Last Amended: April 14, 2021 The purpose of the Board, on behalf of the graduate students at the University of Waterloo, is to ensure that the Graduate Student Association – University of Waterloo (a) achieves appropriate results for appropriate persons at appropriate cost (as specified in Ends policies), and (b) avoids unacceptable actions and situations (as prohibited in Executive Limitations policies). Specific job outputs of the Board, as an informed agent of the membership, are those that ensure appropriate organizational performance. Accordingly, the Board will provide: 1. Authoritative linkage between the membership and the operational organization. 2. Written governing policies that realistically address the broadest levels of all organizational decisions and situations. 2.1. Ends: Organizational impacts, benefits, outcomes; recipients, beneficiaries, impacted groups; and their priority. 2.1.1. The Council will recommend Ends and changes to Ends. 2.1.2. The Board will consider and respond with a decision on recommended Ends and changes to Ends within sixty days of receiving a proposal from Council. 2.1.3. The Board will approve Ends and changes to Ends recommended by the Council, provided that they: 2.1.3.1. Are consistent with the organization’s Articles of Incorporation; 2.1.3.2. Are clearly written; and, 2.1.3.3. Do not expose the organization to unreasonable risks. 2.1.4. The Board will reject Ends or changes to Ends that fail to satisfy any of these conditions. 2.1.4.1. The Board will provide the Council with a decision letter that explains why a proposed End or proposed change to an End was rejected, and, if appropriate, how the proposal can be revised to receive Board approval. 2.1.5. New Ends, revisions that further specify existing ends, and new sub-ends will require a rationale, which justifies narrowing the latitude with which the President’ may interpret the Articles of Incorporation and/or Ends. 2.2. Executive Limitations: Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take place. 2.3. Governance Process: Specification of how the Board conceives, carries out, and monitors its own tasks. 2.4. Council Governance Process: Specification of how the Council further conceives, carries out, and monitors the tasks delegated to it by the Board through GP-8. 2.5. Board-Management Delegation: How power is delegated and its proper use monitored; the President role, authority, and accountability. 3. Assurance of successful organizational performance on Ends and Executive Limitations.

Last Amended: August 17, 2020 The Board commits itself and its directors to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as directors. 1. Directors must have loyalty to the membership, unconflicted by loyalties to staff, other organizations, and any personal interest as a consumer. 2. Directors must avoid conflict of interest with respect to their fiduciary responsibility. 2.1. There will be no self-dealing or business by a director with the organization. Directors will annually disclose their involvements with other organizations, with vendors, or any associations that might be or might reasonably be seen as being a conflict. 2.2. When the Board is to decide upon an issue about which a director has an unavoidable conflict of interest, that director shall withdraw without comment not only from the vote but also from the deliberation. 2.3. Directors will not use their Board position to obtain employment in the GSA-UW for themselves, relatives, or close associates. A director who applies for employment must first resign from the Board. 3. Directors may not attempt to exercise individual authority over the organization. 3.1. Directors’ interactions with the President or with staff must recognize the lack of authority vested in individuals except when explicitly board-authorized. 3.2. Directors’ interactions with the public, press, or other entities must recognize the same limitation and the inability of any Director to speak for the Board except to repeat explicitly stated Board decisions. 3.3. Except for participation in Board deliberation about whether the President has achieved any reasonable interpretation of GSA-UW policy (excluding Council Policy), directors will not express individual judgments of performance of employees or the President. 4. Directors will respect the confidentiality appropriate to issues of a sensitive nature. 5. Directors will be properly prepared for Board deliberation, including but not limited to reading agenda packages and accompanying documents in advance of Board meetings. 6. Directors will support the legitimacy and authority of the final determination of the Board on any matter, irrespective of the director’s position on the issue. 7. Should a director be absent for two consecutive meetings without regrets, or be absent from one-third of all regularly scheduled Board meetings with or without regrets (per one year period beginning with the Director’s appointment or election), the Board of Directors may call a special meeting of the members with a resolution to remove the director in question.

Last Amended: August 17, 2020 The Board will govern lawfully, observing the principles of the Policy Governance model, with an emphasis on (a) outward vision rather than an internal preoccupation, (b) encouragement of diversity in viewpoints, (c) strategic leadership more than administrative detail, (d) clear distinction of Board, Council, and Management, (e) collective rather than individual decisions, (f) future rather than past or present, and (g) proactivity rather than reactivity. Accordingly, 1. The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for ensuring that the Board governs with excellence. The Board will be the initiator of policy, not merely a reactor to staff initiatives. The Board will not use the expertise of individual directors to substitute for the judgment of the Board, although the expertise of individual directors may be used to enhance the understanding of the Board as a body. 2. The Board will direct, control, and inspire the organization through the careful establishment of broad written policies reflecting the Board’s values and perspectives. The Board’s major policy focus will be on the intended long-term impacts outside the staff organization, not on the administrative or programmatic means of attaining those effects. 2.1. Except as otherwise provided for in these policies, the Board as a whole will refrain from advising the Council on matters within its mandate. 2.1.1. Individual directors, acting in their capacity as ex-officio members of council (non-voting), may take part in discussion and debate over Council matters. 3. The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policy-making principles, respect of roles, and ensuring the continuance of governance capability. Although the Board can change its governance process policies at any time, it will scrupulously observe those currently in force. 4. Continual board development will include orientation of new directors in the Board’s governance process and periodic board discussion of process improvement. 5. The Board will allow no officer, individual, or committee of the Board to hinder or be an excuse for not fulfilling group obligations. 6. The Board will monitor and discuss the Board’s process and performance each academic term. Self-monitoring will include comparison of board activity and discipline to policies in the Governance Process and Board-Management Delegation categories. 7. Where these policies are silent, the Board will govern itself according to the latest published edition of Roberts Rules of Order Newly Revised.

