1. The following definitions shall apply in this document:
- “SSD” or “the Society” refers to the Society for Students with a Disability;
- “UVSS” refers to the University of Victoria Students’ Society;
- “Council” or “the Council” refers to the Council of the SSD;
- “Members” refers to the members of the SSD; and
- “Council Members” refers to members of the Council.
2. Nothing in this policy should be understood to contradict the Constitution and Bylaws of the SSD.
3. Nothing in this policy should be understood to contradict the Constitution and Bylaws or policies of the UVSS.
4. Whereas the SSD is a constituency organization governed by and for Members, and whereas the Council consists of the elected representatives of Members, the Council should be considered the ultimate authority in the SSD, and will exercise all powers in the Society, except:
- where the directions of the Council contradict the Constitution and Bylaws or existing policies of the SSD;
- where the directions of the Council contradict the Constitution and Bylaws or existing policies of the UVSS;
- where the directions of the Council are in conflict with municipal, provincial, or federal regulations and legislation; or
- where the Council delegates its powers.
5. The Council is responsible for overseeing and managing the affairs and activities of the Society. Therefore, the Council will be responsible for determining the overall vision, mission, and priorities of the Society. The Council will also develop policies, provide direction to employees, and approve all major expenditures of the Society.
Fiduciary and Legal Responsibilities of Council Members
6. As the elected representatives of Members, Council Members have a fiduciary responsibility to Members. Council Members have a legal duty to act primarily for the benefit of Members; owe Members good faith, trust, confidence, and candor; and must exercise care in managing the property of the Society.
7. Whereas the SSD is an autonomous division of the UVSS, whereas the UVSS is an incorporated society, and whereas the Council is an executive committee, Council Members have a legal responsibility to act honestly and
in good faith and to exercise the care, diligence, and skill of a reasonably prudent person. Council Members may be liable in the event of negligence, default, breach of duty, or breach of trust.
8. Lack of knowledge or participation does not absolve Council Members of fiduciary or legal responsibility.
General Responsibilities of Council Members
9. Council Members are expected to be familiar with and fulfill their general duties and the specific duties of their office as set forth in Articles 4 and 5 of the SSD Constitution and Bylaws.
Conflict of Interest
10. Because of the conflict of interest inherent in being on the staff of an organization of which one is a director, no Council Member will hold any staff or work-study position in the Society during that Council Member’s term
11. Where any Council Member is interested in a proposed transaction or contract, the Council Member must immediately fully disclose the nature of that interest and must abstain from voting on any motion related to the proposed transaction or contract. After disclosing the interest, the Council Member may participate in any discussion relating to the proposed transaction or contract.
12. Should Council or any committee of the Council operate in camera, Council Members have a legal responsibility to maintain complete confidentiality with regards to any and all discussion. For greater clarity, comments made during in camera discussions cannot be shared with employees of the Society, nor can they be shared with Members who are not Council Members.
13. Should Council Members come to possess any personal information belonging to SSD members and clients, including names, they are responsible for maintaining the confidentiality of this information.
14. The President (Chairperson), the Treasurer, and the UVSS Constituency Representative will provide verbal or written reports of their activities to the Council at Council meetings, with the exception of email and emergency meetings.
15. Other Council Members may provide verbal or written reports of their activities to the Council when appropriate.
16. All Council Members will provide verbal or written reports of their activities to Members at General Meetings, in accordance with Article 4(e) of the Constitution and Bylaws.