Board of Governors Handbook

TABLE OF CONTENTS

1. 2024/25 Board Dates

2. Board Contact Info

3. Board Bios

4. Head of School Job Responsibilities

5. Committees and their Membership

6. CAIS Code of Conduct for Governors

7. Copy of Confidentiality Agreement

8. Copy of Conflict of Interest Agreement

9. KCS Policies & Procedures (review cycle; date of last review; responsibility for oversight)

10. Copy of Bursary policy

11. Risk Management

12. Crisis Response Plan

13. Doc on Responding to Parent Operational Concerns

14. 18 Governance Requirements

15. Copy of the Strategic Plan

16. Committee Mandates

17. Rolling Agenda

18. Audited Financial Statement / By-Laws

19. Recent Budget

20. Questions every Board member should be able to answer

2024/2025 Board Dates

Below are the Board meeting dates for the upcoming school year. These meetings may need to be supplemented by Board calls or additional meetings if necessary.

All meetings begin @ 6:30 p.m.

Wednesday, September 25 (Executive Director of CAIS to speak to Board about accreditation)

Wednesday, October 23

Wednesday, November 27 AGM (6:30pm) + Board Meeting (7pm)

Wednesday, January 22

Wednesday, February 19

Wednesday, April 23

Friday, April 25, Noon-5 p.m., Strategic Planning OUsite (Noon-5)

Wednesday, June 4, 6:30 p.m.

September 2024

KINGSWAY COLLEGE SCHOOL BOARD OF GOVERNORS 2024-2025

Nicky Banks

(Dan Banks)

Piyush Bhatnagar

Greg Dunn

(Heidi Dunn)

Claudia Durkin

(Dan Banks)

Navsheer Gill

(Kanwaljit Toor)

Erum Hasan

(Safwan Javed)

Samaneh Hosseini (Corporate Secretary)

(Fraser Robertson)

Tiffany Jay (Chair)

(Vaughn MacLellan)

Derek Logan (Head of School) (Heather)

25 Abbott Ave. Toronto, ON M6P 1H3

Cell: (416) 305-4415

2 Brule Terr. Toronto, ON M6S 1M3

Cell: (416) 305-2212

250 Ellis Ave. Toronto, ON M6S 2X2

Tel: (416) 767-2812

Cell: (416) 268-6130

22 Old Oak Rd. Toronto, ON M9A 2V8

Cell: (416) 567-3248

10 Princess Margaret Blvd. Etobicoke, ON M9A 1Z4

Cell: (416) 729-0366

78 Kennedy Avenue, Toronto, ON M6S 2X9

Tel: (416) 516-3457

Cell: (647) 868-8232

9 Sunnylea Ave. W. Etobicoke, ON M8Y 2J6

Cell: (416) 725-7852

90 Royalavon Cres. Etobicoke, ON M9A 2G1

Tel: (416) 236-9668

Cell: (416) 770-6757

2220 North Ridge Trail Oakville, Ontario L6H 6W2

Tel: 905-337-4771

Email: nicky.banks@rogers.com

Brad McCamus

(Marianna Kapala)

40 High Park Blvd. Toronto, Ontario M6R 1M8

Tel: 416-274-3274 Cell: 416-662-8791

Email: Bhatush@gmail.com

Email: gdunn@adamson-associates.com

Email: cj_lokody@hotmail.com

Email: NavsheerGill@hrh.ca

Email: hasan_erum@yahoo.com

Email: shosseini@stikeman.com

Email: tgjay@hotmail.com

Head of School

Kingsway College School 4600 Dundas Street West Etobicoke, ON M9A 1A5

Tel: 416-234-5073 ext. 216

Direct Line: 416 234-9134

Cell: 647-669-4771

Fax: 416-234-8386

Email: dlogan@kcs.on.ca

Email: bmccamus@gmail.com

Monika Piotrowicz

(Julian)

Sarah Renaud

(Robert Renaud)

Susan Richardson

Mark Rogers (Corporate Treasurer)

(Sara McClelland)

Anilisa Sainani

(Sanjay Sainani)

105 Wimbleton Rd.

Toronto, Ontario M9A 3S4

29 Herne Hill Toronto, Ontario M9A 2W9

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

20 Glenroy Ave. Toronto, ON M8Y 2M1

Tel: (416) 402-8943 Cell: (416) 402-8943

1103 Royal York Rd. Toronto, ON M8X 2G8

Cell: (416) 802-2491

Email: monika.piotrowicz@gmail.com

Email: sarah.renaud@rogers.com

Email: susan@leadershipthatmatters.com

Email: rogersmark@rogers.com

Email: anilisa.sainani@gmail.com

* 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 Commi5ee, (2023)

Nicky Banks is a strategic leader with 20+ years of experience in various consumer marke=ng roles within the Canadian market. She has spent most of her marke=ng 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 Marke=ng, Gaming at MicrosoI where she “fills her bucket” by fostering a culture of empowerment and trust while delivering innova=ve, inclusive, and inspiring marke=ng programs for Xbox in the US and Canada. Nicky and her husband, Dan, are thrilled to have their daughter, Sophie, in Grade 8 at KCS. Nicky has served on the Parent Network and is currently on the KCS Advancement CommiQee.

PIYUSH BHATNAGAR, Advancement Commi5ee, (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 transforma=ons 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 ac=ve in the community driving Diversity, Inclusion and Equity ini=a=ves 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 entering Grade 2 and a 3 year old who will hopefully aQend next year.

GREG DUNN, Sr. Campus Exec. Commi5ee Chair (2014)

Greg Dunn is a Partner with Adamson Associates, Canada’s largest architectural firm. He specializes in interna=onal large-scale project working primarily in London on such signature projects as the Shard and Canary Wharf. He has lectured on tall building design interna=onally. He is a registered architect in five states and two provinces.

He received two degrees from McGill University, including his professional architectural degree where he graduated with honours and was awarded with the Royal Architectural Ins=tute of Canada Medal for Achievement.

Greg was raised in Brooklin, Ontario but has lived in the High Park area for almost 20 years excep=ng a four-year pos=ng abroad. Greg and his wife Heidi have three girls: Julia graduated from KCS, Hannah (grade 8) and Rachel (grade 7) currently at KCS.

CLAUDIA DURKIN, Finance Commi5ee, (2023)

Claudia brings a wealth of knowledge and exper=se to the intersec=on of finance, economics, and data science. Claudia currently serves as a public fund manager at a Canadian pension fund, overseeing fixedincome 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 Informa=on and Data Science at UC Berkeley. She ac=vely 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 rela=onship between women's rights and investment opportuni=es. Addi=onally, 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 enthusias=c volunteer and has contributed her exper=se as a member of the KCS Finance CommiQee.

NAVSHEER GILL, Strategic Planning Commi5ee, (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 educa=on and has recently led the work on crea=ng 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 Innova=on CommiQees. She has published work on health inequi=es and medical educa=on.

Navsheer and her family have been a part of the KCS community since her son, Milan, joined PreKindergarten in 2018. Milan started Grade 1 this year.

ERUM HASAN, Governance Commi5ee, (2020)

Erum began her sustainable development consul=ng prac=ce in 2010, through which she has designed and evaluated projects, programmes and policies for various United Na=ons agencies including UN Development Programme, UN Environment, UN Office for Project Services, UN Food and Agriculture Organiza=on, Interna=onal Fund for Agricultural Development, World Meteorological Organiza=on, and UNESCO. Her area of exper=se is in designing and evalua=ng ini=a=ves that strengthen community livelihoods, improve resilience to climate change and protect natural resources. She is an expert in results-based management, risk mi=ga=on and managing stakeholder rela=ons. She facilitates collabora=ons and partnerships among differing levels of government, local farmers, fisherfolk, women, youth, indigenous popula=ons, as well as community-based organiza=ons (CBOs) and non-governmental organiza=ons (NGOs).

Erum has contributed to the design or evalua=on of projects serving Angola, Brazil, Comoros, Djibou=, Egypt, Hai=, The Gambia, Lesotho, Kazakhstan, Kenya, Madagascar, Pakistan, Philippines, St. KiQs and Nevis, Sao Tome and Principe, Suriname, Tanzania, Trinidad and Tobago. She has also worked on regional ini=a=ves including: Burkina Faso, Cameroon, Chad, Cote d’Ivoire, Mali, Ethiopia, Niger, Senegal, and Uganda.

Erum was born in OQawa, but raised in France where she aQended an interna=onal school (Interna=onal Baccalaureate). She returned to Canada to aQend Queen’s University where she obtained a BA honours. She did her Masters in Public Policy and Public Administra=on and has worked for the Treasury Board of Canada, and Environment Canada’s Interna=onal Affairs Branch.

In her personal =me, Erum has been asked to speak on gender and peacebuilding ini=a=ves. She was the founding board member of Our Place Ini=a=ve, devoted to improving civic par=cipa=on on local issues. She enjoys facilita=ng dialogue and conversa=ons on social issues.

Erum Hasan has two children at KCS. Her daughter Aiza is in grade 4, and son Xavyan is currently in grade 5.

SAMANEH (SAM) HOSSEINI, Governance Commi5ee Chair, (2021), Corporate Secretary (2022) Sam

Hosseini is a partner in the Li=ga=on & Dispute Resolu=on Group of S=keman EllioQ LLP. Her prac=ce focuses on commercial li=ga=on with an emphasis on complex contract disputes, class ac=ons, securi=es li=ga=on and product liability. Sam has significant experience advising companies and their directors and officers in maQers involving allega=ons of corporate misconduct including internal and regulatory inves=ga=ons. Sam’s daughter joined KCS as an SK student and is now in grade 4. Sam has been a member of the KCS Governance CommiQee for the last two years.