Last Amended: August 17, 2020    To accomplish its job products with a governance style consistent with Board policies, the Board will follow an annual agenda.    1. The Board cycle will conclude each year on the last day of April so that administrative planning and budgeting can be based on accomplishing a one-year segment of the organization’s most recent statement of Ends.    2. The Board cycle will start with the Board’s development of its agenda for the next year.    3. The Board will review the annual agenda at the start of each academic term, in order to consider modifications.    4. The agenda of each regular meeting of the Board will provide time for the following:  4.1. Monitoring reports (President, Speaker)  4.2. Strategic planning  4.3. Policy actions  4.4. Board self-monitoring

Amended August 17, 2020  Amended April 24, 2025    The Chair of the Board (“Chair”) is the chief governance officer (CGO) and a specially empowered director. The Chair assures the integrity of the Board’s process and, secondarily, occasionally represents the Board to outside parties. The Chair shall be appointed by the Board at the beginning of the Board cycle for a one-year term. No individual may serve more than two (2) terms as Chair.    1. The directive of the Chair is to ensure that:  1.1. the Board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization.  1.2. Meeting discussion content will be only those issues which, according to board policy, clearly belong to the Board to decide or to monitor.  1.3. Information that is for neither monitoring performance nor board decisions will be avoided or minimized and always noted as such.  1.4. Deliberation will be fair, open, and thorough, but also timely, orderly, and kept to the point.    2. In order to protect the Board from sudden loss of Chair services, the Board shall appoint a director to serve as Deputy Chair (“Deputy Chair”) who will keep sufficiently familiar with Board issues, processes, and policies to enable them to take over with reasonable proficiency as an interim successor. The Deputy Chair role is appointed twice in a Board cycle, for six (6) month periods, initially by appointment from the Board and midway by recommendation of the Chair, subject to approval by the Board.    3. The authority of the Chair consists in making decisions that fall within topics covered by board policies on Governance Process and Board-Management Delegation, with the exception of (i) employment or termination of a President and (ii) where the Board specifically delegates portions of this authority to others. The Chair is authorized to use any reasonable interpretation of the provisions in these policies.  3.1. The Chair is empowered to chair board meetings with all the commonly accepted power of that position, such as ruling and recognizing.  3.1.1. If the office of the Chair is currently vacant, the Deputy Chair is empowered to chair Board meetings, and call a special Board meeting to appoint a Chair, until such a time as a Chair is appointed.  3.1.2. If the office of Chair and Deputy Chair are both vacant, then the President is empowered to chair Board meetings, and call a special Board meeting to appoint a Chair until such a time as a Chair or Deputy Chair is appointed.  3.2. The Chair has no authority to make decisions about policies created by the Board within Ends and Executive Limitations policy areas. Therefore, the Chair has no authority to supervise or direct the President.  3.3. The Chair may represent the Board to outside parties in announcing board-stated positions and in stating Chair decisions and interpretations within the area delegated to that role.  3.4. The Chair may delegate this authority, but remains accountable for its use.      4. The Chair shall keep the Speaker informed of any and all official Board decisions, including policy and by-law actions and meeting notices.

The Board Secretary is an officer of the Board whose purpose is to ensure the integrity of the Board’s documents.    1. The assigned result of the secretary’s job is to see to it that all board documents and filings are accurate and timely.  a. Policies will be current in their reflection of board decisions.  b. Decisions upon which no subsequent decisions are to be based, such as consent agenda decisions, motions to adjourn, and staff or director recognitions need not be placed in the Minutes.  c. Policies will rigorously follow Policy Governance principles.  d. Bylaws elements necessary for legal compliance and for consistency with the principles of Policy Governance will be known to the Board.  e. Requirements for format, brevity, and accuracy of board minutes will be known to the Secretary.    2. The authority of the secretary is access to and control over board documents, and the use of staff time not to exceed 100 hours per year

Last Amended: August 17, 2020    Board committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as never to interfere with delegation from Board to President.    1. Board committees support directors in fulfilling Board duties. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, Board committees will normally not have direct dealings with current staff operations without President direction.    2. Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the President.    3. Board committees cannot exercise authority over staff. The President will not be required to obtain approval of a Board committee before an executive action.    4. Board committees are to avoid over-identification with organizational parts rather than the whole. Therefore, a Board committee that has helped the Board create policy on some topic will not be used to monitor organizational performance on that same subject.    5. Committees will be used sparingly and ordinarily in an ad hoc capacity.    6. This policy applies to any group that is formed by Board action, whether or not it is called a committee and regardless of whether the group includes directors. It does not apply to committees formed under the authority of the President.

Amended April 29, 2024  Amended January 20, 2025    The purpose of the Council, on behalf of the graduate students at the University of Waterloo, is to (a) elaborate on the corporate objects of the Graduate Student Association – University of Waterloo by recommending to the Board a relevant list of Ends, (b) bring to the President’s attention student needs, (c) advise the President and the Board on organizational strategies to accomplish Ends and address student needs, (d) serve as a means to keep the overall student membership informed of the GSA-UW updates and activities, (e) serve as a forum for the political views of graduate students, and (f) declare political positions on behalf of graduate students.    1. Councillors will include:  1.1 One graduate student elected by and from each department.  1.2 One graduate student elected by and from each program not housed in a department, and  1.3 One graduate student to represent each constituency group (one student per group) included in the Council Policies.    2. The Council will be chaired by a member elected annually by the Council and titled “Council Speaker”. The Council Speaker is empowered to preside over the Council meetings with all the commonly accepted power of that position, such as ruling and recognizing.    3. The Council Speaker assures the integrity of the Council process.  3.1 Meeting discussion content will be only those issues that clearly pertain to the Council’s purpose.  3.2 Information that is outside the Council’s purpose will be avoided or minimized and always noted as such.  3.3 Deliberation will be fair, open, and thorough, but also timely, orderly, and kept to the point.    4. The Council Speaker or a designated person (typically the Elections Coordinator) will facilitate elections and by-elections  4.1 Elections will be free, fair, and legitimate.  4.2 The Council Speaker or designated person (typically the Elections Coordinator) will not deal with candidates for councillorship in a way that favours or privileges certain candidates over others, except when fulfilling individual requests for information.  4.3 The process for elections and by-elections will be determined by the Council and will be included in the Council Policies.    5. In order to protect the Council from sudden loss of Council Speaker services, the Vice-President of Administration shall serve as Deputy Speaker who will keep sufficiently familiar with Council issues, processes, and policy to enable them to take over with reasonable proficiency as an interim successor if required.    6. Councillors, the President, and the Vice-Presidents will have the following rights at Council:  6.1 To receive notice of all regular and special Council meetings;  6.2 To attend all regular and special Council meetings, in open and closed session;  6.3 To speak during debate;  6.4 To move and second motions; and,  6.5 To vote.    7. Councillors will have the following rights at the Board:  7.1 To receive notice of all regular and emergency Board meetings;  7.2 Councillors shall receive notice of regular board meetings at least one week in advance of the scheduled meeting time.   7.3 Councillors shall receive notice of emergency board meetings at least 24 hours in advance of the scheduled meeting time.  7.4 To attend all regular Board meetings held in open session, subject to the capacity of the meeting venue, provided notice to attend is given to the Board Chair at least 1 business day prior to the scheduled meeting time.  7.5 To attend all emergency Board meetings held in open session, subject to the capacity of the meeting venue, provided notice to attend is given to the Board Chair at least 12 hours prior to the scheduled meeting time.    8. The Council Speaker will have the following rights at the Board:  8.1 To receive notice of all regular and emergency Board meetings;  8.2 To attend all regular and emergency Board meetings;  8.3 To speak during debate; and,  8.4 To move and second motions.    9. Directors will have the following rights at Council:  9.1 To receive notice of all regular and emergency Council meetings;  9.2 To attend all regular and special Council meetings held in open session;  9.3 To speak during debate:  9.3.1 As ex-officio members of Council (non-voting), Directors shall speak with the whole membership in mind, referring constituency matters to their Councillor; and,  9.4 To move and second motions.    10. Council may submit to the Board for consideration any matter of concern, to which the Board shall respond within a reasonable timeframe. Concerns that pertain to apparent breaches of by-laws or policies shall receive a response within thirty days.  10.1 The Council Speaker will keep the Board apprised of any and all of the Council’s matters of concern.    11. The Council has the right to receive periodic updates from the Board and President on their actions regarding topics that pertain to the Council’s mandate.    12. Council will monitor and evaluate its overall performance and that of the Council Speaker.    13. As long as the Council uses any reasonable interpretation of this policy, the Council is authorized to make all decisions, take all actions, establish all practices, and develop all activities that fall within its mandate in accordance with GSA-UW policies and by-laws.  13.1 The Council Speaker will keep the Board apprised of the Council’s policies, decisions, actions, practices, and activities.  13.2 The Council has no authority to supervise or direct the President.    14. Where this or the Council’s policies are silent, the Council will govern itself according to the latest published edition of Roberts Rules of Order Newly Revised.

