Final Report of the Constitutional Review Committee

A M A P C E O Final Report of the Constitutional Review Committee Submitted to the Annual Delegates Conference through the Board of Directors and Provincial Council September 19, 2012

1. Introduction Executive Summary Final Report of the AMAPCEO Constitutional Review Committee September 19, 2012 The Constitutional Review Committee encourages all Delegates to read the full final report in order to understand the rationale underlying our recommendations. We have provided the following executive summary, however, to provide a brief outline of the report and a summary of its proposals. The Constitutional Review Committee (CRC) was established at the 2011 Annual Delegates Conference pursuant to Article 25.2(c) of the AMAPCEO Constitution, which requires the ADC to establish a special committee every five years to conduct a formal review of the entire Constitution and all by-laws. This is our final report, which we are required to deliver to the 2012 ADC. 2. Consultation and Review Process The CRC engaged in a process of broad member consultation and review, including: meetings; on-line surveys with the general membership and our activists; Provincial Council/Board updates; review of the reports of previous constitutional review committees; review of previous constitutional amendments; review of staff memos; review of individual member e-mails and comments; a review of a report prepared by one of AMAPCEO s Delegates; consultations with James Lochrie, AMAPCEO s Parliamentarian; and separate, personal consultations with AMAPCEO s two full-time executive officers, the President and the Vice-President. We delivered a 90% complete interim report to the Council in June and encouraged Chapter Chairs to discuss the report with their Chapter Executive Committees and the Board of Directors to discuss it among Board members. Our intention was to provide as much notice as possible of our direction and proposals so that all members would have sufficient time to submit their own constitutional amendments if they perceived gaps or deficiencies in our report. Although we made minor amendments to the narrative sections of the interim report, the substantive recommendations in the final report are essentially unchanged from the June version. Thus, members who wish to make recommendations that are not included in our report still have time to submit their own amendments prior to the September 28 th deadline by which constitutional amendments must be submitted in order to be placed on the ADC agenda. The CRC decided early in the process that it would keep the number of recommendations to a manageable level to allow members at the ADC not to be overwhelmed with too many constitutional amendments. It was also decided to structure the recommendations into three distinct categories: Specific Constitutional Amendments and Resolutions - changes that propose substantive amendments to specific areas of the Constitution. Proposals Recommended for Further Review by Other Bodies - recommendations on matters that we believed, because of complexity or the lack of time to give due diligence to the issue, the committee could not offer a specific amendment. i

Omnibus Technical Amendments - administrative or housekeeping changes, almost all of which were recommended by our Parliamentarian, James Lochrie, in order to modernize the Constitution and bring it in line with the newest changes in Robert s Rules of Order. 3. Specific Constitutional Amendments and Resolutions One of the consistent themes to emerge from our consultation process was the need for more attention to the building of broader leadership capacity in AMAPCEO. We are at a point, after twenty years, when the founding generation of leaders is, or soon will be, passing the torch to others and we need to create opportunities to ensure that members can obtain the experience and knowledge needed to move into more senior leadership roles throughout the organization. We believe the most obvious place to start is with the Board of Directors, partly because it is the senior leadership body in AMAPCEO (and thus can serve as a model for others), but also because of the current disparity between the length of service, knowledge and responsibilities of the two incumbent full-time executive officers compared with the other seven part-time Board members. Thus, our recommendations centre on the theme of empowering the entire Board of Directors in providing collective leadership to AMAPCEO. A. Director Roles and Responsibilities Noting that the Constitution currently spells out specific duties for the four executive officers but not for the five non-executive Directors, the CRC recommends a Constitutional amendment to add generic duties for all Directors, in part to strengthen their status as Directors, but also to give some constitutional support for the notion of broader sharing of responsibilities and decisionmaking at the Board level. Among the concepts now under discussion at the Board, and addressed in our amendment, is the assignment of portfolios of responsibility to individual Board Directors. B. Proposal to Remove the Current Prohibition Against Director Compensation With the assignment of increased responsibilities, such as portfolios, there might be an argument for providing a modest honorarium to Directors as compensation. The CRC is not proposing such an honorarium, but is recommending that the current prohibition against such compensation to Directors be rescinded and that the ADC essentially give itself the right, in the future (following appropriate advice from a compensation committee), to consider such a proposal, if warranted. The CRC is also proposing that if this amendment is adopted, the terms of reference of the Provincial Council s compensation committee (approved at last year s ADC) be amended to include Directors as well as executive officers. C. Creation of a Chief Administrative Officer Position The CRC is asking the ADC to endorse our proposal that the Board create a CAO position to assume, from the President, the management of the AMAPCEO office and staff. This would accomplish three important strategic objectives: (1) freeing the President to focus full-time on membership issues, such as the external role of the organization, public advocacy, building strategic alliances, liaising with the government and building membership engagement; (2) supporting shared leadership capacity on the Board, since the CAO would report to the entire Board; (3) by making the duties of the President more manageable and more focused on a broad ii

