GI Policy Governance® Manual

Policy Governance® Manual

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Policy Governance® Manual

As Approved by the Society Board of Directors (completed October 27, 2022) _________________________ Fr. Robert Bengry, Chair The Gilbertine Institute of Catholic Studies

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Table of Contents 4 Foundational Statement 5 Ends Policies 5 E1.

To provide opportunities for authentic Catholic education for students in K-12 in the province of Alberta

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E1A.

Institutions

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E1B.

Student Outcomes

6 Executive Limitations Policies 6

EL1.

General Executive Constraint

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EL2.

Community Treatment

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EL3.

Staff Treatment

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EL4.

Financial Planning and Budgeting

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EL5.

Financial Conditions and Activities

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EL6.

Asset Protection

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EL7.

Conflict of Interest

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EL8.

Communication & Support to the Society Board

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EL9.

Emergency Executive Succession

10 Governance Process Policies 10

GP1.

Global Governance Commitment

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GP2.

Governance Style

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GP3.

Job Description of the Society Board

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GP4.

Society Board Annual Schedule

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GP5.

Conflicts of Interest for Society Board Members

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GP6.

Code of Conduct for Society Board Members

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GP7.

Role of Chief Governance Officer (CGO)

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GP8.

Society Board Committees

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GP9.

Board Recruitment & Appointment

16 Society Board – Management Delegation Policies 16

BMD1.

Global Governance-Management Connection

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BMD2.

Unity of Control

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BMD3.

Accountability of Head of School

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BMD4.

Delegation to Head of School

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BMD5.

Communication & Support to Head of School

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BMD2e. Monitoring of Head of School’ Performance

19 Appendices 19

A1.

Policy Governance®

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A2.

Code of Conduct Hearing Procedures

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A3.

Dispute Resolution & Appeals to the Society Board

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Foundational Statement The Gilbertine Institute of Catholic Studies (The “Gilbertine Institute” or “Institute”) is a school authority under the Education Act of Alberta with a vision of facilitating a wide variety of educational endeavours that acknowledge parents as the primary educators of their children. Should any conflict arise between this document and The Gilbertine Institute’s bylaws, the bylaws prevail. This document is a complete policy and governance code for The Gilbertine Institute and expresses its vision, mission, values, and philosophy.

The Society Board of Directors of The Gilbertine Institute (the “Society Board”) has adopted the Policy Governance® Model as its governance system. This governance system has enhanced many organizations’ performance over the past three decades.

Many public and private schools have adopted it to fulfill their vision and mission.

The Society Board will use the ten (10) principles (Principles of Policy Governance - Govern for Impact) as a framework or operating system to guide the governance of The Gilbertine Institute (See Appendix – Policy Governance)

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Ends Policies First Approval Date: April 29, 2021 Review and Amendment Dates: March 10, 2022 The Gilbertine Institute succeeds if it achieves its Ends. The following Ends policies guide and direct The Gilbertine Institute and set out the Institute’s desired benefits, the beneficiaries, and the cost to achieve these results. They are not a detailed description of specific activities, programs, or services that the Institute provides to achieve its Ends. Ends are a delegation tool and not a slogan or marketing tool. The wishes of the legal and moral owners of The Gilbertine Institute, who are a class of stakeholders, have informed the following Ends policies. Through its Ends policies, the Society Board of Directors will act as the wise and informed voice of its moral and legal owners.

E1. To provide opportunities for authentic Catholic education for students in K-12 in the province of Alberta.

1. “Authentic” is defined by the magisterial teachings of the Church and includes, in particular: a. A pursuit of truth, goodness and beauty as objective realities; b. Commitment to a life of virtue; and c. Defence of parents’ primary rights to fulfill their obligations to educate their children.

E1A. Institutions 1.

The ends of the Institute will be chiefly fulfilled through: a. The establishment and operation of parish-based schools on the model of Holy House and the Gilbertine Academy, that are classical, affordable, fiscally responsible and financially viable based on available government funding, tuition and donations;

as educators to the greatest extent possible in Alberta; and c. At the discretion of the Institute’s Board, the exploration of other models of education aligned with the Institute’s overarching vision and do not compromise the viability of the Institute’s schools or WISDOM Homeschooling.

E1B. Student Outcomes 1. The Institute seeks to develop free, rational and virtuous students who possess: a. A reverence for truth, desire for goodness, and delight in beauty; b. The ability to co-operate with God’s plan for their salvation and the salvation of others, while pursuing their chosen vocations and meaningful contribution to society; and c. The knowledge, skills and attitudes provided through a “basic education” as set out in the Schedule to the Home Education Regulation, Alta Reg 89/2019.

b. The operation of WISDOM Homeschooling, which secures the conditions necessary for parents to exercise their responsibilities toward their children 5

Executive Limitations Policies First Approval Date: October 28, 2021 Review and Amendment Dates: The role of the Head of School is to manage the Institute’s day-to-day operations as its chief executive officer and support the Society Board’s governance through strategic planning and monitoring.

