KINGSWAY COLLEGE SCHOOL
Board of Governors Handbook
TABLE OF CONTENTS
1. 2026/27 Board Dates 2. Board Contact Info 3. Board Bios 4. Head of School Job Responsibilities 5. CAIS Code of Conduct for Governors 6. Copy of Confidentiality Agreement 7. Copy of Conflict of Interest Agreement 8. KCS, Missions, Vision and Values 9. KCS Policies & Procedures (review cycle; date of last review; responsibility for oversight) 10. Risk Management 11. Crisis Response Plan 12. 18 Governance Requirements 13. Committee Mandates 14. Rolling Agenda 15. By-Laws 16. Recent Budget
Board Dates 2026/27 Below are the suggested Board meeting dates for the upcoming school year. These meetings may need to be supplemented by Board calls or additional meetings if necessary. Meetings will begin at 6:30 p.m. and be held at the Dundas location unless otherwise noted. August 26
September 23 October 28 November 25 (Annual General Meeting on the same night) January 27 February 24 April 28 June 9 ***Strategic Planning October 16 (9am-2pm) & May 14 (12-5pm)
September 2026
KINGSWAY COLLEGE SCHOOL BOARD OF GOVERNORS 2026-2027
NAME
HOME ADDRESS
Nicky Banks
25 Abbott Ave. Toronto, ON M6P 1H3
(Dan Banks)
Cell: (416) 305-4415
Piyush Bhatnagar
2 Brule Terr. Toronto, ON M6S 1M3
BUSINESS ADDRESS Email: nicky.banks@rogers.com
Email: Bhatush@gmail.com
Cell: (416) 305-2212
Grant Cleland
124 West Park Dr. Toronto, ON M9B 2S3
(Stephanie Parkes)
Cell: (647) 261-7763
Claudia Durkin
22 Old Oak Rd. Toronto, ON M9A 2V8
(Corporate Treasurer)
Email: Dgrantcleland@yahoo.com
Email: cj_lokody@hotmail.com Cell: (416) 567-3248
(Paul Durkin)
Navsheer Gill
10 Princess Margaret Blvd. Etobicoke, ON M9A 1Z4
(Kanwaljit Toor)
Cell: (416) 729-0366
Erum Hasan
78 Kennedy Avenue, Toronto, ON M6S 2X9
Email: NavsheerGill@hrh.ca
Email: hasan_erum@yahoo.com
(Safwan Javed) Tel: (416) 516-3457 Cell: (647) 868-8232
Samaneh Hosseini (Corporate Secretary) (Fraser Robertson)
Tiffany Jay (Chair) (Vaughn MacLellan)
Graham Meagher (Erica Meagher)
Brad McCamus (Marianna Kapala)
9 Sunnylea Ave. W. Etobicoke, ON M8Y 2J6 Email: shosseini@stikeman.com Cell: (416) 725-7852
90 Royalavon Cres. Etobicoke, ON M9A 2G1 Email: tgjay@hotmail.com Tel: (416) 236-9668 Cell: (416) 770-6757 314 Durie St. Toronto, Ontario M6S 3G3
Email: grahammeagher@outlook.com
Cell: 647-273-8536
40 High Park Blvd. Toronto, Ontario M6R 1M8 Tel: 416-274-3274 Cell: 416-662-8791
Email: bmccamus@gmail.com
Head of School Kingsway College School
Garth Nichols
Tel: 416-234-5073 ext. 216 Direct Line: 416 234-9134 Cell: 416-816-3255 Fax: 416-234-8386 Email: gnichols@kcs.on.ca
(Head of School) (Dale)
Monika Piotrowicz (Julian Cousins)
Sarah Renaud (Robert Renaud)
Susan Richardson Carrie Ritchie (Allan Ritchie)
105 Wimbleton Rd. Toronto, Ontario M9A 3S4 Email: monika.piotrowicz@gmail.com Cell: 416-278-8902 29 Herne Hill Toronto, Ontario M9A 2W9
Email: sarah.renaud@rogers.com
Tel: (416) 546-6177 Cell: (416) 277-2959 7-270 Van Dusen Blvd. Toronto, ON M8Z 3J1 Tel: 416 237-0757 Cell: 416 434-0849 Cottage: 705-454-1280 37 Rayside Dr. Etobicoke, Ontario M9C 1S9
Email: susan@leadershipthatmatters.com
Email: Carrie@ritchiesmyth.com
Cell: 416-524-6413
Anilisa Sainani
1103 Royal York Rd. Toronto, ON M8X 2G8
(Sanjay Sainani)
Cell: (416) 802-2491
Darryl Stratton
101 Government Rd. Etobicoke, ON M8X 1W4
(Ana Stratton)
Cell: (416) 453-1302
Matthew Welchinski
51 Government Rd. Toronto, ON M8X 1W2
Email: anilisa.sainani@gmail.com
Email: darrylstratton@hotmail.com
(Courtney Edmundson)
Email: Mwelchinski@deloitte.ca Cell: (647) 927-8116
* Please note phone numbers for conference calls: Toll-free dial-in number: 1 866-602-6731 Local dial-in number: 416-933-3825 Global toll-free dial-in number: 800-170-8095 Conference ID: 5246499
NICKY BANKS, Advancement Committee, (2023) Nicky Banks is a strategic leader with 20+ years of experience in various consumer marketing roles within the Canadian market. She has spent most of her marketing career in retail helping to create fans for some of the world’s most beloved brands. Nicky is passionate about building diverse and inclusive teams that embrace a growth mindset to drive business and personal growth. She is currently the Director of North American Partner Marketing, Gaming at Microsoft where she “fills her bucket” by fostering a culture of empowerment and trust while delivering innovative, inclusive, and inspiring marketing programs for Xbox in the US and Canada. Nicky’s daughter, Sophie, started at KCS in 2019. Nicky has served on the Parent Network and is currently on the KCS Advancement Committee. PIYUSH BHATNAGAR, Advancement Committee, (2023) Piyush is a Senior Managing Director at Accenture and the Office Managing Director for the GTA and Niagara Region. His focus over the last 28 years has been on large scale global transformations of Fortune 500 companies primarily in the Financial Services sector. He has also founded several start-ups in Asia and is an early-stage mentor to several local companies. Piyush is very active in the community driving Diversity, Inclusion and Equity initiatives to help create a more level playing field in corporate Canada. He is a board member at Against The Grain Theatre Company that drives modern opera with a specific focus on inclusion of both emerging talent and accessibility to a larger more diverse audience. Piyush was born in India, grew up in KW and has a degree in Systems Design Engineering from the University of Waterloo. He has lived in the Swansea area for over 20 years. He has two children, the eldest who started at KCS in PK and is currently in Grade 5 and his youngest who is currently in Grade 1. GRANT CLELAND – Incoming Board Member (2026) Grant is an entrepreneur and business executive helping organizations build, scale, and adapt in rapidly changing markets. His company Ashlar Consulting, works with organizations to learn, optimize, and transform their businesses in the fields of SaaS, data and AI, cloud technology, and customer experience. His work sits at the intersection of people, technology, and business strategy, in an increasingly digital and rapidly evolving environment. Grant is an alumnus of Kingsway College School (‘06), Appleby College (‘10), and Wilfrid Laurier University (‘14). He and his wife Stephanie have one daughter - Lawson (3 yrs.). He is excited by the opportunity to bring his business experience, strategic perspective, and commitment to community back to where it all began in his efforts to assist in the continued growth and stewardship of KCS. CLAUDIA DURKIN, Finance Committee, (2023) Claudia brings a wealth of knowledge and expertise to the intersection of finance, economics, and data science. Claudia currently serves as a public fund manager at a Canadian pension fund, overseeing fixed-income and public equity mandates. Previously, she was an economist at a large Abu Dhabi sovereign wealth fund. Claudia is a candidate for the Master’s degree in Information and Data Science at UC Berkeley. She actively engages in projects that leverage machine learning and data science techniques to explore data for social good topics such as gender pay gaps, the impact of parenthood on job prospects, and
the relationship between women's rights and investment opportunities. Additionally, she holds a bachelor's degree in economics from McGill University and a master's degree in economics from Wilfrid Laurier University in Canada. She is a Chartered Financial Analyst charter holder. Claudia's children joined KCS in 2021. Since becoming a part of the school community, Claudia has been an enthusiastic volunteer and has contributed her expertise as a member of the KCS Finance Committee. NAVSHEER GILL, Strategic Planning Committee, (2021) Navsheer is a Family Physician and GP Psychotherapist with offices in Newmarket and Toronto. She is also a Lecturer with the Department of Family and Community Medicine (DFCM) at the University of Toronto. She is originally from London (England), which is where she undertook her undergraduate and medical degrees. She completed her residency training with the University of Toronto. Navsheer has a special interest in medical education and has recently led the work on creating a new quality improvement curriculum for medical faculty. She is also the current Faculty Wellness Lead for the DFCM and serves on the DFCM’s Faculty Development and Quality and Innovation Committees. She has published work on health inequities and medical education. Navsheer and her family have been a part of the KCS community since her son, Milan, joined PreKindergarten in 2018. Milan is currently in Grade 5. ERUM HASAN, Governance Committee, (2020) Erum began her sustainable development consulting practice in 2010, through which she has designed and evaluated projects, programmes and policies for various United Nations agencies including UN Development Programme, UN Environment, UN Office for Project Services, UN Food and Agriculture Organization, International Fund for Agricultural Development, World Meteorological Organization, and UNESCO. Her area of expertise is in designing and evaluating initiatives that strengthen community livelihoods, improve resilience to climate change and protect natural resources. She is an expert in results-based management, risk mitigation and managing stakeholder relations. She facilitates collaborations and partnerships among differing levels of government, local farmers, fisherfolk, women, youth, indigenous populations, as well as community-based organizations (CBOs) and non-governmental organizations (NGOs). Erum has contributed to the design or evaluation of projects serving Angola, Brazil, Comoros, Djibouti, Egypt, Haiti, The Gambia, Lesotho, Kazakhstan, Kenya, Madagascar, Pakistan, Philippines, St. Kitts and Nevis, Sao Tome and Principe, Suriname, Tanzania, Trinidad and Tobago. She has also worked on regional initiatives including: Burkina Faso, Cameroon, Chad, Cote d’Ivoire, Mali, Ethiopia, Niger, Senegal, and Uganda. Erum was born in Ottawa, but raised in France where she attended an international school (International Baccalaureate). She returned to Canada to attend Queen’s University where she obtained a BA honours. She did her Masters in Public Policy and Public Administration and has worked for the Treasury Board of Canada, and Environment Canada’s International Affairs Branch.
In her personal time, Erum has been asked to speak on gender and peacebuilding initiatives. She was the founding board member of Our Place Initiative, devoted to improving civic participation on local issues. She enjoys facilitating dialogue and conversations on social issues. Erum Hasan had two children at KCS. Her daughter started in 2017, and son Xavyan in 2018. SAMANEH (SAM) HOSSEINI, Governance Committee Chair, (2021), Corporate Secretary (2022) Sam Hosseini is a partner in the Litigation & Dispute Resolution Group of Stikeman Elliott LLP. Her practice focuses on commercial litigation with an emphasis on complex contract disputes, class actions, securities litigation and product liability. Sam has significant experience advising companies and their directors and officers in matters involving allegations of corporate misconduct including internal and regulatory investigations. Sam’s daughter joined KCS as an SK student and is now in grade 8. Sam has been a member of the KCS Governance Committee for the last two years. TIFFANY JAY, Governance Committee, (2019) - Chair (2022) With degrees in the fields of music, public relations and health administration, Tiffany’s career followed a unique path to management positions in a large health care organization and within the provincial government sector. These experiences provided opportunities to build extensive and valuable experience in public health policy development, disaster preparedness and response, privacy management, organizational accreditation, stakeholder relations and effective program implementation. Most recently, she has been involved with several not-for-profit, arts and educational organizations in Toronto including Suitcase Theatre and Girl Guides of Canada. Tiffany is an active volunteer with the KCS Parent Network and a member of the Board’s Governance Committee. GRAHAM MEAGHER – Finance Committee (2025) Graham is a seasoned investment professional with over two decades of experience in the analysis of public equities, finance, and economics. He currently serves as a Vice President and Portfolio Manager with Nexus Investments, providing dedicated investment management services to private clients, foundations, and endowments. His career includes similar roles at a large Canadian mutual fund company and a Canadian bank. He has been a member of the KCS Finance Committee since 2024. Graham holds a Bachelor of Commerce from the University of Guelph and is a CFA charter holder. He is a member of the CFA Society of Toronto, serves as a mentor in the successful CFA mentorship program, and is an active fundraiser for a variety of local and national charities. Graham’s son Nathan joined the KCS Senior School in 2024. BRAD MCCAMUS, Strategic Planning Committee (2021) Brad is the Founder & CEO of Dark Horse Intelligence Inc., a global consulting firm that specializes in assisting clients with large software contract negotiations. His experience includes 20+ years of sales leadership and sales strategy/effectiveness consulting within the technology industry. Brad holds degrees from the University of Waterloo (Mechanical Engineering 1991) and the Rotman School of Business (EMBA 2005).
Brad and his wife Marianna Kapala have two children who are currently enrolled (Gregory - grade 11; and Claire – grade 9). Brad currently sits on the KCS Strategy Committee and previously was a member of the Senior School Task Force. MONIKA PIOTROWICZ, Advancement Committee (2024) Monika is a design and technology executive with over 15 years of experience working at startups and corporations in Toronto. She recently completed 10 years at Shopify and previously worked with brands such as Telus Business, Jeep, and Bank of Montreal. At Shopify, Monika was a Sr Director of User Experience and established multiple 100+ person organizations through recruitment, performance management, and career development, all while being accountable for the design of some of Shopify’s highest revenue-generating products. Monika also has extensive experience in building cross-team collaboration, facilitating teams to work together across disciplines, product lines, and corners of the globe. She is currently consulting with developing design leaders, helping them to navigate a shifting technology industry. Monika has a keen interest in how technology and entrepreneurship can shape the lives and careers of youth, especially while enabling deep personal growth and learning. She is excited to bring her experience working in Toronto’s fast-paced tech environment to the KCS board and learn from others along the way. She has two boys, the eldest joined KCS in JK and is now in Grade 3, while her youngest awaits entry into JK when he turns 4. SARAH RENAUD, Advancement Committee Chair, (2019) Sarah is a dynamic management consulting professional with global experience in Partner/Channel Sales, CRM and Customer Success within the technology sector. She has a unique well-rounded approach and strengths from various roles as client, consultant and product vendor, the combination of which allows her to be extremely adaptable. A common thread in Sarah’s background is her involvement with growth organizations where she has applied her strong project management, consulting and technology skills to support the success and eventual acquisition of such organizations. A natural-born leader and coach, Sarah has the unique ability to forge and maintain relationships with and support the objectives of all kinds of stakeholders. Sarah has served as Co-Chair of the KCS Parent Network and is a current member of the Strategic Planning Committee. CARRIE RITCHIE – Incoming Board Member (2026) Carrie Ritchie is a lawyer, business owner, community volunteer, and proud KCS parent who is passionate about helping organizations grow and thrive through strong leadership and thoughtful governance. As Co-Founder and Managing Partner of Ritchie Smyth Lawyers, Carrie brings extensive experience in strategic planning, risk management, and organizational decision-making, complemented by her service on the boards and leadership committees of organizations including Cassie + Friends, the Ontario Bar Association, and the Kingsway College School Governance Committee. Carrie is committed to supporting KCS's mission and future success by contributing her professional expertise, collaborative approach, and dedication to the school community.
