Governance Structure Review And Proposal

Transcription

1 Governance Structure Review And Proposal May 2012 Prepared by: Governance and Strategic Planning Committee 1

2 Background Eight years ago with the merger of the BC Ladies Curling Association (BCLCA), the BC Interior Curling Association (BCICA), the Pacific Coast Curling Association (PCCA) and the then joint body Curl BC into the new Curl BC, the Board was initially an operational Board and staff size was quite small. Driven by the ever increasing complexity of sports management, the complexity and competitive demands for sources of funding, the need for consistent and professional operations management since that time, Curl BC has continued to evolve in a direction consistent with that of other major sport organizations at both the provincial and national level. The two most fundamental characteristics of modern sport organizations are: the adoption of a policy governance model for the organization with the Board defining the ENDs of the organization and the limitations on the staff while achieving those ends; and the establishment of a professional operations staff capable and responsible for achieving the ENDs defined by the Board and providing consistency and continuity in operations much like any successful modern business organization. This evolution in an organization inevitably reaches the stage where the structural model is inconsistent with the business model and changes are required. It is proposed that Curl BC has now also reached that stage in its evolution and it is now time to consider realignment and change from the original model developed by those who championed the amalgamation process and dealt with the political complexities of merging three separate volunteer Boards. In addition, it is recognized that a requirement exists to provide an enhanced regional operations structure to help coordinate member facilities events to increase regional participation and to interact on an operational level with Curl BC staff. The Curl BC Board occupies a special place between Curl BC s owners the member facilities and the operating organization. The Board is the agent of the owners and works for them while the CEO is the agent of the Board and works for it. Each governor, no matter how or where elected, is responsible to all of the member facilities of Curl BC and for the governance of the development of the sport of curling as per the Global End Policy approved by the Board i.e., Curl BC exists to promote and develop the sport of curling in British Columbia and to coordinate province-wide curling activities on behalf of the member facilities. day Our current Board consists of 16 governors including a Chair, the Past Chair and 14 governors elected through regional elections. All governors are elected by the 11 administrative regions for a two-year term. The election process has the regions first electing Region Representatives and then from the slate of successful region representatives further electing an individual to serve as a provincial Governor. Although the initial by-laws envisioned the Region Representatives, who also serve as Alternate Governors, to be the individual(s) responsible for the coordination of regional operational activities 2

3 while the Board members oversaw the sport at a provincial level, actual practice varies from region to region with some provincial Governors retaining operational responsibilities in the regions and Region Representatives being quite inactive. This is not only inconsistent with an overall policy governance model but can contribute to significant variances in regional operations and can lead to conflicts at the Board level where Governors are responsible for acting in the best interests of the development of curling province wide which at times may not necessarily be the best interest of an individual administrative region. It can also lead to confusion and a blurring of roles and responsibilities when a provincial governor attempts to play an active operational role in a particular region. An operational Board such as what the Curl BC Board was when the associations merged is of necessity larger in size than a typical governance Board in that it requires a greater number of volunteers (elected volunteers) to do operational work. This increases administrative costs and also is much more demanding on a volunteer s time serving in both operational capacities at the regional level and a governance capacity at the provincial level. All sport organizations are finding it increasingly difficult to recruit volunteers able to dedicate time in both capacities and are finding that the full implementation of policy governance allows volunteers to choose more carefully the nature of the work they wish to do. Curl BC s existing Board is the largest Board of Governors of any major curling association in Canada, including the CCA. (eg., CCA 10, ACF 10, Sask Curl 7, Curl Manitoba 12, Ontario Curling Association 12, Curl Quebec 7). Other large and leading provincial curling associations, notably Manitoba and Saskatchewan have also adopted a policy governance approach and restructured and reduced the size of their Boards to realign the governance structure with the business model and the practicalities of provincial sport organizations today. The Proposal It is proposed that the Curl BC Board will be a nine person Board with the positions established as follows: five governors will be elected through regional elections continuing to ensure that the diversity of the province is represented on the Board; three governors-at-large will be elected at Annual General meetings similar to other provincial sport organizations as well as not-for-profit and for-profit organizations allowing for the recruitment of specialized expertise for the Board but still under the full control of the member facilities; and a Past Chair serving to provide Congress (NCC) and AGM. transitional assistance and leadership at the CCA National Curling The change will continue to recognize the existing 11 administrative regions for operational purposes and out of geographic necessity but the successful model of inter-regional structure used for many of our competitions will be incorporated into the election of Region Representatives and Governors. 3

