Policy on Committees of the Board of Directors
In order to carry out its 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.
The Standing Committees of the Board include:
- By-laws and policies Committee
- Elections Committee
- Elections Appeals Committee
- Executive Compensation Committee
- Finance Committee
- Human Rights and Diversity Committee
- Training and Education Committee
- Professional Recognition and Qualifications Committee
- Science Advisory Committee
- Information Technology Services and Projects Committee
1. Effective Date
This policy is effective as of March 10, 2017.
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 the Standing Committees of the Board is as defined in the Institute’s By-Laws.
4. Solicitation Process
An e-mail will be sent to all PIPSC members no later than October 31st inviting members who are interested in volunteering to serve as a member or friend of a Standing Committee of the Board, by a date so determined by the Board of Directors (usually on or about November 15th). Volunteers including friends, will be asked to complete a template application form which includes (amongst other things) the reasons why they would like to serve on a particular committee, the qualifications they bring to the committee, and the goals they would like to help the Committee accomplish.
Volunteers shall be limited to applying to two (2) Standing Committees of the Board, and must indicate their preferences in priority order.
Committee Chairs are normally selected from amongst the Regional Directors; however, members are also encouraged to put their names forward to serve as Chairs of the Committees. Any volunteer who has indicated a preference for Chair will automatically be considered for selection as a regular member of the particular committee. The Chair of the Committee will select the member volunteers for their own committee, taking into account the recommendations of each Region, and subject to Institute by-laws and policies.
Only volunteers who have complied with the due-process for nominations, such as the adherence to prescribed time lines shall be deemed to be eligible candidates.
An article, appropriately highlighted, will also 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.
There will be no solicitation process for members of ECC, or the Training and Education Committee, since Institute By-Laws and policies require that members of these committees be selected from members of the Board of Directors and/or the designated individual from the Chair of the Regional Training Committee respectively.
Board members are ineligible to put their names forward for either the Elections Committee, or the Elections Appeal Committee during a non-election year for the Board of Directors, or in an election year, if they plan to stand for election for any position on the Institute’s Board of Directors.
5. Selection Process for Committees of the Board
A listing of all Standing Committee volunteers shall be submitted by the Executive Secretary to all members of the Board of Directors in advance of the Board meeting held immediately prior to the calendar year end. The list shall be consolidated for each Standing Committee of the Board, and will highlight any volunteers who expressed interest in chairing the particular committee.
For greater certainty, members of the Board of Directors who wish to be considered as Chairs of a particular committee must normally have complied with the solicitation process stipulated for volunteers as described above.
The Chairs of Standing Committees shall normally be 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 a list of volunteers for their Committee, including the duly completed application form with the prescribed information.
The Board will normally appoint the members of Standing Committees at the first meeting of the calendar year in accordance with Institute by-laws and policies. The recommendations of the Committee Chairs and the Regions will normally be respected by the Board, except in situations where the Board provides reasonable justification for overriding their recommendations. Any member so denied shall receive, within 30 days of the decision, a written explanation from the Board of Directors, through the Executive Secretary. The written explanation shall include the input of the Committee Chair and the Regional Director.
The members of a Standing Committee remain in office until replaced by the Board.
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.
6. Selection Criteria
Committee Chair shall normally use these selection criteria:
- Renew 1/3 of the Committee each year;
- Members and Chairs should only be on one national 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 members of the Board, and will normally include members from at least three (3) different Groups;
- The length of service on a Committee of the Board shall be no more than five consecutive years;
- Due consideration should be given by the Regional Executive and Committee Chair to recommend the inclusion of at least two (2) new activists (i.e.: those that are not on group or Regional Executives already) each year.
- Members of a committee shall include regional representation pursuant to By-law 17.1.3.
7. 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.
8. Meetings of Committees of the Board
The number, timing, and location of Committee meetings will be as per the budget approved by the AGM. 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 and are normally held in the most cost-effective location. 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, and to minimize cost.
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.
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.
Minutes shall be taken at all Committee meetings. The minutes shall contain a short summary of the discussions, a record of any decisions made, including any action items. Minutes shall normally be 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.
Approved minutes of Committee meeting are distributed to the members of the Committee, friends of the Committee, and shall be posted on the Institute’s website. Notwithstanding the above, draft minutes of meetings of Committees of the Board are available to members of the Board at their request. 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.
9. 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 Institute. A member of a Committee of the Board cannot accept any such invitation until granted approval by the Institute.
10. 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 Institute.
11. 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:
- ensuring that their Committee fulfils its mandate as set out in the Institute By-Laws, other governance documents, and/or as determined by the Board;
- determining other goals for the Committee that align with the Institute’s strategic objectives, subject to the approval of the Board;
- recommending to the Board the membership of their Committees subject to the requirements of the Institute By-Laws and policies;
- authorizing expenditures within their Committee’s approved budget;
- establishing the agenda for their committee meetings in collaboration with committee members, and ensuring that there are sufficient matters pending to warrant a meeting prior to scheduling a meeting;
- providing written reports to the Board on the work of their Committees as required. Committee reports, including any recommendations or requests for decisions are submitted to the Executive Secretary’s office normally not less than 10 days in advance of the Board meeting at which they are to be presented;
- attending meetings of the Board to present their Committee reports when requested to do so by the Board;
- providing written reports to the Institute’s Annual General Meeting on the work of their Committee;
- providing a written report to the Board at the last meeting in the calendar year which specifically identifies completed objectives from the work plan, as well as a detailed status report of objectives that are in process at the end of the year;
- recommending to the Board the removal of a member from a Committee for non participation or prolonged absence from committee meetings.
12. 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.
13. 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 AGM.
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. Any requests for other expenditures shall include a detailed business case for approval by the EC or the Board.
Whenever feasible, Committee meetings should be held in Institute facilities.
14. 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 Institute, in consultation with the applicable manager.
Where resources are assigned, the employees’ responsibilities include:
- advising the Committee on the implications of its decisions;
- assisting the Chair in preparing meeting agenda, sending letters, drafting briefs, etc;
- keeping the Chair informed of any events, communications that affect the Committee;
- recording minutes of the meetings, including their distribution, unless a Committee member is appointed to do so;
- assisting the Chair in providing orientation to Committee members;
- carrying out tasks related to the mandate of the Committee, as assigned by the Committee
- liaising with their manager(s) with respect to the time commitment required to carry out their Committee related responsibilities
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.
16. Friends of Committees
Committees of the Board may nominate Institute members as Friends of their Committee for approval by the Board of Directors.
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, they do not 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.
Note that there are no “friends” on the ECC, the Elections Committee, or the Elections Appeal Committee.