SUSAN RICHARDSON, Governance Committee & Sr. Campus Exec. Committee Chair, (2003) Susan brings a broad spectrum of talents, skills and interests to the Board. Susan has been an active board member for over ten years and currently sits on the Governance and Strategic Planning Committees. Susan has recently joined Participation House Board for a three-year term as a Board member. Susan has extensive senior executive experience with over thirty years’ experience in information technology, insurance, finance, telecommunications and software industries. Her diverse areas of focus include; leadership, sales, operations, professional services, business development and customer service. She is currently, President of Leadership That Matters which is an executive coaching & leadership development firm. Susan first attended Richard Ivy Business School at Western where she earned an Honors Business Degree. During her career at IBM she also earned an Executive MBA at Harvard. Susan is an alumni parent to Emily and Andrew Burkart who graduated from Western’s Teachers College and Dalhousie Business School. ANILISA SAINANI, Finance Committee (2021) Anilisa Sainani is a seasoned finance executive and strategic leader with over 20 years of experience in banking, financial leadership, and organizational transformation. She currently serves as Chief Financial Officer at EQ Bank (EQB Inc.), where she leads finance strategy, drives operational excellence, and partners with executive leadership to scale business growth and deliver long-term value. Prior to joining EQ Bank in 2025, Anilisa held progressively senior roles at the Royal Bank of Canada, including serving as its Global Chief Accountant, Global Controller for Capital Markets & Corporate Treasury, and Chief Operating Officer of the CFO Group, leading global teams and serving as a strategic partner on major institutional initiatives. Her career reflects a strong track record of financial stewardship and advice, leading through complexity and change across Canada. Anilisa’s strategic acumen and leadership have earned her national recognition as one of Canada’s Top 40 Under 40, acknowledging her impact on the financial services industry and her commitment to excellence. She is a Fellow of the Chartered Professional Accountants of Ontario (FCPA, FCA) and holds a Bachelor of Mathematics and a Master of Accounting from the University of Waterloo. Beyond her professional achievements, Anilisa is deeply engaged in community service and governance, serving on the Board of Directors for St. Joseph’s Health Centre Foundation and Chair of the Finance Committee. DARRYL STRATTON – Board Member (2025) Darryl is Senior Vice President of Modernization for Technology, Innovation and Infrastructure at CIBC. He has held leadership roles at companies including GE, Bombardier, Ernst & Young, and Genpact, with experience in finance, business process transformation, and large-scale operations. Over his career, Darryl has worked in global roles leading teams in 18 countries across multiple industries. Darryl also serves on the Board of Directors for Young Adult Cancer Canada (YACC), where he is committed to supporting adolescent and young adults (AYA) facing the challenges of cancer. He grew up
in St. John’s, Newfoundland, and subsequently spent 15 years working in Mexico and Brazil, which has given him a broad international perspective. His son started at KCS in JK and is now in Grade 1.
MATTHEW WELCHINSKI – Incoming Board Member (2026) Matt is the Managing Partner of Deloitte Canada’s Audit & Assurance practice and a Partner with extensive experience advising organizations on financial reporting, governance, risk management, and M&A. He works closely with boards, audit committees, and executive leadership teams to navigate complex business and regulatory environments while strengthening confidence in financial information and decision-making. He holds a commerce degree from the University of Manitoba and is a CPA by profession. Matt and his wife Courtney Edmundson have a boy named Clark who is enrolled in Grade 2. Matt currently sits on the KCS Finance Committee.
Head of School Service: The Head shall devote his whole time, attention and ability to the affairs of KCS and shall well and faithfully serve KCS and shall use his best efforts to promote the interests of KCS. The Head is responsible for: The Head shall duly and diligently perform all duties and responsibilities commensurate with his appointment as Head of School seeking to remain a leading Junior Kindergarten to grade 12 school respected for empowering students to be lifelong learners who strive for excellence in academics, arts, athletics and citizenship. In carrying out these duties and responsibilities, the Head shall comply with all KCS policies, procedures, rules, and regulations. The nature of such duties and responsibilities shall be reviewed annually between the Head and the Board of Governors of KCS. The performance of such duties and responsibilities will be reviewed between the Head and the Chair of the Board of Governors. In the event the Head contributes to any patentable invention arising out of or in the course of his employment hereunder, any such patentable invention shall be the exclusive property of KCS, and KCS shall have exclusive rights to file patent applications in the name of KCS in connection therewith and the Head shall cooperate with KCS and provide all necessary assistancein the filing and prosecution of such patent applications.
Conduct of Governors
There Are Many Ways in Which a Governor Fulfils His / ler Role Your obligation to the school as a Governor is to be informed, educated and engaged. That means many things, including attending meetings, being prepared and participating fully. Make Yourself Visible at school events and accessible to others as a spokesperson and a resource. Be objective and put the interests of the school as a whole above personal interests of any particular person or group. This may be a challenge if a Board decision directly affects your child, but you must vote as a Governor, not as a parent.
Good Conduct requires that Governors accept and support Board decisions. Remember, when the Board speaks, it speaks with one voice. This does not mean the Board must agree on everything, but once a vote is taken, every Governor must publicly support the Board decision. ln effect, Board members never take off their Board hats. Keep All Board Deliberations Strictly Confidential, enabling candour and trust at meetings and ensuring integrity of the Board's decision-making process. Have the courage of your convictions. Engage in critical conversations, but when the vote is taken and the ink is dry on the minutes, support the Board's decision and keep everything else to yourself. Guard Against Conflicts of lnterest, either personal or otherwise, and self-identify those conflicts as they arise (and they naturally will, for some) so that you may be excused from discussions and abstain from voting. Ensure Direct Communications to the Head of School, so there are no surprises and so that "parking
lot conversations" do not become Board matters. Building trust between the Board and the Head of School is an important means of supporting the school.
All of this requires a high standard of personal and collective integrityexercise it and yout Board will be better as a result.
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Role of the Independent School Board
What is the Work of an lndependent School Board? A Board holds the school "in trust." lt stewards and safeguards the schJot for the next generation. lt steers, maintains and guides the school's evolution. lt is a protector of the school's reputation. Your role is to strengthen the school for future generations. The Board of Governors is charged with these vital duties. The Board is the final aurthority for the school and acts as one body. Every decision it makes must be made with care. CAIS has developed a set of operating principles for good governance practice in Canadian schools, which encapsulates both high standards of practice as well as ethical behaviour. These governance standards can be found in the Governance Resources in CAIS Connect.
In essence, the role of an independent school Board is to guide the school's mission, vision, values, and strategic goals and to establish policies and procedures consistent with those objectives. The Board safeguards the assets of the school and enhances executive decision-making in order to enhance the performance and reputation of the schooi.
The Board Will Also:
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Conduct and Oversee Long-Range Planning for the School The Board employs a Head to run the school, and the Head is responsible for curriculum development, finances, enrolment management, student wellness, and faculty hiring, The Board's focus is on institutional issues, including oversight of a formal strategic planning process to ensure the school's vision is being realized. Together with the Head, the Board creates viable action plans and sets measurable goals. This "blueprint" acts as a guide for the Board-a lever to effectively organize its work
around truly strategic issues that face the school today. Boards frequently cross the line between institutional policy and operational policy. Sometimes it is hard to avoid crossing that line. But a good working Board will always keep its focus away from the everyday and toward the strategic and long-term goals of the school. Board members must drive big-picture thinking and encourage a forward trajectbry wherever possible. From time to time, Board members may shift from strategic to tactical support in their role-for example, where a Governor has marketing expertise and the school does not have those resources. ln this situation, the Head may ask a particular Governor to consider taking a more hands-on role. And o1'course. every Governor should be involved in the sclrool's development activities'
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@ Ensure Leadership CapacitY possibly the sirrgle rnost important responsibility of the Board is to etrsure strong school leadership, which means that it is tlre Board's role to hire, support, coach, and if necessary, fire the Heacl The Board should erlsure ihat there is a process for regular, antrual performance reviews of and goal setting for process the Head. The Head's goals should be aligr-red with the strategic plan of the school. The review should also be consultative and should result in regular and ongoirrg feedback, as well as opportr-rnities for coaching, which leads to ongoing leaderslrip growth. There are a rrariety of Head evaluation samples in the Governance Resources in CAIS Connect The Head sl-rould have a personal and professional development platr, and tlre Chair should be available to act as a coach for the Head as appropriate.
The traditional rule of thumb is that the Board has one employee, the Head. However, the Board also has the larger responsibility of ensuring the overall leadership capacity of the school. The implementation of this requires careful consideration. What does this look Iike in practice? Boards can have a key role in three relevant areas First, the Board helps ensure that succession planning is irr place. Boards can ask the Head to develop a map for all leadership positions and can ensure resources are secured for professional leadersl-rip
development. Second, the Board can review the overall structure of the leadership team and challenge the Head to provide a sound rationale for the positioning.
Third, and this is the trickiest for managing tl-re balance between strategic oversight ar-rd operations, concerns hiring. When it comes to hiring the members of the leadership team, particularly if the hire is a potential successor to the Head in the event of an emergency, the Board Chair or individural Governors may have some visibility in the hiring process and may play a role in the process by being on the "short list" interview team. While tlre Head could consult with the Chair and/or Governors on some of the more senior strategic positions (for example, involving the Chair of Finance in the process of hiring the school's new Business Professional), the Head makes the final decision on all hiring Boards and Heads should aim for synergy and collaboration on long-term issues; a Governor's eye must be on tomorrow, enabling a good Head of School-and leaderslrip team-to run the school smoothly today From a shared platform of mutual respect, trust and good communication, the best outcomes are possible and achievable for both.
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Ensure the School's Financial Health and Stability All Governors are responsible for ensuring the school's finances are rnrell managed and secure, and that budgets are consistently set that enable the school to grow and evolve. It is the Board's role to approve an anni-ral burdget based on operational needs and the school's strategic plan This is usually plotted against school-wide fiscal and enrolment corrstraints and against a three- to five-year firrancial forecast based on all reverrue streams and assets. Each independent school should have a three- to five-year financi.tl plan as iJart of good governance practice. lrr additicn, the Board requires an annual irrdependent external firrancial audit-and the Board also oversees all capital assets, as well as errdowment in many cases. IL;
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One strategic area of focus is revenue. While some provinces provide government grants for independent schools, tl,e majority do not. Therefore, an independent school's revenue comes from two main sources: etrrolment and fundraising.
O The lmportance of Enrolment Management A key focus for ensuring the financial health and stability of CAIS schools is enrolment management. CAIS schools are shifting to a more strategic enrolment management approach and it is important for Governors to understand these areas of focus. Whlle enrolment management is a function of the enrolment management team, other enrolment management functions (researclr, marketing and/or retention) should be a shared responsibility of the management leadership team, with policy input from
the Board. Different schools manage the enrolment management functions-marketing, communication, recruitment, retention and research-differently. Schools should have an effective and comprehensive enrolment management program that includes research-based planning, strategic pricing, use of financial assistance, and technological capacity. There should also be an intentional focus on assessing, cultivating, and leveraging word-of-mouth perceived quality and value. Enrolment management requires close examination of data trends both internally and externally. Awareness of market and economic developments locally, nationally, and in some cases, internationally, are essential factors for awareness and consideration. As schools become more strategic with their use of financial aid and tuition discounting, school leadership and Governors must understand who is involved in those decisions, what is the strategy, and how is it working as an enrolment strategy. Here, as elsewhere, the role of Governors is to ask good questions.
O The Role of Governors in Fundraising Each Governor should be personally and actively engaged in helping build and support the school's fund development program-which may include an annual fund, a capital or endowment campaign or a planned glving or bequest initiative. Governors should be active participants in supporting the school philanthropically and should make connections to other potential donors when possible. These forms of support are important for the immediate, short-term and long-term health of the school. Every Governor should be a donor to the school. While Governors have differing capacities to donate, each should make the school one of his or her main philanthropic recipients-lOO % participation in the school's fundraising program is both desirable and achievable, and sends a strong signal to the school community.
O Ensure the School Operates in Compliance with Applicable Laws and Regulations Governors are moral trustees of the school and several provincial and federal statutes impose personal liability on Governors. Governors must therefore be guided by the duty to act honestly and in good faith in the best interests of the school and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
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Ensure the School proactively ldentifies and Manages Risk For CAIS schools, risk is defined as any threat of action or inaction that will prevent or hinder a school from achieving its objectives. The Board must ensure that management has a thorough and complete risk management process and should be receiving regular reports on risk management and considering risk management Policies.
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financial, legal and Examples of risk include concerns related to health and safety, cyber-security, include specific' reputational issues, and ensuring appropriate insurance coverage These concerns the institution' narrowly focused programs or projects, and broadly focused risks across
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Maintain Good Relations with the Broader School Community of Alumni/ae, Toward Parents, Faculty, Staff, Students and Friends, and Demonstrate Goodwill CommunitY-Building in promoting the school's The Board reflects many of the school's constituents. lt must be active opportunities for good mission, vision, values and programs across all segments and building effective Boards relationships and greater engagement. While maintaining confidential deliberations, practice and will demonstrate commitment to equity, justice and integrity through composition, public prominent' and a with advocacy work-leading with actions and not just words. As a Governor vital role at the school, you will be judged by this standard'
you will have a variety of Good Boards are transparent, accountable and consultative. As a Governor, will include school These your community. school formal and informal opportunities to engage with instance, ln every events. sporting and functions, committee and task force meetings, and social as an not settings, in these Governors of Board a Governor must act as a representative of the open' present, accessible, be to times at all is individual at large in the community. The imperative engaging and resPonsive.