leadership role, the potential pool of candidates for the position becomes much larger, promoting greater opportunities for leadership and enhancing the democratic process. The report notes that the CAO model is common and has worked effectively at most other unions that represent professional employees and who are often used as AMAPCEO comparators. The recommendation proposes staging the creation of the position and the recruitment of the first incumbent over an 18-month period. D. Executive Committee of the Board The CRC recommends eliminating from the Constitution references to the Board s Executive Committee, on the grounds that the Board should be empowered to delegate responsibilities to its own committees and structure them appropriately. We are not recommending that the Executive Committee be abolished, but that its powers should be vested in the Board itself, with the Board authorized to re-create the Executive and/or to assign its responsibilities to other Board committees as it may determine from time to time. We do not believe there is a need to single out in the Constitution the responsibilities of just one of the Board s committees, but rather to permit the Board to create all of its own committees. 4. Proposals Recommended for Further Review by Other Bodies The CRC recommends that the Provincial Council establish a committee to look specifically at the larger issue of restructuring the governance structure of AMAPCEO, including, but not limited to: Chapter structure and size; How best to include members in the Broader Public Sector (BPS) bargaining units in Chapters; Respective roles of the Provincial Council and the Board of Directors; The size of the Board of Directors, particularly in the context of any changes to the role of Provincial Council. 5. Omnibus Technical Amendments The CRC asked our Parliamentarian, James Lochrie, to review the Constitution and provide advice with regard to technical or housekeeping amendments that would modernize the Constitution, bring it into compliance with the newest edition of Robert s Rules of Order and identify any wording that is ambiguous or unclear. A total of nine such amendments are being proposed for adoption and are listed in a table contained in Appendix C. 6. Conclusion The Constitutional Review Committee would like to thank all those members who took the time to respond to our surveys and who provided detailed comments and suggestions. This broad member engagement in the work of the committee has ultimately determined what we have proposed for the ADC s consideration. The members of the CRC feel confident that the recommendations in this report are in the best interests of the organization and will lead to a modern and flexible path for the future. We would like to thank the ADC for this opportunity to serve. iii

A M A P C E O Final Report of the Constitutional Review Committee September 19, 2012 TABLE OF CONTENTS PAGE i SECTION Executive Summary 1 Table of Contents 2 Introduction 3 Consultation and Review Process 3 A. Results of Member Consultations 4 B. Meetings 4 C. Timelines 5 D. Recommendation Categories 5 Specific Constitutional Amendments and Resolutions 6 A. Director Roles and Responsibilities 8 B. Proposal to Remove Prohibition on Director Compensation 10 C. Creation of Chief Administrative Officer Position 13 D. Executive Committee 16 Proposals Recommended for Further Review by Other Bodies 17 Omnibus Technical Amendments 18 Conclusion 19 Appendix A: Terms of Reference 20 Appendix B: Responses to Questions about the Creation of CAO Position 22 Appendix C: List of Omnibus Technical Amendments 1

A M A P C E O Final Report of the Constitutional Review Committee Submitted to the Board of Directors and Provincial Council September 19, 2012 1. INTRODUCTION The Constitutional Review Committee (CRC) was established at the 2011 Annual Delegates Conference pursuant to Article 25.2(c) of the AMAPCEO Constitution, which requires the ADC to establish a special committee every five years to conduct a formal review of the entire Constitution and all by-laws. Under the terms of reference approved by the ADC (included at Appendix A, on page 19), the committee is required to submit a final report to the 2012 ADC as well as quarterly interim reports to the Board and/or Provincial Council. The CRC previously reported at the January, April and June meetings of Provincial Council, with the June report taking the form of an Interim Report with full recommendations. The Interim Report was posted on the Members Only and Delegates sections of the AMAPCEO website and Chapter Chairs were encouraged to discuss the report with their Executive Committees and the Board of Directors were encouraged to discuss the report among Board members. This constitutes our fourth quarterly report, which we intend to submit as our final report to the ADC prior to the September 28 th deadline for submitting reports to the Board for the 2012 conference. The following five members were elected to the CRC at the November 2011 ADC: Ken Botari (Labour, Newmarket) subsequently elected as Chair David Bulmer (MOHLTC, London) Chris Goethel (Energy, Environment and Infrastructure, Toronto) Paul Rademacher (MNR, Peterborough) subsequently elected as Vice-Chair Bradley Shaw (OMAFRA, Guelph). Bradley Shaw resigned from the committee in May after accepting an acting assignment outside the bargaining unit. The CRC would like to thank Bradley for his contributions over the course of our first six months. Karen Cantoni and Michael Mouritsen provided staff advice and support to the CRC (Karen until last February, when she resigned from AMAPCEO). AMAPCEO s Parliamentarian, James Lochrie, also provided useful advice and, as indicated further below, conducted a separate review of the text of the Constitution. The committee is grateful to Karen, Michael and James for their advice and assistance. 2