Last Amended: August 17, 2020    Because poor governance costs more than learning to govern well, the Board will invest in the organization’s governance capacity.    1. Board skills, methods, and supports will be sufficient to ensure governing with excellence.  1.1. Training and retraining will be used liberally to orient new Directors and candidates for directorship, as well as to maintain and increase existing Directors’ skills and understandings.  1.2. Outside monitoring assistance will be arranged so that the Board can exercise confident control over organizational performance. This includes, but is not limited to, financial audit.  1.3. Outreach mechanisms will be used to ensure the Board’s ability to listen to membership viewpoints and values.    2. Council skills, methods, and supports will be sufficient to ensure governing with excellence.  2.1. Training and retraining will be used liberally to orient new Councillors and candidates for councillorship, as well as to maintain and increase existing Councillors’ skills and understandings.  2.2. Councillors will be trained in, and will be encouraged to use, various outreach methods to ensure that they are able to inform themselves of and represent their constituents’ viewpoints and values.  2.3. Outreach mechanisms will be used to ensure the Council’s ability to listen to membership viewpoints and values.    3. Costs will be prudently incurred, though not at the expense of endangering the organization or its Ends. Funds will be set aside for:  3.1. Board training, including attendance at conferences and workshops.  3.2. Council training.  3.3. Audit and other third-party monitoring and organizational performance.  3.4. Surveys, focus groups, opinion analyses, and other outreach mechanisms.  3.5. Strategic planning.  3.6. Meeting costs.    4. The Board will normally establish the organization’s cost of governance budget for the next fiscal year by early July.  4.1. The Board will normally initiate the development of the organization’s cost of governance budget for the next fiscal year during the month of May.  4.2. As part of the development of the cost of governance budget, the Board will normally consider the Council’s governance budget request no later than mid-June.

Last Amended: April 14, 2021    The President will be a highly qualified and enthusiastic graduate student at the University of Waterloo.    1. The President will serve a one-year term, renewable for one additional one-year term based on satisfactory performance in accordance with the President’s performance appraisal and feedback gathered from the Board, Council, Management, staff, and graduate student representatives appointed by the President to carry out GSA’s mandate.    2. A President nominating committee (“committee”) shall be formed normally 3-4 months prior to the end of the term of office of the incumbent.  2.1. If the President is eligible for reappointment, no fewer than three months before the end of the incumbent President’s first term, the committee will determine whether the President should be offered a second term and present recommendations to Board and Council. Following collection of feedback from Council, the Board will approve reappointment of the President. If the incumbent President declines the offer of a second term, or is not offered a second term, then the committee will begin the process of recruiting a successor.  2.2. If the incumbent is not eligible for, or is not approved for, reappointment, the committee will make a request for nominations, develop a short-list of nominees, interview those nominees, and present the top candidate to Board and Council.  2.3. Membership of the committee shall consist of equal representation from Board and Council.  2.4. Presidents eligible for reappointment and Vice Presidents may not serve on the committee. If the current President is not eligible for reappointment, they may also serve on the committee.  2.5. If any member of the committee becomes, or seeks to become, a candidate for the Office of President, the member shall resign from the committee and be replaced by an appointee from either the Board or Council respectively.  2.6. Both the Board and Council must approve appointment in order for an offer to be extended.  2.7. All discussions in the committee, Board, will be carried out in confidential sessions.    3. If the President’s position suddenly becomes vacant, then the Board will normally appoint the Vice-President. President for the remainder of the President’s term.  3.1. If the Vice-President is not successfully appointed as the President by the Board and if more than three months remain in the President’s term, then the Board and the Council will jointly recruit a new President.  3.2. If the Vice President is not appointed by the Board and if fewer than three months remain in the President’s term, then the Board will appoint a President by approving a recommendation from the Chair of the Board to serve for the remainder of the President’s term.    4. The Board may remove the President from office for cause at any time, or without cause with two weeks of paid notice.

Last Amended: April 21, 2020    The Executive Manager will be an exceptionally qualified and enthusiastic individual with demonstrated competencies and achievements related to the organization’s Ends and operations.    1. The Executive Manager will be a full-time, permanent appointment, subject to a one-year probationary period.    2. No less than one year before the retirement of the incumbent Executive Manager, the Board, in consultation with the Council, will begin the process of recruiting a successor.    3. If the Executive Manager’s position suddenly becomes vacant, then the Board, in consultation with the Council, will appoint an interim Executive Manager until a permanent successor is found.

Amended August 17, 2020  Amended April 24, 2025    The Board Executive Committee (BEC) shall assist the Chair of the Board in preparing agendas for Board meetings and monitoring the Board’s annual agenda, and shall serve as a forum for strategic discussions, such as the development of policies.    1. The membership of the BEC will consist of:  1.1. The Chair of the Board, who will chair the committee;  1.2. The Deputy Chair, who will chair the committee if the office of Chair is vacant;  1.3. The Corporate Secretary;  1.4. The President, who will chair the committee if the offices of Chair and Deputy Chair are both vacant; and,  1.5. At least two directors, appointed by the Board and rotated each term.    2. The BEC may act on behalf of the Board on such matters as the Board may from time to time designate. The BEC will report to the Board, as expeditiously as possible, with respect to the conduct of such matters.    3. The BEC will normally meet approximately two weeks prior to the date of each regular meeting of the Board, and otherwise as required. Meetings of the BEC will be called by the Chair of the Board.  3.1. Meetings of the BEC can be called by the Deputy Chair if the office of Chair is vacant.  3.2. Meetings of the BEC can be called by the President if the offices of Chair and Deputy Chair are both vacant.