O Develop and Monitor Board-lnitiated Policies and Procedures It is the role of governance to ensure.that the schooi's policies are aligned with its mission and strategies, and to manage and reduce risks through appropriate ovefsight and assessment'
policy as a tool to achieve As the keeper of the school's reputation and values, the Board will use have the duty and Boards purpose limitation. or of policy statement is a this end. An institutional implement the policies responsibility to shape policy while administrators have the responsibility to by the Head and reviewed and their attendant rules and procedures. All exceptions to policy must be the Board. basis, At independent schools, the Board and Head need to determine, sometimes on a case-by-case policies are which and the Board, which policies are strategic, and therefore need the approval of clearly operational. lt is unlikely that the latter would go to the Board.
the operational There are some operational policies, which by their nature do not neatly fit into their appropriate with struggling themselves category: it is in this grey area that Boards oiten find and strategy question mission their policies is to goard's role in reviewing such oversight role. The difficult case category-a this into fall often issues discipline alignm!nt. For example, complex student school' risk to a coutd end up causing legal or reputational policies are only official policy when,they are written. They are never effective unless all parties to parents, students, alumni,/ae,''donors whom the policies apply are well informed, including faculty, staff, and staff-initiated vendors, etc. At the end of this guide is an appendix listing sample Board-initiated process' school policies that are required as part of the cAls accreditation "
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CONFIDENTIALITY AGREEMENT – BOARD OF GOVERNORS COMMITTEES THIS AGREEMENT made as of the _____day of September 2026 BETWEEN: ________________________________(print name) (Hereinafter called the “Member”)
- and -
Kingsway Etobicoke School Corporation. (Hereinafter called “KCS”)
WHEREAS the Members is a member of a Committee of the Board of Governors of KCS (“the Board”); AND WHEREAS as a members participating at Committee meetings, the Members will have disclosed to her/him from time to time certain confidential and proprietary information concerning the affairs of KCS and its Board and other related entities. NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the Member being a Committee member and being provided certain confidential and proprietary information by KCS, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. As used herein, the following capitalized terms shall have the following meanings: “Agreement” means this confidentiality agreement entered into between the parties. “Information” means the confidential and proprietary information of KCS relating to its affairs and activities, including without limitation information concerning KCS’s students, parents, teachers, staff, curriculum, marketing, advertising, financial information, commercial information, written materials, studies, work in progress, ideas, concepts, and other data, in oral, written, graphic, electronic, or any other form or medium whatsoever, which may be disclosed to the Member by KCS, whether furnished before, on or after the date of this Agreement, together with all analyses, compilations, studies and other documents prepared by the Member which contain or refer to any such information, and the Member’s review of such information; and “Person” includes any person, firm, partnership, corporation, trust, or other legal entity. 2. The Member recognizes and acknowledges the sensitive nature and competitive value and confidential and proprietary nature of the Information provided to it hereunder and the losses, costs and damages that could result to KCS, its students, employees, Board of Governors, teaching staff and others if any Information is disclosed to any other Person and in connection therewith the Member covenants and agrees: (a) to keep the Information confidential, to use the Information only in connection with the Member’s duties as a Committee member, or as otherwise provided in this Agreement, not
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to make copies or permit others to make copies of any Information without the express written consent of KCS, not to use the Information after the termination of the Member’s tenure as a Committee member for any reason, and not to disclose in any manner whatsoever, in whole or in part, without the express written consent of KCS, any Information to any Person; (b) upon the request of KCS at any time, including after the Member’s duties as a Committee member cease, to return, within three days of such request, any requested Information, and all copies, summaries, extracts and other reproductions and notes of the contents or parts thereof provided to or produced by the Member which is in the hands of the Member, or, at KCS’s option, to destroy, within three days of such request, all such documentation and Information in which case such destruction shall be certified in writing to KCS by the Member. 3. The Member acknowledges and agrees that: (a) all matters that are the subject of a Committee meeting are confidential unless disclosed to the KCS community or the meeting is open to members of the public, namely individuals other than the directors, ex officio directors (if any), guests invited pursuant to the By-laws of KCS and counsel (if invited); (b) the Member shall not make any statement to the press or to the public in his or her capacity as a Committee Member unless such statement has been authorized by the Board. 4. In the event that the Member is requested pursuant to legal process to disclose any of the Information, the Member will provide to KCS notice to such effect and at the request of KCS will co-operate with KCS in seeking injunctive relief against the disclosure of such Information. 5. In the event that through legal process the Member is obligated to disclose any Information, the Member may do so without breaching the terms of this Agreement, provided that the Member first discloses the obligation to the Chair of the Committee and Chair of the Board and furnishes only that portion of the Information which she/he is legally required to do and the Member will use her/his best efforts to obtain an assurance that the Information so disclosed will be treated confidentially. 6. The Member shall have no obligation to maintain confidential any Information to the extent that the Member can establish that such Information: (a) is or becomes publicly known or readily ascertainable by the public, and through no wrongful act of the Member; (b) is received by the Member from a third party without breaching an obligation owed to any other Person, if the Member is not restricted by the third party from disclosing such Information. 7. The Member understands and agrees that the Information is and shall remain the exclusive property of the school at all times.
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8. The Member acknowledges and agrees that no right or license whatsoever is granted with respect to the Information or otherwise. 9. The Member agrees to indemnify and hold harmless KCS and its members, employees, and others from and against any losses, claims, damages, or liabilities arising out of any breach of this Agreement by the Member and to reimburse KCS for all expenses (including legal fees) incurred in connection therewith. 10. The obligations of the Member set out in this Agreement shall survive the Member ceasing to be a Committee member. 11. The Member agrees that no failure or delay by KCS in exercising any right, power or privilege hereunder shall operate as a waiver of the exercise of any such right, power or privilege. 12. The Member acknowledges and agrees that any breach of this Agreement could result in irreparable harm to KCS and its members and that damages would be an inadequate remedy. In the event of a breach or threatened breach of this Agreement, KCS shall be entitled to an injunction restraining any such breach, in addition to any other rights or remedies they may have, and the Member agrees not to oppose such application or proceeding. 13. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. 14. If any provision of this Agreement shall be held invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
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This Agreement is administered on behalf of Kingsway College School by Tiffany Jay, Chair of the Board of Governors. _____________________________ (Please sign electronically – Member’s Name)
By digitally adding your name, you are signing this Form electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Form and you consent to be legally bound by the terms and conditions in the Confidentiality Agreement.
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KINGSWAY ETOBICOKE SCHOOL CORPORATION Operating as KINGSWAY COLLEGE SCHOOL CONFLICT OF INTEREST POLICY BOARD OF GOVERNORS AND BOARD COMMITTEES September 2025 PURPOSE Kingsway College School (“KCS”) expects that persons serving on its Board of Governors (the “Board”) and Board committees as well as its employees will always conduct themselves with personal integrity, ethics, honesty, and diligence in the performance of their duties. It is essential that the Board and staff maintain, and are perceived to maintain, the highest standard of trust and integrity. The establishment of this Conflict-of-Interest Policy is not meant to prevent or exclude individuals or companies from doing business with KCS, but rather to ensure that fairness and openness prevail in all our business dealings. Conflicts of interest, real and perceived, often are unavoidable and should not prevent an individual from serving on the Board or its committees unless the extent of the interest is so significant that the potential for divided loyalty is present. APPLICATION This Conflict-of-Interest Policy applies to and governs the behaviour of all individuals serving on the Board and/or one of its Committees (“Members”).
What is a conflict? A conflict of interest exists where a Member’s personal interests interfere in any way with the interests of KCS. A conflict can arise when a Member or a close relative of a Member takes actions or have interests that may make it difficult for the Member to perform his or her work for KCS objectively and effectively. Such conflicting loyalties can cause a Member to give preference to personal interests in situations where responsibilities to KCS should come first. Members shall perform the responsibilities of their positions based on what is in the best interest of KCS, free from the influence of personal considerations and relationships. A conflict of interest exists when a Member or close relative of a Member, or the employer of either of the foregoing, could benefit disproportionately from others, directly or indirectly, from access to information or from a decision over which they might have influence, or, where
someone might reasonably perceive there to be such a benefit or influence. Examples of other possible conflicts of interest situations with respect to KCS include: • • •
a Member or a close relative of a Member has a personal or business relationship with KCS as a supplier of goods or services or as a landlord or tenant; KCS employs a Member or close relative of a Member; and a Member or a close relative of a Member works for or sits on the board of: o a competitor of KCS, or o a person/corporation which whom KCS has a business relationship.
Someone is considered a close relative if they are a spouse, a child, parent, grandparent, grandchild, brother or sister of a Member. The term also includes any other family member who resides in the same household as a Member or shares living quarters with a Member under circumstances that closely resemble a marital or partner relationship. In addition, a conflict may arise because of a Member’s relationship with someone, such as a close friend, who is not a close relative as described above. In determining whether a conflict exists, the focus is not the nature of the relationship between the Member and the other person (although this usually will be a relevant consideration). Rather, the focus is whether the Member’s loyalty to KCS is materially clouded given the circumstances. In any case where there is doubt in this regard, the Member should raise the issue in accordance with the procedure set out below.
Procedure for when a conflict exists. Members are expected to reveal any real or perceived conflict of interest. A Member must call a conflict of interest to the attention of the Board of Governors or to the relevant Committee of the Board as soon as possible once the conflict becomes apparent. After identifying the issue, matter or transaction with respect to which a conflict exists, a Member with a conflict shall withdraw from any further involvement in that issue, matter or transaction unless a majority of the disinterested Members of the Board or Committee shall determine that the conflict is: (i) immaterial or not adverse to the interests of the KCS, or (ii) the benefits of allowing the person with the conflict to participate in the discussion or consideration, but not the final decision, outweigh the dangers; in which case the person may participate in the discussion, study or consideration of the issue, matter, or transaction, but not the final discussion, decision or vote.
It is the duty of each Member to disclose any conflict of interest they are aware of to the Board or Committee. A Member who is uncertain as to whether s/he or any other Member may have a conflict should ask the Chair or the Vice-Chair of the Board, or the Chair of the Committee for an opinion. The Chair or Vice-Chair shall issue a written opinion which shall be presumed
to be correct and may be relied upon unless challenged by another Member, in which case the final decision as to whether a conflict exists shall be made by the Board or Committee by a majority vote. The Chair and Vice-Chair shall be advised of every opinion issued. Opinions shall, to the extent possible, avoid the disclosure of personal information while, at the same time, disclosing the basis for the opinion. Copies of all opinions will be retained and made available to the Board upon request to permit and encourage consistency. The declaration of any conflict and the resolution of that conflict (whether by recusal or by determination by disinterested Members under (i) or (ii), above) shall be recorded in the minutes of the Board or Committee meeting. A description of any conflict arising at the Committee level shall be tabled at the next Board of Governors meeting. OTHER GUIDELINES In addition to the foregoing, Members should not: (i) use inside information (i.e., information made available to them because of their position as a Member which is proprietary or confidential or otherwise not generally known to the public) for their personal advantage or that of any close relative; or (ii) accept any service, discount, concession, fee for advice or service or thing of value from any person or organization with an interest in an issue, matter or transaction in which KCS also has an economic or programmatic interest under circumstances that would suggest an obligation on the part of the Member to exert any influence on KCS to enter into a transaction or adopt, alter or abolish any policy or position. RATIFICATION All Members of the Board and its Committees will be given a copy of this policy and be asked to read it and sign the attached acknowledgement.
ACKNOWLEDGMENT CONFLICT OF INTEREST POLICY I have read the Guidelines on Conflict of Interest. I accept the Conflict-of-Interest Policy and confirm that I am in compliance with it at this time (unless otherwise noted below). I will abide by this policy while representing KCS on its Board or Board Committees. Should a conflict of interest on my part arise, I will promptly notify in writing the Chair or Vice-Chair of the Board or the Chair of the Board Committee, as applicable. Name: __________________________________________________ (Please Print) Date: _____________________________________________________ Disclosure Statement Name of organization related to the conflict of interest
Nature of the conflict of interest
It is my understanding that this information will be retained in the files of KCS and will not be made public. I understand that the information may be shared with the Board.
Name:________________________________________________
By digitally adding your name, you are signing this Form electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Form and you consent to be legally bound by the terms and conditions in the Conflict of Interest Policy.
KCS Mission, Vision & Values Process → Result Over the course of the year, as a community, lead by our Head of School, with the support of the Senior Administrative Team, we have undertaken a fulsome process to learn and listen for signals within the community to answer who we are, what we believe and what we aspire to believe. Many different constituencies contributed to the process. It has been a deliberate, iterative, and participatory process to examine our Mission, Vision, and Values as foundational elements of its next Strategic Plan. This work below draws from: ● ● ● ● ● ● ●
Listening Tour insights (faculty, students, families) Community Consultation from 2025-2026 CAIS Accreditation findings Jr. School Faculty engagement Sr. School Faculty engagement Parent focus group engagement Board engagement at the May Retreat
As a result, we are now a school that has articulated WHY we are here, WHAT we aspire to be, and WHAT we believe. When taken alongside the Portrait of a KCS Graduate, this represents a very strong shift towards naming our value proposition, acknowledging shifts in the educational landscape, and contemporizing our position in the market.
Mission Statement: KCS develops curious learners who aspire to achieve, act with purpose, and shape a changing world.
This Mission reflects several consistent themes that emerged through the consultation process: ● ● ● ●
“teaching how to learn” student agency and adaptability purposeful contribution beyond the classroom lifelong learning rooted in curiosity and resilience
We are moving away from: ● ● ●
“defining force,” which many participants felt was overly aggressive or externally focused “ultimate potential,” which was seen as fixed and limiting rather than growth-oriented “Steward” which was seen as too passive
We are moving towards: ● ● ● ● ●
more precise language concise memorable strategically useful and authentically reflective of KCS today and into the future
Vision Statement KCS will be a leading learning community where strong relationships, student agency, and experiential learning, inspire students to shape the future with confidence, purpose, and impact.
This lays out a future-state that: ● ● ● ●
feels aspirational, reflects the future-state of the school remains distinctly KCS and ties directly to the strategic themes that consistently emerged: ○ relationships ○ experiential learning ○ agency ○ future readiness ○ and purposeful impact
This Vision statement reflects the strongest future-oriented themes that emerged from: ● ● ●
the Board’s “Crazy 8s” design sprint work faculty discussions around agency, co-authored learning, and real-world application KCS signature programs such as PATH, KCS by Design, Outdoor Education, and experiential learning
The Vision intentionally emphasizes: ● ● ● ● ●
achievement as high standards learning beyond traditional classrooms, courage and risk-taking, adaptability in a changing world, and the deeply relational culture that differentiates KCS
Core Values Curiosity: We ask thoughtful questions, explore deeply, and embrace learning as a lifelong pursuit.
Community: We build meaningful relationships rooted in belonging, respect, and care.
Courage: We take meaningful risks, embrace challenge, and grow through discomfort.
Compassion: We act with empathy, kindness, and a commitment to supporting others.