2. CONSULTATION AND REVIEW PROCESS The process utilized by the CRC (Constitutional Review Committee) included meetings; on-line surveys with the general membership and our activists; Provincial Council/Board updates; review of the reports of previous constitutional review committees; review of previous constitutional amendments; review of staff memos; review of individual member e-mails and comments; a review of a report prepared by one of AMAPCEO s Delegates; consultations with James Lochrie, AMAPCEO s Parliamentarian, and separate, personal consultations with AMAPCEO s two full-time executive officers, the President and the Vice- President. A. Results of Member Consultations The CRC distributed a survey to all represented employees in December, announcing the review and seeking comments and suggestions in response to nine questions, each of which addressed a separate section of the Constitution. The survey was accessible via a link included in an e-mail sent to each member. A reminder e-mail was sent in early January. A total of 675 responses to the survey were received. The CRC then reviewed the responses, which identified a number of clearly recurring themes (listed below in no particular order of priority): A desire for a user-friendly, plain-language, modern Constitution that takes us through AMAPCEO s next 20 years; Rationalization of the Chapter structure (need to address disparity in size, ministry vs. regional representation, clearer role for Chapters, how to engage non-ops bargaining units); Term limits for executive officers; Need to develop clear paths for succession and capacity building within the organization; Look at how to engage both younger and retired members in the organization; Questions about why we still require members to sign up should it be automatic; Need to look at the size of the Board of Directors; Need to consider new voting procedures for the Board and Officers at the ADC; Questions whether the President should continue to be the CEO; Calls to review the relationship between, and respective authority of, the Board and Provincial Council. In February, the CRC sent an e-mail to all of AMAPCEO s volunteers and representatives (i.e., those most actively engaged in or exposed to the governance structure and more likely than most rank-and-file members to have thought about constitutional issues). This group of approximately 500 members, which included Chapter Chairs, Delegates, AMERC and Workplace Representatives, Health and Safety Representatives and Information Co-ordinators, were asked to comment specifically on the major themes that had been identified in the general survey, but also were invited to submit any additional comments or suggestions on any aspect of the CRC s mandate. 3

Following this consultation, the CRC then conducted its own section-by-section review of the Constitution, at which point the CRC was able to prioritize the issues and determine those issues, in our view: 1. That made sense for the CRC to address at this time; 2. That should be addressed by other bodies; 3. That are already being addressed by other bodies; and 4. That we felt did not require attention from the committee at this time. Examples of issues raised that are already being addressed by other bodies would include: a review of voting procedures (currently being reviewed by the Elections and Credentials Committee); and how to engage retired members in the organization (currently being looked at by the Board and its Pension Committee). Examples of issues that the CRC believed did not require its attention at this time were: the automatic sign-up of members (which was addressed as recently as two years ago by Delegates at the ADC); and the size of the Board of Directors (which the CRC concluded was appropriate when compared to the size of other union executive boards, based on a per member comparison). 1 The CRC is grateful to all members who took the time to comment. The members of the committee, however, take full responsibility for the recommendations, which we believe represent a balanced response to the major issues that were identified during the consultation process. B. Meetings A total of seven meetings of the Constitutional Review Committee (CRC) were held, including the initial teleconference shortly after the ADC in 2011. C. Timelines At the first face to face meeting, the CRC agreed that it was necessary to deliver a 90%-complete product to the Provincial Council (PC) at the June 2012 meeting. The CRC felt that this was necessary in order to allow the PC, and through them the membership, an opportunity to fully understand what the CRC will be recommending. Thus, members who wish to make recommendations that are not included in our report will have ample time to submit their own amendments prior to the September 28th deadline by which all constitutional amendments must be received in order to be placed on the ADC agenda. The CRC also wanted to allow enough time between the June and September PC meetings for the members to provide feedback on the draft report with an idea of finalizing the document for the delivery to the Board of Directors (BOD) in September 2012, as required by the Constitution. Although we made 1 Although see page 16, below, where we acknowledge that a review of Board size might be appropriate if the role and structure of Provincial Council are changed. 4