The Board establishes the boundaries of acceptability within which the Institute’s methods and activities can be responsibly left to the discretion of the Head of School. These limiting policies apply to means rather than ends. enable staff to responsibly and joyfully perform their EL1. General Executive Constraint jobs and work in an environment of professional courtesy and support; The Head of School shall not cause or allow any practice, activity, decision, or organizational circumstance that is 2. Operate without a written Administrative Policies unlawful, unethical, unsafe or contrary to Board policy. manual setting out clear administrative rules and procedures for the Institute’s staff; EL2. Community Treatment Concerning interactions with students, parents, stakeholders, and volunteers (the “Community”), the Head of School shall not: 1. permit an organizational culture that treats Community members with disrespect or a lack of dignity; 2. fail to inform parents or guardians of the Institute’s students of anticipated changes to the Institute’s educational programmes that will significantly impact the educational pathways available to students; or 3. use methods of collecting, reviewing, transmitting, or storing student and parent information that fail to protect against improper access to the material.

EL3. Staff Treatment Concerning treatment of the Institute’s staff, the Head of School shall not: 1. Permit an organizational culture that does not 6

3. Allow the Institute’s staff to be treated in a manner that could be reasonably perceived as demonstrating favoritism, preferential treatment or a conflict of interest; 4. Fail to make any mandatory background inquiries or checks prior to hiring paid staff or utilizing the services of volunteers; 5. Allow staff to be unprepared to deal with emergencies; 6. Use methods of collecting, reviewing, transmitting or storing staff information that fail to protect against improper access to the material; or 7. Compensate the Institute’s staff in a manner that deviates materially from fair market value and Catholic social teaching.

EL4. Financial Planning and Budgeting Budgeting any fiscal year or the remaining part of any fiscal year shall not deviate materially from the expected revenues, risk fiscal jeopardy or fail to be derived from

a multi-year plan. The Head of School shall not allow budgeting to:

upon prudent judgment and sound financial practice, including:

1. Omit credible projection of revenue and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions; or

a. Precaution against conflict of interest (as set out further in EL7 below);

2. Risk incurring those situations or conditions described as unacceptable by Alberta Education, the Canada Revenue Agency or Board policy EL5 “Financial Conditions and Activities”.

EL5. Financial Conditions & Activities Concerning the actual, ongoing financial condition and activities of the Institute, the Head of School shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from the approved budget without Board approval. Specifically, the Head of School shall not: 1. Expend more funds than have been received in the fiscal year unless revenues are made available through other legal means; 2.

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b. Comparative prices based on items of similar quality; c. Balance between long-term quality and cost; 8. Receive, process or disburse funds under controls that are insufficient under generally accepted accounting principles; 9. Fail to keep complete and accurate financial records by funds and accounts in accordance with generally accepted accounting principles; or 10. Fail to publish a financial condition statement quarterly.

EL6. Asset Protection

The Head of School shall not allow assets to be Indebt the Institute or create obligations over a unprotected, inadequately maintained, inappropriately longer term than revenues can be safely projected; used or unnecessarily risked. Specifically, the Head of School shall not: Fail to maintain an unrestricted reserve fund of at 1. Fail to insure adequately against theft, casualty and least 5% of the Institute’s budgeted revenue for the liability losses for the Institute, the Society Board, fiscal year; or any staff; Fail to settle payroll, debts, leases, contracts, and 2. Allow personnel other than signing authorities to other accounts payable promptly; access material amounts of funds; Allow tax payments or other government-ordered 3. Allow disbursements to be paid by cheque without payments or filings to be overdue or inaccurately two authorized signatures, where required by the filed; Institute’s bank or policy; Fail to pursue receivables after a reasonable grace 4. Unnecessarily expose the Institute, the Society period; Board, or any staff to claims of liability; Fail to ensure that any purchase or lease is based 5. Fail to protect intellectual property, information 7

and files from loss or significant damage;

activities of the Institute and to determine whether an actual or potential conflict of interest exists.

6. Receive, process, or disburse funds under controls insufficient to meet the Society Board-appointed The Head of School shall not engage in any activity that may reasonably raise concerns about a real or apparent auditor’s standards; conflict of interest without approval from the Society 7. Acquire, encumber or dispose of real property; Board. For greater certainty, this includes: 8. Compromise the Institute’s public image or credibility in a manner contrary to the Institute’s bylaws or Ends policies; or 9. Change the Institute’s name, change the names of its operating entities, or substantially alter its identity with the Community.

EL7. Conflict of Interest The Head of School shall not perform his/her duties or arrange his/her personal affairs in such a manner that confidence and trust in the integrity of the Institute is jeopardized. This includes avoiding real and apparent conflicts of interest.

1. Entering into an employment agreement between the Institute and a relative; 2. Providing compensation from the Institute to a relative in a manner that does not accord with the Institute’s “Terms and Conditions of Employment Regulation”; 3. Entering into a contract for the Institute to acquire goods or services from a relative or related organization; or 4. Entering into a lease agreement between the Institute and a relative or related organization.