Excellence: We strive for high standards, purposeful effort, and continuous growth in all that we do.
Integrity: We strive to say what we do, and do what we say, uphold commitments, and uphold our promises to ourselves and others.
These six values emerged with remarkable consistency across Board and faculty engagement work and reflect a balance between: ● ● ●
character and achievement belonging and ambition well-being and rigor
TAKEN TOGETHER: Mission Statement KCS develops curious learners who aspire to achieve, act with purpose, and shape a changing world.
Vision Statement KCS will be a leading learning community where strong relationships, student agency, and experiential learning, inspire students to shape the future with confidence, purpose, and impact.
Values Curiosity: We ask thoughtful questions, explore deeply, and embrace learning as a lifelong pursuit
Community: We build meaningful relationships rooted in belonging, respect, and care
Courage: We take meaningful risks, embrace challenge, and grow through discomfort
Compassion: We act with empathy, kindness, and a commitment to supporting others
Excellence: We strive for high standards, purposeful effort, and continuous growth in all that we do
Integrity: We strive to say what we do, and do what we say, uphold commitments, and uphold our promises to ourselves and others
KCS POLICY & PROCEDURE MASTER LIST Review Schedule - Summer 2025 COMPLIANCE REPORT TO BOARD
BOARD APPROVAL
Yes
Yes
Yes
Yes
POLICY / PROCEDURE
DEPARTMENT
REVIEW CYCLE
LAST REVIEWED
Academics Academic Honesty Policy Class Size Policy Homework Policy Recommendations to Amend Class Size
policy policy policy procedure
Academics Academics Academics Academics
Annual As required Annual As required
Jul 2025 Aug 2014 Jul 2025 Aug 2014
Admissions Enrollment Management Plan KCS Admissions Procedures
procedure procedure
Admissions Admissions
as required as required
Aug 2024 Aug 2024
Advancement Fundraising Policies and Guidelines
policy
as required
Jul 2024
Yes
KCS Funds Management Policy
policy
Advancement Advancement / Business Office
as required
Jul 2024
Yes
Emergency Procedures Bomb Threats Emergency Response Plan Emergency Procedure for Power Outages Fire Safety Plan - Junior School Fire Safety Policy Lockdown Policy and Procedures Lockdown Summary Sheet Security Procedures
policy procedure procedure procedure policy policy procedure procedure
Operations Operations Operations Operations Operations Operations Operations Operations
Annual Annual Annual Annual Annual Annual Annual Annual
Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025
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KCS POLICY & PROCEDURE MASTER LIST Review Schedule - Summer 2025 COMPLIANCE REPORT TO BOARD
BOARD APPROVAL
Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025
Yes Yes Yes Yes Yes Yes
Yes Yes Yes Yes Yes Yes
as required as required as required as required
Aug 2025 Aug 2025 Aug 2025 Oct 2019
Yes Yes Yes
Management / Committee input
as required
Jun 2024
Yes
procedure policy policy policy procedure
Operations Operations Operations Operations Operations
Annual Annual Annual Annual Annual
Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025
procedure
Operations
Annual
Aug 2025
POLICY / PROCEDURE
DEPARTMENT
REVIEW CYCLE
LAST REVIEWED
Weapons and Firearms Policy
policy
Operations
Annual
Aug 2025
Finance Budget Management Policy Bursary Policy Capitalization Policy Cheque Signing Policy Investment Policy Tuition Policies and Guidelines
policy policy policy policy policy policy
Business Office Business Office Business Office Business Office Business Office Business Office
Annual Annual Annual Annual Annual Annual
Governance Confidentiality Agreement - Volunteers Confidentiality Agreement - Governors Conflict of Interest Policy - Board KCS By-Laws
procedure procedure policy
Operations Operations Operations
KCS Risk Management Review
procedure
Health and Medical Issues Accident Report Form Asthma Policy Anaphylaxis Policy Concussion and Head Injuries Policy Concussion Medical Clearance Form Concussion Code of Conduct - Parents and Guardians
Yes Yes Yes
9/11/2025
KCS POLICY & PROCEDURE MASTER LIST Review Schedule - Summer 2025 POLICY / PROCEDURE
DEPARTMENT
REVIEW CYCLE
LAST REVIEWED
procedure
Operations
Annual
Aug 2025
procedure
Operations
Annual
Aug 2025
policy procedure procedure policy procedure procedure policy policy policy procedure
Operations Operations Operations Operations Operations Operations Operations Operations Operations Operations
Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual
Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025
procedure
Operations
Annual
Aug 2025
procedure procedure
Operations Operations
Annual Annual
Aug 2025 Aug 2025
procedure procedure procedure procedure
Business Office Business Office Business Office Business Office
Annual Annual Annual Annual
Sep 2025 Sep 2025 Sep 2025 Sep 2025
Deferred Compensation Plan or '4 over 5' Leave
procedure
Business Office
Annual
Sep 2025
Disconnect from Work Policy Employee Classification
policy procedure
Business Office Business Office
Annual Annual
Sep 2025 Sep 2025
Concussion Code of Conduct - Students Concussion Code of Conduct Coaches/Teachers CPR First Aid and Safety Emergency Response Barriers - Employee Emergency Response Barriers - Student Head Lice Individualized Employee Support Plan Individualized Student Support Plan Medication Policy Pink Eye (Conjuctivitis) Policy Prevalent Medical Conditions Policy Prevalent Medical Conditions - Asthma Prevalent Medical Conditions Anaphylaxis Prevalent Medical Conditions - Diabetes Prevalent Medical Conditions - Epilepsy
Human Resources: Employment Administrative Staff Authorized Expense Reimbursements Bereavement Confidentiality and Intellectual Property
COMPLIANCE REPORT TO BOARD
BOARD APPROVAL
Yes
9/11/2025
KCS POLICY & PROCEDURE MASTER LIST Review Schedule - Summer 2025
Employee Concern Policy (Whistleblower Policy) Employee Duties Human Rights Compliance Jury Duty KCS Property Leave of Absence without Pay Leaves of Absence provided by ESA Maternity and Parental Leaves Outside Employment Pay Advances Pay Periods and Method of Payment Payroll Corrections Performance Appraisals and Staff Position Dialogues Personal Days Personnel Files Probation Progressive Discipline - Faculty & Staff Religious Holidays Resignation Short Term Disability Policy Sick and Personal Leave Termination for Cause Termination without Cause Vacation and Holidays Work Schedules
POLICY / PROCEDURE
DEPARTMENT
REVIEW CYCLE
LAST REVIEWED
policy
Business Office
Annual
Sep 2025
procedure procedure procedure procedure procedure procedure procedure procedure procedure procedure procedure procedure procedure procedure procedure policy procedure procedure policy procedure procedure procedure procedure procedure
Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office Business Office
Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual Annual
Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025
COMPLIANCE REPORT TO BOARD
BOARD APPROVAL
Yes
9/11/2025
KCS POLICY & PROCEDURE MASTER LIST Review Schedule - Summer 2025
Human Resources: Hiring and Onboarding Criminal Records Checks Employee Orientation Employment of Relatives Equal Employment Opportunity Recruitment and Selection
Human Resources: Occupational Health and Safety Occupational Health and Safety Workplace Harrassment Policy and Procedures Workplace Violence Policy and Procedures
School Operations Accessibility Policy, Integrated Accessibility Standards, Accessibility Notices Accessibility Standards for Customer Service Policy Busing Guidelines for Field Trips Field Trip Approval Form Field Trip Checklist Incident Management Procedures Out of Country Travel Consent Form Overnight Trip Code of Conduct for Students
COMPLIANCE REPORT TO BOARD
BOARD APPROVAL
Aug 2025
Yes
Yes
Annual
Sep 2025
Yes
Yes
Business Office
Annual
Sep 2025
Yes
Yes
policy
Business Office
Annual
Sep 2025
Yes
Yes
policy
Business Office
Annual
Sep 2025
Yes
Yes
procedure procedure procedure procedure procedure
Operations (JS) Operations (JS) Operations (JS) Operations Operations
Annual Annual Annual Annual Annual
Aug 2025 Aug 2025 Aug 2025 Aug 2025 Aug 2025
procedure
Operations
Annual
Aug 2025
POLICY / PROCEDURE
DEPARTMENT
REVIEW CYCLE
LAST REVIEWED
policy procedure policy procedure procedure
Business Office Business Office Business Office Business Office Business Office
Annual Annual Annual Annual Annual
Sep 2025 Sep 2025 Sep 2025 Sep 2025 Sep 2025
policy
Operations
Annual
policy
Business Office
policy
9/11/2025
KCS POLICY & PROCEDURE MASTER LIST Review Schedule - Summer 2025
Policy on Extracurricular Activity Policy on Human Rights POLICY ON RECORDS AND RETENTION, DISPOSAL AND MANAGEMENT OF DOCUMENTS - NEW POLICY REVIEW POLICY - NEW Risk Assessment - Field Trip Risk Assessment - Overnight Trip Smoke-Free Environment TRANSPORTATION POLICY - NEW Winter Closing and Snow Days
Students Anti-Racism Policy Anti-Racism Procedures Anti-Sex Trafficking Policy Bullying Prevention and Intervention Code of Conduct Dance Procedures Counselling Guidelines Equity and Inclusive Education Policy Exemption from Instruction Related to the Human Development and Sexual Health Expectations Guidelines for the Support of Trans and Gender Diverse Students Progressive Discipline - Students Reporting Abuse and Neglect of Students
POLICY / PROCEDURE
DEPARTMENT
REVIEW CYCLE
LAST REVIEWED
policy policy
Academics Well-Being
Annual Annual
Jul 2025 Jun 2025
policy
Business Office
Annual
policy procedure procedure policy policy policy
Operations Operations (JS) Operations (JS) Operations Operations Operations
Annual Annual Annual Annual Annual Annual
policy procedure policy policy policy procedure procedure policy
Operations Operations Well-Being Operations Operations Operations (JS) Well-Being Well-Being
Annual Annual Annual Annual Annual As required Annual Annual
Jul 2025 Jul 2025 Jun 2025 Jul 2025 Jul 2025 Jun 2025 Jun 2025 Jul 2025
policy
Academics
Annual
Jul 2025
procedure
Well-Being
Annual
Jun 2025
policy policy
Operations Well-Being
Annual Annual
Jul 2025 Jun 2025
COMPLIANCE REPORT TO BOARD
BOARD APPROVAL
Aug 2025 Aug 2025 Aug 2025 Aug 2025
9/11/2025
KCS POLICY & PROCEDURE MASTER LIST Review Schedule - Summer 2025
Restriction of Cannabis Sexual Assault/Sexual Abuse Protocol Sexual Harassment - Students Suicide Prevention Protocol Supporting Students With Service Animals Student Well-Being Procedures
Technology, Privacy, and Intellectual Property Acceptable Use of Technology Faculty/Staff Backup and Disaster Recovery Policy IT Asset Management Policy IT System Access Policy Privacy Policy - Students, Parents, Alumnae Privacy Policy - Employees and Volunteers Social Media Policy - Staff
COMPLIANCE REPORT TO BOARD
BOARD APPROVAL
Jul 2025
Yes
No
Annual Annual Annual
Jul 2025 Jul 2025 Jul 2025
Yes Yes Yes
No No No
Business Office
Annual
Sep 2025
Yes
Business Office Business Office
Annual Annual
Sep 2025 Sep 2025
Yes Yes
POLICY / PROCEDURE
DEPARTMENT
REVIEW CYCLE
LAST REVIEWED
policy procedure policy procedure policy procedure
Operations Well-Being Operations Well-Being Well-Being Well-Being
Annual Annual Annual Annual Annual Annual
Jun 2025 Jun 2025 Jul 2025 Jun 2025 Jun 2025 Jun 2025
policy
IT
Annual
policy policy policy
IT IT IT
policy policy policy
INSTRUCTIONS: 1) Any new policy added to this list MUST be presented to Governance Committee; Governance Committee will advise if policy requires Board Approval. 2) Policies requiring Board Approval for any amendments are indicated ("yes").
9/11/2025
KCS POLICY & PROCEDURE MASTER LIST Review Schedule - Summer 2025 POLICY / PROCEDURE
DEPARTMENT
REVIEW CYCLE
LAST REVIEWED
COMPLIANCE REPORT TO BOARD
BOARD APPROVAL
3) Where compliance requirement indicated ("yes") Governance Committee will provide the Board with confirmation of compliance. 4) Assistant Head of Junior School will advise Governance Committee of updates at each meeting.
9/11/2025
Risk Appetite Statement & Summary Table Background In 2016/17, a third-party service provider audited the Enterprise Risk Management (ERM) program. The most significant recommendation included the development of Risk Appetite Statements. Executive supported the development of Risk Appetite Statements based on value drivers corresponding to the Strategic Framework. After consultation with campus leaders, these Risk Appetite Statements were submitted to the Board of Governors in January 2019 where they were formally adopted. This consultative approach allowed for the creation of high-level statements that represent the key value drivers of the university and that define the broad level of risk UVic is willing to accept in the pursuit of its mission. During consultation with stakeholders there were many areas identified where the integration of the Risk Appetite Statements would assist in the day to day operations of the university. One integration point was the Academic and Administrative Service Planning processes, with Risk Appetites being overlaid on these plans to assist in identifying priority initiatives with supporting resources. What is Risk Appetite? Risk Appetite defines the amount and type of risk that the university is prepared to accept when completing our usual activities and considering new opportunities. It is the responsibility of each leader, faculty and staff to ensure that they identify and manage risks in accordance with our appetites. The Risk Appetite Statements summarize UVic’s appetite for risk by value driver (e.g., academic, research, etc.).The risk appetite summary table provides further refinement on each value driver by identifying key activities and where they reside on the risk appetite continuum. For example, our operational appetite for risk in health and safety is very low; on the other hand, the risk appetite to take risks related to pursuing research opportunities is high. Where initiatives cross multiple value drivers and have different risk appetites, discussion is necessary to determine how to proceed. For instance, from an academic perspective there is high risk appetite to roll out a new program, but there is low risk appetite for irreparably harming the UVic brand. The UVic Impact Rating Scale is intended to be read in conjunction with the Risk Appetite Statement. It is not intended to directly correlate to the amount of risk that UVic is prepared to accept, but rather to serve as a guide. Risk Appetite Statements are intended to: define the risk universe/culture of the university; establish a consistent view of the risk parameters the university operates in; and establish boundaries for risk management activities to determine whether further risk mitigation strategies are required. Leaders, faculty and staff should familiarize themselves with these appetites and when evaluating the risks inherent in their initiatives consider if these risks correspond with a particular risk appetite and its key activities. Where an initiative’s risks exceeds appetites, it needs to be determined if the initiative should proceed, if additional mitigation is required, or further consultation is necessary. Conversely, the Risk Appetite also informs where we may be prepared to accept risk in pursuit of the benefit of a particular opportunity. For questions please contact: Ben McAllister at bmcallis@uvic.ca
Risk Appetite Statement: Academic Risk Appetite Statement: UVic has a high risk appetite in the pursuit of academic excellence that enhances students’ learning and experience. This includes innovation in academic programming, experiential learning and co-curricular opportunities that support academic and personal success, lifelong learning, leadership, social responsibility and community engagement. UVic has a very low risk appetite for poor quality learning and teaching practices and environments, academic programs, or student experiences that do not meet the values, goals and academic standards of the university. Research Risk Appetite Statement: UVic has a high risk appetite to excel in diverse forms of research and creative activity, innovation and knowledge mobilization that advances human knowledge, improves and enriches lives, tackles global challenges, and promotes the sustainability of the planet. In support of this objective UVic makes strategic investments in infrastructure and research services. UVic has a low risk appetite for non-compliant research conduct, including conduct that is unethical. Financial Risk Appetite Statement: UVic needs to remain financially sustainable to continue to serve its purpose and achieve its aspirations. UVic has a medium risk appetite for making financial investments that support strategic initiatives, diversify revenue or reduce costs. UVic has a low risk appetite for misuse of university resources and unnecessary liabilities. Operational Risk Appetite Statement: UVic has a very low risk appetite to accept risks to the health, safety and well-being of faculty, staff, students and others on our campuses. It is not our intention to avoid risky activities which are part of running a university; however, a strong culture of health and safety awareness and risk management is expected of all faculty and staff. UVic has a very low risk appetite for misconduct, harassment or discrimination that undermines the integrity of the university. UVic has a low risk appetite for business interruptions at critical periods of operations impacting faculty, staff and students. The ability to support operations on a day-to-day basis is important to UVic and as a result, has a medium to high risk appetite for change necessary to ensure that the university has the right resources, processes, policies, technologies and structures to optimize performance.