minor amendments to the narrative sections of the interim report, in order to provide clarity, the substantive recommendations in the final report are essentially unchanged from the June version. D. Recommendation Categories The CRC decided early in the process that it would keep the number of recommendations to a manageable level to allow members at the ADC to not be overwhelmed with too many constitutional amendments. It was also decided to structure the recommendations into three (3) distinct categories: Specific Constitutional Amendments and Resolutions: These recommendations involve the changes that propose substantive amendments to specific areas of the constitution. It was decided that these recommendations should be limited to no more than five or six manageable proposals, in part because they seemed to address the major themes identified in our consultation with members and in part because we felt we were able to give these issues proper consideration given the amount of time available. The committee concluded that, notwithstanding its establishment at one ADC with a mandate to report back at the next ADC, the amount of time actually available to complete the work is, in reality, no more than about nine months, since the deadline for submitting material to the Board for the ADC agenda is the end of September and time for meeting and consultation is limited in December and over the Summer. Proposals Recommended for Further Review by Other Bodies: This category includes recommendations on matters that the CRC identified as part of the review process but felt, because of complexity or the lack of time to give due diligence to the issue, the committee could not offer a specific amendment. The CRC, however, agreed to recommend, as appropriate, that these matters be properly addressed by another body within AMAPCEO. Omnibus Technical Amendments: This category would include administrative or housekeeping changes, almost all of which were recommended by the Parliamentarian in order to modernize the constitution and bring it in line with the newest changes in Robert s Rules of Order. These changes are intended to streamline the constitution and use plain language wherever possible. 3. SPECIFIC CONSTITUTIONAL AMENDMENTS AND RESOLUTIONS As noted earlier in the report, two of the recurring themes identified by both rank-and-file members and activist volunteers and representatives were proposals to implement term limits on executive officers and to develop clearer paths for succession and capacity building at all levels of the governance structure. The CRC (Constitutional Review Committee) views these proposals as part of a general expression of desire for more attention to the need to build broader leadership capacity in AMAPCEO. We are at a point, after twenty years, when the founding generation of leaders is, or soon will be, passing the torch to others. Although succession planning is not appropriate in a union that elects its leaders, it is important for any organization to have in place a process for orderly succession and part of such a process should involve the creation of opportunities to ensure that members can obtain the experience and knowledge needed to move into more senior leadership roles. 5

While term limits might seem attractive as a means of ensuring regular mandated turnover among officers, the CRC ultimately concluded that such limits are essentially undemocratic and interfere with the membership s right to choose its leaders. The CRC believes that a more comprehensive approach would be to ensure that individual members of the Board of Directors share more of the leadership role that is now exercised almost exclusively by the two full-time executive officers (the President and the Vice-President). While it is understandable how such a situation has developed, given both the length of term of the two current full-time incumbents and their full-time status, it is simply not healthy for the organization to have so much responsibility and knowledge invested in just two members and it is certainly not sustainable if AMAPCEO is to evolve in the future. While our concern with succession and capacity building extends to all levels of the organization, we believe the most obvious place to start is with the Board of Directors, partly because it is the senior leadership body in AMAPCEO (and thus can serve as a model for others), but also because of the current disparity between the length of service, knowledge and responsibilities of the two incumbent full-time executive officers compared with the other seven part-time Board members. It is timely to start this process of building capacity now and the Delegates have an excellent opportunity to enable such change to be implemented sooner rather than later. Thus, the CRC is proposing a series of recommendations around the theme of empowering the entire Board of Directors in providing collective leadership to AMAPCEO. A. Director Roles and Responsibilities Although the Constitution speaks to the duties of the four executive officers (in Articles 31 through 34), there is no mention of specific duties or responsibilities for the five non-executive Directors. The CRC believes this is an omission that needs to be rectified, for the reasons mentioned above. Thus, we are proposing a constitutional amendment to add generic duties for all Directors, in part to strengthen their status as Directors, but also to give some constitutional support for the notion of broader sharing of responsibilities and decision-making at the Board level. One proposal (which we understand has already been discussed at the Board for some time but that has not yet been implemented) is the assignment to individual Board members of specific portfolios of responsibility. 2 Our review of the constitutions and policies of other bargaining agents indicate that such a portfolio model is common elsewhere, partly as a way of sharing the workload at the Board level, but also as a means of exposing all Board members to the issues, knowledge and skill-set that would be required for someone to step up to an executive officer position. The CRC does not believe the Delegates should be too prescriptive, however, since each Board will want to determine the specific portfolios depending on priorities that will change from year to year. 2 Although some, but not all, Directors now act as a liaison to a Board committee, a portfolio, as we understand it, would be a more formal recognition of lead responsibility for a policy area, a function or a special project that may not necessarily correspond to the parameters of a specific Board committee. 6