TIFFANY JAY, Governance Commi5ee, (2019) - Chair (2022)

With degrees in the fields of music, public rela=ons and health administra=on, Tiffany’s career followed a unique path to management posi=ons in a large health care organiza=on and within the provincial government sector. These experiences provided opportuni=es to build extensive and valuable experience in public health policy development, disaster preparedness and response, privacy management, organiza=onal accredita=on, stakeholder rela=ons and effec=ve program implementa=on. Most recently, she has been involved with several not-for-profit, arts and educa=onal organiza=ons in Toronto including Suitcase Theatre and Girl Guides of Canada. Tiffany is an ac=ve volunteer with the KCS Parent Network and a member of the Board’s Governance CommiQee.

BRAD MCCAMUS, Strategic Planning Commi5ee (2021)

Brad is the Founder & CEO of Dark Horse Intelligence Inc., a global consul=ng firm that specializes in assis=ng clients with large soIware contract nego=a=ons. His experience includes 20+ years of sales leadership and sales strategy/effec=veness consul=ng 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 7; and Claire – grade 5). Brad currently sits on the KCS Strategy CommiQee and previously was a member of the Senior School Task Force.

MONIKA PIOTROWICZ, (2024) – Incoming Board Member

Monika is a design and technology execu=ve with over 15 years of experience working at startups and corpora=ons 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 mul=ple 100+ person organiza=ons through recruitment, performance management, and career development, all while being accountable for the design of some of Shopify’s highest revenue-genera=ng products. Monika also has extensive experience in building cross-team collabora=on, facilita=ng teams to work together across disciplines, product lines, and corners of the globe. She is currently consul=ng with developing design leaders, helping them to navigate a shiIing 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 2, while her youngest awaits entry into JK when he turns 4.

SARAH RENAUD, Advancement Commi5ee Chair, (2019)

Sarah is a dynamic management consul=ng 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 combina=on of which allows her to be extremely adaptable. A common thread in Sarah’s background is her involvement with growth organiza=ons where she has applied her strong project management, consul=ng and technology skills to support the success and eventual acquisi=on of such organiza=ons. A natural-born leader and coach, Sarah has the unique ability to forge and maintain rela=onships with and support the objec=ves 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 CommiQee.

SUSAN RICHARDSON, Governance Commi5ee & Sr. Campus Exec. Commi5ee Chair, (2003)

Susan brings a broad spectrum of talents, skills and interests to the Board. Susan has been an ac=ve board member for over ten years and currently sits on the Governance and Strategic Planning CommiQees. Susan has recently joined Par=cipa=on House Board for a three-year term as a Board member.

Susan has extensive senior execu=ve experience with over thirty years’ experience in informa=on technology, insurance, finance, telecommunica=ons and soIware industries. Her diverse areas of focus include; leadership, sales, opera=ons, professional services, business development and customer service. She is currently, President of Leadership That MaQers which is an execu=ve coaching & leadership development firm.

Susan first aQended Richard Ivy Business School at Western where she earned an Honors Business Degree. During her career at IBM she also earned an Execu=ve MBA at Harvard. Susan is an alumni parent to Emily and Andrew Burkart who both recently graduated from Western’s Teachers College and Dalhousie Business School.

MARK ROGERS, Finance Commi5ee Chair, (2017), Corporate Treasurer (2022)

Mark earned his Chartered Accountant designa=on with KPMG and has been a Vice-President at Empire Life Insurance Company since 2016, with divisional CFO accountabili=es for the individual insurance and segregated funds business. He is a seasoned financial services execu=ve, with progressively senior experience launching new businesses, leading transforma=onal change and delivering profitable growth. Prior to his current role, Mark was a Vice-President at Sco=abank with P&L accountability for the bank’s Caribbean insurance companies (2012-2015).

Mark and his wife Sara McClelland have one child, Thomas, who graduated from KCS. Mark is a member of the KCS Finance CommiQee. Other volunteer ac=vi=es include coaching and assistant coaching roles on his son’s hockey teams over the years, and President of the Board of an adult literacy charity (Skills for Employment Life & Family, 2008-2011). Mark is also a passionate and prize-winning fic=on writer, with several short stories published in Canadian literary magazines.

ANILISA SAINANI, Finance Commi5ee (2021)

FCPA, FCA - Anilisa Sainani is Royal Bank of Canada’s VP Finance, Chief Accountant, where she specializes in accoun=ng policy, financial and ESG repor=ng, and governance. Anilisa holds a Bachelor of Mathema=cs and Masters in Accoun=ng, both from the University of Waterloo. As a champion for diversity and inclusion that is ac=vely involved in the community, Anilisa serves on the St. Joseph’s Health Care Founda=on Board of Directors. Anilisa has also served on Kingsway College School’s Finance CommiQee since 2020. In recogni=on of her innova=on, leadership and community service, Anilisa was named as a 2020 recipient of Canada’s Top 40 Under 40®, and is one of the youngest Chartered Professional Accountants to receive the honourary designa=on as a Fellow of CPA Ontario.

Head of School

Major Focus: The Head acts as chief executive officer and the educational leader of the school. He is ultimately responsible for the well-being of the students and staff, as well as the academic and administrative effectiveness and direction of the school. Reporting directly to the Board of Governors, the Head strives to embody and represent the spirit and vision of Kingsway College School. He works with members of the school community and outside persons to ensure that the school successfully addresses and enhances its ability to address its mission and objectives related to the mission. Finally, the Head is responsible for executing the policies formulated by the Board.

The Head is responsible for:

1. Developing and implementing plans with the faculty, administration, staff and the Board as a team to meet the long-term strategic development of KCS. Annual goals reflect KCS’s four main strategic imperatives: Develop Lifelong Learners; Build and Live Our Brand; Ensure Corporate and Financial Sustainability; Build a Passionate Community

2. Leading and developing an effective staff team that works to ensure the ongoing, best possible, day-to-day operations in the school.

3. Mentoring and supporting the faculty and staff as individuals and a team through appropriate recruitment, remuneration, recognition, and ongoing professional development.

4. The effective implementation of the policy of the Board in the school. Also for assisting the Board to explore ongoing policy development.

5. Maintaining and continuing to develop a positive reputation for KCS in Etobicoke, the Conference of Independent Schools of Ontario (CIS) and with the Canadian Accredited Independent Schools (CAIS).

6. Sustaining and enhancing the quality of the programme of education at the school, in order to make sure that it is providing an exceptional educational experience for the whole child and meeting the constantly evolving needs of the KCS community.

7. Taking a sincere interest in each student and fostering a warm, safe and open environment that is responsive to the student’s needs and the needs of the KCS community at large. Also leading by example and involvement in the ongoing observance of the school’s 3 rules and the Habits of Mind, Body and Action

8. Fostering and nurturing the spirit of excitement held by the school community for KCS by participating in student and parent activities in an ongoing manner. Also by regularly communicating with students, staff, parents, Board members and members of the wider community to discuss topics of mutual concern and interest.

Commitees and their Membership

An updated version will be coming soon.

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.

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:

O 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'

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 the Head. The Head's goals should be aligr-red with the strategic plan of the school. The review process 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.

e 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.

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.

O 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.

OExamples of risk include concerns related to health and safety, cyber-security, financial, legal and reputational issues, and ensuring appropriate insurance coverage These concerns include specific' narrowly focused programs or projects, and broadly focused risks across the institution'

Maintain Good Relations with the Broader School Community of Alumni/ae, Parents, Faculty, Staff, Students and Friends, and Demonstrate Goodwill Toward CommunitY-Building

The Board reflects many of the school's constituents. lt must be active in promoting the school's mission, vision, values and programs across all segments and building opportunities for good relationships and greater engagement. While maintaining confidential deliberations, effective Boards will demonstrate commitment to equity, justice and integrity through composition, practice and advocacy work-leading with actions and not just words. As a Governor with a prominent' public and vital role at the school, you will be judged by this standard'

Good Boards are transparent, accountable and consultative. As a Governor, you will have a variety of formal and informal opportunities to engage with your school community. These will include school functions, committee and task force meetings, and social and sporting events. ln every instance, a Governor must act as a representative of the Board of Governors in these settings, not as an individual at large in the community. The imperative is at all times to be present, accessible, open' 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'

As the keeper of the school's reputation and values, the Board will use policy as a tool to achieve this end. An institutional policy is a statement of purpose or limitation. Boards have the duty and responsibility to shape policy while administrators have the responsibility to implement the policies and their attendant rules and procedures. All exceptions to policy must be reviewed by the Head and the Board.

At independent schools, the Board and Head need to determine, sometimes on a case-by-case basis, which policies are strategic, and therefore need the approval of the Board, and which policies are clearly operational. lt is unlikely that the latter would go to the Board.

There are some operational policies, which by their nature do not neatly fit into the operational category: it is in this grey area that Boards oiten find themselves struggling with their appropriate oversight role. The goard's role in reviewing such policies is to question their mission and strategy alignm!nt. For example, complex student discipline issues often fall into this category-a difficult case coutd end up causing legal or reputational risk to a school'

policies are only official policy when,they are written. They are never effective unless all parties to whom the policies apply are well informed, including faculty, staff, parents, students, alumni,/ae,''donors vendors, etc. At the end of this guide is an appendix listing sample Board-initiated and staff-initiated school policies that are required as part of the cAls accreditation process'

CONFIDENTIALITY AGREEMENT – BOARD

OF GOVERNORS

THIS AGREEMENT made as of the _______ day of September 2024

BETWEEN: ____________________________________________ (print name)

(Hereinafter called the “Governor”) - and -

Kingsway Etobicoke School Corporation (Hereinafter called “KCS”)

WHEREAS the Governor is a member of the Board of Governors of KCS (“the Board”);

AND WHEREAS as a director participating at the Board’s meetings, the Governor 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 Governor being a director 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 Governor 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 Governor which contain or refer to any such information, and the Governor’s review of such information; and

“Person” includes any person, firm, partnership, corporation, trust, or other legal entity.

2. The Governor 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 Governor covenants and agrees:

(a) to keep the Information confidential, to use the Information only in connection with the Governor’s duties as a director, or as otherwise provided in this Agreement, not 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 Governor’s tenure as a director 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 Governor’s duties as a director 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 Governor which is in the hands of the Governor, 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 Governor.

