2022 AGM Resolutions - Advisory Council
Presented to the PIPSC 103rd Annual General Meeting
B-2 By-Laws 17.1.3 and 17.6.1 - Composition of PIPSC Finance Committee (E)
Whereas PIPSC identifies in its statement on governance that, "The Institute has a parallel structure by Occupational Group and by Region. The structure by Group allows each bargaining unit to determine its bargaining priorities and strategies, and to deal with current concerns specific to its members’ profession"; and
Whereas the structure by Region allows the issues and interests specific to a particular geographic Region to be reflected in the Institute’s broader concerns; and
Whereas Committees study issues referred to them by the Board or provide advice and information on specific issues. The Committees formulate recommendations to the Board; and
Whereas the Finance Committee sets the fiscal roadmap of the Institute and as part of that process reviews the budgets of the Regions, Groups and Consultation Teams; and
Whereas none of the Finance Committee representatives are selected by the Groups or Consultation Teams,
Be it resolved that the Finance Committee be increased by two positions and those positions be filled by one Consultation Team representative and one Group representative, as recommended by the Advisory Council.
Be it further resolved that By-Laws 17.1.3 and 17.6.1 be amended as follows:
BY-LAW 17 COMMITTEES OF THE BOARD
17.1.3 Composition - All Committees shall consist of five (5) to seven (7) members, except the Finance Committee which shall consist of seven (7) to nine (9) members, and, unless otherwise specified, shall include one (1) member from each Region. The Finance Committee membership will also include two members recommended by the Advisory Council: one Group representative and one Consultation Team representative. Where there is a Vice-President liaison to a Committee, the Vice-President does not count as a member of the Committee. The Committee Chair shall not be considered a member of a Region.
17.6 Finance Committee
17.6.1 Composition - There shall be a Committee of the Board to be known as the Finance Committee
consisting of five (5) to seven (7) which shall consist of seven (7) to nine (9) members. The Chair shall not be a signing officer of the Institute.
Resolutions Sub-Committee Comment – As advised by the Finance Section, there would be a minimum cost of $8.6K to a maximum cost of $29.5K
P-1 Board Spending Oversight (E)
Whereas the AGM implemented a policy in 2020 that restricted the Board’s ability to spend over $500K without AGM approval; and
Whereas the AGM has given clear direction that it wants some oversight of Board decisions to spend amounts in excess of $500K; and
Whereas the requirement to come to the AGM, and the time delay this requires, may prevent the Board from being nimble in responding to evolving needs; and
Whereas it requires a significant expenditure to organize a Special AGM; and
Whereas the PIPSC Advisory Council meets a minimum of four times a year and is comprised of the Institute’s group and consultation presidents; and
Whereas the PIPSC Advisory Council could provide the intended oversight of these initiatives in a timeframe that allows the Board to continue to respond to the Institute’s ever changing needs,
Be it resolved that expenditures of more than $500K on new initiatives which cannot wait for the regular PIPSC AGM, can be referred to the PIPSC Advisory Council for approval and such approval shall be included in the Board and Advisory Council minutes.
Resolutions Sub-Committee Comment – As recommended by the General Counsel, the AGM Chair should be ruling this resolution out of order. The Board of Directors’ legislated fiduciary duty of care and duty of due diligence it owes to Institute members pursuant to the Canada Not-for-Profit Corporations Act (Act) cannot be delegated to the Advisory Council.