4 Each of the 11 regions, with the exception of Region 11, will continue to elect the same number (2) of Region Representatives from the member facilities within their geographic boundaries although these Region Representatives may more accurately be called Regional Coordinators. Region 11 would elect 4 Region Representatives every second year instead of annually as it does today. The Region Representatives are elected by the member facilities. The Region Representatives using an inter- as regional structure will then further elect one of their number to serve as a Curl BC Governor follows: Kootenays consisting of Regions 1 and 2 one governor; Thompson/Okanagan consisting of Regions 3, 4 and 7 one governor; The North consisting of Regions 5 and 6 one governor; Vancouver Island consisting of Regions 8, 9 and 10 one governor; and Mainland/Fraser Valley consisting of Region 11 one governor. The member facilities at the annual general meeting (AGM) would elect two governors every even numbered year and one governor every odd numbered year. Each governor would be elected for a two year term with a term limit of threee terms (i.e., an individual may only serve a maximumm of six (6) years on the Board. The Region Representatives/Regional Coordinators not further elected as Governors would serve on a Regional Operations Committee (ROC) in a manner fairly consistent with the very successful working model used in Region 11 which is consistent with current by-laws. The ROC would be responsible for coordinating activities between clubs in their regions, would conduct regional meetings with club representatives and would coordinate the scheduling of regional playdowns working with member facilities and office staff. The Region Representatives would also be invited to attend the AGM receiving the same expense allowance as provided to Governorsrs in order to participate in workshops and learn from successful practices in other regions. The existing regional allowance provided to all regions for administrative expenses would also be reviewed to ensure that the reasonable costs of the regional meetings would be further underwritten by Curl BC and supported with the capability to hold electronic meetings. Governors would have additional resources available to consult with as the role of Region Representatives would be enhanced. Complementary changes in the by-laws would include: Elimination of the current allocation of a vote to each governor at a meeting of the members as these are meetings of the members, the votes at such meetings should be done by the member facilities and not include Governors (i.e., it is the member facilities of Curl BC who should be making the decisions at meetings of the members). Elimination of the current ability of a governor to hold a vote as a delegate of a member facility a governor voting on behalf of a member facility is in a conflict of interest position. 4