Amended April 14, 2021  Amended January 30, 2025    Process for Changing Policies  1. First reading at Board: Proposed changes would be brought to a Board meeting for an initial reading and vote within 60 days of the policy change being initiated.  2. JPRC Reading: The Joint Policy and Review Committee will review the proposed changes for any further edits. The JPRC must respond to such requests in a timely fashion.    3. Council Consultation: Council will be presented the proposed changes. Councilors will be able to provide feedback on the proposed changes.  4. Second Reading at Board: The proposed changes would be approved by the Board for final approval. This reading must occur after a minimum of 25 days following the 1st Reading at Board and following JPRC Reading and Council Consultation.   4.1. If the proposed policy action passes second reading, then it will be instituted as set out in GP-14.   4.1.1. Exception: Any policy action related to CP-1-6 and GP-8 may be vetoed by a two-thirds majority of voting councilors within thirty days of the policy action passing second reading.    5. Enacted policy actions will be announced on the GSA communication channels website in a prominent place.    Initiating Policy Changes – Directors  6. Directors may initiate changes to all policies (within the constraints of the Articles of Incorporation and the Corporate Bylaws) by proposing, through the normal process of moving a motion at a Board meeting, to create new policies or to revise or repeal existing policies, in whole or in part.      Initiating Policy Changes – Councilors  7. Councilors may initiate changes to CP-1-6 and GP-8 (within the constraints of the Articles and Incorporation, the Corporate Bylaws, and Board Policies) by proposing, through the normal process of moving a motion at a Council meeting, to create new Council policies or to revise or repeal existing Council policies, in whole or in part.      Initiating Policy Changes – President   8. As a member of the Board and the Council, the President may initiate changes to all policies, similar to the Director process.    Initiating Policy Changes – Vice President  9. As a member of the Council, the Vice-President may initiate changes to CP-1-6 and GP-13, similar to the Councilor process.      Initiating Policy Changes – Members at Large  10. Any member at large may initiate changes to any policy through submitting a petition to the Board Chair alongside a minimum of 250 members or 5% of members as signatories to the proposed change. Upon resolution of the policy change, either acceptance, modification, or rejection, the Board Chair will justify the result to the initiating member within 30 days.  10.1. The Board Chair may ignore policy changes submitted by members that are materially identical to another policy change that was submitted by a member and rejected within the last 2 years.

Last Amended: May 19, 2020    1. An authoritative paper copy of all GSA-UW governing documents (the Articles of Incorporation, corporate bylaws, Board and Council policies, and political positions) will be kept secure at the GSA-UW main office.    2. A digital backup of the authoritative paper copy will be kept on a secure GSA-UW storage device.    3. The Corporate Secretary will be responsible for ensuring the integrity of the authoritative paper copy and the digital backup.    4. Any action taken by the Board, the Council, or the Membership to create, revise, or repeal governing documents will be documented on paper and certified by signature of the Corporate Secretary and the Chair of the Board or the Chair of Council, as the case may be.    5. Certified copies of new or revised governing documents will be inserted into the authoritative paper copy and the digital backup, and any repealed or replaced documentation will be retained in the archives for three years.    6. Following any action taken under section 4 of this policy, the Corporate Secretary will ensure that the text of the online copy (i.e. website) matches the authoritative paper copy.  a. To protect privacy, only the authoritative paper copy will bear signatures; the online copy will not bear any signatures.    7. The paper authoritative copy will prevail over the digital backup and the online copy, in the event that any inconsistency is discovered.  a. The Corporate Secretary will update the digital backup and/or the online copy, as required, to match the paper authoritative copy whenever an inconsistency is discovered and will report the corrections to the Board, the Council, and/or the Membership, as appropriate; the corrections will be entered into the minutes.    8. In consultation with the CEO, the Corporate Secretary may delegate the work outlined in this policy to staff.  a. The Corporate Secretary remains responsible for ensuring that this policy is implemented.    9. The Corporate Secretary is empowered to make housekeeping (grammatical, stylistic) changes to policy, to be summarized in a consent agenda report to the Board.

