Policy on Committees of the Board of Directors
In order to carry out it’s mandate, the Board of Directors (herein after referred to as the Board) may establish and seek guidance from Committees of the Board as it deems necessary. The use of committees allows for issues to be studied in greater depth, the involvement of members not on the Board in the study of those issues, and the preparation of recommendations to the Board that enable the Board to operate effectively and efficiently.
1. Effective Date
This policy is effective as of April 20, 2013
2. Policy Objective
To outline roles, responsibilities, and procedures related to Committees of the Board not covered in Institute By-Laws, Regulations, and other policy.
3. Composition of Committees the Board
The composition of Committees of the Board is as defined in the Institute’s By-Laws.
An article, appropriately highlighted, will be placed in the fall issue of Communications listing all Standing Committees of the Board and inviting members interested in chairing or serving to so indicate by a date determined by the Board. The article will indicate that for the Member Services Committee, preference is normally given to the Chair of each Regional Training Committee. The article will also include an explanation of Friends of Committees. Volunteers will be asked to provide a summary as to why they wish to be on a Committee and what they could bring to the work of that Committee. Where volunteers express an interest to serve on more than one Committee, they will be asked to indicate their preferences in priority order. The article will contain the caveat that it may not be possible to place all members who respond on the Committees in which they have expressed an interest.
A listing of all Standing Committee volunteers will be submitted by the Executive Secretary to the Board of Directors’ meeting held immediately prior to the calendar year end. The list will be consolidated by committee, and will make note of any volunteers who also expressed an interest in chairing a committee.
The Chairs of Standing Committees are normally selected by the Board at the last meeting of the calendar year, to take office at the beginning of the next calendar year. Chairs of Standing Committees will be provided with the complete list of volunteers for their Committee. The list will include the volunteer’s Region, Group affiliation, Committee preferences, and any other supporting documentation forwarded by the volunteer.
At the first meeting of the calendar year, the Board will normally appoint the members of Standing Committees, taking into consideration the recommendations of the Chair of each Committee. The Chair of the Member Services Committee may also recommend to the Board of Directors the appointment of alternates to the Member Services Committee. With the exception of the Executive Compensation Committee, the membership (including the Chair) of a Committee of the Board will not normally consist of more than two (2) members of the Board and will normally include members from at least three (3) different Groups. The members of a Standing Committee remain in office until replaced by the Board.
Any member who requests to be on a Standing Committee and is denied that opportunity shall be informed as soon as possible after the Committee’s membership has been selected.
The Chair and members of Ad Hoc Committees are selected by the Board, and normally remain in office until the mandate of the Ad Hoc Committee is completed.
4. Selection Criteria
Committee Chair shall normally use these selection criteria:
(BOD – April 2013)
4. Mandate of Committees of the Board
Standing Committees of the Board shall have the mandate as specified in the Institute’s By-Laws.
Ad Hoc Committees of the Board shall have the mandate specified in the enabling motion to form the Ad Hoc Committee.
The Board may also require a Committee of the Board to consider any other matter not included in their mandate.
There is no authority vested in a Committee of the Board to change policy, expend funds, or to take executive action unless such authority is delegated by the Board.
5. Meetings of Committees of the Board
The number, timing, and location of Committee meetings will be as per the budget approved by the Board. Despite a meeting being scheduled, a meeting will only be held if there is sufficient business to conduct. Meetings will normally be held on any of Fridays, Saturdays or Mondays. Meetings are normally held in the most cost-effective location, except for one meeting per year, which may be held elsewhere in the Ottawa-Montréal-Toronto triangle. To facilitate a balance between union activities and family life, the availability of the members of the Committee will be taken into consideration in addition to the Board’s schedule when scheduling Committee meetings. When and where feasible, Committees are encouraged to use electronic means (such as e-mail, teleconferences, and video-conferences) to conduct the business of the committee in order to reduce the burden of travel on Committee members.
(BOD - December 2009)
Committee meetings, other than Closed Sessions, are open to any member of the Institute. Note that all meetings of the Executive Compensation Committee are held in closed session.
Simultaneous interpretation will be provided at Committee meetings, where members of the Committee have requested the service in advance of the meeting.
Internal documents to be discussed at Committee meetings will normally be available in the language of origin, or in the official language of a Committee member’s choosing, where such translation service has been requested by the Committee member. Documents received from outside the Institute will not normally be translated.
Minutes are taken at all Committee meetings. The minutes contain a short summary of the discussions that take place and a record of any decisions made. Minutes are reviewed and approved at the next Committee meeting. When necessary, the outcome of a Committee meeting, such as a recommendation to the Board will be distributed as soon as possible to the appropriate individual(s), prior to the approval of the minutes.