RECOMMENDATION: THAT the Delegates approve the following amendment to add a new Article 35 to the Constitution, immediately following Article 34, describing duties of Directors, and that the current Article 35 and subsequent Articles be re-numbered accordingly. 3 It is also recommended to change the heading immediately before Article 31 from Duties of Officers to Duties of Members of the Board of Directors to more accurately describe the amended section. This amendment will require a two-thirds vote for adoption. Current Article Proposed Amendment (add or delete) Revised Article if Amendment Adopted [Heading prior to Article 31] Duties of Officers [Re-number current Article 35 and insert a new Article 35 immediately before it.] [Heading prior to Article 31] Duties of Officers Members of the Board of Directors 35. Directors Directors on the Board of Directors shall: (a) Provide oversight and approval of policies, budgets and plans; (b) Collectively, exercise the specific responsibilities and authority given to the Board of Directors in this Constitution and any Bylaws; (c) Individually, assume specific leadership responsibilities or portfolios, as may be determined by the Board from time to time, including, but not limited to: chairing the Board and Board [Heading prior to Article 31] Duties of Members of the Board of Directors 35. Directors Directors on the Board of Directors shall: (a) Provide oversight and approval of policies, budgets and plans; (b) Collectively, exercise the specific responsibilities and authority given to the Board of Directors in this Constitution and any Bylaws; (c) Individually, assume specific leadership responsibilities or portfolios, as may be determined by the Board from time to time, including: chairing the Board and Board committees, acting as a 3 An omnibus resolution to authorize the re-numbering of Articles to correspond to the changes ultimately approved by the Delegates is proposed at the end of the technical amendments contained in Appendix C of this report (see page 31). 7

committees, acting as a Board liaison or representative on other committees, leading a functional responsibility in the Association, representing AMAPCEO at events and/or leading a special project. Board liaison or representative on other committees, leading a functional responsibility in the Association, representing AMAPCEO at events and/or leading a special project. B. Proposal to Remove Prohibition on Director Compensation Although the CRC found little support for creating more full-time officer positions, we believe that, with the assignment of increased responsibilities or portfolios to Directors, there might be an argument for compensating the non-executive Board members with an honorarium not unlike the modest part-time stipend now paid to the Secretary and the Treasurer (currently approximately $12,000 per year to each of them). The existing provisions of Article 65, which addresses Board compensation, seem to deal only with executive officers, however, so we are proposing a clarification to that Article that would enable the payment of compensation to any Board member, following the appropriate review by the new compensation committee of Provincial Council and after approval by the Delegates. The CRC heard two major arguments in favour of opening up the option of possible compensation for the non-executive Board members: Some Directors could potentially have responsibilities (both now and in the future) that are at least as onerous and time-consuming as those assigned to the two part-time executive officers (the Secretary and the Treasurer), but without any mechanism for being compensated for those duties in the form of an honorarium. Although the Board now has the option of providing additional leave time to Directors to enable them to fulfill additional responsibilities, some Directors have indicated that this really doesn t help them, since the work in their home positions simply piles up and awaits them when they return from leave. Additional compensation in the form of an honorarium would at least go some distance towards recognizing the time spent working for AMAPCEO outside normal working hours. We want to be clear, however, that the intention of this amendment is only to enable the option of paying compensation, not to actually authorize it, since we believe a specific proposal should only come forward after new responsibilities, such as portfolios, are implemented and after there has been some experience with the new system in terms of workload, time commitment, etc. Our proposed amendment, therefore, only suggests removing the prohibition against possible compensation, leaving it to a future ADC to consider a recommendation, if one is brought forward, to pay any compensation. In other words, the recommendation is to permit the option of payment, and does not address the need to actually provide it. 8

RECOMMENDATION: THAT the Delegates approve the following amendment to amend Article 65. This amendment will require a two-thirds vote for adoption. Current Article 65 65. The compensation structure of Officers shall be set by the Delegates Conference after receiving a report from a compensation committee. No member of the Board of Directors shall receive remuneration for duties performed as a Director, but Directors may receive reasonable reimbursement of expenses incurred while performing such duties in accordance with the Association s expense reimbursement policy. Proposed Amendment (add or delete) 65. The compensation structure of Officers members of the Board of Directors shall be set by the Delegates Conference after receiving a report from a compensation committee. No member of the Board of Directors shall receive remuneration for duties performed as a Director, but Directors may receive reasonable reimbursement of expenses incurred while performing such duties in accordance with the Association s expense reimbursement policy. Revised Article if Amendment Adopted 65. The compensation structure of members of the Board of Directors shall be set by the Delegates Conference after receiving a report from a compensation committee. Directors may receive reasonable reimbursement of expenses incurred while performing such duties in accordance with the Association s expense reimbursement policy. If the above amendment is adopted, the CRC recommends that the Delegates adopt the following technical change to the compensation resolution that was adopted at the November 2011 ADC (directing Provincial Council to enact a by-law establishing an Executive Officer Compensation Committee): BE IT RESOLVED THAT the 2011 resolution directing the Provincial Council to enact a by-law establishing an Executive Officer Compensation Committee be amended (a) to change the name of the committee from Officer Compensation Committee to Board Compensation Committee and (b) to include in the committee s terms of reference compensation paid to any Board member, not just executive officers. This resolution will require a majority vote for adoption. 9