Last Amended: April 14, 2021     Purpose   1. The GSA-UW will maintain one strategic plan (hereafter GSA-UW Strategic Plan) to provide priorities that guide the allocation of human and financial resources. It is the role of the President to lead the development and implementation of the GSA-UW Strategic Plan, where the GSA-UW Board of Directors monitors its implementation and the GSA-UW Council provides critical feedback (e.g., consulted in development).    Scope  2. The GSA-UW Strategic Plan will be a multi-year strategic plan consisting of Strategic Priorities and Goals and a review of the Organization’s mission, vision, values. The GSA-UW Strategic Plan will align with the policy manual (i.e., Ends) along with the Articles of Incorporation and by-laws.    Timeline  3. The organization will develop a GSA-UW Strategic Plan once every three years. Based on the GSA-UW Strategic Plan, the President’s Work Plan and annual budget will operationalize the strategic priorities and goals of the GSA. The GSA-UW Board and GSA-UW Council shall develop their own annual agendas that align with the GSA-UW Strategic Plan, with preference that those plans are formalized in August of each year. The planning cycle will adhere to the following schedule:  a. Year 1 (January) — begin implementation  b. Year 2 (June) — conduct review  c. Year 3 (January) — begin planning for next cycle    Authority  4. The GSA-UW Strategic Plan will be approved by the GSA-UW Board at a meeting of the Board.    Strategic Plan Development  5. The President is responsible for facilitating the process of internal/external organizational assessment as well as a comprehensive consultation process to guide the development of the GSA-UW Strategic Plan. As part of the assessment, the President will solicit input and feedback from relevant stakeholders (graduate students, departmental GSAs, Council etc.) on GSA mission, vision, values, Ends, and current issues.    6. The President will present the assessment to the Board. The Board will define strategic priorities and goals based on the assessment. This will normally be done through a strategic planning retreat where Directors will review and analyze assessments presented to set high level strategic priorities and goals.    7. The President will consolidate input from the Board and present the draft GSA-UW Strategic Plan to the Board for review and approval.    Strategic Plan Implementation  8. The President will be responsible for implementation of the GSA-UW Strategic Plan through a Work Plan that will outline the strategy, objectives, tactics and key performance indicators for achieving strategic priorities and goals of the GSA-UW. The Work Plan will inform the annual budget and will be approved by the Board of Directors.    Strategic Plan Review Committee  9. The Committee will guide the review of the GSA-UW Strategic Plan implementation and will report to the Board on any considerations deriving from its work.    10. The Committee will have 6 members: The Chair of the Board, the Speaker of the Council (or designate), the President (or designate), one Director appointed by the Board, one Councillor appointed by the Council and Executive Manager.  a. The Committee will be chaired by the Chair of the Board or a designated Director (not the President)  b. Members may serve for up to one year and are eligible for reappointment.    11. The Committee will meet between strategic planning cycles. Meetings will be called by the Chair.    Strategic Plan Monitoring and Evaluation  12. Monitoring and evaluation of the GSA-UW Strategic Plan of the organization is a key role of the GSA-UW Board aiming to ensure organizational actions lead towards strategic priorities and objectives. The Board conducts ongoing monitoring and evaluation through:  a. Presidential Monitoring reports.  b. Presidential Work Plan progress reports  c. Biannual GSA-UW Strategic Plan review, undertaken by the GSA-UW Strategic Plan Review Committee on behalf of the Board once between strategic planning cycles. A report is prepared and submitted to the Board for consideration.    Appendix to GP-15 Terms and Definitions  • End/Goal: long term goal for the organization and set in Ends Policy. — Proposed by Council  • Example: Graduate students and their interests are represented and promoted to federal, provincial, and municipal levels of government.  • Strategic Goal/Priority: a broad/high level primary outcome to be prioritized for the current cycle. — Defined by the Board.  • Example: Make the GSA a leader in representation in Ontario by 2023  • Sub-goal: a broad/high level outcome that further defines goal. — Defined by the Board.  • Example: Establish ongoing two-way communication with Provincial government  • Strategy: the approach used to achieve a goal. — Defined by Management  • Example: establish a network with other GSAs in Ontario to increase influence  • Objective: a measurable step taken to achieve a strategy. – Set by Management  • Example: Engage with 50% of GSAs in Ontario on a regular basis  • Tactic: tools used in pursuing an objective associated with a strategy. — Defined by Management  • Example: Collaborate with other GSAs to identify issues affecting graduate students and create policy brief to present to provincial government  • Key Performance Indicator (KPI): measures and matrices used to assess, track and report progress towards strategic goals. — Set by Management  • Example: number of GSAs engaged

Last Amended: August 19, 2020    The Vice-President will be a highly qualified and enthusiastic graduate student at the University of Waterloo.    1. The Vice-President will report to and operate under the directions of the President.    2. The Vice-President will serve a one-year term, renewable once for satisfactory performance.    3. A returning President may recommend the re-appointment of a returning Vice-President to Board and Council; ideally no later than 2 months prior to the end of the term of office of the incumbent President. If the incumbent President or Vice-President are not eligible for, decline, or are not approved for, reappointment, a Vice-President nominating committee (“committee”) shall be formed following the appointment of the President; ideally 1-2 months prior to the end of the term of office of the incumbent Vice President:  a. If the incumbent is eligible for reappointment, and such a reappointment is acceptable to the incoming President, the committee shall begin its work by soliciting feedback from the Board, Council, Management, and staff with regards to the reappointment of the Vice President. The committee shall then prepare a recommendation to the Board and Council regarding the incumbent’s reappointment. Following collection of feedback from Council, the Board will approve reappointment of the Vice President.  b. No fewer than two months following the appointment of the incoming President, the committee will recommend to the Board and the Council whether the Vice-President should be offered a second term.  c. If the incumbent is not eligible for, declines, or is not approved for, reappointment, the committee will make a request for nominations, develop a short-list of nominees, interview those nominees, and present the top candidate to Board and Council for approval.  d. Membership of the committee shall consist of equal representation from Board and Council.  e. The President (reappointed or incoming), shall chair the committee.  f. If any member of the committee becomes, or seeks to become, a candidate for the Office of Vice-President, the member shall resign from the committee and be replaced by an appointee from either the Board or Council respectively.  g. Both the Board and Council must approve appointment in order for an offer to be extended.  f. All discussions in the committee, Council, and Board, will be carried out in confidential sessions.    4. If the Vice-President’s position suddenly becomes vacant, then the President will nominate an interim successor to serve out the remainder of the term.  a. The nominee will require approval by the Board and the Council.    5. The President may remove the Vice-President from office for cause at any time, or without cause with two weeks of paid notice.

Last Amended: April 14, 2021     Individuals who make significant contributions, directly or indirectly, to achievement of the Ends may be recognized for contributions that go above and beyond what would normally be expected of such an individual. Recognition will normally be honorific with no monetary component; in-kind gifts are permitted.    GSA Community Development Award  1. Summary: The GSA Community Development Award, the organization’s highest award and named after the General Manager of the organization from 1991 to 2018, may be presented once per year to an individual (or in exceptional circumstances, individuals) who demonstrates selfless dedication to graduate students.    2. Committee: The award will be overseen by a committee, composed of the Chair of the Board, the Speaker of the Council, and the President.  2.1. No individual who has been nominated for the award and who has not declined the nomination may serve on the Committee. Any such individual will automatically forfeit their seat and will be replaced. The Council will appoint a replacement for the Speaker if they forfeit their seat. The Board will appoint a replacement for the Chair or the President if they forfeit their seat.    3. Eligibility: Any individual for which a valid letter of recommendation was submitted by the deadline may receive the award.  3.1. An individual may receive the award only once.    4. Timeline: The award will be presented annually.  4.1. The Committee will adopt a timeline for the year, including the deadline for submitting letters of recommendation.    5. Nomination: By valid letter of recommendation describing the individual’s merit.  5.1. Validity: The letter must be submitted by the deadline, must be signed by ten active status graduate students (including student number), and may be maximum two pages, US letter size (21.59 x 27.94cm), normal margins (2.54cm), single spaced, and minimum 12pt font.  5.2. The Committee will not consider any submissions other than valid letters of recommendation.    6. Selection: The Committee will review the valid letters of recommendation and may select one eligible nominee, by consensus of the members, to receive the award.  6.1. If, in the opinion of the Committee, no suitable individual has been nominated, the Committee is not obligated to select an individual to receive the award.