5 Elimination of the requirement to replace the governor elected as Chair with another governor elected by the same region thatt elected the Chair as all governors act on behalf of all member facilities and regions in the province, it is unnecessary on a governance Board to distinguish between governors by how they got elected. Changing the quorum for Board meetings from 10 governors (on a 16 person Board) to a simple majority of governors (on a 9 person Board). Changing the quorum for general meetings of voting members from 30 voting delegates to 20% of eligible voting delegates. The Implementation Process The implementation process would commence with the member facilities approving the necessary by- at the 2012 law changes (as outlined in the next section of this discussion paper) at an AGM. If passed AGM, the structure of the Board would through regional and AGM election process would look like the following during the transition years. 2012/2013 Board Governor elected by Region 1 (2 nd yr) Governor elected by Region 2 (1 st yr) Governor elected by Region 3 (2 nd yr) Governor elected by Region 4 (1 st yr) Governor elected by Region 5 (2 nd yr) Governor elected by Region 6 (1 st yr) Governor elected by Region 7 (2 nd yr) Governor elected by Region 8 (1 st yr) Governor elected by Region 9 (2 nd yr) Governor elected by Region 10 (1 st yr) 2 governors elected by Region 11 (1 st yr) 2 governors elected by Region 11 (2 nd yr) Chair Past Chair 16 Governors 2013/2014 Board 2014/ /2015 Board Governor elected by Regions 1/2 Governor elected by Region 2 (2 nd yr) Governor elected by Region 4 (2 nd yr) Governor elected by Regions 5/6 Governor elected by Region 6 (2 nd yr) Governor elected by Regions 8/9/10 Governor elected by Region 8 (2 nd yr) Governor elected by Region 10 (2 nd yr) 2 Governors elected by Region 11 (2 nd yr) 1 Governor elected at AGM Past Chair The Governors elected by Regions 2, 6, 8 and 10 would be eligible to be elected by Regions 1/2, 5/6, or 8/9/10. Governor elected by Regions 1/2 (2 nd yr) Governor elected by Regions 3/4/7 (1 st yr) Governor elected by Regions 5/6 (2 nd yr) Governor elected by Regions 8/9/10 (2 nd yr) Governor elected by Region 11 (1 st yr) 1 Governor elected by AGM (2 nd yr) 2 Governors elected by AGM (1 st yr) Past Chair 9-12 Governors 9 Governors Note that in 2013/2014, if the person elected by Region 1/2 is the 2 nd year Governor previously elected by Region 2, then the size of the Board would be further reduced in 2013/2014. A similar situation exists for Regions 5/6 and Regions 8/9/10 possibly achieving a 9 governor Board in 2013/2014. The implementation process will also likely be accompanied by the restructuring of the Board Committees and the development and approval of other Board Governance policies more fully defining the role and responsibilities of a Governor and of the Region Representatives. 5

6 Detailed By-law Changes and Proposed Motions Governance Structure Review and Proposal Although all changes could be conducted with a single omnibus motion and although it makes no sense to pass one of these motions and not pass the others, it is still recommended that we break the changes down as follows: Motion 1: modify Sections 23 (e), 23(f), 23(h) and 23 (i) of the Curl BC by-laws from 23.(e) The respective member facilities within regions 1 through 10 shall each elect two region representatives and shall further elect one of those region representatives as a governor of the society. 23. (f) The member facilities within region 11 shall elect eight region representatives and shall further elect four of those region representatives as governors of the society. 23. (h) At any regional meeting for regions 1 through 10, the respective previously elected governor shall not cast a vote for a member facility as its voting delegate. However, in the event of a tie vote at any such regional meeting, that previously elected governor shall cast the deciding vote. 23. (i) At a regional meeting for region 11, none of the four previously elected governors shall cast a vote for a member facility as its voting delegate. However, in the event of a tie vote at any such regional meeting, such four governors shall choose one of their number, who shall cast the deciding vote. Amendment July 9, (e) The respective member facilities within regions 1 through 10 shall each elect two region representatives. The region representatives shall further elect one of those region representatives as a governor of the society as follows: Regions 1 and 2 region representatives shall elect one governorr in odd numbered years; Regions 3, 4 and 7 region representatives shall elect one governor in even numbered years; Regions 5 and 6 region representatives shall elect one governorr in odd numbered years; and Regions 8, 9 and 10 shall elect one governor in odd numbered years. 23.(f) The member facilities within region 11 shall elect four region representatives and shall further elect one of those region representatives as a governor of the society in even numbered years. 23. (h) At any regional meeting, a governor of the society is not entitled to cast a vote for a member facility as its voting delegate. In the event of a tie vote at any such regional meeting, the Chair of the meeting shall cast the deciding vote. 23. (i) At each annual general meeting in odd numbered years, the member facilities shall elect one Governor-at-Large of the society and at each annual general meeting in even numbered years, the member facilities shall elect two Governors-at-Large of the society. 6