3. The Governor acknowledges and agrees that:

(a) all matters that are the subject of in camera sessions of the Board are confidential until disclosed in an open session of the Board and then are subject to Section 3(b);

(b) all matters that are disclosed in an open session of the Board are confidential unless the Chair of the Board has authorized disclosure or the meeting in question 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);

(c) the Governor shall not make any statement to the press or to the public in his or her capacity as a director unless such statement has been authorized by the Board.

4. In the event that the Governor is requested pursuant to legal process to disclose any of the Information, the Governor 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 Governor is obligated to disclose any Information, the Governor may do so without breaching the terms of this Agreement, provided that the Governor first discloses the obligation to the Chair of the Board and furnishes only that portion of the Information which she/he is legally required to do and the Governor will use her/his best efforts to obtain an assurance that the Information so disclosed will be treated confidentially.

6. The Governor shall have no obligation to maintain confidential any Information to the extent that the Governor can establish that such Information:

(a) is or becomes publicly known or readily ascertainable by the public, and through no wrongful act of the Governor;

(b) is received by the Governor from a third party without breaching an obligation owed to any other Person, if the Governor is not restricted by the third party from disclosing such Information.

7. The Governor understands and agrees that the Information is and shall remain the exclusive property of the school at all times.

8. The Governor acknowledges and agrees that no right or license whatsoever is granted with respect to the Information or otherwise.

9. The Governor 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 Governor and to reimburse KCS for all expenses (including legal fees) incurred in connection therewith.

10. The obligations of the Governor set out in this Agreement shall survive the Governor ceasing to be a director.

11. The Governor 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 Governor 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 Governor 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.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date first set forth above.

Per:

(Please sign electronically – Governor’s Name)

Title: Tiffany Jay, Board Chair Kingsway Etobicoke School Corporation

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.

KINGSWAY ETOBICOKE SCHOOL CORPORATION

Operating as KINGSWAY COLLEGE SCHOOL

CONFLICT OF INTEREST POLICY

BOARD OF GOVERNORS AND BOARD COMMITTEES

September 2024

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”).

Whatisaconflict?

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 Policies & Procedures

(review cycle; date of last review; responsibility for oversight)

An updated version will be coming soon.

Policies

BURSARY POLICY

1. Bursaries are intended to assist with Tuition Fee expense.

2. All parents/guardians of students who have been enrolled in the School for at least one year may normally apply for a Bursary for that child.

3. Bursaries are intended to be temporary assistance based on a demonstrated family financial need provided by an external organization at a cost to the applicant. (FACSFinancial Aid for Canadian Students). Both parents/guardians (where applicable) must complete a detailed application form with complete financial disclosure. As a guideline, temporary assistance in this context is defined to mean that annual bursary assistance for any one student would generally not extend beyond 2 years (must apply each year), except in exceptional circumstances.

4. The total of bursary distribution in any one year cannot reduce the total fund balance below $50,000.

5. The maximum amount of a Bursary is $16,400 and may only exceed this amount in exceptional circumstances as agreed upon by the Bursary Committee. The maximum bursary awarded is not to exceed 50% of tuition fees.

6. Approved bursaries are not to exceed one (1) year for any one application.

7. Funds paid out are to be appropriately distributed among qualifying students at the discretion of the Bursary Committee.

8. Complete anonymity of the applicants shall be maintained.

9. Priority is given to students in grades 6-8

10. Bursary funding generally is limited to one (1) per family.

11. No financial assistance is to be made available to families that are in arrears.

12. A tuition deposit must be received prior to approval. This amount may be less than the full deposit depending on individual circumstances. This deposit may be refundable if the application is not approved for funding.

Procedures

1. Bursary Committee

• Head of School or designate (no vote),

• Director of Finance (no vote), and

• Two (2) members of the Board of Governors, one of whom should be the current Treasurer and the other to act as Chair of the Committee.

2. Confidentiality

i) All applications and all data provided by applicants are totally confidential and are not to be disclosed to any third party or discussed outside the Bursary Committee.

ii) No application forms or copies may remain in the possession of any Committee member other than the Director of Finance.

3. Application Process

Families should apply directly to Apple Financial Services using the on-line application process for independent evaluation of their financial assistance request. Requests for financial assistance should be submitted prior to the re-registration deadline. Families should be aware that the maximum bursary award may not be available for late requests. The Bursary Committee will make its decision before the end of May.

4. Approval Process

i) The Committee will review applications with input from the Head of School (or designate) as to individual academic, athletic or extra curricular merit.

ii) The Committee may direct the Director of Finance to acquire missing or incomplete data in order to adjudicate on applications.

iii) The Committee may direct the Director of Finance to attempt to verify data, if needed, by Credit Bureau enquiries and other searches as appropriate.

iv) In deciding on applications, the Committee will give preference or weighting to the following factors:

• Contribution to the school by the student,

• Contribution to the school by the parent(s)/guardian(s),

• Academic record,

• Number of children in a family attending the school, and

• Grade, years at KCS and school division of the student (priority to students in grades 6-8).

Policy Review

This policy shall be reviewed annually to ensure that it remains consistent with the overall objectives of KCS and prudent business practices. This policy may be reviewed and updated more frequently if necessary.

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 risk s 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.

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.

Risk Appetite Range

Approach to Risk

Key Activities

Academic

A cautious approach towards taking risk

Academic Standards & Integrity

Quality in Learning & Teaching

Risk Appetite Summary

Research

A balanced approach to risk-taking

International Partnerships

Quality of Student Experience

Research non-compliance / misconduct

Alternative Delivery Models

Advanced Research

Training

Experiential Learning

An aggressive approach to taking risk

Providing access to under-represented populations

Learning & Teaching Innovation

Research collaboration and partnerships

Engaging with local and global communities

Financial Stewardship

Financial

Fraud

Critical business disruption

Operational

Health & Safety

Financial Sustainability

Financial Flexibility/ Contingency

Investment (short-term pool)

Investment (Staff Pension Plan)

Cash Flow

Entrepreneurial activities

Fit for purpose physical infrastructure

Leadership Compatibility and Effectiveness

Protection of Assets

Reputational

Compliance with Key Legislation

Government Expectations

International Engagement / Positioning

Impactful Research

Inclusive & Diverse Research

Strategic Investments

Fundraising

Diversification of revenue

Academic Inquiry

Attracting high performing research talent

Attracting Research Revenue

Talent Management & Professional Growth

Organizational changes to optimize performance

Government/Political Engagement & Advocacy

Strategic Associations & Partnerships

Brand Differentiation

Local community Engagement

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

Kingsway College School

Introduction:

Every business is vulnerable to and must be prepared to respond appropriately, especially in the age of the Internet, social media and 24-hour news cycles. While Kingsway College School (KCS) is in business to enhance students’ lives, we are not immune from unexpected events that may affect our students, parents, staff, board members, operations and our reputation.

A crisis whether it is operational, such as an issue with our school premises, or issues oriented, such as dealing with allegations from a student or parent not only puts KCS’s reputation at risk it also jeopardizes relationships the school has worked for years to develop. And, in the most severe cases, it can affect lives.

To be properly prepared to deal effectively with unexpected events, and to preserve the integrity, reputation and trust that KCS and its employees have worked hard to earn, we have developed this KCS Crisis Communications Response Plan (“Plan”).

As a potential Crisis Response Team Member, you will need to read this Plan and familiarize yourself with your responsibilities. Once all members of the team are informed of the Plan, a tabletop exercise to test the Plan and those identified as Crisis Team Members, as well as their alternates, will be held.

This Plan provides communications protocols that will be implemented when and if a crisis situation develops that affects KCS is any way. The response to any crisis should involve two simultaneous courses of action: remediation and communications. This Plan will work in concert with other previously established KCS protocols and procedures to ensure a thorough and consistent response to a crisis throughout the company. This plan is not intended as a substitute for strategic counsel and advice, but rather as a supplement. Case-by-case crisis/issues management counsel is available on a 24/7 basis from your North Strategic team.

In a crisis, our ability to communicate with key audiences, including the news media, students, staff, parents and board members, will play a critical role in defining the public’s perceptions. Special attention has been given throughout this Plan to communicating KCS’ values, being clear about our messages and responding to information demands of key stakeholders from the moment a crisis begins.

This plan also assigns roles to specific individuals during crises, establishes a method of notification and provides a framework for how crisis communications will be managed. Our goal is to work together to ensure that crises, at every level in our organization, are handled in a manner that reflects our values.

If you have any questions about this plan, please contact me. Thank you for your attention and commitment to this important endeavor.

Sincerely,

Derek Logan, Head of School

Before a Crisis

Crises: Definition and Examples

At KCS, we define a “crisis” as any event, or series of events that can:

• Harm students or employees (physical or mental)

• Cause extensive damage to school property, neighboring property, or the environment

• Significantly disrupt our business operations

• Negatively affect our reputation

This Plan has been written to enable KCS to be prepared to respond effectively to a variety of incidents, including, but not limited to, the following:

Physical Risks

• Fire

• Flood

• Wind/Hurricane

• Earthquake

• Power Failure

• Environmental

• Pandemic

• Tornado

Political / Human Risks

• Kidnap / Ransom / Extortion

• Workplace violence or threat of violence / Threat against students or teachers

• Sabotage / Vandalism

• Abuse – physical or emotional

• Issue with St. George's on-the-Hill property

§ Rental issue

§ Building damage

• Issues related to third parties using the space (i.e. Scouts / Brownies / Debate Camp, etc.)

• Rogue volunteer, employee, third-party contract etc

Enterprise Risks

• Reputation / Bad publicity news media / Social media

• Intellectual property

• Employment practices

Information Security

• Data management failures

• System intrusions

• Information protection

• Privacy breaches

Effective Response = Management + Communications

In crisis situations, perception can quickly become reality. Effective crisis management is made up not only of the actions we take, but also of quick and effective communications to key audiences, including:

• Students

• Families of students

• Employees

• Families of employees

• Public

• News media

• Board members

• St. George's on-the-Hill (landlord)

• Canadian Accredited Independent Schools Association

• Conference of Independent Schools of Ontario

• Legal team – Eric Roher, Borden, Ladner, Gervais, (BLG) LLP

• School neighbours (TBD)

This Plan focuses on communications protocols that will be implemented when and if a crisis situation develops at any level in the school

Crisis Communications Policy Statement

Effective crisis management is based on taking responsibility and control, regardless of what is known about blame or fault. When information is scarce and full details are not yet known, we rely on our core values and mission statement as the basis for communications.