A conflict of interest will generally not arise in the “Relative” is defined for the purpose of this policy as a following situations: spouse, parent, brother, sister, son, daughter, son-in-law 1. Where the interest is so remote or insignificant or daughter-in-law of the Head of School. that it cannot reasonably be regarded as likely to influence the Head of School; or “Related organization” is defined for the purpose of this policy as a corporation, society or association in which the 2. Where the issue is one in common with other moral Head of School or his/her relative has a direct or indirect owners or stakeholders of the Institute, such as Staff financial interest. or parents of the Institute’s students.

A conflict of interest arises where the Head of School is or may be seen to be advancing his/her own interests EL8. Communication & Support to the or the interests of a relative or related organization in a Society Board manner that is detrimental to the integrity or interests of the Institute.

The Head of School shall not fail to appropriately inform and support the Society Board in its work. Accordingly, Duty to disclose: The Head of School must disclose any the Head of School shall not: real or potential conflict of interest to the Society Board.

Disclosure of such interests allows the Society Board to 1. Fail to inform the Society Board of significant issues related to the ongoing operation of the Institute; evaluate their impact on the purposes, programs and 8

2. Fail to inform the Society Board of developments that could significantly impact the Institute, including substantial changes to the Institute’s educational programs, substantial changes to legal or regulatory requirements, or events or decisions that could jeopardize the stability of the Institute;

Evangelist Catholic Church (the “Parish”) with the Parish priest, including any possible disruption of Mass or other Parish activities.

EL9. Emergency Executive Succession

To protect The Gilbertine Institute from the sudden loss of services of the Head of School or the members of the Executive Team, the Head of School shall not operate without having one other staff member sufficiently familiar with the Institute’s operations and processes to enable them to take over with reasonable proficiency as 4. Operate without a written three-year (minimum) an interim successor.

Strategic Plan, a draft of which will be provided and updated for the Society Board by May 1 each year; 3. Neglect to submit required monitoring data in a timely, accurate and comprehensible fashion, directly addressing provisions of Board policies being monitored and justifying the Head of School’s interpretation;

5. Fail to advise the Society Board if, in the Head of School’s opinion, the Society Board is not in compliance with its policies on Governance Process and Society Board-Management Delegation, particularly in the case of Society Board behaviour, which is detrimental to the working relationship between the Society Board and the Head of School; 6. Fail to notify the Society Board of any significant incidental information it requires, including anticipated media coverage, threatened or pending lawsuits, and material changes, either internal or external; 7. Fail to provide the Society Board with a workable mechanism for official communications between the Society Board and the Executive Team; 8. Deal with the Society Board in a way that favours or privileges individual Society Board directors over others, except when: a. Fulfilling individual requests for information or b. Responding to officers or committees duly charged by the Society Board; 9. Fail to discuss aspects of the Institute’s operations that could impact the operation of St. John the 9

Governance Process Policies First Approval Date: September 22, 2022 Review and Amendment Dates: The following policies describe how the Society Board will operate, define its job, achieve results, manage its practices, delegate its authority, and discipline itself.

GP1. Global Governance Commitment The Society Board of Directors is committed to ensuring that The Gilbertine Institute: 1. Achieves its ends (i.e., the “do good” principle).

2. Avoids unacceptable means as specified in the Executive Limitations policies (i.e., the “avoid evil” principle.

GP2. Governance Style The Society Board will govern lawfully with an emphasis on an outward vision of the Institute’s future, strategic leadership and long-range planning. It will also emphasize collective decision-making, a diversity of viewpoints and a clear distinction between the roles of the Society Board and the Head of School. Accordingly: 1. The Society Board will cultivate a sense of group responsibility for excellence in governance. The Society Board will be an initiator of policy based on input from the Institute’s moral and legal owners and other stakeholders. The Society Board will use individual directors’ expertise to enhance its ability to govern as a body rather than allow the Society Board to become a forum for respective directors to pursue personal agendas.

term impacts of the organization and not on the operational means of attaining those objectives.

3. The Society Board will enforce upon itself whatever discipline is needed to govern with excellence.

Discipline will apply to attendance, preparation, policy-making principles, respect for assigned roles, and governance capability continuity.

4. Continual Society Board development will include orientation of new directors in the Society Board’s governance process and periodic discussions of process improvement.

5. The Society Board will monitor and discuss its processes and performance regularly. Selfmonitoring will include comparing its activity and discipline to Governance Process and Society Board - Management Delegation policies.