C. Creation of Chief Administrative Officer Position As noted earlier, one of the consistent themes in the many comments and suggestions we received from members was the need to position AMAPCEO as an organization that firmly looks forward to the future, with a modern structure and an engaged membership. It is not a negative comment to observe that the founding generation of activists has consistently and effectively held leadership positions throughout AMAPCEO s first two decades and that the Association now needs to prepare for the next generation of leaders. The founding leaders assumed their responsibilities when there was no physical office and no staff. It made sense, as the organization grew, for elected officials to take on various staff and management functions. In a maturing organization, however, we believe a clearer distinction is required between operational and policy functions. Indeed, this was the basis of the last major organizational review ten years ago, when the Board decided it would adopt the Carver governance model and function as a policy board, leaving the administration of the office to a management team that consisted of the three staff managers and the President, with the President in turn reporting on management matters to the Board. 4 We believe it is now time to revisit this model and take it to its logical next step by acting on a proposal that was put forward by a number of members during the consultation process (and that has also been recommended in two earlier constitutional reviews in 2001 and in 2002). It s time to create the role of Chief Administrative Officer (or CAO), a staff position that would report to the Board and to whom all other staff in the office would report. This would mean separating the management of the office and its operations from the President s responsibilities, thereby achieving two significant strategic objectives: Unleashing the President to focus full-time on membership issues such as the external role of the organization, public advocacy on behalf of members, building strategic alliances, liaising with government, building membership engagement and moving the organization forward strategically. Supporting shared leadership capacity on the Board of Directors, since the CAO would report to the entire Board, not just the President. An important additional consequence of such a separation of responsibilities, however, is that, by making the duties of the President more manageable and more focused on a broad leadership role, the potential pool of candidates for the position becomes much larger, promoting greater opportunities for leadership in the organization, as well as enhancing the democratic process. Thus, the CRC believes the creation of a CAO is of a piece with the proposal to create Board portfolios and build leadership capacity throughout AMAPCEO. In a review of the structures of other bargaining agents, there appear to be two clear administrative models: those in which the President functions both as Chief Executive Officer and Chief Administrative Officer and those with a separate Chief Administrative Officer or Executive Director model, in which all staff report, either directly or through multiple managers, to a senior staff person, who in turn is 4 At its annual planning retreat in 2002, the Board held a facilitated discussion on Board governance, concluding that Dr. John Carver s approach should guide the Board s governance philosophy. Please see the 2002 Annual Report of the AMAPCEO Board of Directors, which is posted on the website, for a full discussion of this issue. 10

accountable to the Board for the day-to-day administration of the organization. These latter organizations distinguish between an elected President, who is also typically the CEO, and a senior staff manager who functions as a CAO (regardless of actual title). Examples of the former (i.e., President as both CEO and CAO) include AMAPCEO and OPSEU. In OPSEU, for example, there are six senior managers (called Administrators ), five of whom report directly to the elected President and one (the Financial Administrator) who reports directly to the elected Executive Vice-President/Treasurer. There appear to be many more examples, however, of unions that utilize the CAO model, particularly among bargaining agents representing professionals (many of whom AMAPCEO routinely uses as comparators): The five Ontario teacher federations, all of whom have an appointed General Secretary, who is responsible to the Board for the administration of the office (or secretariat) and to whom all staff report; The university faculty associations (OCUFA provincially and CAUT federally), which have an Executive Director who manages the office and staff; The Ontario Provincial Police Association (OPPA), which employs a CAO who manages the office and staff; The Ontario Nurses Association, which actually distinguishes between an elected President, who chairs the Board, and an appointed CEO, who manages the operations and to whom all staff report; The Society of Energy Professionals (representing employees at Ontario Power Generation and Hydro One), where all staff report to a Staff Manager, who in turn reports to the elected Board; PIPSC (Professional Institute of the Public Service of Canada), representing most federal government professionals, which just recently moved to a Chief Operating Officer model, in which all staff report through four senior managers to the COO, except for a few staff who report to the President (the President s Executive Assistant, the in-house legal counsel and a policy advisor); CAPE (Canadian Association of Professional Employees), which represents economists and statisticians working for the federal government, which recently adopted an Executive Director model, initiated by the President explicitly to free him from having to manage the office and staff. The CRC believes our President should continue to be the Chief Executive Officer and should remain a full-time officer, but that the position should no longer have direct responsibility for running the office, a function that should be assigned to a professional manager. The CAO would obviously work closely with and support the President on a day-to-day basis, but there would be a clear delineation of responsibilities, as there is at the other unions mentioned above that follow this model. The President would report and be accountable to the Board for his or her responsibilities and the CAO would report and be accountable to the Board for the responsibilities assigned to the CAO. The CRC knows that this proposal may be controversial with some Delegates, so we have addressed some of the questions that were raised with us about the CAO proposal during our consultations, contained in Appendix B, found at page 23. The CRC believes, however, that controversy is not a sufficient reason to avoid giving the proposal serious consideration, particularly if the potential value for the organization is so significant. It also seems potentially disruptive to the organization to essentially have its chief administrative officer determined by a presidential election every two years, as is currently the case. 11