June 6, 2019
Reputational Risk Appetite Statement: UVic’s reputation is sustained by the quality of our contributions to a better future for people, places and the planet through teaching, student experience and research excellence. UVic has a high risk appetite in pursuing academic, research and student activities and initiatives that will advance our reputation. UVic has a high risk appetite in working with partners locally and globally to establish deep and long-lasting connections that will contribute to advancing our profile and reputation. UVic has a low risk appetite for risks that will compromise or prevent us from delivering on our values and commitments, irreparably harm the university’s brand and significantly diminish our role as a partner and contributor to the communities we serve.
June 6, 2019
Risk Appetite Summary Risk Appetite Range Approach to Risk
Very Low
Low
Medium
A cautious approach towards taking risk
High
A balanced approach to risk-taking
Very High
An aggressive approach to taking risk
Key Activities Academic Standards & Integrity
Academic Quality in Learning & Teaching
Research
International Partnerships Quality of Student Experience
Learning & Teaching Innovation
Alternative Delivery Models
Advanced Research Training
Research non-compliance / misconduct
Research collaboration and partnerships
Engaging with local and global communities
Financial
Financial Flexibility/ Contingency
Critical business disruption
Operational Health & Safety
Investment (short-term pool)
Protection of Assets
Government Expectations
Reputational
Compliance with Key Legislation International Engagement / Positioning
Attracting Research Revenue
Inclusive & Diverse Research
Investment (Staff Pension Plan)
Entrepreneurial activities
Fit for purpose physical infrastructure Leadership Compatibility and Effectiveness
Attracting high performing research talent
Strategic Investments
Cash Flow Fraud
Academic Inquiry
Impactful Research
Financial Sustainability Financial Stewardship
Providing access to under-represented populations
Experiential Learning
Fundraising
Diversification of revenue
Talent Management & Professional Growth Organizational changes to optimize performance
Government/Political Engagement & Advocacy Strategic Associations & Partnerships
Brand Differentiation Local community Engagement
June 6, 2019
General Questions on Risk Appetite at Management and Board Level For our discussion on Wednesday, we will be focusing on risk appetite for experiential activities and offsite excursions at KCS. This is a subset of the larger picture of risk appetite at the organization. Included below is the language on ascertaining the importance of risk appetite at the organization. This information is background for our discussion. 1. Using the categories below, rate your perceived risk appetite related to the following (rating can be broad, such as high, medium, or low, or precise, such as specific metrics that should not be exceeded): a) Employee health and safety b) Alumni expectations c) Diversity and inclusion d) Experiential education e) Environmental responsibility f) Financial reporting g) Meeting donor expectations h) Strategic initiatives/growth targets i) Innovation in education j) Operational performance k) Staff recruitment l) International student opportunities As you rate each category, indicate areas where you believe the organization is taking either too much or too little risk in pursuing its objectives. 2. How would you rate the effectiveness of the organization’s process for identifying, assessing, managing, and reporting risks? What are the major areas for improvement? What are the core areas that risk can be bucketed into? 3. What tools will help the board provide effective oversight of the risk appetite through its governance process? This includes board committees and/or the board itself to accept the appetite and to monitor over time that management is adhering to the overall risk appetite in pursuit of value/goals. 4. Whom do you see as more accepting of risk, or more willing to take risks to meet the School’s strategic objectives? o Senior Leadership / Management o The Board o Management and board have similar levels of acceptable risk 5. Do you believe there are risks considered to be above the organization’s existing risk appetite that need to be reduced? 6. What are examples of risks over the past 5 to 10 years that were above the School’s risk appetite? 7. What are some areas that School needs to take more risks with to achieve their strategic objectives?
Importance of Risk Appetite for an Educational Organization •
•
•
When the board and SLT consider a strategy, they should determine whether that strategy aligns with the organization’s risk appetite. When properly communicated, risk appetite guides SLT and management in setting goals and making decisions so that the organization is more likely to achieve its goals and sustain its operations. SLT and the board must make choices in setting risk appetite, understanding the trade-offs involved in having higher or lower risk appetites.
A Risk Appetite Statement(s) Should Include the Following:
Sample Scale When Considering Levels of General Risk Appetite for Organizational Key Areas
CRISIS RESPONSE PLAN (being reviewed and updated)
GOVERNANCE AND NOMINATING COMMITTEE Board Self-Assessment of Governance Requirements for 2024/2025 June 2025 The purpose of this report is to provide the Kingsway College School (KCS) Board of Governors with an assessment of whether good corporate governance practices were achieved by the Board and the school during the past school year. It is also intended to provide an assessment of: a) in cases where governance requirements have been met or attained, how effectively this was done; and b) in cases where governance requirements have not been met or attained, what steps need to be taken to ensure compliance going forward. The Board has established the following standards and metrics by which it will self-assess and consider whether it has achieved its governance goals. The Governance Committee has provided its comments and/or recommendations as to what these assessments should be for 2024/25. It welcomes comments and discussion with respect to these assessments at the meeting of Board scheduled for June 4, 2025. Governance is a shared responsibility of individual Governors, the Board as a whole, and school management. That said, there are aspects of governance that tend to reside primarily with one particular constituency of the school community. Responsibility of School Management The following issues/activities are primarily the domain of school management with the Board exercising an “oversight” responsibility. 1) Ensure there is a process to review, update and upgrade, as may be deemed necessary, appropriate curricular and extra-curricular programming and ensure that such programming is compliant with Ministry of Education guidelines. Programming reviews continued in the requisite areas and were conducted throughout the year via management’s periodic reports to the Board which were presented by the various members of the management team. In order for KCS to grant students the Ontario Secondary School Diploma (OSSD), or credits toward the OSSD, it is inspected by the Ministry of Education. Inspections are facilitated at least every two years and assesses the school is compliant with requirements in the areas of curriculum, student experience, assessment and evaluation practices, and academic record keeping. The last inspection at the KCS Senior School was completed in May 2024. 2) Ensure that Canadian Accredited Independent Schools (CAIS) standards are maintained and that any follow up items subsequent to any CAIS review are appropriately delegated, action plans prepared, and steps taken in timely and comprehensive manner. The CAIS accreditation process is a comprehensive evaluation of independent schools, ensuring they meet or exceed a set of 12 National Standards. This process achieves the dual
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purpose of accountability and school improvement - aligning school practices to the highest National Standards through a process that combines an internal self-study and an external peer review. The timeline for the full accreditation process is typically 12 to 18 months, with rigorous internal self-study and an intensive external peer review. Accredited schools like KCS are held accountable to their mission, vision, commitments, and strategic goals, ensuring the highest standards in education. KCS is presently undertaking its internal self-study to be submitted in September 2025. A Peer Review Team will be formed with representatives from other CAIS schools. The Peer Review Team is scheduled to be on-site at both the KCS Junior School and Senior School campuses November 16-19, 2025. Working from the school’s Self Study, the Peer Review Team spends four days in the school meeting with the entire community including students, faculty and staff, parents, alumni and Board members. The Peer Review Team observes classes and all other activities of the school. The Peer Review Team’s objective is to validate the school’s self-study and further support the school to prioritize opportunities for growth. The Peer Review Team completes their review by providing KCS with a report (anticipated by January 2026) containing an overview of where the school stands in terms of each standard’s Indicator of Effective Practice and offers commendations (what the school is doing exceptionally well) and recommendations (areas of growth that require action by CAIS). 3) Ensure that all requisite and appropriate policies, procedures and standards are in place, are compliant with applicable legislation, and are reviewed and updated as may be necessary. KCS has compiled a comprehensive set of over 100 policies and procedures, covering a wide range of areas including health and safety, employment, governance, technology, finance, advancement, and workplace practices. To ensure these policies remain current and effective, school management actively engages in professional development through the Canadian Accredited Independent Schools (CAIS) and the Conference of Independent Schools (CIS). Additionally, CIS supports member schools by providing regularly updated, relevant policy resources. KCS prioritizes the review of recommended updates and the adoption of new policies and procedures. These changes are brought forward to the Governance Committee and to the Board, where appropriate, and implementation is supported by management, staff and teachers. 4) Ensure there are adequate and effective programs in place to manage and enhance the reputation and image of the school. The Head of School takes direction on managing and enhancing the school’s reputation, in part, from the input received and output arising from the school’s strategic planning work each year. Marketing and communications are critical to the success of KCS to keep our community informed, engage families and prospective families, build community within our staff and teachers, celebrate the school’s activities, maintain connections with alumni and foster relationships and connection in our donor community. The school is continuously evaluating
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marketing and communications tools and reach to make improvements and evolve this program to further extend and support the reputation of the school. The launch of the Senior School has significantly elevated the school’s profile, reinforcing KCS’s position as a comprehensive JK–Grade 12 institution. With the first cohort of Grade 12 students set to graduate in June 2025, the school is reaching a pivotal milestone. This achievement provides a strategic opportunity to strengthen marketing efforts, highlight the full continuum of the KCS educational journey, and further enhance the school's brand identity and visibility within the broader community. 5) Ensure there is a process in place to make certain that effective staffing/human resources policies and procedures, and compliance with legal requirements, are in place and are being followed. Management has in place appropriate and effective processes to address staffing and human resources issues. The Head of School keeps the Board Chair apprised of his plans relative to succession planning for key management roles. Following the retirement announcement of its long-serving Head of School, Derek Logan, KCS launched a comprehensive search for new leadership in June 2024. A representative search committee—composed of Governors (current and alumni parents), management and faculty— was formed to guide the process. Partnering with a respected search firm specializing in education, KCS engaged in broad community consultation to help shape the leadership profile. The process attracted strong national interest and concluded with the appointment of the new Head of School in January 2025, Garth Nichols, with the goal of ensuring a smooth and wellsupported leadership transition effective July 2025. To ensure HR policies and procedures remain current and effective, KCS engages in ongoing professional development through CAIS and CIS. These organizations provide regularly updated policy resources, which KCS reviews and adopts as appropriate. Recommended changes are brought to the Governance Committee and, when necessary, to the Board for approval. Implementation is supported by school management to ensure alignment across the organization. 6) Ensure there are appropriate financial policies, procedures and controls in place to ensure both the short and long term viability of the school as well as any legal and regulatory obligations of the Governors (i.e. such as tax remittances). KCS maintains and monitors its financial controls, aligning with CAIS and accepted accounting practices. The school’s finances are reviewed regularly by the Finance Committee of the Board and quarterly by the full Board. An external audit is also completed annually during the summer months and presented to the Finance Committee and the Board early in the Fall of each year. Ernst & Young continues in its role as auditor for the school and is approved by the membership at each Annual General Meeting in November of each year. 7) Ensure there are adequate and sufficient insurance coverages and risk management practices in place for potential liabilities that the school, its directors, officers, and employees may face (including, in the case of Governors, Directors and officers (D&O) liability insurance).
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Coverage is reviewed annually and the insurance broker for KCS reviews coverage annually and recommends changes to address any material risks. KCS has been advised by its broker it is fully covered by its insurance policies.
Responsibility of Board The following issues/activities are primarily the domain of the Board but for which, if appropriate, it may seek school management’s support to achieve. 8) Ensure there is a periodic re-assessment/review of the mission, vision and values of the school to ensure they are calibrated against the changing external environment and the ongoing and future needs of the school and its stakeholders. In April 2022, the mission, vision and values of the school were reviewed at strategic planning offsite meetings facilitated by Future Design School (FDS) to inform the development of the School’s strategic plan and key priorities. A community survey was undertaken in March 2025 to inform strategic directions and the upcoming accreditation self-study and peer review process. FDS reported back at the May 2025 May strategic planning offsite meeting. Priorities for the upcoming school year will be established by the senior management team under the leadership of the new Head of School over the course of the summer, aligned with the strategic goals and shared with the Board in the fall. 9) Ensure that effective documentation emanating from the periodic review of the school’s strategic plan has been prepared and maintained, that progress towards attainment of the school’s strategic plan is being tracked and monitored, and that decisions at the Board are being taken as a result of, and in light of, the strategic plan review. The Board participates in annual strategic planning sessions facilitated by Future Design School, most recently in May 2025. Priorities for the upcoming school year will be established by the senior management team under the leadership of the new Head of School over the course of the summer, aligned with the strategic goals and shared with the Board in the fall. 10) Develop a comprehensive but disciplined schedule of issues and topics to be presented to the Board and/or its various committees throughout the year, including meaningful opportunities for generative discussions. The Board uses a “rolling agenda” process, which provides a forecast of agenda items for the school year and is integrated with the strategic and action plans for the year. The Board periodically focuses on generative discussions and has reaffirmed the importance of ensuring adequate time is set aside for this purpose. The use of a consent agenda allows time at each Board meeting for generative discussions and to focus on priority discussions. 11) Ensure the performance of the Head of School is evaluated on a regular basis by the Board through a practiced and understood process, and ensure that the results of this evaluation are appropriately communicated and documented. Traditionally, the Head of School provides the Board with a written report on his goals at the annual June Board meeting, which coincides with the end of the school and fiscal year. KCS is undergoing a transition to a new Head of School. The new Head joins the school on July 1,
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2025. A committee of the Board has been established as a Transition Team to support the new Head in his first year, set goals and establish an evaluation process with respect to those goals. 12) Review mechanisms to ensure there is effective ongoing communication between the Head and the Board. The Head of School provides a written report to the Board at each Board meeting. This report combined with the ability of Governors to pose questions on it, or any other matters of concern each month, provide ample opportunity for ongoing communication between the Head and Board. There is also considerable contact between the Head, the Chair, and the various individual Governors through Board committees on which the Head sits in an ex-officio capacity. Governors who wish to address specific issues directly with the Head are encouraged to do so outside of formal meetings. 13) Ensure there are effective communication mechanisms in place between the Board and the key stakeholders at the school, and in particular the parent members of the corporation.