GP3. Job Description of the Society Board

The Society Board’s job is to govern The Gilbertine Institute and translate its owners’ wishes into organizational performance. The Gilbertine Institute is a not-for-profit society under the Societies Act (#5022098643) and a school authority (A.0363) under the Education Act. It also operates an accredited funded private school (S.2338) 2. The Society Board will direct, control, and inspire and supervises home education programs. Specifically, the the organization by carefully establishing broad Society Board’s has three primary functions: written policies reflecting the Institute’s desired 1. Ownership Linkage. The Society Board comprised ends and undesired means. The Society Board’s of the legal owners will create and execute a plan to primary policy focus will be on the intended long10

engage in a two-way dialogue with The Gilbertine Institute’s moral owners to inform the creation of Ends policies rather than inform operational means such as programs and services. The Society will also seek information from the Head of School. The prime moral owners of The Gilbertine Institute are: a. The Parish Priest, as local representative of the Bishop of the Ordinariate of the Chair of St. Peter (the “Bishop”), represents God as the ultimate moral owner of the Institute, and the congregation of St. John the Evangelist Catholic Church, and the Companions of St. Gilbert of Sempringham as moral owners. b. Ad hoc and standing parent committees will represent those parents of students enrolled with The Gilbertine Institute who are moral owners. Home education facilitators will also provide feedback from parents. c. The Head of School represents those staff of The Gilbertine Institute who are moral owners by virtue of their demonstrated commitment to the ends if the Institute.

2. Policy Development. The Society Board will create and maintain a Policy Governance® Manual that includes all written governance policies that realistically address the broadest level of organizational decisions and situations, including: a. Ends: Organizational impacts, products, effects, benefits, outcomes, recipients, beneficiaries, impacted groups, and their relative worth in cost or priority. The creation and ongoing assessment of Ends policies are among the highest priorities for the Society Board.

activity and decisions must occur. c. Governance Process: Specification of how the Society Board conceives, carries out and monitors its tasks. d. Society Board – Management Delegation: The delegation of power, its proper use monitored; the description of the Head of School’s role, authority, and accountability.

3. Assurance of Organizational Performance. The Society Board will rigorously monitor the Head of School’s compliance with its Ends and Executive Limitations policies.

4. The Society Board is also responsible for specific administrative tasks outlined in the bylaws, such as maintaining a corporate minute book, filing the Institute’s annual returns, recruiting and hiring/ appointing the Head of School, periodic bylaw amendments and any other action required by legislation or Alberta Education requirements.

5. The Society Board’s responsibilities generally do not include, unless requested by the Head of School: a. Helping or advising staff; b. Public relations or general advocacy except to seek input from owners to inform Ends policies or other ceremonial-type functions such as welcome letters or attendance or addresses at public events; and c. Fundraising activities coordinated under the Institute’s Support Development Program.

GP4. Society Board Annual Schedule

The Society Board will follow an annual schedule that b. Executive Limitations: Constraints on completes an assessment of the Policy Governance® Manual executive authority that establish the and continually improves Society Board performance boundaries within which all organizational through education, enriched input and deliberation.

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Notes to Annual Schedule:

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1. Reports referred to below will be emailed to the Society Board at least 2 days prior to any Board • meeting.

2. At the end of each report and/or meeting, the Society Board will note aspects that are non-compliant with Board policy and work with the Head of School to develop corrective actions and timelines.

Review report on actual and expected enrolment for current year Review staffing report based on actual and expected enrolment for current year

October •

Review report on actual enrolment for current year

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Review staffing report based on actual enrolment for current year

3. At the end of each report and/or meeting, the Board will note any policies that need updating to create • clear guidance for the Head of School and Board.

4. The Board expects that all reports will refer to compliance or non-compliance with Board policy • and previous action plans and timelines.

If required due to material difference between actual and projected enrollment, review draft budget revisions based on actual enrollment and staffing Review previous year’s academic results and provide input into the draft Annual Education Results Review report

5. Monthly financial reports are monitored by the Board-appointed Finance Monitor on a monthly November basis while more in depth quarterly finance reports • Review and approve Audited Financial Statements are reviewed by the Board as a whole.

Annual Schedule:

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The Society Board will follow an annual schedule that • includes the following: August •

Review Preparedness Report for coming school year (submitted by Head of School)

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Schedule Society Board meetings for coming school year (Board Chair or delegate)

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Schedule annual Board retreat on a Saturday in upcoming February, if possible (Board Chair or delegate)

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Submit Annual Society Return to the Companies Branch (Board Chair or delegate)

September •

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Review unaudited Q4 report for previous fiscal year based on pre-audit numbers

Review and approve the Annual Education Results Review report If required due to material difference between actual and projected enrollment, review and approve the revised Annual Budget

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Review draft proposed program changes, additions, and marketing plans for following year for compliance with Board Ends policies and provide input

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Conduct AGM

December •

Review Q1 departmental program reports

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Review Q1 financial report

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Review final proposed program changes and additions for following year for compliance with Board Ends policies

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Review draft proposed program changes, additions, and

marketing plans for following year

January and/or February Retreat

May •

Review and approve internal Strategic Plan (submitted by Head of School)

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Review annual Board report on Ownership/Stakeholder Linkage

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Review annual Board report on Board Policies and Procedures

Review and approve final Education Plan (submitted to AB Education and posted on website by May 15)

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Review annual Board report on Head of School’s Evaluation

Review and approve budget for following year (submitted to AB Education and posted on website by May 15)

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No staff reports other than on specific requested items to provide information related to strategic plan priorities

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Provide input to Head of School’s on strategic plan priorities through revised Board policy statements

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June •

Review Q3 departmental program reports including enrollment estimates for following year

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Review Q3 financial report

If necessary, provide input to Head of School’s through a leadership improvement plan

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Review progress on proposed program changes and additions for following year

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Set Head of School’s salary for following year

July

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Recognize Feast Day of St. Gilbert, Patron Saint of the Institute (February 4)

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March •

Review Q2 departmental program reports

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Review Q2 financial report

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GP5. Conflicts of Interest for Society Board Members

Directors of the Institute shall not perform their duties or arrange their personal affairs in such a manner that confidence and trust in the integrity of the Institute is Review progress on proposed program changes and jeopardized. This includes avoiding real and apparent additions for following year conflicts of interest.