Accurate information from KCS serves our best interests better than inaccurate information from a secondary source. If we do not fill that information gap, the media, students, employees and other key stakeholders will turn to alternate (and possibly inaccurate) sources. By controlling communications and being forthcoming from the moment a crisis begins, KCS may influence coverage and actually help bring a close to some of the more difficult chapters of the crisis.

Mission and Values

The KCS vision and mission is to be the defining force in developing lifelong learners by stewarding a learning environment that inspires students to reach their ultimate potential. We have three main rules that we expect all students to follow: Respect, Manners and Try Your Best. At KCS we strive to

live by these rules, and our community models and reinforces them. A positive school climate exists when all members of the KCS community feel safe, included, comfortable, and accepted.

These values and related objectives should guide the school’s crisis communications response. All materials and communications with internal and external audiences should reflect these core values. Nothing will test public confidence more than our ability to act in accordance with these values during a crisis.

Overview of Crisis Management

Crisis Response Team Members

Identified Crisis Response Team Members will handle crises at KCS. The Crisis Response Team will convene immediately after being notified of a crisis, assess the nature of the crisis and lead the crisis communications response. A Crisis Response Team Leader will be appointed from within the assembled team based upon the nature of the crisis.

The Crisis Response Team’s overall responsibilities include:

• Ensuring that all aspects of crisis response are carried out in accordance with company policies

• Ensuring that facts are gathered as quickly as possible and information is carefully verified so that appropriate decisions can be made

• Making decisions responsibly and as quickly as necessary

• Establishing and maintaining the free and swift flow of accurate information internally and externally

• Working together to determine strategy and actions

• Maintaining and reaffirming KCS’s values

• Allocating all appropriate resources to ensure effective response to the situation at hand

• Documenting all response activities

Crisis Notification and Process

1. Early Sign of Potential Crisis Arises or Crisis Occurs

2. Person who learns of the potential or actual crisis to contact Derek Logan : Upon learning of the crisis, immediately contact Derek Logan (647-669-4771 / 905-337-4771) It is of critical importance that the person reporting a crisis speaks live to a person on the phone rather than just sending an e - mail or leaving a message.

3. Derek Logan to contact North Strategic : Upon being notified of the crisis, Derek to contact Jennifer Britton (289-380-2327) at North Strategic for the Crisis Response Team. It is of critical importance that the person reporting a crisis speaks live to a person on the phone rather than just sending an e - mail or leaving a message.

4. Assemble Crisis Response Team : Items for immediate attention in the first meeting or call among the full Crisis Response Team include the following:

i. Gathering and confirming facts to further assess the incident, emergency, or crisis. (Is this a local issue? National issue? International issue? Is it a crisis or an issue that can be managed by a smaller subset of the Crisis Response Team?)

ii. Determining whether or not to activate the Crisis Response Plan

iii. Documentation of all crisis response efforts undertaken by KCS

iv. Deciding whether to communicate proactively or responsively (timing of first statement to media, parents, staff, etc )

v. If communicating proactively, also send information internally to all employees

vi. Determine who will own KCS social channels – i.e. determine if it will be an internal contact or someone from North Strategic. If someone from North is to manage, KCS must provide all social channel passwords immediately.

Crisis Response Team / Roles

and Responsibilities

Crisis Response Team Members will include:

1. Crisis Team Leader - Derek Logan, Head of School

2. Crisis Team Coordinator

• Andrea Fanjoy, Assistant Head, Academics

• Tamara Drummond, Director of Student Life

• Lise Lacroix, Director of Admissions and Operations

3. Communications Lead – Julia Catton, Director of Communications

4. Legal Representation – Eric Roher, Borden, Ladner, Gervais, (BLG) LLP

5. Human Resources

• Andrea Fanjoy, Assistant Head, Academics

• Tamara Drummond, Director of Student Life

• Lise Lacroix, Director of Admissions and Operations

• Felix Global

6. Administrative Coordinator/Crisis Support/Note Taker

• Andrea Fanjoy, Assistant Head, Academics

• Tamara Drummond, Director of Student Life

• Lise Lacroix, Director of Admissions and Operations

7. North Strategic Contact

• Mia Pearson, Co-Founder

• Sarah Stewart-Browne, Senior VP

• Jennifer Britton, Senior Account Manager

Note : Extended participation will depend on the nature of the crisis:

1. Board – Alan Bowman, Chair

2. Security – TBD

3. IT – Adam Stoyles

Individual Roles and Responsibilities

Crisis Response Team Leader – Derek Logan

• Make final decisions and provide overall leadership for all matters for which the Crisis Response Team is responsible

• Ensure that all appropriate internal and external resources are mobilized and dedicated to crisis communications

• Contact emergency responders as needed

• Lead Team meetings, or delegate this responsibility

• Ensure all roles are filled

• Oversee planning

• Create sub-teams to focus on individual aspects of the crisis, as appropriate

• Ensure that facts about the situation are being gathered in a timely manner so that the Team can make the most informed decisions

• Provide leadership to the Team so that crisis response is carried out in a manner that is in accordance with KCS’ values, mission and policies

• Ensure that the Crisis Response Plan is kept current and that responders are properly trained

• “Own” Crisis Response Plan, ensuring that it is current, and team members have it available at all times

• Distribute Crisis Response Plan to Team Members, including any updates or information about training

• Notify other team members of an incident and gather the Crisis Response Team

• Keep Team informed as to necessary meetings and meeting schedules

• Brief members of the Team individually when formal meetings are not required or possible

• Serve as the focal point for all communications with the Team

• Serve as primary liaison between the Crisis Response Team and other functional area teams

• Work with the Team Leader to coordinate, draft and implement a strategy and communications plan for the first day after the onset of a crisis

• Oversee internal communications

• Ensure proper level of administrative and external support for Team

Communications Lead – Media and Social Media - Julia Catton

• Advise the Team on timing, frequency and content of announcements, statements, or responses to be made about the crisis

• Develop and obtain Team approval for communications plan in response to crisis situation

• Prepare social media communication, press materials and messages for approval by Team

• Monitor and report back on media responses and social traffic that reflect what actions KCS has taken and/or may affect future decisions of the Team

• Based on the situation, notify local government officials and community leaders to inform them of an incident

• Assist Human Resources in attending to those impacted by the crisis

• Liaise with public relations agency lead

Legal - Eric Roher, Borden, Ladner, Gervais, (BLG) LLP

• Continually review all developments, decisions and actions and provide counsel on communications issues to minimize possible company liabilities

• Monitor and provide advice to ensure compliance with all relevant laws, regulations, and company policies

Crisis Response Team Coordinator - Andrea Fanjoy / Tamara Drummond / Lise Lacroix

• Monitor the possibility of lawsuits and other legal actions which might be brought against the company by any of the affected or interested parties or agencies, and prepare and advise about appropriate strategies to protect the company’s interests in such actions

• Review and provide guidance on all statements provided to the news media by KCS

• Ensure consistency of legal decisions, positions, and actions of the Crisis Communications Team

Human Resources - Andrea Fanjoy / Tamara Drummond / Lise Lacroix / Felix Global

• Advise the Team on all human resources implications of the crisis

• Direct assistance to KCS students, parents, employees and their families who may be affected by the crisis

• Ensure consistency of human resources decisions, positions and actions of the Crisis Communications Team

• Work with Communications to maintain communication with employees throughout the crisis. Schedule regular updates

• Monitor and correct internal rumors

• Remind all employees of KCS’ disclosure and news media relations policies

• KCS contact to reach out to Felix Global if necessary

North Strategic Contact – Mia Pearson / Sarah Stewart-Browne / Jennifer Britton

• Serve as or designate recorder to document the crisis response

• Provide support to the Crisis Communications Team

• Coordinate support staff at the direction of the Crisis Communications Team

• With Corporate and Business Communications officials, coordinate set-up of a news briefing room, if necessary

• Copy, distribute appropriate documents

• Assist Corporate and Business Communications with monitoring of television, print, radio and Internet coverage

Crisis Response

Determining the Crisis Response Level

The following guidelines are designed to help KCS decide how to manage communications and respond to a crisis. In most situations, err on the side of caution by notifying Crisis Response Team about a real or potential crisis. The Crisis Response Team will make a final determination on how the crisis should be handled. It is important to understand that a seemingly insignificant issue could turn into a crisis, so the company must be prepared to respond to a range of issues.

Escalation Process

The below chart provides an overview on the recommended escalation process to address crisis situations for KCS.

The escalation process for all potential issues will be indicated based on a system of four codes. Codes should be used to alert all of the parties involved in resolving the issue , as to both its occurrence and next steps.

Code 1 Lowest level of issues management. Derek Logan sends heads up via email to internal team advising of the issue, providing steps to resolution and timing.

Code 2 Denotes serious situation that can be handled quickly. Derek Logan to advise all stakeholders of the issue via email. Key lead sends note to team leads providing information about issue, resolution and timing.

Code 3 The issue is serious and media attention is likely. The issue has a high likelihood of impacting the brand reputation of KCS with the potential to escalate further. A conference call with senior leadership team should occur to discuss the situation and path to resolution.

Code 4 Crisis mode should be activated. The issue will impact the brand reputation and has potential to escalate. Deals with massive security breach or health and safety issue. Senior leadership team and PR must be immediately connected in order to determine next steps and a media statement (if required).