Last Amended: August 17, 2020    The purpose of referenda is decide the outcome of important issues that affect each member or a specific group of members, where their express intentions are required or their input is desired.    1. Referenda will be held in accordance with the Act and GSA-UW By-laws.    2. Two referenda will not be called on the same issue, or two issues deemed to be equivalent, within 12 months.    3. The Board shall approve the specific wording of the question of any referendum.    4. A referendum may consist of more than one related question if deemed appropriate.    5. When the referendum is called, the Board shall decide who among the membership is eligible to vote and shall provide this information to the CRO. Normally, if the referendum is being held to determine a fee then all members of the GSA-UW to who the proposed fee change is applicable may vote; otherwise each fee-paying member of the GSA-UW shall be eligible to vote.    6. Voting will occur by electronic ballot for a minimum of 48 hours, and will include at least one business day.    7. No member shall be permitted to vote more than once.    8. No member shall be permitted to vote by proxy.    9. The decision by referendum may be appealed by:  9.1. A petition from a number of eligible voters that exceed the number of votes received by the prevailing side.  9.1.1. The Board may, with a two-thirds majority, call a second referendum.  9.2. A General Meeting, with explicit notice of motion and a two-thirds majority.  9.2.1. The Board will call a second referendum.  9.2.1.1. The cost of the second referendum so required is to be borne by the GSA-UW.    10. Referendum Campaigning shall be permitted as follows:  10.1. Each side in a referendum may form one committee that will be recognized officially by the CRO. Such a committee must be chaired by at least one eligible voter. In the absence of a committee chair, a contingency chair shall be appointed by the CRO. The absence of a committee for one side does not prevent the opposing side from forming a committee.  10.2. No expenses incurred by organizations external to the GSA-UW shall be borne by the GSA-UW. This includes the wages of paid employees, printing communications, travel, etc.  10.3. The Council, by a two-thirds majority vote, may officially decide to take a position in each referendum. An official position shall entitle the committees to cite the position of the Council. It shall not entitle a committee to use GSA-UW facilities that are unavailable to the other committee.

Last Amended: April 14, 2021    Definitions  1. An Emergency is a situation that requires immediate Board action and that, otherwise, poses an immediate and severe risk to the Corporation, its Ends or its members, as determined by a risk framework developed by the Board to assess the likelihood and impact of risks.    2. Emergency Powers are the powers of the Board Executive Committee (hereinafter the Committee) arising from this policy.    3. An Authorisation Resolution is a resolution of the Committee authorizing the use of the Emergency Powers.    4. An Emergency Resolution is a resolution of the Committee exercising the Emergency Powers.    Power Delegation, Restrictions  5. In between of the meetings of the Board, at the request of the Chair of the Board, the Committee may act on behalf of the Board to address an Emergency subject to the conditions:  5.1. the Emergency cannot be properly addressed without an act of the Board prior to the next regularly scheduled Board meeting; and  5.2. prior to the next regularly scheduled Board meeting  5.2.1. there is no possibility of scheduling a Board meeting; or,  5.2.2. the Board failed to reach quorum at two consecutive special and/or emergency meetings duly called for this purpose with the following conditions:  5.2.2.1. the directors were afforded an opportunity of remote and interactive participation, and  5.2.2.2. at least one of the meetings was scheduled after regular business hours, and  5.2.2.3. meetings were scheduled for 30 minutes or less.    Exceptions  6. The following Board duties shall not be delegated to the Committee:  6.1. those explicitly forbidden for the delegation by the law;  6.2. appointment of the Chair of the Board and the President of the Corporation;  6.3. by-laws changes.    Procedures  7. The Chair of the Board (or a designate) moves an Authorization Resolution at the meeting of the Committee and justifies that the conditions in sections 1 and 5 are met, and provides the reason the issue was not addressed at the previous Board meeting.  7.1. The Authorization Resolution requires two thirds majority.    8. Following the adoption of the Authorization Resolution, the Chair of the Board (or a designate) moves an Emergency Resolution effecting the required action, which requires majority vote of the Committee.    Notice to the Directors  9. The director chairing the meeting of the Committee shall notify the Board within 12 hours on the decisions of the Committee acting according to this policy.    Ratification  10. The Chair of the Board (or a designate) shall submit a passed Emergency Resolution to the following meeting of the Board for ratification. The Board may confirm, reject or amend the Emergency Resolution by an ordinary motion.    Effective Date  11. A passed Emergency Resolution is effective from the date of the resolution of the Committee. If the Emergency Resolution is confirmed or confirmed as amended by the Board, it remains effective in the form in which it was confirmed.    Ceasing to Have Effect, etc.  12. A passed Emergency Resolution ceases to have effect if it is not submitted to the Board for ratification as required by section 10 or if it is rejected by the Board. No act done or right acquired under any Emergency Resolution shall be retroactively affected by any such rejection, amendment or other dealing.    Minutes  13. Any Authorization or Emergency Resolution, regardless of the result of the respective votes, shall be recorded as a separate document and appended to the minutes of the previous Board meeting. This document shall also include the vote tallies and results, place and time of the votes, and attendance at the respective meeting of the Committee.