Review and provide input on Annual Operating Plan

April •

Meet only if necessary

Review and provide input on draft internal Strategic Plan

“Relative” is defined for the purpose of this policy as a spouse, parent, brother, sister, son, daughter, son-in-law or daughter-in-law of a Director of the Institute.

“Related organization” is defined for the purpose of this Review and provide input on draft external Education Plan policy as a corporation, society or association in which a Director or his/her relative has a direct or indirect Review and provide input on draft budget for following financial interest. year

Review and approve Annual Operating Plan (submitted to AB Education and posted on website by May 15)

A conflict of interest arises where a Director of the Institute is or may be seen to be advancing his/her own interests 13

or the interests of a relative or related organization in a manner that is detrimental to the integrity or interests of the Institute.

GP6. Code of Conduct for Society Board Members

The Society Board commits itself and its Directors to Duty to disclose: Every Director of the Institute must ethical, professional, and lawful conduct, including disclose any real or potential conflict of interest to the proper use of authority and appropriate decorum when Society Board. Disclosure of such interests allows the acting as Society Board directors.

Society Board to evaluate their impact on the purposes, programs and activities of the Institute and to determine 1. A Director’s primary obligation is to the Institute whether an actual or potential conflict of interest exists. as a whole, including its moral owners. Directors must not allow their relationships with staff, other A Director of the Institute shall not participate in any organizations, or any personal interest to override decision-making by the Society Board that may reasonably their fiduciary responsibilities. raise concerns about a real or apparent conflict of interest without approval from the Society Board as a whole. For 2. Directors must not attempt to exercise individual greater certainty, this includes any decision related to: authority over the Institute unless specifically 1. Entering into an employment agreement between the Institute and a relative; 2. Providing compensation from the Institute to a relative in a manner that does not accord with the Institute’s “Terms and Conditions of Employment Regulation”; 3. Entering into a contract for the Institute to acquire goods or services from a relative or related organization; or 4. Entering into a lease agreement between the Institute and a relative or related organization.

delegated by the Society Board.

3. Directors will respect appropriate confidentiality regarding issues of a sensitive nature.

4. Directors will prepare themselves adequately for the Society Board’s deliberations.

5. Directors will support the legitimacy and authority of the Society Board’s final determination on any matter, regardless of any Director’s position on the issue.

GP7. Role of Chief Governance Officer (CGO)

A conflict of interest will generally not arise in the The Chair of the Society Board is the Chief Governance following situations: Officer (CGO) and responsible for providing any 1. Where the interest is so remote or insignificant reasonable interpretation of the Governance Process that it cannot reasonably be regarded as likely to Policies and the Society Board – Management Delegation Policies, unless the Chair delegates this role to the Viceinfluence the Director; or Chair or other Director from the Society Board.

2. Where the issue is one in common with other moral owners or stakeholders of the Institute, such as Staff GP8. Society Board Committees or parents of the Institute’s students.

The Society Board may create committees to assist in fulfilling its responsibilities. Committees have no authority without express delegation by the Society 14

Board. The purpose of a Committee will generally be to provide recommendations to the Society Board related to ownership linkage, policy development and monitoring.

Committees will have a defined purpose, scope of authority, composition, and term.

GP9. Board Recruitment & Appointment

where their appointment to the Board is considered or discussed.

5. The Board may vote on any motion to appoint the candidate as a Board member following consideration at a Board meeting. Alternatively, the Board may

The nomination and selection of Directors of the Society Board is the prerogative of the Board members of Institute. The Board Recruitment and Appointment policy facilitates the appointment of those people who best meet the needs of the governance of the Institute.

Board members should attempt, using their networks of internal and external contacts, to identify appropriate individuals with needed skills and interests as potential Board members.

a. request further information from the candidate, including reference information;

1. The Board shall regularly assess its composition and whether the recruitment of new Board members is required.

6. Where further information is requested or an interview is conducted with the candidate, the resulting information will be brought to the Board’s attention at a meeting. The Board may vote on any motion to appoint the candidate as a Board member at that time.

2. When new Board members are required, potential Board candidates will be identified by: a. Nomination by an existing Board member to the Board at a Board meeting; or b. Unsolicited expressions of interest by a potential Board candidate to a current Board member, which will be brought to the Board’s attention at a meeting.