Code 4: Severe

• School shooting or shooting in close proximity

• Bomb (or bomb threat)

• Fatalities – during school hours, on school premises or during field trip

• Fire, explosion

• Kidnapping/disappearance of student or staff member

• High-profile lawsuits against KCS or its employees

• Criminal cases involving KCS staff

• Government investigations

• Allegation of abuse (sexual, emotional, physical)

• Gang violence

• Unsupervised student leaves campus / goes missing

• Allegations of hazing or other organized, non-sanctioned, dangerous group behavior

Code 3: Serious

• Extended power outage

• Data breach

• Public protests

• Child custody disputes / issues at school

• Cyberbullying

• Allegations of criminal activity by a staff member

• Allegations of wrongful dismissal raised by staff member

• Serious accident, not involving death, which can be resolved on-premises without involvement of external emergency services

• Flood / Earthquake / Tornado/

• Student suicide

Code 2: Emerging

• Workplace incidents (ex - Teacher slips in the hallway, contract worker falls off ladder, construction debris hits teacher, etc.)

• Online rumor that has the potential to negatively impact KCS’ reputation

• Story in major national news media with negative implications

• Human Resources issue

• Major issues and crises that affect other schools in the district

• Vandalism

• Threat within close proximity and lock down procedures in place

Code 1: Minor Issue

• Local community issues (involving Board of Governors)

• Construction delays on expansion plans

• Active weather that causes prolonged school closure (i.e. Ice Storm)

• Prolonged closed facility within school buildings

• Ongoing parental complaints about staff member

Questions to Consider Internally

This section includes questions KCS should consider internally as part of the first phase of the crisis response. Answers to these questions should be constantly updated.

1. What has occurred and who has been or has the potential to be affected?

2. How did it happen, if known?

3. When did it happen?

4. Were there any injuries?

5. What is the extent of the damage?

6. Is there any current danger to KCS students, employees or the community?

7. What recovery efforts are underway?

8. What is KCS’ position on this matter and response to the situation?

9. Who needs to be informed? (Internal)

10. Who needs to be informed? (External)

11. Should these audiences be informed proactively or responsively? Will responding proactively alleviate or exacerbate the situation?

12. What internal resources/expertise can be called upon for assistance?

o I.e. legal team, HR

13. What external resources/expertise or allies can be called upon for assistance?

o Children’s Aid

o Emergency Responders

o St. George's on-the-Hill (landlord)

14. What can be done to anticipate how this crisis or issue may evolve and to preemptively contain further escalation of the matter?

15. Should KCS act publicly or behind the scenes?

16. Does the severity and magnitude of the situation warrant external assistance?

o News media relations/crisis management

o Legal counsel

o Government relations/lobbying

Issuing Message Points

To be developed for each individual issue/situation that arises. North Strategic to support.

Communicating KCS Messages

To bridge to KCS messages during individual interviews, news briefings, press releases etc. , use words and phrases such as:

• “Our primary concern…”

• “The most important thing right now…”

• “Let me reassure you…”

• “In the meantime…”

• “I can’t speculate…”

• “What we do know, however…”

Communications objectives:

1. Focus on the basic facts

2. State KCS’ primary concern (protecting the students and their families, community safety, employee safety) early in the process

3. Focus on KCS’ values

4. Describe actions KCS is taking to manage the situation and prevent any further harm

Pre-Approved Crisis Key Messages

The following are key messages that can be relied upon depending on the crisis situation:

Pre-Approved Key Messages

If there are known injuries, severe property damage or illness, etc .: “We would like to express our sincere regret to those affected by this incident. Our primary concern remains the safety and security of our students, their families and our staff ”

“KCS regrets that this incident took place and we are doing everything we can to address the situation. Our over-riding concerns are for our students, their families and our staff.”

“We are aware of the situation and have initiated our emergency response process.”

(Contacted police fire, etc.? If so add here)

“We are doing everything we can to aid those who have been affected.” (Add specifics)

“We will continue to provide regular updates as often as we can.” Do not speculate under any circumstances about the cause of the problem, etc. Concentrate on the key messages above and KCS’ values.

Crisis Response Checklist

Within the First 30 Minutes

ü Follow internal notification process

ü First Crisis Response Team meeting or call to quickly gather and assess known facts.

ü Address the immediate crisis:

o Ensure that calls have been made to all appropriate emergency responders

o Coordinate and cooperate with emergency responders

ü Administrative assistance:

o Begin recording descriptions and times of key actions

First 60 Minutes

ü Conduct second Team update

ü Determine crisis level and response

ü Activate Crisis Communications Center (CCC), if necessary

ü Ensure clear understanding of internal roles and responsibilities

ü Discuss potential security, legal and liability issues

ü Each Team Member should assume their role within the Crisis Response Team

ü Assess the need to bring in subject matter experts or additional outside resources

ü If the situation dictates, be sure that at least one Crisis Response Team representative is at the incident site and that a member of the Crisis Response Team is providing information and updates to key stakeholders as needed

ü Organize a communications response, based on what is known. Discuss whether to wait for more information or communicate proactively. If information is limited, think KCS’ core values and rely on pre-approved crisis key messages

Draft appropriate talking points: After discussing proactive versus responsive communication, decide on best communication method

• Holding statement

• News release

• Individual reporter briefings

• Phone call to key stakeholders

• Web site posting

• Social media posts

Send internal communication to employees

1. Begin news media and Internet monitoring

2. Discuss level of crisis response

3. What are the implications for students, parents and employees?

4. What are the financial implications for KCS?

First 120 Minutes

ü Ongoing updates

ü Discuss how issue may play out and develop Communications Response Plan for Day One

ü Assess the need for additional resources. If the response becomes 24/7, sufficient personnel must be available to staff all shifts

ü Update key stakeholders not already reached

ü Continue communicating with students, their families and employees

ü Identify spokespeople and potential third party subject experts for news media

ü Prepare designated spokesperson to communicate with external audiences

ü Assess need to hold news briefing or other proactive communications

ü Evaluate news coverage and correct inaccurate information

ü Create excel tracker for media and event logs

Rapidly develop standby statement or other press materials as needed:

• News release or news media advisory

• Internal list of questions and answers

• Letter to key stakeholders

• Updated Website posting

• Updated social media posting

By End of Day One

ü Monitor the continuing crisis situation to determine next steps

ü Discuss need to alter communications strategy

ü Conduct news briefing as events warrant

ü Provide periodic updates and individual interviews to the news media

ü Evaluate the need for and prepare any of the following communications documents:

o News release or news media advisory

o Internal list of questions and answers

o Letter to key stakeholders

o Updated Web site and social posting

ü Evaluate news coverage and correct inaccurate information

ü Assess need to address rumors circulating internally or on the Internet

ü Continue to update employees

ü Ensure all facts are documented and well-organized

ü Ensure action steps by Team are documented

ü Assess need for additional resources

ü Assess need for further support from technical experts or third party experts

If appropriate, shift from reactive to proactive communications (emphasize concern and efforts to resolve the crisis and prevent future incidents)

By End of Day Two

ü Evaluate the continuing crisis situation to determine next steps

ü Discuss current climate and either maintain or alter communications strategy, as necessary

ü Conduct news briefing as events warrant

ü Provide periodic updates and individual interviews to the news media

ü Evaluate the need for and prepare any of the following communications documents:

o News release or news media advisory

o Internal list of questions and answers

o Letter to key stakeholders

o Updated website and social media posting

ü Control KCS’ messages and limit spokespeople

ü Prepare designated spokesperson to communicate with external audiences

ü Continue to update employees, students and families

ü Evaluate overnight news coverage and news coverage to date; correct errors in the coverage

ü Monitor news coverage and the Internet to assess news media and public reaction to the crisis

ü Ensure all facts are documented and well-organized

ü Ensure action steps by Team are documented and well-organized

ü Revise and update key messages and talking points

ü Prioritize responses to external audiences

ü Assess need for additional resources

ü Communicate with internal audiences

ü If appropriate, continue shift from reactive to proactive communications (emphasize concern and efforts to resolve the crisis and prevent future incidents)

News Media Relations

KCS’ News Media Policy

External communications is of the utmost importance, in general, and especially so during a crisis. It is critical to provide efficient, effective, timely and high quality communications to the students, their families, news media, employees and the public at large.

Guiding Principles

All internal and external communication at KCS should be guided by the following principles:

1. One Voice. Any statement issued by a KCS employee, regardless of job title, could potentially be construed as an official statement of the company’s position.

2. It is imperative to bring all messages into line with the company position and to direct contact from particular target groups to the relevant KCS communications function

3. Information given must be based on facts and must not include unrealistic promises that could raise false expectations.

4. No Speculation. KCS does not comment on rumours, nor should communicators speculate on the outcomes of pending issues before the authorities or involved third parties have made decisions. Communications should not comment on personal matters that promote gossip or rumours.

5. Open and Proactive. KCS strives to be transparent and perceived as such, and must therefore provide relevant information openly and proactively.

Sample General Key Messages

1. At Kingsway College School, our number one priority is the safety and security of our students. We remain committed to creating a positive school climate where all members of the KCS community feel safe, included, comfortable, and accepted.

2. Respect, Manners and Try Your Best; at KCS we strive to live by these rules, and our community models and reinforces them. A positive school climate exists when all members of the KCS community feel safe, included, comfortable and accepted.

3. Kingsway College aspires to be the defining force in developing lifelong learners. Our curriculum is designed to prepare, inspire and challenge each of our students every day. We know they are unique individuals, so we’ve built a curriculum that reflects their unique needs.

4. Kingsway College School welcomes and celebrates all faiths and cultural backgrounds. We provide our students with rich and diverse experiences that open up their horizons in new and exciting ways.

5. Kingsway College School is committed to professional excellence, attracting and retaining dedicated, skilled professionals through the provision of an environment that nurtures the growth and development of students, while also creating an innovative, 21st century learning environment.

Potential News Media Questions

This section includes an extensive list of questions that KCS can expect members of the news media to ask. Answers to these questions should be constantly updated.

General

1. What happened?

2. When and where did the event take place?

3. Is the event under control/over?

4. If the event will require ongoing remediation, what are the plans and the time frame expected for resolution/correction of the problem?

