A C T I O N. Donna Clark, Manager, Strategic Coordination on behalf of Patrick Gauch, Chair, Governance and Audit Committee

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1 2 A C T I O N Subject: Prepared by: Prepared for: Governance and Audit Committee Report Donna Clark, Manager, Strategic Coordination on behalf of Patrick Gauch, Chair, Governance and Audit Committee Ottawa Public Library Board Meeting of: October 17, 2011 Date: October 3, 2011 RECOMMENDATIONS: 1. That the Board approve the following revised policies: C.04 CEO s Membership on Other Bodies 2. That the Board approve the following new policy: B.10 Complaints & Inquiry Process References Draft Minutes of the OPLB Governance and Audit Committee, September 22, Approved Minutes of the OPLB Governance and Audit Committee, July 7, Background 1. Policy Review The OPLB Governance and Audit Committee reviewed a number of Executive Limitation Policies, Board Governance Policies, as well as one Board-CEO-Relations Policy in accordance with the annual planning calendar. Changes are indicated in either bolding (to add) or strike-out (to delete). A new policy was reviewed at the committee level (B.26 Public Delegations) and will be presented to the Board at the upcoming November meeting. The Governance and Audit Committee recommends revisions to one policy: C.04, Membership on Other Bodies: In accordance with the Governance and Audit Committee s direction, the term Chief Executive Officer was changed to City Librarian/CEO throughout the entire policy. There is no change in intent. (Attachment 1a) Doc. 2 Governance & Audit Committee Report October 17, 2011 Page 1 of 6

2 B.10, Complaints & Inquiry Process: At the meeting of July 7 th, 2011, the Governance and Audit Committee identified the need to develop a new policy to establish a complaint process for OPL Board members. This policy has been created to ensure accountability and consistency when dealing with complaints and inquiries. (Attachment 1b) The following policies were reviewed and no changes are recommended: a) Executive Limitations Policies A.19.1 Fundraising: Acceptance of Donations A.19.2 Fundraising: Acceptance of Sponsorships A.19.5 Fundsraising: Issuance of Receipts A.19.6 Fundraising: OPL Naming Commemorative-Non-Commemorative b) Governance Process Policies B.20 Public Consultation B.24 Recognition of Departing Trustees Board By-Laws As part of the Board By-Laws renewal process, the Board By-Laws were reviewed by the Governance and Audit committee. The Board Bylaws are normally reviewed once every two years. The last review was completed on April 20, The Board Bylaws are normally reviewed once every two years. The last review was completed on April 20, At its latest committee meeting, the Committee made a number of recommendations with respect to the Board Bylaws. The proposed amendments are listed in detail in Document #3 Notice of Motion, Revision of OPL Board Bylaws. Attachments Doc. 2 Governance & Audit Committee Report October 17, 2011 Page 2 of 6

3 Attachment 1a OTTAWA PUBLIC LIBRARY BOARD POLICY TYPE: Board-CEO Relationship POLICY TITLE: Chief Executive Officer s Membership on Other Bodies DATE OF BOARD APPROVAL: December 5, 2002 DATE REVISED: POLICY NUMBER: C.4 DATE LAST REVIEWED: May 31, 2006September 22, 2011 MONITORING POLICY: Monitored annually in conjunction with City Librarian/CEO performance review The Chief Executive OfficerCity Librarian/CEO is encouraged to participate in other civic and libraryrelated bodies, in order to gain knowledge, be exposed to new viewpoints, and publicize the Library. Personal membership in these organizations (e.g. Canadian Library Association, American Library Association,) shall be the personal responsibility of the City Librarian/CEO. The CEO City Librarian/CEO will ensure that her membership or duties in any body will not bring the Library into disrepute, nor place her in a conflict of interest. As part of the CEO's City Librarian/CEO s annual performance review, the CEO City Librarian/CEO will review any major time commitments with other bodies to ensure these do not interfere with the performance of the CEOCity Librarian/CEO's duties. Doc. 2 Governance & Audit Committee Report October 17, 2011 Page 3 of 6