3. Any nomination or expression of interest will include sufficient information about the candidate’s background and areas of expertise/interest for the Board to reasonably assess whether the individual meets the needs of the Institute.

b. request that the Chair, his delegate, or selected Board members conduct an interview with the candidate; or c. determine that the candidate is unsuitable for the Board and take no further steps.

7. The Board is not required to consider any unsolicited expression of interest by a potential Board member unless a motion by a Board member is made at a meeting.

8. When an individual is appointed to the Board, the Chair or his delegate will inform the individual of the Board’s decision. The individual will accept or refuse the appointment to the Board in writing within 7 days or may accept the appointment by acting in the role of a Board member at a meeting.

4. Where a candidate is identified (either by nomination or expression of interest), the Board will consider and discuss whether the individual should be appointed as a Board member. Potential Board candidates shall not be present at any meeting 15

Society Board – Management Delegation Policies First Approval Date: October 27, 2022 Review and Amendment Dates: The following policies describe how the Society Board delegates its authority to the Head of School and its interface with operations. The Head of School is responsible for the operation of The Gilbertine Institute.

BMD1. Global Governance-Management Connection The Society Board’s primary and official connection to the operational organization, its achievements and conduct is through a chief executive officer titled the Head of School

BMD2. Unity of Control Formal motions passed by the Society Board are binding on the Institute, the Society Board, and the Head of School. Further: 1. Decisions or instructions of individual Society Board directors, officers, or committees are not binding on the Head of School except in rare instances when the Society Board has specifically authorized such exercise of its authority. Such authorizations include the CGO’s reasonable interpretations of Governance Process Policies and Society Board – Management Delegation policies and others outlined in the bylaws.

2. In the case of Society Board directors or committees requesting information or assistance without the Society Board’s authorization, the Head of School can refuse such requests that require, in the Head of School’s opinion, a material amount of staff time or funds or are disruptive to operations.

BMD3. Accountability of Head of School For the purposes of the Society Board, the Head of School is accountable for all authority and responsibilities 16

exercised by the Institute’s staff. Accordingly: 1. The Society Board will refrain from giving instructions to persons who report directly or indirectly to the Head of School, except to the Secretary-Treasurer related to financial information or records production.

2. The Society Board will refrain from evaluating, either formally or informally, any staff other than the Head of School unless required by law.

3. Should the Head of School violate a Society Board policy or directive, he or she shall promptly inform the Society Board.

BMD4. Delegation to Head of School The Society Board will primarily instruct the Head of School through written Ends and Executive Limitations policies. The Head of School may adopt any reasonable interpretation of these policies. From time to time, the Society Board may instruct the Head of School in a manner other than policy on any subject or issue. Further: 1. The Head of School is authorized to establish all relevant administrative regulations, make all necessary decisions, take all the required actions, and establish all reasonable and essential practices and activities if applying a written and reasonable interpretation of policies.

2. The Society Board may change its Ends and Executive Limitations policies at any time. By doing so, the Society Board may alter the discretion provided to the Head of School. However, if any

delegation is in place, the Society Board will respect and support the Head of School’s decision-making.

BMD5. Communication & Support to Head of School The Society Board will primarily communicate with the Head of School through written policies. However, the Chair, CGO or any other delegated director may communicate individually with the Head of School where necessary. Generally, such communication would only occur related to compliance with Ends and Executive Limitations policies. If it is determined that the Head of School is not compliant with a policy, the Chair, Chief Governance Officer or another delegated Director may instruct the Head of School to become compliant within a certain time period and to provide whatever requested evidence is required to demonstrate compliance.

BMD6. Monitoring of Head of School’s Performance The Society Board will monitor and evaluate, the Head of School’s performance to ensure organizational performance. Such monitoring will primarily include written internal reports in which the Head of School demonstrates his or her compliance with the Society Board’s Ends and Executive Limitation policies.

Specifically: 1. The primary purpose for monitoring is to determine the degree to which the Head of School has met the Institute’s Ends and Executive Limitations policies.

2. The Head of School will provide the Society Board with monitoring reports with sufficient time for review before Society Board meetings to plan and provide any necessary clarifications before deliberations.

3. When the Society Board evaluates the Head of School’s written internal reports, it shall consider three aspects of these reports:

a. Whether the Head of School’s written interpretation of a policy is reasonable, including the definitions of key terms. b. Whether the Head of School has provided sufficient and appropriate evidence (e.g., the observable condition) to demonstrate compliance with a policy. c. Whether the Head of School’s rationale or justification for the interpretation and evidence provided is sound and otherwise satisfactory.

4. The Society Board will accept the Head of School’s monitoring report of a policy unless it determines that: a. His or her interpretation of a policy is not reasonable. The Society Board is the final arbiter of reasonableness but will always judge with a “reasonable person” test rather than with interpretations favoured by Society Board directors or by the Society Board as a whole. b. The evidence provided is insufficient or inappropriate to demonstrate compliance with a policy. c. His or her rationale or justification for the interpretation or evidence provided is unsound or unsatisfactory in some other manner.