5. Who are the primary audiences impacted?

6. Was the company required to notify law enforcement, regulators or other government agencies? Did it do so and when?

7. What are you doing to address the problem/issue? (Determine the cause, correct the situation, help to ensure it does not happen again)

8. What danger/risk does the situation pose to students, staff, the community?

9. What caused the event? Don’t speculate.

10. Has KCS received any complaints?

11. If so, how is KCS addressing complaints?

Casualties

1. How many were killed or injured (to be provided to the news media only after notification of next-of-kin)?

2. What is the nature of any injuries received?

3. Where were the injured taken?

4. Are there any hostages or missing students?

5. What procedures were in place to avoid something like this?

KINGSWAY COLLEGE SCHOOL

Board Members' Guidelines for Responding to Parent Operational Concerns

The following sets out the procedures to be followed by all Board members when approached by parents at KCS who wish to raise a concern relating to their child, a teacher or any other school issue.

1. Ask the parent if they have talked to the teacher, if it is a teacher, child or other educational issue. If they answer that they have and were not satisfied, suggest that they speak to the Head of the Junior or Senior School, depending on where the issue is related. The Head should be informed of the approach and notifies the specific teacher and/or the Head of the Junior or Head of the Senior School. Should the issue be directly related to the Head, please inform him or her.

2. If the parent suggests that they are uncomfortable in approaching the Head of the Junior School or Head of the School School, or the Head of School for various reasons, the Board member should suggest that they are all very approachable and that this is the procedure to be followed in situations such as this, as set out by Board policy. Hopefully, at this stage the parent will follow this advice and the issue can be resolved.

3. If the parent talks to the Head of the Junior School, the Head of the Senior School, or the Head of School, or suggests that they have previously talked to any of them, with no resolution of the issue, the Board member should suggest that the parent bring the issue to the Chair's attention. When the Chair is approached he/she should inform the parent that the appropriate procedure is for the Chair and the parent to meet with the Head to try and resolve the issue.

4. At this point, if the Board member is approached again, they should inform the Head and the Chair of the Board of the situation and the Chair contacts the parent to inform them that their only remaining course of action is to meet with the Chair, the Head and one Board member, who is at arm’s length, to attempt to resolve the issue.

5. If the parent refuses to attend this meeting, they should be informed that there is no further course of action is open to them as prescribed by Board policy.

18 Governance Requirements

An updated version will be coming soon.

KCS 2023 Board Retreat Summary

Dear KCS Board Retreat Participants,

We want to thank each of you for your thoughtful engagement in the Board Retreat! It was our privilege to facilitate such a passionate and dedicated group to strategize about the future of KCS All of your insightful comments, questions and ideas were greatly appreciated! We know your time is valuable and we’re grateful for you taking the time to dig in deeply on the community consultation data.

The team at Future Design School has gathered all of the great insights generated in the meeting, which you will see reflected in the following pages.

In collaboration with Derek and the leadership team, we now get to good stuff –bringing your ideas to life! Over the next couple of months, we’ll work on aligning the findings from our community consultation with the previous work on your operational plan, and organizing them into a detailed path forward along with goals & metrics to keep everyone on track. We will also send along some communications for the broader KCS community to ensure everyone knows their voices were heard and to celebrate some of the great metrics you highlighted for us It is our hope that the results of this survey might serve as a benchmark for us to monitor ongoing progress of goals and keep fingers on the pulse of the school as it continues to evolve

Look forward to seeing you all again soon,

Sarah & Ceilidh

SUMMARY OF OPPORTUNITIES OUTLINED BY THE BOARD

● Develop a KCS portrait of a graduate that highlights the skills and attributes our students consciously develop throughout their journey with the school

● Author a communication around KCS pedagogical approaches to differentiation and how the school goes above and beyond ministry requirements (through sustained inquiry, project based learning, character development, KCS by Design etc).

● Host school wide events combining parent education on what we do & social / community bonding.

● Bring students into discussions around uniforms; enable them to strategize on best approaches moving forward

● Build formal DEI policies & ensure community participation in the formation of the strategy

● Share existing DEI resources & initiatives more with the entire school community

● Look at communication that address negative perceptions and myths:

○ Lack of rigour / “special school”

○ “Toxic parent network” comments

● Develop experiential marketing to get students from other schools into our school (more open houses, summer camps, etc )

○ Explore further partnerships for this purpose (similar to Harvard Leadership)

● Share vision & unique differentiation for senior school more broadly and look to generate media mentions around the unique approach

○ Share videos from Andrea around place based learning

○ Share plan for development of physical space

○ Share images of current space

○ Pull in student voice / testimonials around exciting learning experiences

○ Demonstrate how what we ’ re doing in the senior school connects with the future of work & education

● Play back consultation findings to the community in condensed version + some action steps so they know they’ve been heard.

● Continue pulse check surveys annually.

SAMPLE METRICS TO CELEBRATE

These are metrics that have been recommended by the board as good metrics to be shared back with the community:

● 95% happy with KCS experience

● 97% believe all kids are happy at KCS

● 94% of teachers are happy at KCS

● 98% of teachers feel supported by leadership

● High % who feel safe, supported, happy and proud

● 99% appreciate Stay Connected

● Trusted adult scores are high

● 98% of parents value faculty & staff

● 99% of new parents had everything they needed through admissions

● 90% of parents reporting happy, healthy and confident children

● 90% of students feel pride being at KCS

● 98% of teachers feel pride being at KCS

● Our leaders have common sense!

QUICK WINS FROM BOARD

● Educate staff about existing DEI strategies

● Share more about what we do (e.g. Diversity map)

● Switch back to Google Classroom

● Update community on strategic plan and school goals and progress

● Play back the key messages to stakeholder groups (staff, parents, etc.)

● Make info easier to access on the website parent portal

● Internal e-news regularly

● Secure the financing/finalize the bank and consortium

● Prioritize 1-3 DEI objectives to truly move the needle

● Create a communication strategy for Sr School

● Hire a person who understands business

● Stories! Make greater use of a variety of stories to market, sell the school (Sr School value proposition)

● Extend the admissions process throughout all of year one

● Succinctly gather evidence supporting the school program & communicate it

● Develop/articulate portrait of a KCS student reflective of our values and diversity

● More student ambassadors

● Deeper dive into DEI at KCS

● Collect and aggregate student experiences

● Celebrate the story of our pedagogy

STORYBOARDS FROM IDEATION

(* = Number of “dots” next to idea)

How might we better promote, brand and market our chosen pedagogy?

1. Improve uniform branding

● Important because students should feel proud of their appearance

● Make effort to match kilt to sweaters

2. Address gaps in knowledge identified on survey **

● Specifically academics and DEI

● Academics:

○ Educate community on pedagogy and place-based learning

○ Bolster with evidence from other countries

○ Bring in partners to explain their role and actions (e g Entrepreneurs from Harvard)

3 Define what a KCS grad looks like*****

● What are the core values?

● How are they instilled?

● What PATH are our students doing?

● What do their mentors say?

● Eventually, where do our grads end up?

● Share with AEL

How might we show/tell how KCS enriches beyond the ministry through inquiry, project based learning (PBL), and PATH?

1. Demystify Ties that Bind / K-12 Links

● Scope sequence for K (inquiry), 1-8 (PBL), 9-12 (PATH)**

○ Show off how these connect to the four doors (Academics, Arts, Athletics, Citizenship)

○ Show skills, processes and benefits in each band

○ All of this = examples of purposeful/authentic learning*

2 Communication & Marketing

● Make it visual/memorable of KCS

● Make it authentic: blog**, stories, testimonials (all stakeholders can participate)

● Show off concrete examples and stories of learning*

● This will give us stories for an elevator pitch**

● Make it unique

● Consider workshops & open houses* (using those materials there)

3 Whole School Events

● Create opportunities for sharing, contributing, and future goals

● Make them fun and academic

○ Social

○ Academic

○ Community building

○ Gratitude yielding ($)

○ Forward facing

● Goal = further partnerships

How might we build and support a more diverse and inclusive school community?

1 Celebrations & Recognition - “Do I see me ”

● Ensure equal standing is given to celebrations and recognitions of different cultures

● Fill the calendar

● Tailor to classroom diversity, but go beyond as well

2 Pulse of Community

● Keep pulse of community on DEI priorities

● Survey regularly and hold forums to contribute

● Set goals and report on successes

3. Marketing & Outreach

● Ensure we ’ re representing who we want to be

● Do we understand where we ’ re falling down?

How might we engage our community in the creation of the strategic vision/new priorities for the school?

1 Draft Strat Plan Model -> KCS Community Jr + Sr

● Create draft KCS Strat Plan Model with 3 to 6 priorities*

● Share draft plan with entire KCS community

● Request for input at community forum (in person or virtually)

2. FDS Facilitators

● Parent working groups across different grades and students where age appropriate

● Conduct “Town Hall” and facilitate session with entire community

● Organize working groups with mixed grades of parents**

● Organize, prioritize, debate ideas*

3 End of Rainbow -> Pot of Gold of New Ideas

● Synthesize ideas/priorities and create utopian vision of new priorities

● Gather feedback on forum

● Breakout groups

● Create new vision doc with regular check-ins

How might we make sure the junior school remains a priority both in actuality and in the minds of junior school parents?**

1 Assemblies/orientations/admissions, etc

● Support parent network

● Relay to parents the value of what we do and how it solely depends on their involvement

○ Reverse the definition of parent network to help increase its success

○ Increase community building

2. Separate the fundraising***

● Avoid diluting the audience

● Keep * some * fundraising separate

3 Q&A for Parents***

● Survey + live event

● Be transparent about results and tangible ways that steps that are “doable” can be taken to make some of this actually happen

○ Make sure they feel heard/not dismissed

How might we communicate the KCS design approach for education to better explain that we are the future of education?

1. Identify what is important for future learners (in priority sequence)**

2 Gather evidence*****

○ Call out/identify best practices based on evidence

○ Call out what does not work too!

