The Students’ Society of McGill University (SSMU) Board of Directors (BoD) held a public session on Sept. 24 to discuss the constitutionality of the composition of the current membership of the body, among other agenda items. SSMU Vice-President (VP) Finance and Director Arisha Khan introduced a motion to add the discussion to the agenda, and explained her stance that the BoD’s current 12 director membership is not in accordance with the SSMU constitution.
“As of right now, we have a composition of three officers and nine members-at-large, which is not in line with the constitution,” Khan said. “Any potential decisions that have been made by the Council with this composition […] could also be up for contention.”
Section 6.2 and 6.4 of the SSMU Constitution stipulate that the BoD has up to 12 voting members: Four Directors from the student-elected SSMU executive, four Directors from the student-elected Legislative Council, and four members-at-large who are appointed through the BoD Nominating Committee. The eight non-executive Directors are then approved by student referendum or at the SSMU General Assembly. The President, VP Finance, and VP Operations and Sustainability automatically sit on the Board, while the fourth executive is nominated by SSMU Legislative Council.
Jonathan Glustein, a member-at-large of the BoD, pointed out that the Board could not maintain its stipulated composition.
“It is impossible, within the parameters of reality, for the Board to be at 12 members all the time without appointing members-at-large,” Glustein said. “I think it's pretty evident that not only was the Board acting within the best interests of the Society by filling it to 12 members, but in fact it would have been unconstitutional for the Board not to put 12 members in the Society.”
Section 7.4 of the SSMU constitution defines quorum for the BoD to be seven Directors, a simple majority of the voting members. Khan stated that the constitution does not explicitly mandate the BoD to fill all 12 of its seats at all times, and raised concerns about the accountability of a Board with many appointed members.
“I think the discussion item here is, while the constitution may be murky, is it ethically murky,” Khan said. “In order to meet quorum, [it would only require] seven Directors such that Legislative Council could appoint members come the first Council meeting, specifically the […] executive because that is quite important [….] Right now we are a Board of nine [members-at-large.] So these are members that have not been elected by the membership [to the BoD] and are not accountable to the membership in the same way that elected Board members or officers should be.”
Given that all 12 seats of the BoD are currently filled, one of the members-at-large must resign in order for the constitutionally-mandated fourth executive to be nominated. On Sept. 14, the Legislative Council met, but a motion to elect a member of the SSMU executive to the Board was not presented.
Glustein reiterated that keeping a Board of only seven members would be of detriment to the SSMU membership.
“I think, considering the fact that we had five resignations in a month's time [in Winter 2017…] and the fact that if the Board falls below seven members we cease to function as a Society, […] it would be extremely imprudent […] to keep that number at seven and […] hope that someone doesn’t have any extenuating circumstances,” Glustein said. “One resignation would render the entire Society ineffective.”
SSMU General Manager Ryan Hughes, who was also present at the meeting, recently consulted the Society’s legal team to review the constitutionality of the BoD’s current composition. The legal opinion he received stated that, while falling in somewhat of a constitutional grey area, the membership is in accordance with the SSMU constitution, but that the BoD, along with Legislative Council, will be in violation if they fail to expeditiously nominate and appoint a fourth executive member at the bodies’ next meetings.
“I will concur with the rest of the Board that [the situation] is murky,” Hughes said. “This is what happens when you have a constitution that is as complex as ours [….] It is very difficult to navigate sometimes, and sometimes you may make an oversight [….] When it gets discovered, it is your obligation and duty to repair it, to address it. This is what this Board needs to do, this is what Legislative Council needs to do [….] It's known, we’re going to repair it, and get back to business. That’s it.”
SSMU VP Internal and Director Maya Koparkar said that the most pressing matter for SSMU going forward is re-establishing trust with its membership and that she intends to begin the fourth executive nomination process at Council’s next meeting on Sept. 28.
“I’m actually bringing a motion to Legislative Council next week to nominate a fourth [executive] from SSMU to the Board of Directors,” Koparkar said. “I don’t know what happened [this summer], would it not have been possible to just have 11 members of the Board of Directors?”