Last Amended: August 17, 2020    1. Introduction  The Directors, Officers, employees (if any) and volunteers of the Graduate Student Association, University of Waterloo (the “Organization”), as well as members of committees with delegated authority from the Organization’s Board of Directors (the “Board”) each owe a duty of loyalty to the Organization. This means that these individuals must always consider the interests of the Organization and not allow their personal interests or preferences, or the interests and preferences of their friends, relatives (whether by blood, adoption, marriage or common law partnership), or co-workers, to affect their conduct or decisions. It also means that such persons must act honestly and in good faith with a view to the best interests of the Organization.    This conflict of interest policy (the “Policy”) is designed to ensure that whenever a matter is discussed or a decision is made by the Organization’s Board, or a committee of the Board, the persons discussing or making decisions are aware of the existence of any actual or potential conflicts of interest.    This Policy is implemented as a supplement to, and not as a replacement for, the laws that govern not-for-profit corporations respect of conflicts of interest. This Policy shall at all times meet or exceed such applicable laws. To the extent that there is any error, omission, or conflict between this Policy and any applicable legislation, the applicable legislation shall prevail.    2. Application of Policy  2.1. This Policy shall apply to any Director, Officer, employee, volunteer, or member of a committee of the Board, including Councillors (each an “Interested Person”), who has a conflict as defined in section 4 of this Policy.    3. Annual Declaration  3.1. Each Interested Person shall be provided with a copy of this Policy and shall be asked to declare in writing, annually, that the individual:  3.1.1. has received a copy of the Policy;  3.1.2. has read and understands the Policy;  3.1.3. has agreed to comply with the Policy;  3.1.4. understands that the Organization is a non-profit organization and that pursuant to the Income Tax Act (Canada), the Organization must not operate for a profit purpose; and  3.1.5. where the individual is a Director, is not an “Ineligible Individual” as defined in Appendix A.  3.2. Written declarations shall be in the form of declaration attached hereto as “Appendix A”.    4. Conflict of Interest Defined  4.1. A conflict of interest (a “Conflict”) may occur when the personal, professional, business, or financial interests, whether direct or indirect, of an Interested Person, or a friend, relative (whether by blood, adoption, marriage or common law partnership), or co-worker of an Interested Person, conflict with or are perceived to conflict with the interests of the Organization.  4.2. For purposes of this Policy, a Conflict may arise for an Interested Person where that Interested Person, or a friend, relative (whether by blood, adoption, marriage or common law partnership), or co-worker of that Interested Person, has:  4.2.1. an existing or potential interest in any transaction or relationship in which the Organization also has an existing or potential interest, or when an Interested Person or his or her friend, relative (whether by blood, adoption, marriage or common law partnership), or co-worker will derive a financial or other benefit directly or indirectly in any transaction or relationship in which the Organization is a party;  4.2.2. a compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction arrangement;  4.2.3. a potential ownership or investment interest in, or compensation arrangement with an entity or individual with which the Organization is negotiating a transaction or arrangement;  4.2.4. any discretion to choose the people who benefit from the Organization and uses his or her power without complete fairness, including for clarity where the Interested Person is a friend, relative (whether by blood, adoption, marriage or common law partnership); or  4.2.5. in the case of a Director or Officer of the Organization, a competing fiduciary duty to more than one organization.  4.3. For purposes of this Policy, compensation includes fees for services, direct and indirect remuneration, as well as gifts, scholarships, and favours that are substantial in nature.  4.4. Both a factual Conflict and the appearance of a Conflict may be considered to be a Conflict for purposes of this Policy.    5. Disclosure Required  5.1. In connection with any Conflict, an Interested Person who is a Director must disclose the existence and nature of his or her Conflict to the Chair of the Board of the Organization (or his or her designate) as soon as possible and at the latest at next meeting of Directors after the Conflict arises. The Chair shall inform the Board upon being advised of the Conflict.  5.2. In connection with any Conflict, an Interested Person who is an Officer or a member of a committee of the Board must disclose the existence and nature of his or her conflict to the Chair of the Board of the Organization (or his or her designate) for dissemination to those persons who have been delegated the power to consider the matter and determine if a Conflict exists.  5.3. In connection with any Conflict, an Interested Person who is an employee or volunteer must disclose the existence and nature of his or her conflict to the Chair of the Board of the Organization (or his or her designate) for dissemination to those persons who have the delegated power to consider the matter and determine if a Conflict exists.  5.4. If the Chair of the Board is in Conflict, the matter must be brought to the Board.  5.5. Any Interested Person who perceives another Interested Person to be in Conflict in a matter under consideration must raise this with the Chair of the Board.    6. Failure to Disclose Conflict  6.1. If the Board has reasonable cause to believe that an Interested Person has failed to disclose a Conflict, it shall inform the Interested Person of the basis for such belief and afford that person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the Interested Person and making such further investigation as may be warranted in the circumstances, the Board determines that the Interested Person has in fact failed to disclose a Conflict, the Board shall take appropriate disciplinary and corrective action, including, without limiting the generality of the foregoing, requiring the Interested person to account to the Organization for any profit or benefit realized.    7. Determination of Conflict  7.1. After a Conflict has been disclosed by an Interested Person, the following conditions shall apply to determine whether a Conflict exists:  7.1.1. If the Conflict involves an Interested Person who is a Director or Officer, the Interested Person may be asked to step out of the Board meeting while the matter is discussed and voted upon. The remaining Directors, in consultation with the Organization’s legal counsel, if required, shall consider all relevant factors and determine if a Conflict exists and what action is required.  7.1.2. If the Conflict involves any other Interested Person, the Chair of the Board of the Organization, in consultation with any other persons such as the Directors, or the Organization’s legal counsel, shall consider all relevant factors and determine if a Conflict exists and what action is required.    8. Where Conflict Exists  8.1. Any Director or Officer who has a conflict shall not participate in or be permitted to hear the Board’s discussion of the matter that is the subject of the Conflict.  8.2. Any Director who has a Conflict in respect of a matter before the Board shall not vote on the matter.  8.3. A Director or Officer who has a Conflict shall not attempt to exert his or her personal influence with respect to the Conflict, either at, our outside of, the Board meeting at which the matter is discussed.  8.4. If, after consideration of all relevant factors, a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a Conflict, the Board shall determine, by a majority vote of the disinterested Directors:  8.4.1. whether the transaction or arrangement is in the Organization’s best interests; and  8.4.2. whether the Organization should enter into the transaction or arrangement.    9. Minutes  9.1. The Organization’s Board minutes shall contain:  9.1.1. the name of any Interested Person who failed to disclose and was otherwise found to have a Conflict, the nature of the interest, any action taken to determine whether a Conflict was present, and the decision as to whether a Conflict existed; and  9.1.2. the names of the persons who were present for discussions and votes relating to the Conflict, the content of the discussions, including any alternatives to the Conflict, and the result of any vote taken in connection therewith.    10. Breach of Policy  10.1. Breach of this Policy may be considered cause for removal of an Interested Person from the Board of the Organization, or other position within the Organization, as applicable.     APPENDIX A   GRADUATE STUDENT ASSOCIATION, UNIVERSITY OF WATERLOO  ANNUAL CONFLICT OF INTEREST AND INELIGIBLE INDIVIDUAL DECLARATION     Name of Declarant: ____________________________________     Role within the Organization: _______________________________  (Director/Officer/employee/member of committee of the Board)     I declare as follows:  • In accordance with the conflict of interest policy (the “Policy”) adopted by the Board of Directors of the Graduate Student Association, University of Waterloo (the “Organization”) on _________________, 20__, I hereby certify that I have read and understood the Policy and agree to comply with the Policy.  • I hereby acknowledge that I understand that the Organization is a non-profit organization and that pursuant to the Income Tax Act (Canada), the Organization must not operate for a profit purpose, but instead must act to fulfill its corporate purposes pursuant to its letters patent.  • To the best of my knowledge, as of the date of this acknowledgement, neither I nor any of my friends, relatives, or co-workers is engaged in any activity that could create a conflict of interest with the Organization, as described in the Policy, or otherwise violate the Policy, except as previously disclosed to the Organization by me prior to signing this acknowledgment.  If a Director (only):  • I am not an Ineligible Individual, as defined in the attached Schedule A. Should I become an Ineligible Individual, I will disclose this fact to the Board immediately.     ________________________                                  ________________________  Name (Print)                                                                   Signature     ________________________  Date     SCHEDULE A  For the purposes of this Declaration the term “ineligible individual” carries the following meaning:  “ineligible individual”, at any time, means an individual who has been:  1. Convicted of a relevant criminal offence unless it is a conviction for which,  2. a pardon has been granted or issued and the pardon has not been revoked or ceased to have effect, or  3. a record suspension has been ordered under the Criminal Records Act (Canada) and the record suspension has not been revoked or ceased to have effect;  4. Convicted of a relevant offence in the five-year period preceding that time;  5. An individual who controlled or managed, directly or indirectly, in any manner whatsoever, a registered non-share capital corporation during a period in which the corporation engaged in conduct that can reasonably be considered to have constituted a serious breach of the requirements for registration under the Income Tax Act (Canada) or its incorporating statute and for which its registration was revoked in the five-year period preceding that time.  Further, “relevant criminal offence” means a criminal offence under the laws of Canada, and an offence that would be a criminal offence if it were committed in Canada, that:  1. relates to financial dishonesty, including tax evasion, theft and fraud, or  2. in respect of a charity or Canadian amateur athletic association, is relevant to the operation of the charity or association.  And “relevant offence” means:  “relevant offence” means an offence, other than a relevant criminal offence, under the laws of Canada or a province, and an offence that would be such an offence if it took place in Canada, that:  1. relates to financial dishonesty, including an offence under charitable fundraising legislation, consumer protection legislation and securities legislation, or  2. in respect of a non-share capital corporation, is relevant to the operation of the charity or association.