3 Communicate steps 1 & 2 in various ways – videos, small articles, blogs, etc **

How might we communicate the school philosophy on learning so parents can see value in tuition $$?*

1 Examine philosophy in clear recruitment material/website/etc , as well as in info sessions/discussions with potential new families***

2 Better communication to current parents from teachers/leadership as well as through students on what is being achieved to dispel rumors about lack of “rigour”***

3 Leadership to take hard look at and dig into “lack of rigour” comments to see if there’s anything there to address**

How might we better position (or continue to evolve positioning) on what is the KCS experience (Jr & Sr School)?

1. How is KCS Unique?*

● What is it that we offer?

● Why do families come and stay?**

● What makes kids feel positive and happy?**

● Are we all on the same page or is it okay that not everyone in our community agrees?

● Our vision and direction needs to be known and celebrated so it brings new families in

2 Families and students see their progression through the school**

● JK to 12 – experience described

3 Acknowledge that we are in transition / evolution*

● Check in with community on this**

● Be confident in the work/consideration/research that got KCS to their amazing and exciting place - look how far we ’ ve come in 34 years!

How might we increase enrollment at Senior School?*

1. Student vlogging and/or podcasting their version of stories from the journey****

● Create a brand and channel for student voice on life here

● Student-led

2. Have experiential open houses for students****

● Double down on experiences had here

● All open houses to have an experiential offering

● Showcase results and products of current students’ experiential learning

3 Build summer program offering to attract youth from across GTA at lower price point so they get excited about our school***

● Could have multiple weeks of the Harvard camp

● UofT mechanical engineering camp

● Find more partners like this!

How might we communicate to parents other than using Schoology/PowerSchool?

1. Head of school endorses change across the school… again!*

2. Compare and test alternative process using a focus group for feedback**

● Test the content

● Test academic uses versus resources and calendars

3. Just do it!****

● Set a timeline to jump in

● Don’t paralyze by analyzing

How might we make the unique & compelling enrichment model of the Senior School easy for prospective families to grasp?

1 Andrea “YouTube” Shorts on PATH, PBL, etc *****

● In the brief video, have Andrea tackle:

○ What the leading research says

○ The challenge traditional schools face / what makes this challenging to address

○ KCS innovation/solution

○ It all works because…

2. KCS Timeline/History of Innovation******

● 1986 to 2022 –> Leadership for students, reading groups, S.S. model

● Show KCS track record of being ‘first to market’ with innovation

● “Best” and “first” is our way

3 Use “Story Selling” Model as a purposeful way to educate and overcome misperceptions like:

○ “Special kids only”

○ “Lack of rigour”*

● Have existing senior school parents host Grade 7/8 parents for “candid” Q&A

How might we create the conditions that make students and parents net promoters of the senior school?**

1. Continue the admissions process throughout the first year ****

● Are we who we said we are?

● What has made it true? Talk about it because that talk impacts mindset*

2. Celebrate diversity

● Strategic ways to have families see themselves and feel belonging*

● Become a leader in this*

3. Increase enrollment

● Leads to increase in student activities and school life & improves student experience

How might we continue to drive our DEI growth and educate/share with our whole community throughout our ongoing journey?

1 Students sharing their learning / what they know

● Perception that it is not being addressed in classroom/with community so need to be more visible

● Teach others & each other

● School assemblies

● “In my class I am learning ”

● Stay Connected

● Learning exhibits

● Parent sharing

2. Define it as a community**

● Classroom definition + staff definition + parent definition = KCS North Star

● DEI is bigger than just race or sexuality / gender or ability or ethnicity or SES, etc. so community needs to define this to allow all to understand learning and growth

3 Availability of resources ******

● Where to find it internally

● Making PD outside and inside

● How to add to it & avenues to ask for more

● Share at meetings

● Post on Schoology

● Teach each other

● Guest speakers

How might we increase enrollment?

1. Provide clarity and insight on what the empty space still under construction will be***

● Future families want more concrete timelines and vision before making important decisions

2. Bus from TTC/Go Train station to get larger catchment***

3. Need to do more to promote the uniqueness of education**

● Proof of concept

● Videos with partners and students

How might we better address the fundraising for the school?

1 General Manager – KCS/Business*

● One person managing all the monetary aspects with a business background will create better efficiencies*

2. Purchasing Power – $$ = greater power

● When purchasing items, events, supplies, etc. for 2 businesses, create savings and that one bargains ahead of time

○ 2 grads – extra savings

3. Business Marketing

● Marketing needs a better business plan

● Google my business pages for each business

● Better SEO

● Targeting different approaches for each reality

How might we clearly & simply articulate what we offer at Sr. School?

● Why are we doing this? How are we doing this?

1. Video***

● Good for short attention spans, visual learners, etc.

● Mobile friendly

● Tells the story

● Gives us short sound bites

● Student created, teacher created or a combo

● Videos on place-based learning, PATH, leadership

2 Testimonials***

● I don’t buy anything without reading these first

● Student blogs

● Parent testimonials

● Student testimonials

● Teachers – why do you work here?

3 Charts*

● Dumbing down our messaging so all constituents can articulate it & prospective parents can comprehend it

● Center rigour - ensure all parents want to see is included

● Offshoots – enrichment (PATH, PBL, mentors)

How might we provide affirmation to students and parents about KCS – Jr and Sr?

1 Remind them of KCS’s strong reputation/foundation/rationale for learning in Jr + Sr school

2 Lean into “special” at Jr and Sr School****

● Mentors, traits, unique differences

3 Purpose

● KCS -> JK to 12 and beyond

● For students and parents (e g , this is the best decision we ever made & why)***

How might we empower kids to give us honest feedback?

1. Students design a self-reporting survey **

2. Students take the survey weekly

3. Feedback / reaction is provided in real time***

How might we articulate the senior school brand (who benefits, and how, from this experience)?

1 Identify the things that only happen at KCS and nowhere else in Ontario

● Place-based learning

● Boulevard Club

● Path

● Mentors*

● 1:1 time (lots)**

2 Tie the unique elements of what is offered to evidence and research about what education needs to be and what universities and employers say they are looking for*

3 Tell the story about this in mainstream social media***

How might we create areas of fundraising that motivates people to give to KCS?

1 Survey faculty and internal community on short, medium and long term needs

● Prioritize needs on what can be achieved through fundraising vs not

2 Talk to families/community as to why they do or don’t support KCS philanthropically***

● If they do – why?

● If they don’t – why not? Do they donate elsewhere?

3 Create fundraising opportunities that allow all levels of donations to be recognized and celebrated**

● Market this effectively to community

How might we communicate clearly what the Sr. School is all about (& pivot the perception around “special”)?

1. Get brutally honest with ourselves********

2. Profile cool stuff students are doing from their perspective and PATH mentor perspective***

● No uni data, so get job/career data & link to our objectives

3 Lean into small size - own individualized learning**

● Talk about it with students and parents

● Create optionality

How do we build out and communicate a DEI strategy?

1. Leverage the data from the surveys to understand what is working and where we have gaps ******

2. Create a plan with 3 or 4 focus areas and communicate how we plan to move forward*

● Address communication

● Curriculum

● Integrate into curriculum night

● Build out on website

3. Determine appropriate training for the staff and teachers****

How might we improve our approach to behavior management?

1 Set clear age-appropriate expectations (consistent across each division)**

● Ie yes to respectful language, no to swearing

2 Align expectations with reasonable consequences (allowing wiggle room for context)

● Ie Swearing = missed recess, repeated swearing = no club/team participation****

3 Follow through consistently and with transparency*****

● Publish guidelines

● Stay the course

● Communicate home regularly

QUESTIONS

Diversity, Equity, Inclusion

● Do parents who want to opt out of the religious component also want to opt out of the tax receipt?

○ I think the key takeaway here is that parents are asking about the level of religion at the school. Perhaps we should be purposeful and speak to this with the greater community?

● The parents who do not know if gender identity is supported – is that because their child is cis and straight so they don’t see it?

○ That might be the case yes - this is a great opportunity for parent education on the initiatives already taking place at KCS!

● Do we know what we don’t know on topics such as JEDI?

It’s a great question – and highlights the need to have diverse stakeholders at the table to help formulate a strategy.

● How do we fairly represent diversity? 4% – we have to show honestly, not add diversity for diversity's sake

○ While it’s important to avoid performative tactics around diversity initiatives - diversity can have many benefits for the community regardless of the identities we see. It’s important for ALL students to learn about the importance of representation, inclusion, learning about diverse cultures and practices, for their success later in life beyond KCS

The diversity markers range across stakeholder groups and identity groups. Here are the full breakdowns:

7-10 Students Breakdown

% of total 7-10 students who completed the survey (N=101)

*Grade 4-6 students were asked to qualitatively self-identify. Approximately 28% identified a diverse identity marker for themselves (N=111).

Parent Breakdown % of

(N=198)

Staff Breakdown

persons (First Nations, Metis, Inuit)

● What is an affinity group? (i.e. at staff level)

○ Staff may join affinity groups set up by the Conference of Independent School (CIS). They’re essentially a safe space for staff to talk about their experiences as well as brainstorm new initiatives for DEI. Circulating this more widely might be a great insight for the community on DEI initiatives!

● How do we ensure staff know about DEI resources and use them?

Aggregation of existing resources and purposeful sharing is definitely a next step as well as a quick win.

● How do we honour our diversity and publicly celebrate it across the community? By being intentional about recognizing all community celebrations, holidays and traditions. We have created a shareable calendar with input from our parent community.

● How do we approach gender identity and parent dichotomy? We need to be okay with planting a flag on being inclusive to all – and not shying away from supporting our LGBTQ+ students. If there are families who do not share our values, then we are not the best school for them.

● Is inclusion more important than academics & KCS habits? Everything is important – inclusion, academics and good habits. We seek to provide an inclusive environment for all – as we know that it’s foundational for academic success and building good habits.

Academics

● How do we proactively set parent expectations in terms of academics? It’s a great question – and while we talk about our holistic and nurturing approach in admissions – perhaps we need to be even more explicit about what we won’t do. We won’t “drill and kill” your child to regurgitate facts – we aren’t going to sit them quietly in rows and talk at them all day. We do equate academic rigour with 4 hours of homework a night. We are going to provide them with truly engaging experiences where they will learn deeply and grow intellectually and in character.