KCS places a high priority on meaningful engagement with key stakeholders. During the Head of School search process, the Seach Committee facilitated a community-wide survey in October 2024 and hosted focus groups to gather broad input (students, staff, teachers, parents and alumni). In March 2025, a second community survey was conducted to inform both strategic planning and the school’s self-study for the upcoming Fall accreditation. The school also benefits from a highly engaged Parent Network (PN), with many parents actively volunteering their time and talents. The PN maintains regular communication with the Board, including presentations of detailed reports and participation in joint strategic planning sessions. Senior management works in close collaboration with the PN to promote continuous improvement, foster inclusivity, and maintain transparent communication around school priorities. The PN further strengthens community engagement through events, parent programming, and support for student initiatives. Responsibility of Governance Committee The following issues/activities are primarily those of the Governance Committee but for which it may seek the input and/or support of other Board Committees or individual Governors. 14) Have in place an effective plan to ensure the placement and development of Governors in a timely fashion and the appropriate succession to positions of responsibility on the Board. A process is in place to ensure the placement and development of Governors and appropriate succession. The Governance and Nominating Committee together with the Chair of the Board discusses the need to ensure that the Board has within its membership the optimum balance of skill sets and capabilities, depending in large measure upon the strategic goals of the school at any given time. The Governance Committee also reaches out to the community to encourage applications from potential Governors and includes “at large” members of the Corporation (as distinct from Governors of the Corporation) on Committees of the Board. This process is crucial to the identification and development of potential future Board members.
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15) Develop and maintain an appropriate orientation process for new appointees to the Board, including ensuring there is a clear understanding of the respective functions of the Board and the school management/administration. New Governors receive an orientation from the Head and Board Chair prior to commencing their terms of office which includes being provided with a Board Orientation Binder with relevant written materials to assist them in understanding the expectations and responsibilities of serving on the Board. New Governors are also encouraged to attend the annual CAIS/CIS workshop for new Governors held each Fall and to attend the September & October Board meetings as nonvoting. In April 2025, the Board organized a special presentation and discussion session for all Governors, featuring a leading Canadian expert in board governance. This professional development opportunity reinforced best practices in independent school governance and supported the Board’s ongoing commitment to effective, informed leadership. 16) Maintain an appropriate mechanism for periodic board self-evaluation including, as may be deemed appropriate from time to time, the evaluation of the Board as a whole, and/or any standing committees (and/or task forces) of the Board, and/or any members of the Board on an individual basis. The Board Chair runs an annual self-evaluation survey for Governors, which was last completed in September 2024. The timing of the next evaluation is under consideration with the intent to release the next evaluation by September 2025. 17) Review periodically the role, mandate and conduct of the Board itself and its various committees and/or task forces, as well as the various processes and methods by which the Board fulfills its duties and responsibilities (including the content of the meetings of the Board), and recommending revisions as may be deemed necessary. A review of the committee mandates was completed in January 2025 and reported to the Board. 18) Ensure the by-laws of the Corporation are updated as may be necessary and appropriate. The Governance Committee regularly reviews and identifies necessary updates to ensure alignment with best practices and legal requirements. Recommended changes are brought forward for Board and membership approval. The By-Laws were most recently updated in November 2023.
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Committee Mandates Advancement Committee Mandate (2023-2024) KCS Advancement Committee Mandate, Responsibilities and Goals/ Objectives The purpose of the Advancement Committee is to provide support and guidance to the Director of Advancement and Head of School in the development and implementation of the School’s fundraising strategies and activities, stakeholder engagement strategies and activities, and associated policies. The committee ensures these activities are consistent with and support the school’s Strategic Plan.
Membership The committee is comprised of the Head of School, Director of Advancement, Director of Finance and members of the KCS community who have expertise and/or a passion in the area of fundraising and stakeholder engagement. The committee is Chaired by a member of the KCS Board of Governors.
Responsibilities The main responsibilities of the committee include: ●
● ● ● ●
Provide support, feedback, fundraising knowledge and experience to the Head of School and Director of Advancement in implementing advancement program goals and strategies consistent with the culture and/or the current focus of KCS; Monitor advancement goals and ensure they are being met; Identify key volunteers and generally oversee activities and progress of the committee; Assist the Board in promoting, as a priority, fundraising and stakeholder engagement to achieve strategic priorities for KCS; Recommend names of future Governors who will add value to advancement efforts based on expertise and skill set.
2022-2025 Committee Goals & Objectives 1. Engagement and Fundraising a. Assist in building a culture of engagement and philanthropy at KCS through the following actions: i. Complete conversations that further the mission of Advancement to other current KCS families ii. Attend KCS external events as a lead volunteer for KCS b. Assist in the fundraising priorities for 2023-2024: i. Make a donation to one of the priorities you align with, if one hasn’t already been made ii. Connect others in the community with Derek and Hallie to discuss philanthropy at KCS
iii. iv.
Help build a culture of giving by speaking to others about importance of giving to KCS When appropriate, ask others in the community to consider a contribution to KCS
2. Advancement Evaluation Metrics a. Work with the Director of Advancement to confirm the evaluation metrics and milestones required to support Advancement goals b. Help define reporting dashboard to be presented to Board and other committees
3. Special Task Forces/Committee a. Volunteer one’s time on a special Task Force/Committee during the 20232024 school year
4. Alumni a. Using own experience, provide engagement guidance and best practices around alumni relations
5. Fundraising Events a. When needed, assist in planning, promoting and execution of KCS events that help raise funds for the school
Finance Committee Mandate (2016) The Finance Committee assists the Board in its oversight of the financial reporting process including the quality and integrity of the School’s financial statements, compliance with legal and regulatory requirements, and the appointment of external auditors. The Finance Committee assists the Board in monitoring and reviewing financial matters, investment and risk management, and making recommendations to the Board as appropriate. Membership The Treasurer of the School acts as Chair of the Finance Committee. The Director of Finance, the Head of School and the Director of Advancement sit on the committee as well as a number of individuals, including other Board members, who bring a professional financial background. Responsibilities Specific responsibilities of the Finance Committee include to: • • • • •
Ensure appropriate financial policies and internal controls are established and followed Review the annual operating and capital budgets, including proposed tuition fees Review of 5-year financial modeling Monitor financial activity and forecasts through quarterly reports Monitor compliance with statutory and regulatory financial requirements, including annual charity return, donation and childcare receipts issued, and sales and payroll tax remittances
• • • • • • •
Review banking arrangements and sign cheques as per the authorized signing authorities Oversee the School’s investment policy and investment decisions Recommend the appointment of independent auditors, and the fees charged for their services Meet annually with independent auditors to review audited financial statements and issues noted in the Management Letter Serve as a resource for school management on financial matters Review of major capital projects including financing where necessary Undertake such projects as may be requested by the Board from time to time
Governance and Nominating Committee Mandate Good governance requires a governing body that is well constituted and well organized. The Board should support the management of the school in the full range of its activities, from sound strategic planning to effective financial stewardship, to day-to-day operational matters and also in the pursuit of the long-term sustainability and success of the school. Good corporate governance also requires there to be a set of operating policies and procedures documented and, where appropriate, communicated throughout the stakeholder community to ensure a common understanding of the rules and policies to manage the affairs of the corporation. The Governance and Nominating Committee will undertake appropriate activities to ensure the foregoing principles are achieved. Membership The Committee is comprised of the Head of School, the Director of Finance and at least three Governors with some knowledge of sound governance practices. Responsibilities The Committee will undertake the requisite activities to have in place an effective governance framework that will: • • • • • • • • •
Promote ethical and responsible decision making Recognize and respect the differing roles of Management and the Board Structure the Board to add value Encourage enhanced Board and Management effectiveness Safeguard the integrity in financial reporting Ensure timely and balanced disclosure Ensure there is an effective process of succession planning for all key positions Recognize and manage risk Respect the rights of all stakeholders
Marketing & Communications’ Committee Mandate The purpose of the Marketing & Communications Committee is to help build the KCS brand by identifying, reviewing, recommending, executing and evaluating the school’s internal and external marketing and communications activities. The committee ensures that these activities link into the School’s Strategic Plan.
Membership The committee is comprised of the Head of School, Director of Advancement, Manager of Communications, Assistant Head of Academics, the Admissions team (as appropriate) and the IT Curriculum Coordinator. Responsibilities The main responsibilities of the committee members include to: • • • •
Identify internal and external marketing and communications opportunities to help build the KCS brand Execute on approved internal and external marketing and communications opportunities, based on available resources Monitor marketing and communications goals and ensure they are being met Assist the Board with the future development of the School’s marketing and communications
Strategic Planning Committee The Strategic Planning Committee provides support and expertise to the Head of School and the Board in setting strategic direction and annual planning processes. In accordance with CAIS standards, this committee ensures that the school has a clear mission, vision, values and strategy. The committee also ensures that these statements are understood by all constituencies, and that all Board, committee and School action plans are in alignment. The committee is also charged with ensuring that direction with respect to the School’s brand is fully aligned with the School’s strategies. Membership The committee is comprised of the Head of School, Director of Advancement and members of the KCS community who have expertise in the area of strategic planning and brand management. Responsibilities The main responsibilities of the committee members include to: • Ensure the School has a clear statement of mission, vision and values; • Establish a framework for Board committees and school business operations to ensure a current integrated strategic plan that demonstrates adherence to its mission, vision, and values, and articulates the School’s unique value proposition; • Ensure the School demonstrates adherence to its vision, mission, values, and strategy in the development and implementation of the Strategic Plan; • Annually review the planning process and run a strategy review to ensure the School’s Strategic Plan includes an Implementation Plan that is updated annually based on research and/or changes to the current landscape; • Ensure that the School effectively communicates the school’s mission, vision, values and strategy to all members of the School community; • Where needed, engage outside consultants to assist with strategy and/or brand development work.
Board Rolling Agenda 2026-2027 Kingsway College School September 14, 2026 Item
Responsibility
Board Meeting – September 23rd, 6:30 pm (Jr School Conference Room) Approval of 2025/25 Rolling Agenda T.Jay Approve audited financial statements C.Durkin Recommend auditor for approval at AGM C.Durkin Approve Annual General Meeting Motions T.Jay/S.Hosseini Approve Chair, Committee Chairs and Officers S.Hosseini Risk Management Update S.Hosseini
Date Sept 23/26 Sept 23/26 Sept 23/26 Sept 23/26 Sept 23/26 Nov 25/26
Action: • Board Members to sign/renew agreements for Code of Conduct, Confidentiality, Conflict of Interest, Consent to Act as a Director • New Committee members to sign Confidentiality, Conflict of Interest agreements • Orientation for new Board members – September 23rd, 5:30 pm (Jr School) Board Strategic Planning Retreat - October 16th, 9am-2pm (Snr School McLaughlin Hall) Annual General Meeting Prep and Meeting Notice – October By October 28, 2025 – Provide notification, vote proxy and related materials to membership and no later than 30 days prior to November 25th AGM: • Vote proxy form • Acceptance of Auditor’s Report • Recommendation for Auditor for next fiscal, academic year • Nomination of new Board members and board members standing for re-election • Any other motion to be put to the membership Board Meeting - October 28th, 6:30 pm (Jr School) Heads Goals 2026/27 Review/Confirm AGM materials • AGM package released Oct 26/26 • Proxy return Nov 26/26 Academics Update (Jr./Sr. School) Strategic Planning Update Q1 Financial Report Advancement Update
G.Nichols/T.Jay T.Jay/S.Hosseini
Oct 28/26 Oct 28/26
M.Hurley/L.Sardone B.McCamus/G.Nichols C.Durkin S.Renaud
Oct 28/26 Oct 28/26 Oct 28/26 Oct 28/26
Annual General Meeting - November 25th, 6:30-7pm (Jr School Multi-purpose Meeting Room) AGM (6:30-7pm) T.Jay/S.Hosseini Nov 25/26
Board Meeting - November 25th, 7pm (Jr School Conference Room) 25/25 Approval of the Executive S.Hosseini Approve tuition range for 2025/2025 C.Durkin Advancement Update S.Renaud Board Meeting - January 27th, 6:30pm (Jr School Conference Room) Parent Network Update PN Leaders Marketing Update P.Dang Student Life, Extra-curricular Updates and Three Doors Update (Arts, Citizenship and Athletics) TBC Q2 Financial Report C.Durkin Advancement Update S.Renaud
Nov 25/26 Nov 25/26 Nov 25/26
Jan 27/27 Jan 27/27 Jan 27/27 Jan 27/27 Jan 27/27
Board Meeting - February 24th, 6:30 pm (Jr School Conference Room) Operations Update M.Magee Strategy Update B.McCamus/G.Nichols Advancement Update S.Renaud Heads Goals Update G.Nichols
Feb 24/27 Feb 24/27 Feb 24/27 Feb 24/27
Board Meeting - April 28th, 6:30pm (Jr School Conference Room) Technology update A.Stoyles/S.Marcynuk Academics Update (Jr./Sr. School) M.Hurley/L.Sardone Q3 Financial Report C.Durkin Risk Management Update S.Hosseini Advancement Update S.Renaud 2027/2028 Board Calendar T.Jay/G.Nichols
Apr 28/27 Apr 28/27 Apr 28/27 Apr 28/27 Apr 28/27 Apr 28/27
May Strategic Planning Retreat – May 14th, noon-5pm (McLaughlin Hall) Annual Strategic Planning Session Noon-5 pm G.Nichols/B.McCamus
May 14/27
Board Meeting – June 9th, 6:30 pm (Jr School Conference Room) Report of Parent Network PN Leaders Marketing Update Budget for 2027/28 C.Durkin Strategy Update B.McCamus/G.Nichols Advancement Update S.Renaud Update on Heads Goals G.Nichols KCS Board self-evaluation T.Jay Nominees to Board and Committees S.Hosseini Compliance with Governance Criteria S.Hosseini
June 9/27 June 9/27 June 9/27 June 9/27 June 9/27 June 9/27 June 9/27 June 9/27 June 9/27
(Revised: September 28, 2026)
Kingsway Etobicoke School Corporation Operating as KINGSWAY COLLEGE SCHOOL BY-LAW # 1
BY-LAW # 1 Being the Most Current General By-law of Kingsway Etobicoke School Corporation BE IT ENACTED as a by-law of Kingsway Etobicoke School Corporation (hereinafter referred to as the “Corporation”) as follows:
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1.
