario Education Services Corporations. This is not as simple as it seems and has been an ongoing discussion around every board table in the province. I am working with a board presently on their bylaw revision. This is a question that has come up and they are looking to define it clearly. It seems to me that the Board of Trustees is the XYZ District School Board, but through legislation they only have authority over certain aspects with much of the authority given to the only person they hire which is the Director of Education. Thanks for all the comments. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 30, 2017 at 03:03 AM Report Share Posted October 30, 2017 at 03:03 AM (edited) It seems to me that some kind of distinction is in order for your governing board. it is probably much easier to leave the name of the organization as it is, but to amend them to give a distinctive name to the governing board, such as officially referring to it as the Board of Trustees,. Board of Directors, or Executive Board. Or Board of Governors. And then consistently use the correct term whenever referring to that board. Edited October 30, 2017 at 03:05 AM by Richard Brown Added one term. Quote Link to comment Share on other sites More sharing options...
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