The following night, the Board of Directors convened in the SSMU Boardroom for their weekly meeting. Joined by SSMU General Manager Ryan Hughes, the topic of the Board’s composition dominated the discussion.
The recent claims of unconstitutionality stem from the fact that a fourth SSMU executive has yet to be nominated to the Board by Legislative Council, and that empty spots had been filled by members-at-large. Several Directors were appointed over the summer, serving as replacements for spots that had been vacated by students who had graduated or were otherwise removed.
The SSMU’s Constitution stipulates that the Board shall be made up of the President, the Vice-President (Finance), the Vice President (Sustainability and Operations), one additional Officer as determined by the Legislative Council, and eight Members who are not Officers. Officers refer to Executives of the SSMU. No more than eight members of the Legislative Council may serve on the Board at any given time.
SSMU Vice-President (Finance) and Director Arisha Khan, who requested for an item regarding the constitutionality of the makeup of the Board to be added to the meeting’s agenda, initiated the evening’s discussion by alleging that the BoD’s current structure of three Officers and nine members-at-large is not in line with SSMU’s constitution. Director Khan iterated that she believes this is a liability for the Society, as it takes the Board out of line with its mission of upholding the best interests of the Membership. Khan indicated that it was her belief that the Board’s recent procedural decision on the legality of BDS and similar motions was, by extension, unconstitutional.
Director Jonathan Glustein countered this argument by stating that the SSMU’s constitution contains inherent contradictions which make it impossible to maintain a twelve-member voting society at all times. He cited article 6.2 of the Constitution, which states that the Board of Directors shall be composed of 12 voting directors. He argued that not making reasonable attempts to fill the Board would violate the Constitution. In this case, the members-at-large who were appointed over the summer are filling the positions of Directors who had either graduated, been removed, or resigned. He explained that they are a technical necessity to allow the BoD to continue to function until new members are elected to the Board. As was noted at the meeting, should the Board choose to operate at its minimum of seven members, it would be rendered unable to function if one of them resigned or was removed for any reason.
Hughes outlined that although the BoD’s present situation is “murky”, it is, in fact, in line with SSMU’s constitution.
On several occasions, Director Glustein reiterated how SSMU is registered as a corporation, and as such, is required by Quebec law to have a functioning board. The SSMU’s Constitution supports the portion of the Corporations Act of Quebec that stipulates as much: “any vacancy occurring in the board of directors may be filled, for the remainder of the term, by the directors, from among qualified persons.”
Although they are not elected, members-at-large are appointed by the board following an interview process, which, according to Director Dany Morcos, does not lessen their representative duties to the student body. Director Khan stated that this process lacked transparency and that members-at-large lacked accountability given their “unelected” status, despite the fact that she was one of the members who voted unanimously to approve new appointments over the summer. Directors Chen and Glustein countered this assertion by pointing out that the appointments to the Board had been ratified at the Fall 2016 General Assembly and passed online ratification. While several Directors were appointed over the summer, they served as replacements for spots that had been vacated by students who had graduated or were otherwise removed. These Directors’ terms will end in November, at which point new Directors will be appointed from Legislative Council and ratified by the SSMU’s membership, as the Constitution stipulates.
In attendance was Ryan Hughes, the General Manager of SSMU and a non-voting member of the Board. Hughes outlined that although the BoD’s present situation is “murky”, it is, in fact, in line with SSMU’s constitution. He made clear that he had consulted extensively with the SSMU’s professional legal team, and that they had collectively arrived at this conclusion. When Director Simon Shubbar asked Hughes frankly if the Board was in a “constitutional grey area”, his answer was a simple and resounding “no.” He maintained that as soon as the Legislative Council presents a fourth Officer to the Board for appointment, it is the duty of the Board to ratify their decision. This will ensure that the Board is operating fully within the parameters of the Constitution.
The SSMU’s Vice-President Internal, Maya Koparkar, who sits on the Board, iterated more than once throughout the evening that she intends to bring a motion to Legislative Council on September 28 to nominate the fourth Officer. The Board agreed that as soon as this individual was presented to them, it would be responsible for the approval of their appointment. They concurred that further discussion of potential reform to the sections of the SSMU’s Constitution that delineate the structure of the Board would be held at a later date.