Notwithstanding the above, detailed minutes are not taken during Closed Sessions of a Committee. For each decision made during a Closed Session, the Committee shall determine whether the record of this decision shall be published. If the record for a decision is to be published, it shall be considered to be an integral part of the minutes of the Open Session. Violation of the confidentiality of Closed Sessions of Committee meetings shall be considered a matter subject to disciplinary action in accordance with Institute By-Laws and Regulations.
Draft minutes of Committee meetings are not distributed beyond the members of the committee. Approved minutes of Committee meeting are distributed to the members of the Committee, friends of the Committee, and others at the discretion of the Committee Chair, with notice of such distribution given to the members of the Committee.
Notwithstanding the above, approved or draft minutes of meetings of Committees of the Board are available to members of the Board at their request. At the discretion of the Committee, minutes of a Closed Session of the Committee may also be shared with the Board. Members of the Board are bound to the same confidentiality with respect to Closed Sessions of Committee meetings as they are to Closed Sessions of Board meetings.
6. Invitations to Attend Meetings of Constituent Bodies
From time to time, a member of a Committee of the Board may be invited to attend meetings of Constituent Bodies. The Chair of the Committee will submit any such requests to the Board. A member of a Committee of the Board cannot accept any such invitation until granted approval by the Board.
7. Roles and Responsibilities of Members of Committees
All members of a Committee of the Board are expected to participate, as required, in the work of the committee. Non-participation or prolonged absence from Committee meetings could lead to the removal of a member from a Committee.
Any member of a Committee cannot represent the Institute to any outside person or organization unless specifically authorized to do so by the Board or President.
8. Additional Roles and Responsibilities of Committee Chairs
In addition to the roles and responsibilities noted in the above section, Committee Chairs have the following additional roles and responsibilities:
9. Travel & Compensatory Salary
Travel expenses and salary replacement , in accordance with Institute policy, is paid to members of Committees of the Board for attendance at meetings of the Committee specified in the Committee’s approved budget, and for attendance at other meetings as authorized by the Board.
Members not on travel status will be entitled to claim meal expenses for one meal, in accordance with the Institute Policy. The meal must be directly connected to the committee meeting and be with other members of the committee.
(BOD - December 2009)
10. Committee Budgets
The authority of Committees of the Board to expend Institute funds is limited to those funds necessary for the functioning of the committee as outlined in the Committee budget approved by the Board.
In the preparation of the Committee budget, the Committee Chair must consider the action plan of the committee for the year in order to determine the number of meetings to a maximum of six (6) required for the committee during the year. That action plan must accompany the proposed budget when submitted to the Board for approval.
(BOD - December 2009)
Whenever feasible, Committee meetings should be held in Institute facilities.
The Committee budget should only include compensatory salary, travel expenses, and meal expenses for the Committee members. Items such as employee costs, mailing costs, tele-conference and video-conference costs, and translation and simultaneous interpretation costs should not be included in the Committee Budget.
Committee budgets should be submitted to the Executive Secretary’s office sufficiently in advance of the Board meeting at which they are to be approved to allow for a review of the proposed budget by the Finance Committee.
11. Institute Employee Support
Committees of the Board will be assigned Institute employee resources as required for the effective and efficient functioning of the Committee. Employee support may include administrative support and technical support. The type and level of resources provided is at the discretion of the President or Board, in consultation with the applicable manager. Where resources are assigned, the employees’ responsibilities include:
From time to time, there may be benefit in establishing a Sub-Committee of a Committee of the Board. The committee may make such a recommendation to the Board for their approval. The recommendation must include the applicable budget and the names of any members of the proposed Sub-Committee who are not members of the Committee.
Reviews of each Committee’s and Ad Hoc Committee’s terms of reference, membership, employee support and Chairs shall be done as required. Such reviews will provide a forum to hear, and to respond to, concerns, satisfaction levels, leaders’ and members’ abilities, competence and participation, in response to the changing needs of the organization, the Board of Directors and Institute members.
14. Friends of Committees
Committees of the Board may nominate Institute members as Friends of their Committee for approval by the Board of Directors. In special circumstances, Committees may nominate persons who are not members of the Institute as Friends of their Committee for approval by the Board of Directors.
A Friend of a Committee is normally an Institute member who is interested in the activities of the Committee, but who is unable to participate as an active member.
Friends of Committees receive notices of meetings, agendas and minutes of meetings, and may submit their comments and suggestions on items being discussed by their Committee. Friends of Committees are not members of the Committee. As such, then do no form part of a quorum nor can they vote in the deliberations of the Committee.
Friends of a Committee are not entitled to compensatory salary or the reimbursement of travel expenses.