Definitions. In this By-law, unless the context otherwise specifies or requires: (a) “Act” means the Corporations Act (Ontario), as from time to time amended and every statute that may be substituted therefor and, in the case of such substitution, any references in the By-laws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes; (b) “Board of Governors” means the board of directors of the Corporation having responsibility for the management of the affairs of the Corporation, and “Governor” shall mean a director of the Corporation; (c) “By-law” means any By-law of the Corporation from time to time in force and effect; (d) “Chair” means the Chair of the Board of Governors who shall also hold the office of President; (e) “General Meeting” means a meeting of the members of the Corporation for the transaction of any business and called by either the Governors or by not less than one-tenth (1/10) of the members of the Corporation entitled to vote at the meeting; (f) “Letters Patent” means the letters patent and any supplementary letters patent of the Corporation; (g) “Regulations” means the regulations made under the Act as from time to time amended and every regulation that may be substituted therefor and, in the case of such substitution, any references in the By-laws of the Corporation to provisions of the regulations shall be read as references to the substituted provisions therefor in the new regulations; (h) “School” means Kingsway College School, operated by the Corporation. (i) “Special Resolution” means a resolution passed by the Governors and confirmed with or without variation by at least two-thirds (2/3) of the votes cast at a General Meeting duly called for that purpose, or, in lieu of such confirmation, by the consent in writing of all of the members of the Corporation entitled to vote at such meeting.
2.
Interpretation. This By-law shall be, unless the context otherwise requires, construed and interpreted in accordance with the following: (a) all terms which are contained in the By-laws of the Corporation and which are defined in the Act or the Regulations made thereunder shall have the meanings given to such terms in the Act or such Regulations; (b) words importing the singular number only shall include the plural and vice versa; and the word “person” shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons;
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(c) the headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions. HEAD OFFICE 3.
Head Office. The head office of the Corporation shall be in the City of Toronto in the Province of Ontario or at such place as the directors of the Corporation may from time to time fix by resolution.
SEAL 4.
Seal. The seal, an impress of which is stamped in the margin here, shall be the seal of the Corporation.
DIRECTORS 5.
Duties and Number. The affairs of the Corporation shall be managed by a board of directors, which shall be known and referred to as the Board of Governors, and who shall be known and referred to as “Governors”. The Board of Governors shall consist of fifteen (15) elected governors (or such other number of governors as may be determined from time to time by Special Resolution) provided that the Board of Governors may consist of less than fifteen Governors if a vacancy occurs as a result of any conditions set out in Section 8 and two-thirds of the Board of Governors determines that the vacancy need not be immediately filled.
6.
Qualifications and Limitations . (a) Every Governor shall be eighteen (18) years of age or more, shall be a member of the Corporation and shall be mentally competent and of sound mind. (b) Anyone who is an undischarged bankrupt shall be restricted from serving as a Governor. (c) At all times at least a majority of Governors must be either Class A members of the Corporation in good standing, as set out in Section 36 (i), or Class C members of the Corporation, and at least two Governors must be Class B members. (d) Governors may serve more than one term. They may stand for re-election for more than their initial term if their nomination is approved by two-thirds majority of the Board. (e) Directors may not be employees of the Corporation.
7.
Election and Term. The Board of Governors shall be comprised of elected or appointed governors. Governors shall be elected on a rotational basis by the members at an annual meeting. The term of office for elected Governors shall be for three (3) years beginning on the date of the annual meeting at which they are elected and ending on the third (3rd) annual meeting next following. Governors shall be eligible for re-election.
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When a Governor is, for whatever reason, unable to fulfill their full three-year term of office, whether it be for reasons as set out in Section 8 or otherwise, they will be replaced by appointing a Governor in accordance with section 9 of this by-law. The term of office for the appointed Governor will be limited initially to completing only whatever remaining period of time remains in the three-year term of the Governor they are replacing, following which, in accordance with the provisions of these bylaws, they will then be eligible to serve for whatever additional terms of office the by-laws allow. A Governor who is a Class A member may be elected to no more than three full or partial three-year terms, provided that they continue to maintain all qualification set out in section 6 and are not removed by a special resolution of the members in accordance with section 8. A Governor who is a Class B member shall not be subject to any restriction on the number of terms, consecutive or otherwise, he or she may serve as a Governor, provided that they continue to maintain all qualifications set out in section 6 and are not removed by a special resolution of the members in accordance with section 8. A Governor who is a Class C member shall not be subject to any restriction on the number of terms, consecutive or otherwise, he or she may serve as a Governor, provided that they continue to maintain all qualification set out in section 6 and are not removed by a special resolution of the members in accordance with section 8. 8.
Vacancies. The office of a Governor shall automatically be vacated: (a) if the Governor by notice in writing to the Corporation resigns as a Governor, which resignation shall be effective at the time it is received by the Secretary of the Corporation or at the time specified in the notice, whichever is later; (b) if the Governor dies; (c) if the Governor otherwise ceases to be a member of the Corporation; (d) if the Governor becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an authorized assignment in bankruptcy or is declared insolvent; (e) if at a General Meeting of members, a resolution is passed by at least two-thirds (2/3) of the votes cast by the members at such General Meeting removing the elected Governor before the expiration of the elected Governor’s term of office.
9.
Filling Vacancies. A vacancy occurring in the Board of Governors shall be filled as follows, provided that the requirements of sections 6 and 7 of this By-law are satisfied: If a vacancy occurs as a result of any of the conditions as set out in section 8, the Board of Governors, if they see fit to do so and so long as the Board of Governors has quorum, may (but are not required to) appoint an individual to fill the vacancy for the remainder of the term. Any vacancy filled in this manner shall be ratified by the members of the Corporation at its ensuing meeting. If there is no quorum of Governors, the remaining Governors shall forthwith call a meeting of the members to fill the vacancy, and, in default or if there are no Governors then in office, the meeting may be called by any member or the Head of School.
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If by resolution the number of Governors is increased any vacancy or vacancies to the number of the authorized increase shall thereby be deemed to have occurred, and these may be filled in the manner above provided. 10.
Executive Committee. The Governors may elect from among their number an executive committee consisting of not fewer than three (3) Governors and may delegate to such executive committee any of the powers of the Board of Governors, subject to the restrictions, if any, contained in the By-laws or imposed from time to time by the Board of Governors. Subject to the By-laws and any resolution of the Board of Governors, the executive committee may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit and may from time to time adopt, amend or repeal rules or procedures in this regard, provided, however, that if the executive committee is authorized to fix its quorum, such quorum shall not be less than a majority of its members and further provided that decisions of a material nature made by the executive committee on behalf of the Board and binding the Corporation in any significant manner require the express consent of a minimum of three members of the executive committee. Any executive committee member may be removed by resolution of the Board of Governors. The executive committee shall report on its meetings to the Board of Governors on no less than a quarterly basis during each fiscal year of the Corporation.
11.
Other Committees. The Board of Governors may from time to time establish any other committee, or committees, as it deems necessary or appropriate for such purposes and with such powers as the Board of Governors shall see fit. Any such committee may formulate its own rules or procedures, subject to such regulations or directions as the Board of Governors may from time to time make. Any committee member may be removed by resolution of the Board of Governors. The Board of Governors may fix any remuneration for committee members who are not also governors of the Corporation.
12.
Remuneration of Governors. The Governors shall serve as such without remuneration and no Governor shall directly or indirectly receive any profit from occupying the position of Governor; provided that a Governor may be reimbursed for reasonable expenses incurred by the Governor in the performance of the Governor’s duties.
MEETINGS OF GOVERNORS 13.
Place of Meeting. Meetings of the Board of Governors may be held either at the head office or at any place the Board may deem appropriate under the circumstances.
14.
Notice. A meeting of the Board of Governors may be convened by the Chair of the board, a Vice-Chair, or any two (2) other Governors at any time. The Secretary, when directed or authorized by any of such officers or any two (2) Governors, shall convene
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a meeting of the Board of Governors. The notice of meeting convened as aforesaid need not specify the purpose of, or the business to be transacted at, the meeting. Notice of any such meeting shall be served in the manner specified in section 50 of this By-law not less than two (2) days before the meeting is to take place; provided always that a Governor may in any manner and at any time waive notice of meeting of the Board of Governors and that attendance of a Governor at a meeting of the Board of Governors shall constitute a waiver of notice of the meeting. However, where a Governor attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called, he or she shall not have waived notice of the meeting. Provided further that meetings of the Board of Governors may be held at any time without notice if all the Governors are present or if all of the absent Governors waive notice before or after the date of such meeting. If the first meeting of the Board of Governors following the election of Governors by the members is held immediately thereafter, then for such meeting or for a meeting of the Board of Governors at which a Governor is appointed to fill a vacancy in the board, no notice shall be necessary to the newly elected or appointed Governor or Governors in order to legally constitute the meeting, provided that a quorum of the Governors is present. 15.
Error or Omission Giving Notice. No error or accidental omission in giving notice of any meeting of Governors shall invalidate such meeting or make void any proceedings taken at such meeting.
16.
Adjournment. Any meeting of Governors may be adjourned from time to time by the chair of the meeting, with the consent of the Governors present, to a fixed time and place. Notice of any adjourned meeting of the Board of Governors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present. The Governors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
17.
Regular Meetings. There shall be a minimum of four (4) regular meetings of the Board of Governors in each calendar year. Notice fixing the place and time of regular meetings of the Board of Governors shall be sent to each Governor.
18.
Quorum. The number of Governors that shall form a quorum for the transaction of business shall be no less than a majority of the number of Governors then holding office. Notwithstanding any vacancy among the Governors, a quorum of Governors may exercise all the powers of governors.
19.
Voting. Each Governor is authorized to exercise one (1) vote. Resolutions arising at any meeting of Governors shall be decided by a majority of votes. In case of an equality of votes the chair of the meeting in addition to an original vote shall have a second or casting vote. In cases where only a vote is taken by email poll, with the matter under consideration having been already presented fully to each Governor in
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some appropriate manner, the result of the vote will only be valid if the Governors agree unanimously. If a unanimous vote is not forthcoming the matter must be presented in such a forum as allows the voices of all Governors to be heard. 20.
Electronic Participation. If a majority of the Governors of the Corporation consent, a meeting of the Board of Governors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to hear each other simultaneously and instantaneously, and a Governor participating in such meeting by such means is deemed to be present at that meeting and their votes using such electronic means as are feasible shall be deemed to be valid.
21.
Other Persons Attending Directors Meetings. The Board of Governors may from time to time invite other persons to attend its meetings. Such persons shall be entitled to speak, but not vote, at meetings of the Board of Governors.
POWERS OF GOVERNORS 22.
Administer Affairs. The Board of Governors shall administer the affairs of the
Corporation in all things and make or cause to be made in the Corporation’s name any kind of contract that the Corporation may lawfully enter into. In doing so the Board may, if deemed appropriate, delegate any of its authorities to management, except such businesses and affairs of the Corporation as must be transacted or performed by other officers, by the board or by the Members, on the condition that such delegation is in writing. The Board may also exercise all such other powers and do all such other acts and things as the Corporation is by its Letters Patent or otherwise authorized to exercise and do. 23.
Expenditures. The Board of Governors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate, by resolution to an officer or officers of the Corporation, the right to employ and pay salaries to employees. The Board of Governors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation.
24.
Borrowing Power. The Board of Governors of the Corporation may from time to time: (a) borrow money on the credit of the Corporation; (b) issue, sell or pledge debt obligations (including bonds, debentures, debenture stock, notes or other like liabilities whether secured or unsecured) of the Corporation; (c) charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt obligations or any money borrowed, or other debt or liability of the Corporation; and
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(d) delegate the powers conferred on the Board of Governors under this paragraph to such officer or officers of the Corporation and to such extent and in such manner as the Governors shall determine. The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation passed by its Governors or officers independently of this By-law. 25.
Agents. The Board of Governors may appoint such agents as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Governors at the time of such appointment.
26.
Remuneration of Agents and Committee Members. The remuneration of agents and committee members shall, subject to the other provisions of this By-law, be fixed by the Board of Governors by resolution.
OFFICERS 27.
Powers and Duties. All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the Board of Governors. The duties of the officers shall include: (a) President The President shall be the Chair of the Board (herein referred to as the Chair) and shall be vested with the power to supervise the management and direction of the business and affairs of the Corporation (except such matters and duties as by law must be transacted or performed by the Board of Governors and/or by the members). The Governors may further define the duties of the Chair of the Board as deemed appropriate from time to time. Unless otherwise provided for, the Chair of the Board shall act as chair of all meetings of the Governors and of the members. (b) Vice-Chair. The Vice-Chair or, if more than one, the Vice-Chairs shall be vested with all of the powers and shall perform all the duties of the Chair of the Board in the absence or inability or refusal to act of the Chair of the Board. (c) Head of School. The Head of School shall have the power to manage and direct the business and affairs of the school (except such matters and duties as by law must be transacted or performed by the Board of Governors and/or by the members). The Head of School shall have the power to employ and discharge agents and employees of the Corporation or may delegate that to person(s) having lesser authority. The Head of School shall be the chief executive officer of the Corporation unless otherwise determined by resolution of the Board of Governors. The Head of School shall conform to all lawful directions given by the Board of Governors of the Corporation and shall at all reasonable times give to the Governors, or any of them, all information they may require regarding the affairs of the Corporation. The Head of School shall have general supervision over the academic, administrative and financial operation of the Corporation and shall direct and prescribe the course of study and discipline to be observed therein.
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The Head of School shall have the right to attend and speak at all meetings of the Board of Governors, unless the purpose of such meeting, or part thereof, is to discuss the Head of School including, without limitation, the performance or compensation of the Head of School. Notwithstanding that the Head of School is not a member of the Board of Governors and does not have the right to vote at meetings of the Board of Governors, the Head of School shall receive notice of all meetings of the Board of Governors in the same manner as notice is given to all Governors, and shall receive all information and material distributed or communicated to all members of the Board, and in the same manner, except any information or material with respect to the performance or compensation of the Head of School. (d) Secretary. The Secretary shall give or cause to be given notices for all meetings of the Board of Governors and of members when directed to do so and have charge of or cause to have charge of the corporate seal of the Corporation, the minute books of the Corporation and the documents and registers referred to in Section 300 of the Act, which include a copy of the letters patent and any supplementary letters patent of the Corporation, all by-laws and special resolutions of the Corporation, a register of members and a register of Governors. (e) Treasurer. Subject to the provisions of any resolution of the Board of Governors, the Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit, or cause to have deposited, the same in the name of the Corporation in such bank or banks or with such depository or depositories as the Board of Governors may direct. The Treasurer shall keep or cause to be kept the requisite books of account and accounting records. 28.