4 POLICY TYPE: Governance Process OTTAWA PUBLIC LIBRARY BOARD Attachment 1b POLICY TITLE: Complaint and Inquiry Process DATE OF BOARD APPROVAL: New Policy DATE REVISED: POLICY NUMBER: B.10 DATE LAST REVIEWED: New Policy MONITORING POLICY: No monitoring reports required for B policies. The Complaint and Inquiry Process policy is a commitment to hold the OPL Board accountable by responding to inquiries and/or responding to complaints at the most appropriate level. This policy ensures consistent messages are delivered by the OPL Board. Any Board member may make a complaint or inquiry. All complaints and inquiries will be treated with fairness, integrity and respect with consideration to OPL values. For the purposes of this policy, the Complaint Review Committee ( CRC ) consists of three participating members including the Chair, the Vice-Chair, and the CEO. Complaints 1. Complaint process A. Any board member who wishes to make a complaint shall contact the Chair, the Vice-Chair and the CEO in writing (print or electronic format) describing the nature of the complaint, and request a meeting with the three-person ( CRC ) for further discussion and review. B. In the event that the complaint involves the one of the Chair, the Vice-Chair, or the CEO, the complainant shall request a meeting with the two members of the CRC that are not subject of the complaint. C. In the event that the complaint involves two of the Chair, Vice-Chair and the CEO, the complainant shall request a meeting with the CRC members who is not the subject of the complaint, plus a Board-designated alternate. D. In the event that the complaint involves all three of the Chair, the Vice-Chair, and the CEO, the complainant shall request a meeting with the Board-designated alternate, plus one other Board member. Doc. 2 Governance & Audit Committee Report October 17, 2011 Page 4 of 6

5 2. Alleged or potential violation A. In instances of a complaint pertaining to an alleged violation, or a potential violation, of a board policy, the complainant shall discuss the nature of the complaint and provide any documentation or supporting evidence to provide a better understanding of the nature of the complaint. The CRC shall then be responsible for reviewing the matter in question and preparing a report summarizing all findings. In instances where it is deemed by the CRC that the complaint falls outside any reasonable interpretation of OPLB policy, it will be the CRC s responsibility to draft an information report for the Board at which time the complainant will have an opportunity to add his or her comments to the report being presented to the Board. 3. Pursuing a matter A. In pursuing a matter, the complainant shall contact the Chair and the City Librarian/CEO in writing, asking that the matter be discussed at an upcoming Board meeting. (Note: the matter may or may not be discussed and decided upon in camera.) B. In the event that the complainant wishes not to pursue the matter, the matter shall be considered concluded once the report has been presented to the Board as an information report. C. In the event that the final report being submitted to the Board states that the current policies of the Board need to be revised, the matter shall be referred to the Governance and Audit Committee for further review and consideration. D. In the event that the final report being submitted to the Board states that the current policies of the Board do not need to be revised, the CRC shall submit its report to the Board as an information report. Unless the complainant requests that the matter be added to an OPLB meeting agenda, the matter will be noted and will be considered concluded. 4. Confidentiality This policy has been developed to ensure the confidential and anonymous submission of material concerns regarding the violation or potential violation of a Board policy by a member of the Board. Through the submission of a complaint to the CRC, under no circumstances will members of the CRC release any information which identifies the Board member who submitted the complaint. All complaints will be received and handled in strict confidence. The CRC will keep a record of all complaints, the results of the investigation, the report provided to the complainant and to the CRC and any action taken as a result of such complaint. All records will be filed at the City Librarian s Office. Such records of such complaints will remain confidential and be used to enable the CRC to monitor any areas of concern. Inquiries 1. Inquiry process A. Any Board may request a meeting with the Chair and City Librarian/CEO to make an inquiry. In this case, the Chair and the City Librarian/CEO shall meet with the Board member about the inquiry, consider any supporting documentation provided by the board member, and provide a response. The Chair and/or the City Librarian/CEO will then respond to the inquiry in writing. At this point, the complainant either has the right to pursue the matter or bring the matter to a close. Doc. 2 Governance & Audit Committee Report October 17, 2011 Page 5 of 6

6 2. Pursuing a matter A. In pursuing a matter, the board member shall contact the Chair and the City Librarian/CEO, requesting that the matter be discussed at an upcoming Board meeting. (Note: the matter may or may not be discussed and decided upon in camera.) The matter will then be added to the next appropriate OPLB meeting agenda for discussion and decision. B. In the event that the board member wishes to bring a matter to a close, the inquiry response will be filed with the City Librarian/CEO and matter will be considered concluded. Doc. 2 Governance & Audit Committee Report October 17, 2011 Page 6 of 6