7 Motion 2: modify Section 24 and Section 59 of the Curl BC by-laws from: 24. Each region representative not elected as a governor shall represent that region s interests on service delivery and playdown committees, and shall further act as an alternate governor with full voting privileges at such board meetings that the governor from the region does not attend subject to article The region representatives not elected as governors of the society shall act as committee chairs, or core committee, as the case may be, and under guidance from the society, be responsible for the delivery of programs and services, including zone playdowns, within their respective zones and service areas, and shall act as conduits of communication between the society and its member facilities. 24. Each region representative not elected as a governor shall represent that region s interests on service delivery, operations and playdown committees. 59. The region representatives not elected as governors of the society may serve on provincial committees and, under guidance from the society and the CEO, be responsible for the delivery of programs and services, including regional playdowns within their respective service areas and shall act as additional conduits of communication between the society, its governors and its member facilities.. Motion 3: modify Section 26 of the Curl BC by-laws from: 26. Each governor shall be deemed to be a delegate entitled to one vote, except that the Chair shall only be entitled to vote to cast the deciding vote in the event of a tie vote at any meeting of the society or any meeting of the governors. Amendment July 9, Each governor shall be entitled to one vote at any meeting of the governors except that the Chair shall only be entitled to vote to cast the deciding vote in the event of a tie vote. A governor is not entitled to a vote at a meeting of the members either as a governor or as a delegate of a member facility. Motion 4: modify Section 38 of the Curl BC by-laws from: 38. The Board of Governors shall consist of 16 governors, comprised of the immediate past chair of the society, the 14 governors elected from the regions pursuant to section 23 (one of which shall be the chair of the society) and the governor who fills the position of the governor elected as chair. Amendment June 7, The society following: shall be governed by a Board of nine Governors comprised of the (a) (b) Five governors elected through regional elections pursuant to By-law 23.(e); The immediate past chair of the society; and 7

8 (c) Three Governors-at-Large elected pursuant to By-law 23.(k). In the event the past chair retires or is re-elected as a Governor, the past chair position shall remain vacant for the year. Motion 5: repeal Section 39 of the by-laws and to renumber the subsequent sections accordingly. 39. The position of the governor elected as chair shall be filled by the region representative (or in the case of region 11, one of the region representatives) for the region in which the chair was elected as a governor and a replacement for said region representative shall be elected. Provided that if said region representative, or in the case of region 11, all of said region representatives, decline such governorship, the governors may appoint, or the region in question may elect, a person eligible for election as a governor in the region in question to fill the position of the governor elected as chair. Amendment July 9, 2005 and June 7, 2008 Motion 6: modify Section 47 of the Curl BC by-laws from: 47. Ten (10) members of the board of governors present together, in person; via conference telephonee call; or other electronic method, shall constitute a quorum for a meeting of the governors. 47. (a) A meeting of the Board or a Committee of the Board may be held by means of a conference telephone call or other communication facilities by which all the Governors or committee members agree to participate in that manner and those participating can hear each other. A person participating in a meeting in suc a manner shall be deemedd to be present at the meeting. (b) A quorum for Board meetings shall be a majority of Governors then in office. Motion 7: modify Section 25 of the Curl BC by-laws from: 25. The terms of governors shall be two years. Amendment June 7, (a) Each governor shall be elected for a term of two years and shall retire from office at the Annual General Meeting at the end of such term. (b) Commencing with the 2012 term, no Governor may hold office for more than three terms in total. Motion 8: modify Sections 29 and 34 of the Curl BC By-laws from 29. Delegates from thirty (30) member facilities present at a general meeting shall constitute a quorum Only delegates in attendance at general meetings in person; via conference telephone call; or other electronic method shall be entitled to vote. Proxy voting is not permitted. 8