5. If the Society Board does not accept the Head of School’s internal report, it will provide the Head of School with direction or assistance to comply with a policy.

6. Suppose the Society Board determines that the Head of School’s interpretation of a policy is reasonable, the evidence provided is sufficient and 17

that the rationale is acceptable yet still finds the end achieved or the executive limitation followed undesirable.

In that case, the Society Board must consider amending the policy to achieve its intended purpose.

7. All policies that instruct the Head of School will be monitored at a frequency and by a method chosen by the Society Board. Unless the Board deems otherwise, the schedule for reporting will be as follows: Policy

Report Type

E1 EL1 EL2 EL3 EL4 EL5 EL6 EL7 EL8 EL9

Internal Internal Internal Internal Internal Internal Internal Internal Internal Internal

Frequency (per year) 1X 1X 1X 1X 1X 2X 2X 2X 2X 1X

Deadline June 30 June 30 June 30 June 30 June 30 December 31, June 30 December 31, June 30 December 31, June 30 December 31, June 30 June 30

8. Alberta Education also requires the Society Board to approve other documents that typically do not require approval under the Policy Governance® Model. These reports include: Policy N/A N/A N/A N/A N/A

Report Type Annual Budget Education Plan Revised Budget* Annual Education Results Report (AERR) Audited Financial Statements

Due to the Society Board May 15 May 15 October 31 November 15 November 15

Due to Alberta Education May 31 May 31 November 30 November 30 November 30

* If student enrollment varies materially from the May estimate

9. The Society Board also requires quarterly financial statements to be provided on December 21 (Q1), March 21 (Q2), June 21 (Q3) and September 21 (Q4).

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Appendices First Approval Date: October 27, 2022 Review and Amendment Dates:

A1. Policy Governance® The Board of Directors of the Gilbertine Institute (the “Society Board”) has adopted the Policy Governance® Model as its governance system. This governance system has enhanced many organizations’ performance over the past three decades. Many public and private schools, including Alberta, have adopted it to fulfill their vision and mission. The Society Board will use the following ten (10) principles (Principles of Policy Governance - Govern for Impact) as a framework or operating system to guide the governance of the Gilbertine Institute: 1. Owner Accountability The Society Board connects its authority and accountability to those who morally if not legally own the organization—if such a class exists beyond the Society Board itself—seeing its task as servant-leader to and for that group. “Owners,” as used in the Policy Governance model, are not all stakeholders, but only those who stand in a position corresponding to shareholders in an equity corporation. Therefore, staff and clients are not owners unless they independently qualify as such.

2. Society Board Position With the ownership above it and operational matters below it, a governing Society Board forms a distinct link in the chain of command or moral authority.

Its role is the commander, not the advisor. It exists to exercise that authority and properly empower others rather than to be management’s consultant, ornament, or adversary. The Society Board—not the staff—bears full and direct responsibility for the process and products of governance, just as it bears accountability for any authority and performance expectations delegated to others.

3. Society Board Holism The Society Board makes authoritative decisions directed toward management and toward itself, its directors, and committees only as a total group.

That is, the Society Board’s authority is a group authority rather than a summation of individual authorities.

4. Ends The Society Board defines in writing the (a) the results, changes, or benefits that should come about for (b) specified recipients, beneficiaries, or other targeted groups, and (c) at what cost or relative priority for the various benefits or various beneficiaries. These are not all the possible benefits that may occur but are those that form the purpose of the organization, the achievement of which constitutes organizational success.

5. Executive Limitations The Society Board makes decisions concerning its staff’s means decisions and actions only in a proscriptive way in order simultaneously (a) to avoid prescribing means and (b) to put off-limits those means that would be unacceptable even if they work.

6. Society Board Means The Society Board defines in writing those behaviours, values, practices, disciplines, and conduct of the Society Board itself and the Society Board’s delegation and accountability relationship with its subcomponents and with the executive part of the organization. Because these are non-Ends 19

decisions, they are called Society Board means to distinguish them from Ends and staff means. All Society Board behaviours, decisions and documents must be consistent with these pronouncements.

7. Policy Sizes The Society Board’s decisions in Ends, Governance Process, Society Board-Management Delegation, and Executive Limitations are made beginning at the broadest, most inclusive level and, if necessary, continuing into more detailed levels that narrow the interpretative range of higher levels, proceeding one articulated level at a time. These documents are exhaustive, replacing or obviating Society Board expressions of mission, vision, philosophy, values, strategy, and budget.

8. Delegation Clarity If the Society Board chooses to delegate to management through a chief executive officer, it honours the exclusive authority and accountability of that role as the sole connector between governance and management. In any event, the Board never delegates the same authority or responsibility to more than one point.

9. Any Reasonable Interpretation In delegating decisions beyond the ones recorded in Society Board policies, the Society Board grants the delegatee the right to use any reasonable interpretation of those policies. In the case of Ends and Executive Limitations when a CEO exists, that delegate is the CEO. In the case of Governance Process and Board-Management Delegation, that delegatee is the CGO (chief governance officer) except when the Board has explicitly designated another board director or Society Board committee.