Appointment. The Board of Governors shall elect a Chair of the Board from among themselves for a two-year term which, upon a two-thirds (2/3) affirmative vote of the Board of Governors, may be extended for one additional year for as many times as the Board may decide, again on affirmation of a two-thirds (2/3) vote of the Board. The Board of Governors shall also elect annually, or more often as may be required, a Secretary and a Treasurer, and a minimum of one but no more than three Vice-Chairs. A Governor may be appointed to any office of the Corporation (except for Head of School). No more than two (2) of the aforesaid offices may be held by the same person, except for the office of Chair and Vice-Chair, which will not be held by the same individual. The Board of Governors may from time to time appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board of Governors.
29.
Vacancies. Each incumbent officer shall continue in office until the earlier of: (a) that officer’s resignation, which resignation shall be effective at the time the written resignation is received by the Secretary of the Corporation or at the time specified in the resignation, whichever is later; (b) the appointment of a successor; (c) that officer ceasing to be a governor or member; (d) the meeting at which the Governors annually appoint the officers of the Corporation; (e) that officer’s removal;
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(f) that officer’s death. If any office becomes vacant the Governors by resolution may appoint a person to fill such vacancy. 30.
Officers’ Expenses. All officers shall be entitled to be reimbursed for reasonable expenses incurred in the performance of the officer’s duties.
31.
Removal of Officers. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board of Governors at any time, with or without cause.
32.
Duties of Officers may be Delegated. In case of the absence or inability to act of any officer of the Corporation or for any other reason that the Board of Governors may deem sufficient, the Board of Governors may delegate all or any of the powers of any such officer to any other officer or to any governor for the time being.
FOR THE PROTECTION OF GOVERNORS AND OFFICERS 33.
For the Protection of Governors and Officers. Except as otherwise provided in the Act, no Governor or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Governor or officer or employee or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person including any person with whom any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of any damage resulting from any dealings with any money, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune which may happen in the execution of the duties of the Governor’s or officer’s respective office or trust or in relation thereto unless the same shall happen by or through the Governor’s or officer’s own willful neglect or default.
INDEMNITIES TO GOVERNORS AND OTHERS 34.
Indemnities to Governors and Others. Every Governor or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation, or any corporation controlled by it, as well as their heirs, executors and administrators, and estate and effects, respectively, shall at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against: (a) all costs, charges and expenses whatsoever which such Governor, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against the Governor, officer or other person for or in respect of any act, deed matter or thing whatever, made, done or permitted by them, in or about the execution of the duties of such office or in respect of any such liability; and
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(b) all other costs, charges and expenses which the Governor, officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default. The Corporation shall also indemnify any such person in such other circumstances as the Act or law permits or requires. Nothing in this By-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-law to the extent permitted by the Act or law. INTERESTED GOVERNOR CONTRACTS 35.
Conflict of Interest. A Governor who is in any way directly or indirectly interested in a contract or proposed contract with the Corporation, or is otherwise deemed to have a conflict of interest arising from his or her relationship as a Governor of the Corporation and as a third party to the affairs of the Corporation, shall make the disclosure required by the Act. Except as provided by the Act, no such Governor shall vote on any resolution approving any such contract or involving any such perceived conflict. No Governor shall be disqualified from, nor have to vacate, such office simply by reason of their concurrently holding any office or place of profit under any corporation in which the Corporation shall be in any way directly or indirectly contracting with the corporation as vendor, purchaser or otherwise. MEMBERS
36.
Membership The following shall be members of the Corporation:
(i)
each parent or legal guardian of a child enrolled in the School will be designated as a Class A Member. Class A members in good standing, shall be entitled to notice of and to attend all meetings of members and shall be entitled to vote at all meetings of members, in person or by proxy. Class A members shall have one vote on each issue before the members. Class A members who have paid the required tuition and other fees and whose financial commitments to the Corporation are current and not in default shall be considered Class A members in good standing.
(ii)
individuals who the Board of Governors may from time to time admit for life, or lesser term, without payment of any fee as honorary members will be designated as Class B members. Such individuals, in the opinion of the Board of Governors, will make or will have made an outstanding contribution to the development of the Corporation. Class B members shall be entitled to notice of and to
attend all meetings of members and shall be entitled to vote at all meetings of members, in person or by proxy. Class B members shall have one vote on each issue before the members. (iii)
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Individuals who the Board of Governors may from time to time admit for a term or terms, without payment of any fee as honorary members and who fulfill the
requirements as set out in this section will be designated as Class C members. Unlike Class B members, such individuals, must have been students at the school at some point in the past and, in the opinion of the Board of Governors, have made or have the potential to make an outstanding contribution to the development of the Corporation. Class C members shall be entitled to notice of and to attend all meetings of members and shall be entitled to vote at all meetings of members, in person or by proxy. Class C members shall have one vote on each issue before the members. The Board of Governors may pass membership rules, providing, among other things, for the admission of other members. Such members shall be informed by the Secretary of the Corporation of their admission. Membership in the Corporation shall be an individual right and shall not be transferred or transferable by a member to any other person. 37. Termination of Membership. The membership of a member of the Corporation shall automatically terminate: (i) upon a member’s request for such termination delivered to the Chair or the Secretary of the Corporation, with membership terminating upon the date of delivery of the request or at such date as is stipulated in the request (assuming it is consistent with the other conditions of membership); (ii) upon the member’s death; (iii) for Class A Members, when the parent/legal guardian no longer has a child attending Kingsway College School, provided that any such governor may continue to complete their term if so approved by two-thirds of the Board of Governors and if the membership of the Board of Governors otherwise continues to be comprised of a majority fo Class A or Class C Members as required by section 6(c); (iv) if, at a meeting of members, a special resolution is passed to remove the member provided that the member shall be granted the opportunity to be heard at such meeting. All rights of a member in the Corporation shall cease upon termination of membership as provided for herein. In the case of termination, a member shall remain liable for payment of any outstanding membership dues levied or which became payable by the member to the Corporation prior to such person’s termination or resignation. MEMBERS’ MEETINGS 38.
Annual Meeting. The annual meeting of the members shall be held on such day in each year and at such time as the Board of Governors may by resolution determine at any place within Ontario or, in the absence of such determination, at the place where the head office of the Corporation is located. The annual meeting of members may be held in-person or virtually (i.e., electronically or by telephone).
39.
General Meeting. General Meetings of the members may be convened by order of the Board of Governors, or by written requisition of no less than one-tenth (1/10) of the
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members entitled to vote at such meeting at any date and time and at any place within Ontario or, in the absence of such determination, at the place where the head office of the Corporation is located. The Board of Governors shall call a General Meeting of members upon receiving a written requisition signed by not less than one-tenth (1/10) of the members. 40.
Notice. Ten (10) days’ written notice shall be given in the manner specified in paragraph 50 to each member of any annual or General Meeting of members. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken.
41.
Waiver of Notice. A member and any other person entitled to attend a meeting of members may in any manner waive notice of a meeting of members and attendance of any such person at a meeting of members shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
42.
Error or Omission in Giving Notice. No error or omission in giving notice of any annual or special meeting or any adjourned meeting of the members of the Corporation shall invalidate any resolution passed or any proceedings taken at any meeting of members.
43.
Quorum. A quorum at either an annual or general meeting of the members shall be 25% of the members of the Corporation as at the date of the meeting, represented either in person or by proxy. No business shall be transacted at any meeting unless the requisite quorum is present at the time of the transaction of such business. If a quorum is not present at the appointed time for a meeting of members or within such reasonable time thereafter as the members present may determine, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business and the provisions of section 50 with regard to notice shall apply to such adjournment.
44.
Chair of the Meeting. In the event that the Chair of the Board is absent, and there is no Vice-Chair present, the persons who are present and entitled to vote shall choose another Governor as chair of the meeting and, if all the Governors present decline to take the chair, then the persons who are present and entitled to vote shall choose one of their number to be chair.
45.
Adjournment. The chair of any meeting may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the members. Any business may be brought before or dealt with at any adjourned meeting that might have been brought with the notice calling the same.
46.
Voting of Members. Every question submitted to any meeting of members shall be decided in the first instance on a show of hands by a majority of votes unless otherwise specifically provided by the Act or by this By-law, such as where a Special Resolution may be required. In the case of an equality of votes the chairperson of the meeting shall both on a show of hands and at a poll have a second or casting vote in addition to the vote or votes to which the chairperson may be otherwise entitled.
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No member shall be entitled either in person or by proxy to vote at meetings of members of the Corporation unless the member has paid all tuition fees with respect to their child or children currently attending the school or made arrangements with the Head of School to pay all tuition fees with respect to their child or children currently attending the school, if any, then payable by the member. At a meeting, unless a poll is demanded, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact. A poll may be demanded either before or after any vote by show of hands by any person entitled to vote at the meeting. If at any meeting a poll is demanded on the election of a chair or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a poll is demanded on any other question or as to the election of governors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chair of the meeting directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn. 47.
Proxies. Votes at meetings of the members may be given either personally or by proxy. At every meeting at which a member is entitled to vote, every member and/or person appointed by proxy to represent one or more members and/or individuals so authorized to represent a member who is present in person shall have one (1) vote on a show of hands. Upon a poll being demanded, every member who is entitled to vote at the meeting and who is present in person or represented by an individual so authorized shall have one (1) vote and every person appointed by proxy shall have one (1) vote for each member who is entitled to vote at the meeting and who is represented by such proxy holder. A proxy shall be executed by the member or the member’s attorney authorized in writing. A person appointed by proxy need not be a member of the Corporation. The Board of Governors may from time to time make regulations regarding depositing proxies at some place or places other than the place at which a meeting or adjourned meeting of members is to be held and for particulars of such proxies to be sent electronically, by facsimile, by electronic mail or in writing before the meeting or adjourned meeting to the Corporation or any agent of the Corporation for the purposes or receiving such particulars and providing that proxies so deposited may be voted upon as though the proxies themselves were produced at the meeting or adjourned meeting and votes given in accordance with such regulations shall be valid and shall be counted. The chair of any meeting of members may, subject to any regulations made as aforesaid, in the chairperson’s discretion accept facsimile or written communication as to the authority of any person claiming to vote on behalf of and to represent a member notwithstanding that no proxy conferring such authority has been lodged with the Corporation, and any votes given in accordance with such facsimile, electronic mail or written communication accepted by the chairperson of the meeting shall be valid and shall be counted.
EXECUTION OF INSTRUMENTS
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48.
Execution of Instruments. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by: (a) either the Chair of the board, or a Vice-Chair together with any one (1) of the Secretary or the Treasurer; or (b) any one (1) of the aforementioned officers together with any one (1) Governor; and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board of Governors shall have power from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, document or instruments in writing. The term “contract, documents or instruments in writing” as used in this By-law shall include but not be limited to deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures or other securities and all paper writings. The seal of the Corporation when required may be affixed to any instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Governors.
CHEQUES, DRAFTS, NOTES, ETC. 49.
Cheques, Drafts, Notes, etc. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation, and in such manner as the Board of Governors may from time to time designate by resolution.
NOTICES 50.
Service. Any notice or other document required by the Act, the Regulations, the Letters Patent, or the By-laws to be sent to any member or Governor or to the auditor shall be delivered personally or sent by prepaid mail or by facsimile or by electronic mail to any such member or Governor at their latest address as shown in the records of the Corporation and to the auditor at its business address, or if no address be given therein then to the last address of such member or Governor known to the Secretary; provided always that notice may be waived or the time for the notice may be waived or obliged at any time with the consent in writing of the person entitled thereto.
In those instances where, in the opinion of the Board in its absolute discretion, there may be materials in support of any agenda items to be covered at any such meeting called that are of such voluminous content as to render the mailing of such materials by post impractical, unnecessarily expensive or otherwise unwarranted, it will suffice for the notice to specify that dissemination of such
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materials will be in electronic format (including electronic mail or via posting on the website, either of these options or any others contemplated to also be at the complete discretion of the Board) on the further condition that if any intended recipient of such notice so requests, a ‘hard copy’ format of such materials will be made available to them in such timely manner as to allow them to be deemed as receiving adequate notice. 51.
Computation of Time to Time. Where a given number of days’ notice, or notice extending over a period, is required to be given under the By-laws, Letters Patent or Supplementary Letters Patent of the Corporation, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period whereas the day for which notice is given shall be counted.
52.
Proof of Service. With respect to every notice or other document sent by post it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed as provided in paragraph 51 of this By-law and put into a Post Office or into a letter box. A certificate of an officer of the Corporation in office at the time of the making of the certificate as to facts in relation to the sending or delivery of any notice or other document to any member, Governor, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every member, Governor, officer or auditor of the Corporation as the case may be.
AUDITORS 53.
Auditors. The members shall at each annual meeting appoint an auditor who shall hold office until the next following annual meeting, to audit the accounts of the Corporation for report to members provided, however, that the Governors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of Governors. The members may, by resolution passed by at least two-thirds (2/3) of the votes cast at a General Meeting of which notice of intention to pass the resolution has been given, remove any auditor before the expiration of the auditor’s term of office and shall by a majority of the votes cast at the meeting appoint another auditor in such auditor’s stead for the remainder of the term.
FINANCIAL YEAR 54.
Financial Year. The financial year of the Corporation shall terminate on the 30th day of June in each year or on such other date as the Board of Governors may from time to time by resolution determine.
55.
Amendment of By-Laws. Subject to applicable legislation, the provisions of the by-laws of the Corporation not embodied in the Letters Patent may be repealed or amended by by-law enacted by a majority of the Governors at a meeting of the Board of Governors and sanctioned by at least two-thirds (2/3) of the members entitled to vote at a meeting duly called for the purpose of considering the said by-law.
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56.
Repeal of Previous By-Law. All previous By-laws of the Corporation are hereby repealed. Such repeal shall not affect the previous operation of such By-laws or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant made to such By-laws to its repeal. All officers and persons acting under such By-laws shall continue to act as if appointed under the provisions of this By-law and all resolutions of the members or the Board of Governors with continuing effect passed under such By-law shall continue to be good and valid except to the extent they may be inconsistent with this Bylaw. ENACTED this __th day of _____________, 2019. WITNESS the seal of the Corporation.
_____________________________ Chair
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________________________ Director