9 29. (a) A General Meeting may be held by means of a conference telephone call or other communicationn facilities by which all the members agree to participate in that manner and those participating can hear each other. A person participating in a meeting in such a manner shall be deemed to be present at the meeting. (b) A quorum consists of at least 20% of the voting delegates of the Society. 34. Voting by Proxy is not permitted. Motion 9 modify Section 23 of the Curl BC By-laws by adding a Section 23(k) to read as follows: 23(k) Governors-at-Large shall be elected pursuant to the following process: i) The Board shall nominate candidates for Governor-at-Large election to the Board each year. In doing so, the Board shall strive to ensure that those nominated represent a diverse mix of candidates as to gender, geographical region and skill set. ii) The Board shall advise the Voting Members of those candidates nominated for election by the Board at least 60 days prior to the annual general meeting. iii) Nominations of candidates may also be in writing and signed by at least three Voting Members. Such nominations must be accompanied by the written consent of the nominee(s) and delivered to the Association at least 45 days prior to the annual general meeting. iv) The Chair shall direct the preparation of a ballot containing the names of all candidates for Governors-at-Large positions nominated by the Board and the Voting Members. v) The successful candidates for the Governors-at-Large to be elected each year shall be those who have received the highest number of votes in the balloting. vi) The Governors-at-Large so elected shall take office at the close of the annual general meeting at which they are elected. vii) A Governor-at-Large shall cease to be a Governor-at-Large upon the occurrence of any of the following: a) b) c) d) resignation; death; mental incapacity; or removal by Voting Members by special resolution. viii) The Board may at any time appoint an individual as a Governor-at-Large to fill any Governor-at-Large vacancy, who serves until the general meeting immediately following his or her appointment. Where necessary, at that general meeting, a Governor-at-Large may be elected for a partial term of one year so as to ensure that the Governor-at-Large s terms are staggered as contemplated by By-law 23. 9

10 Motion 10 add a new Part 13 to the By-laws which would read as follows: Part 13 Transitionn 75 The effective date (the Effective Date ) upon which these amended By-laws shall come into effect shall be upon filing with the Registrar of Companies for the Province of British Columbia Notwithstanding any other provisions in these By-laws, as of the Effective Date, and in order to create a scheme where the Board shall be reduced from 16 Governors to nine Governors and the terms of Governors are staggered, a) The Board for the 2012/2013 year shall be comprised of 16 Governors elected as follows: 2012/2013 Board Governor elected by Region 1 (2 nd year) Governor elected by Region 2 (1 st year) Governor elected by Region 3 (2 nd year) Governor elected by Region 4 (1 st year) Governor elected by Region 5 (2 nd year) Governor elected by Region 6 (1 st year) Governor elected by Region 7 (2 nd year) Governor elected by Region 8 (1 st year) Governor elected by Region 9 (2 nd year) Governor elected by Region 10 (1 st year) 2 Governors elected by Region 11 (1 st year) 2 Governors elected by Region 11 (2 nd year) Chair Past Chair 16 Governors b) The Board for the 2013/2014 years shall be comprised of up to 12 Governors elected as follows: 2013/2014 Board Governor elected by Regions 1/2 (1 st year) Governor elected by Region 2 (2 nd year) Governor elected by Region 4 (2 nd year) Governor elected by Regions 5/6 (1 st year) Governor elected by Region 6 (2 nd year) Governor elected by Regions 8/9/10 (1 st year) Governor elected by Region 8 (2 nd year) Governor elected by Region 10 (2 nd year) 2 Governors elected by Region 11 (2 nd year) 1 Governor-at-Large elected at AGM Past Chair The Governor elected by Region 2 shall be eligible to become the Governor elected by Regions 1/2. The Governor elected by Region 6 10

11 shall be eligible to become the Governor elected by Regions 5/6. The Governor elected by Region 8 or Region 10 shall be eligible to become the Governor elected by Regions 8/9/10. 9 to 12 Governors c) The Board for the 2014/2015 year shall be comprised of 9 Governors elected as follows: 2014/2015 Board Governor elected by Regions 1/2 (2 nd year) Governor elected by Regions 3/4/7 (1 st year) Governor elected by Regions 5/6 (2 nd year) Governor elected by Regions 8/9/10 (2 nd year) Governor elected by Region 11 (1 st year) 1 Governor-at-Large elected at AGM (2 nd year) 2 Governors-at-Large elected at AGM (1 st year) Past Chair 9 Governors 11