Last Amended: April 14, 2021    1. Elections shall be carried out by the CRO with the assistance of the President and the Board, in accordance with:  1.1. Timeline: Exact dates for the open and close of the nomination period, and proxy votes collection period shall be selected by the CRO and approved by the Board. The timeline below, relative to the Annual General Meeting (AGM), is suggested:  1.2. Call for Nomination: Eight (8) weeks before the AGM – Four (4) weeks before the AGM</pP  1.3. Second Call for Nomination: Four (4) weeks before the AGM – Three (3) weeks before the AGM  1.4. Campaign Period: Three (3) weeks before the AGM – Two (2) weeks before the AGM  1.5. Voting: Two (2) weeks before the AGM – The closure of voting at the AGM.    2. The CRO will announce the term period for which the elections are held, the names of the candidates and other necessary information at the start of the election.    3. Information sessions on the role of a director, and the election process, will be organized at the discretion of the CRO. Each candidate will be offered an equal opportunity to participate in each session. The logistics and details of these sessions will be determined by the CRO in consultation with the candidates.    4. Campaigning by the candidates is limited to a statement and photo on the GSA web page, speech at the Annual General Meeting, and forms of media which are available free of charge. The use of University of Waterloo email lists and/or paid promotional material in any forms of media (including paid posters), either on-or off-campus, are not permitted, and may be cause for disqualification.    5. Director Nominations:  5.1. The CRO assisted by the President will solicit nominations from the membership prior to the AGM.  5.2. The normal term of a Director lasts two years. However, vacancies may exist so that a byelection for one-year remainders of the staggered terms is needed. The CRO will determine, in consultation with the Chair of the Board, and include in the election call the number of open director positions of the following types: (full) terms that will begin at the date of the AGM with a duration of two (2) years, and (vacant) terms that begin at the date of the AGM with a duration of one (1) years.  5.3. A candidate must specify if they are running for a full two-year term, or a vacant term, or both.  5.4. If vacancies remain for directorships after the close of nominations, the CRO may recommend a second call for nominations from the floor. The Chair of the AGM may then take nominations from the floor at the AGM. No nominations shall be taken from the floor at the AGM except in the case of insufficient nominations.  5.5. Voting: The CRO is to determine, in consultation with the Board and Management, the method of voting and organize the count of votes to determine the outcome of an election. The CRO will solicit at least one Observer from the members attending the meeting to observe the counting of ballots. Votes will be collected and counted in such a manner that voter identifying information is minimized and held in confidence.    6. Election:  6.1. The available full two-year terms will be filled first at the AGM. The candidates who are not elected for the full two-year term and who have agreed during nomination will participate in the subsequent election to fill vacant positions for the one-year reminder of the term. Candidates elected to vacant positions may assume the office at the conclusion of the AGM.  6.2. If the number of nominations received for directorships is less than or equal to the number of positions available, those nominees will not be acclaimed.  A ballot will be used with each candidate’s name, and the candidate will be elected if more votes affirm the candidate’s appointment than disaffirm it.  6.3. If the number of nominations received for directorships is more than the number of positions available, the election will be held by a ballot. Members will be able to cast up to the number of votes equal to the number of available positions. One member may not cast more than one vote for the same candidate. The candidates receiving the highest number of votes shall assume the available positions.  6.4. The CRO with the assistance of the President will solicit proxies for voting in elections. The proxies will be normally assigned to the Corporate Secretary.  The proxies will be kept in confidence to preserve the secrecy of the ballots.  6.5. A candidate may withdraw from an election at any time by giving written notice to the CRO. The withdrawing candidate’s name shall be removed from the ballot if possible and the election should proceed. If it is not possible to remove the candidate’s name from the ballot, any votes cast for that candidate shall be considered spoiled. In the case a CRO has not been appointed, or is otherwise unavailable, notice can be given to the GSA president.

Last Amended: May 10, 2021    Vacancy policy  A quorum of directors may appoint a member of the GSA to fill a vacant director position until the next AGM. If the Board chooses to fill the vacancy, a call for nominations will be announced to Members of the GSA, in which prospective candidates will indicate their skills, knowledge, experience, and viewpoints that they can bring to the Board. A call for nominations will last at least two weeks and may run indefinitely. Prospective candidates may be invited to an interview by a committee designated by the Board, in which case the committee will report on the candidates’ qualifications.  The candidate(s) will then be invited to speak about their application at a meeting of the Board. The Board shall vote on appointing the candidates as Directors.  When the number of candidates does not exceed the number of vacant seats, each candidate will be appointed by a majority vote.  If a Director is removed at a General Meeting, members may choose to elect an individual to the position of Director for the remainder of the term of the former Director.   Resignations Policy  Any Director who wishes to voluntarily resign from their position must deliver a signed letter of resignation to the Board Chair. The resignation shall take effect immediately, or at a later date if specified within the letter. Upon receiving the letter of resignation, the Board Chair shall immediately circulate it to other members of the Board.  Upon the letter of resignation taking effect, the former Director will have two weeks to delete or hand overall confidential information to the Board Chair. In the event of a resignation, the Governance Oversight Committee shall review the situation and report if the Board should take action to avoid a similar situation from recurring.