● How do we build out a learning strategies plan to support all students?

We are very focused and committed to individualized learning plans – and our staff are encouraged and supported to meet each student where they are at and provide pathways forward to challenge them appropriately. My wondering is about better communicating this differentiation to parents and sharing how we differentiate in the classroom.

Communication

● What are we doing about streamlining/improving IT & communication platforms?

We are in the midst of reviewing our communication platforms with our IT people, marketing and academic leaders at the Junior School.

● How are we managing culture changes with senior school?

We have scored quite highly on our culture and climate. We are trying to be very deliberate about how we create an inclusive environment for all families and staff. This survey was a great tool in enabling us to see how we can continue to get even better at managing change and has provided us with valuable insights from which we can now act. Continuing to survey families annually will greatly assist us in keeping our finger on the pulse of the school.

● How can we make our learning philosophy more visible? We are working with our academic leaders and our marketing team on this.

● How do we raise parent awareness when people don’t want to read or engage?

We will use all opportunities available (PT interviews, Curriculum Night, Closing ceremonies, informal conversations, videos, in person events, Open Houses) to share our messages.

● How do we engage our community (at the right level) in the strategic decisions of the school?

By doing surveys like the one we just did and then following up with focus groups and intentional discussions / interviews on the key themes that emerged. We have lots of threads we can now pull in – and have great insight into where we need to focus.

● How do we contain divisive issues from overwhelming the “good stuff”? We continue to tell the story of all the amazing and good stories that are happening at KCS.

Fundraising / Marketing

The following three questions were answered by the Director of Advancement.

● How do we create a philanthropic mindset across the community?

Developing a philanthropic mindset across the KCS community requires a multifaceted approach that encompasses education, engagement, and communication. This requires the staffing and leadership to complete this work, and it takes time and consistent effort. It requires building relationships, demonstrating impact, and fostering a sense of community and shared purpose.

1. Create Priorities that will resonate: Donors are increasingly drawn to issues and ideas as opposed to organizations, meaning they will seek a compelling giving opportunity. So, it is not sufficient to ask for funds to support the School and give back to KCS; there must be a visionary narrative and priority that will compel donors to consider financial support.

2. Communicate the Impact: Clearly communicate the impact that philanthropic contributions have on KCS. We need to highlight specific examples of how donations have enhanced our programs, improved our facilities, and provided opportunities for students. We need to use compelling stories, testimonials, and data to demonstrate the tangible difference that philanthropy makes at KCS.

3. Share the Vision: We need to articulate a clear and compelling vision for KCS’s future and how philanthropy plays a critical role in realizing that vision. We need to help parents and alumni understand how their contributions can help advance KCS and make a lasting impact on our school’s educational experience of current and future students.

4. Cultivate Relationships: We need to foster strong relationships with parents and alumni based on trust, transparency, and shared values. We need to regularly engage in meaningful communication that goes beyond soliciting for donations. We need to keep them informed about the school's achievements, challenges, and long-term goals. We need to personalize interactions and seek opportunities to connect on a deeper level.

5. Donor Stewardship: We need to implement effective donor stewardship practices to show appreciation and recognition for philanthropic contributions. This includes timely and personalized thank-you outreach, donor recognition event opportunities, and regular updates on the impact of their donations. Make donors feel valued, engaged, and connected to the school community.

6. Alumni Engagement: We need to develop and implement a comprehensive alumni engagement strategy that focuses on building meaningful relationships with KCS graduates. We need to create and offer opportunities for alumni to stay connected to the school through events, networking, mentorship programs, and volunteer opportunities. We need to show how their continued involvement benefits both the alumni and current students.

7. Parent Involvement: We need to actively involve parents in the philanthropic efforts of the school. We need to engage parents in fundraising campaigns and have them serve as Ambassadors for the school's philanthropic initiatives. We

need to engage parents in meaningful ways that align with their interests, skills, and availability.

8. Show Impact and Accountability: We need to demonstrate transparency and accountability in how philanthropic funds are used. And provide regular updates on the progress made with donated funds and the outcomes achieved.

9. Tailor Approaches: We need to recognize that different individuals have varying capacities and motivations for giving. We need to tailor fundraising approaches to meet the needs and interests of each donor segment and offer a range of giving opportunities, including one-time donations, recurring gifts, leadership donations, major giving and planned giving options, to name a few.

10. Leadership Engagement: We need all school leadership involved in this endeavor. Their visible and active involvement signals the importance of philanthropy and can inspire others to contribute. We need to find ways for leadership to personally reach out to potential donors and share their own philanthropic commitments.

11. Provide Giving Opportunities: We need to make giving easy and accessible by providing convenient ways for parents and alumni to contribute. We need to better utilize our online giving platform, better market our recurring donation option, and offer different levels of giving that suit various financial capacities. We need to ensure that the process is user-friendly and well-communicated.

12. Impactful Communication: We need to develop compelling and targeted communication strategies to engage parents and alumni. We need to utilize various channels such as newsletters, social media, alumni magazines, and personalized appeals. We need to tailor the messaging to resonate with the values, interests, and aspirations of each target audience.

● How do we create bursary/scholarship funds and processes?

Having completed this process at my previous organization as well as trying to establish a scholarship fund a few years ago here at KCS, I can say that establishing a bursary or scholarship program involves careful planning, consideration of financial resources, and the development of clear guidelines and criteria.

1. Determine the Purpose and Scope: We need to define the purpose of the bursary or scholarship program and consider whether it will focus on financial need, academic achievement, talent in a specific area, or a combination of factors. Determine the scope of the program, including the number and types of awards to be offered.

2. Assess Financial Resources: We need to evaluate the financial resources available for the bursary or scholarship program. Where are we drawing the funds from? We need to identify potential funding sources, such as the endowment currently established at KCS, fundraising initiatives, or designated budget allocations as some schools do.

3. Establish Eligibility Criteria: We need to define the eligibility criteria for bursaries or scholarships and consider factors such as financial need, academic

performance, extracurricular involvement, leadership qualities, or specific talents. The criteria need to be fair, transparent, and aligned with the goals of the program.

4. Develop the Application Process: We need to design a comprehensive and straightforward application process. Provide clear instructions and guidelines for applicants, including the required documentation, deadlines, and any additional information needed to assess eligibility. We need to work with marketing to possibly utilize an online platform or standardized application form to streamline the process.

5. Formulate Selection Procedures: We need to establish a fair and objective selection process to evaluate applications and develop a committee or panel responsible for reviewing applications and making award decisions. We should consider including representatives from various KCS stakeholder groups.

6. Create a Stewardship Plan: We need to develop a plan for stewarding and supporting bursary or scholarship recipients. We need to define the expectations and responsibilities of recipients, such as maintaining academic progress or participating in school activities. We should consider providing mentorship opportunities or additional support services to ensure recipients thrive academically and personally.

7. Promote the Program: We need to market the program to raise awareness within the school community and beyond. Develop a marketing and communication plan to promote the program to prospective applicants, parents, alumni, and potential donors.

8. Establish Donor Relationships: We need to cultivate relationships with potential donors who may be interested in supporting the bursary or scholarship program and communicate the impact and value of the program and provide opportunities for donors to contribute. We need to consider naming opportunities or donor recognition to acknowledge their generosity.

9. Evaluate and Adjust: We’ll need to regularly evaluate the effectiveness of the bursary or scholarship program. Assess the impact of the awards on students, monitor the financial sustainability of the program, and review the selection criteria and procedures. Use the feedback and data to make adjustments and improvements as needed.

Launching a bursary or scholarship program takes time but if done right, it can be very beneficial for fundraising, admissions, and overall community culture. Again, I would highly recommend not rushing this initiative but instead getting all the details completed effectively so as to ensure its success and the sustainability of the program.

● Are we selling one product or two?

When it comes to fundraising, understanding our audience is key. As noted above, we need to recognize that each donor has unique motivations and priorities, and we should align our funding priorities with those individual passions. It's important to acknowledge that while now we see ourselves as one school, not everyone in our community may feel the same way at this moment in time. We want to respect these perspectives, ensuring

that our conversations about philanthropy are considerate of each donor's specific interests. Eventually we will be seen as one school, however I’m not sure if we’ll ever be ‘selling one product’ but instead will be speaking to donors about many different ways they can support KCS.

FUTURE DESIGN SCHOOL RECOMMENDATIONS

● Create a summary of community consultation to share with all stakeholders; summarize key themes and speak to the opportunities being actively addressed. Publicly commit to ongoing surveying and pulse checks annually. (Plan to do a pulse check in spring of 2024 school year) Address inclusivity, effective behavior management and academic rigor in the communication to the community (potentially use video for a shareable summary)

● Bring together a cross-section of parents to provide deeper feedback around how we might intentionally celebrate diversity across the school community and co-create 3 priorities for the upcoming school year

● Share existing DEI resources with the entire school community – kick off the new school year by sharing 3 priorities set by the DEI parent advisory committee and invite the school to support through actions

● Create a bursary program to increase accessibility for underrepresented groups

● Bring together a cross-section of parents to provide deeper feedback around how we might provide more conduits for parent networking and insights around desired parent education opportunities.

● Find opportunities to host more events in the senior school space; partner with other schools, associations and youth groups during the summer to provide visibility into the space and program.

● Create a series of videos that highlight the unique differentiation of senior school in Toronto; emphasizing that academic rigor can go hand in hand with place based learning

● Continue to provide professional development to senior school teachers on effective place based learning in August 2023 and through an ongoing Professional Learning Community

● Host student focus group to solicit feedback on how to improve uniforms

● Build a portrait of a KCS graduate – including a continuum of skills Work with all educators to embed into their lesson planning – and over time, adopt an assessment model to measure these skills and provide a differentiated transcript to students

Committee Mandates

An updated version will be coming soon.

KCS Board Rolling Agenda 2024/25

(Revised: September 20, 2024)

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:

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;

(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.

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.

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

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

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

(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.

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;

(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

(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) 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

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.

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

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

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.

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 Director

Questions every Board member should be able to answer

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