10. Monitoring 20

The Society Board monitors organizational performance solely through fair but systematic assessment of whether a reasonable interpretation of its Ends policies is being achieved within the boundaries set by a reasonable interpretation of its Executive Limitations policies. If there is a CEO (e.g. the Head of School), this constitutes the CEO’s evaluation.

A2. Code of Conduct Hearing Procedures 1. A director (the “complainant”) may object in writing to the Chair regarding another director’s (the “respondent”) possible violation of the code of conduct. If the objection involves the Chair, the remaining directors will delegate a director to lead the hearing.

2. After receiving the objection, the Chair or delegate will call a Special Meeting of the Society Board within 30 days to conduct a hearing. Directors will not discuss other business at this Special Meeting.

The Chair or delegate will choose the format for the hearing, but this will typically involve presentations, responses, and questions in some logical order from the complainant, the respondent, and the other Society Board directors. The hearing will be private, kept strictly confidential by all directors, and no recording of the hearing shall occur.

3. After the hearing, the complainant and respondent will leave the meeting, unless one of these individuals is the Chair, and the Chair or delegate will seek a motion from the other directors present to: a. Dismiss the objection. b. Remove the Director following Gilbertine Institute bylaws.

The

c. Any other action the Society Board determines appropriate.

4. If a quorum is not present during the vote on the complaint’s motion, the motion fails, and the Society Board shall dismiss the objection.

the Society Board by submitting a complaint in writing. The appeal must contain the following information:

5. In any case, the motion will be recorded in the minutes and approved at the next General or Special Meeting.

a. The name(s) of the parent(s) appealing;

A3. Dispute Resolution & Appeals to the Society Board

b. The name(s) of the person(s) involved in the complaint; c. The nature of the situation giving rise to the complaint;

The Society Board accepts this policy as consistent with s. 41 of the Education Act. To that end, the following provisions apply to any disputes between parents and The Gilbertine Institute’s staff, including the Head of School:

d. A brief description of the attempts made by the parent(s) to resolve the complaint; and

1. The Society Board considers concerns that potentially involve a breach of the Safe Environment Policy to be of the highest priority. Accordingly, the Society Board authorizes the Chair to take decisive, pre-emptive action, including the immediate suspension of any staff member or other individual from any work or volunteering with The Gilbertine Institute to protect the Institute’s students.

5. Upon receipt of a complete appeal, the Chair or delegated Director will acknowledge receipt of the appeal in writing and conduct a review.

2. For any other issues, a parent with a concern regarding some aspect of The Gilbertine Institute should first attempt to seek resolution directly with the individual involved in a spirit of Christian charity and humility, seeking first to understand and second to be understood.

a. Speaking with the parents or students involved in the complaint.

3. If attempts to resolve the concern are unsuccessful, the parent should seek recourse to the immediate supervisor of the staff member, if appropriate. If the parent remains unsatisfied, he or she will engage the next management level up to the Head of School.

The individual should only appeal to the Society Board as a last recourse.

c. Seeking written submissions from the parent(s) involved in the complaint.

4. After following the above process to resolve the dispute informally, the individual may appeal to

e. The remedy sought by the parent(s).

6. The review will consist of any procedures that the Chair, or a delegate Director, deem necessary to make a recommendation to the Society Board regarding the appeal and may include:

b. Speaking with the staff member(s) involved in the complaint, with or without the Head of School’s participation.

d. Seeking a written report from the Head of School related to the complaint. e. Seeking legal advice. f. Considering all relevant legislation and documents related to the complaint.

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g. Considering any other information that the Chair or delegate deems it necessary to make a recommendation to the Society Board.

7. After the review, the Chair or delegate will make a recommendation to the Society Board regarding the appeal. Directors must keep any recommendation and associated information strictly confidential unless the Chair determines it is appropriate to share this information with the Head of School.

8. The recommendation to the Society Board may contain any of the following remedies: a. To dismiss the appeal. b. To direct the Head of School to make the necessary administrative change to accommodate the substance of the appeal. c. To issue a verbal or written warning to the staff member involved. d. To provide a verbal or written reprimand to the staff member involved. e. To provide a verbal or written apology to the parents or students involved. f. To take any other action against the staff member that the Society Board deems appropriate, up to and including termination. g. To take any other action against the parent or student within its authority as appropriate. h. To refer the matter to the appropriate law enforcement agency.

9. After considering the recommendation at an incamera part of a Society Board meeting, the Society Board shall vote on a motion to accept, reject or vary the recommendation. The Chair of his delegate shall not record dissenting votes.

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10. Following the vote, the Chair or delegate will formally respond to the appeal in writing with the Society Board’s decision. The decision shall not contain an exhaustive list of evidence considered or detailed reasons but only provide a summary of the decision. The appeal process shall take no longer than 90 days after the Chair or delegate has acknowledged receipt of the appeal unless the Chair or delegate determines more time is needed to conduct a thorough review. The Chair or delegate may notify the complainant(s) if they extend the review period.

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