The CRC believes this proposal will strengthen the role of the Board, will help build leadership capacity, will open up the presidency to a broader range of candidates and will free up the President to focus fulltime on the real interests of the organization and its membership. Our proposal is in the form of a policy resolution because, at this stage, we do not see the need to amend the Constitution itself, although it is possible that, after a CAO is appointed, the Board may want to propose further housekeeping amendments as a result of the experience of working with the position. RECOMMENDATION The Committee, therefore, recommends that the Delegates adopt the following resolution. BE IT RESOLVED THAT: 1. This ADC endorses the proposal that the Board of Directors should create a new staff position of Chief Administrative Officer (or CAO), with responsibilities as described in Paragraph 3, below, and calls on the Board to take the necessary steps to create the position no later than December 31, 2013. 2. The ADC recommends that the Board retain the services of a professional consulting firm to draft a formal job description for the position, to advise on an appropriate salary range and other contractual arrangements for the position and to assist in the recruitment of the first incumbent. Funds required to pay for the services of the consulting firm shall be taken from the contingency funds in the 2013 annual operating budget. 3. The role and responsibilities of the CAO will include, but not be limited to, the following basic elements: a. The position will be appointed by and report directly to the full Board of Directors; b. The CAO will be the principal staff advisor to the Board, the Provincial Council and the ADC; will recommend policies and plans to the governing bodies; and will be accountable for implementing all policies and plans as approved by the governing bodies; c. The CAO will be entitled and expected to attend, with voice but not vote, at all meetings of the Board, Provincial Council and the ADC, with the exception of those meetings (or portions of meetings) at which the CAO s own personal contractual arrangements or compensation, or any other matter in which the CAO may have a perceived or actual conflict of interest, are to be discussed. d. All employees of the Association will report ultimately to the CAO, who will manage the AMAPCEO office according to relevant policies established by the Board of Directors. 4. As one of the necessary steps referred to in Paragraph 1, above, the Board will submit a recommended budget to fund the salary, benefits and other costs for the CAO position at the 2013 ADC as part of the proposed annual budget for fiscal 2014. 5. The Board shall make best efforts to recruit and fill the position of Chief Administrative Officer no later than July 1, 2014. This resolution will require a majority vote for adoption. 12

D. Executive Committee The CRC suggests the elimination of all references in the Constitution to the Board s Executive Committee. We want to be clear that we are not recommending the abolition of the Executive Committee, but we are recommending that the Board of Directors itself should ultimately be the vested body for the duties now given to the Executive Committee, with the Board being allowed to delegate some or all of those duties to one or more committees as it sees fit. We do not believe there is a need to single out in the Constitution the responsibilities of just one of the Board s committees, but rather to permit the Board, as it may determine from time to time, to create all of its own committees. The proposal to remove the Executive Committee from the Constitution, therefore, empowers the Board to have greater control over its committees. The Board can then decide whether to re-establish the Executive Committee, which it might reasonably be expected to do, which of its members should sit on the committee and which responsibilities should be delegated to it, as is the case with all other Board committees. It is possible, for example, that some of the functions currently assigned to the Executive Committee, such as personnel matters or investment decisions, could be assigned to other Board committees. This proposal would also address a criticism that is occasionally levelled at our Constitution, namely, that it is too detailed and prescriptive; that it contains a level of specificity that should properly be found in by-laws or in Board policies, rather than in the fundamental governance document of the organization. Arguably, the role, terms of reference and size of a Board Executive Committee should be determined by a Board policy that can be amended relatively easily as changing circumstances might require. RECOMMENDATION: THAT the Delegates approve the following amendments to rescind references to the Executive Committee of the Board, to take effect on March 1 st, 2013 (thereby giving the Board sufficient time to re-establish the committee, if desired, or otherwise to amend relevant Board policies that refer to the Executive Committee). This amendment will require a two-thirds vote for adoption. Current Articles Executive Committee 50. The Executive Committee of the Board shall consist of the President, Vice-President, Secretary and Treasurer. 51. Meetings of the Executive Committee shall be held at the call Proposed Amendment (add or delete) Executive Committee 50. The Executive Committee of the Board shall consist of the President, Vice-President, Secretary and Treasurer. 51. Meetings of the Executive Committee shall be held at the call Revised Article if Amendment Adopted None. 13

Current Articles of the President or at the request of at least two other members of the committee. Reasonable notice shall be given by any reasonable means of the time, date and place of any meeting of the committee. Meetings may take place by simultaneous remote access. The President shall chair the committee, preside at all meetings and rule on any procedural questions. Each member of the committee present (whether by simultaneous remote access or in person) shall be entitled to one vote on any question. A quorum for the committee shall be three members. For purposes of clarity, proxy voting is not permitted at meetings of the Executive Committee. 52. The committee may, by resolution adopted by majority vote, adopt rules of procedure to govern its meetings. Once adopted, any such rules shall be reported to the next meeting of the Board of Directors. 53. The Executive Committee shall be responsible for the day-to-day management of the Association s office in accordance with policies and practices approved by the Board or the Delegates. The committee shall function as the Board s personnel committee. The committee will have authority to approve expenditures in accordance with the general provisions of the approved budget of the Association. The committee has the authority to appoint any member of the Board of Directors to certify a specific document. Proposed Amendment (add or delete) of the President or at the request of at least two other members of the committee. Reasonable notice shall be given by any reasonable means of the time, date and place of any meeting of the committee. Meetings may take place by simultaneous remote access. The President shall chair the committee, preside at all meetings and rule on any procedural questions. Each member of the committee present (whether by simultaneous remote access or in person) shall be entitled to one vote on any question. A quorum for the committee shall be three members. For purposes of clarity, proxy voting is not permitted at meetings of the Executive Committee. 52. The committee may, by resolution adopted by majority vote, adopt rules of procedure to govern its meetings. Once adopted, any such rules shall be reported to the next meeting of the Board of Directors. 53. The Executive Committee shall be responsible for the day-to-day management of the Association s office in accordance with policies and practices approved by the Board or the Delegates. The committee shall function as the Board s personnel committee. The committee will have authority to approve expenditures in accordance with the general provisions of the approved budget of the Association. The committee has the authority to appoint any member of the Board of Directors to certify a specific document. Revised Article if Amendment Adopted 14

President Current Articles The President of the Association shall: 31 (b) Chair meetings of the Executive Committee; 31(c) In consultation with the Secretary of the Association, prepare the agenda for meetings of the Executive Committee and the Board of Directors. Secretary The Secretary of the Association shall: 33 (a) Function as the corporate secretary of the Association and its various central governing bodies, including the Delegates Conference, the Provincial Council, the Board of Directors and the Executive Committee; 33(b) Be responsible for ensuring that proper notice is given of meetings of the Delegates, the Provincial Council, the Board of Directors and the Executive Committee.... 44. The Board of Directors may delegate authority for specific matters to the Executive Committee or to any Officer of the Association provided that any authority delegated to the Board by the Delegates Conference is not further delegated without the prior permission of the Delegates Conference. President Proposed Amendment (add or delete) The President of the Association shall: 31 (b) Chair meetings of the Executive Committee; 31(c) (b) In consultation with the Secretary of the Association, prepare the agenda for meetings of the Executive Committee and the Board of Directors. Secretary The Secretary of the Association shall: 33 (a) Function as the corporate secretary of the Association and its various central governing bodies, including the Delegates Conference, the Provincial Council, and the Board of Directors and the Executive Committee; 33(b) Be responsible for ensuring that proper notice is given of meetings of the Delegates, the Provincial Council, and the Board of Directors and the Executive Committee.... 44. The Board of Directors may delegate authority for specific matters to the Executive Committee a Board committee or to any Officer of the Association provided that any authority delegated to the Board by the Delegates Conference is not further delegated without the prior permission of the Delegates Conference. Revised Article if Amendment Adopted President The President of the Association shall: 31(b) In consultation with the Secretary of the Association, prepare the agenda for meetings of the Board of Directors. Secretary The Secretary of the Association shall: 33 (a) Function as the corporate secretary of the Association and its various central governing bodies, including the Delegates Conference, the Provincial Council and the Board of Directors; 33(b) Be responsible for ensuring that proper notice is given of meetings of the Delegates, the Provincial Council and the Board of Directors.... 44. The Board of Directors may delegate authority for specific matters to a Board committee or to any Officer of the Association provided that any authority delegated to the Board by the Delegates Conference is not further delegated without the prior permission of the Delegates Conference. 15