The Professional Institute of the Public Service of Canada
The Professional Institute of the Public Service of Canada
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SERVICE AGREEMENT

BETWEEN: PROFESSIONAL INSTITUTE OF THE PUBLIC SERVICE OF CANADA

      (the “Institute” or “PIPSC”)

AND:           NAME

                  (the “President”)

WHEREAS the relationship between the parties governed by this Agreement is contingent upon the President having been validly elected by the membership of the Institute and holding the office of President in accordance with the applicable Policies, Bylaws and Regulations as amended from time to time, the Parties agree as follows:

  1. Duties, Obligations and Authorities
    1. The President accepts the obligations, duties and authorities contained in By-Laws 19 and 23.1 of the Institute’s Bylaws and Regulations, the Policy on President and Vice-Presidents and the Position Description as may be amended from time to time.
    2. The President is required to ensure that the business of the Institute is conducted in accordance with such policies and directives that may be established by General Meetings or the Board of Directors.
    3. The President is obligated to perform the tasks assigned to him/her in a competent fashion, to behave in a respectful manner towards all members and employees of the Institute, to be loyal to the Institute and to act always in the best interests of the Institute in all of his/her dealings. 
    4. The President is responsible for the direction, supervision and discipline of the Vice-Presidents, in accordance with the Institute’s Policies, Bylaw and Regulations. 
    5. Allegations against the President of misconduct and breach of the obligations set out in this Agreement, the Policies and Bylaws and Regulations of the Institute shall be dealt with by the Board of Directors as outlined in the Policy on President and Vice-Presidents Terms and Conditions (Appendix 2). Any discipline imposed on the President by the Board may be appealed pursuant to Part G of the Dispute Resolution and Discipline Policy.
    6. Other Duties: Pursuant to Clause 19.2.1 of Bylaw 19, the President shall be the Chief Executive Officer, Chair of the Board and Chair of the Executive Committee and may chair other Committees as designated in the By-Laws. The President is an ex-officio member of all Committees except where excluded by the By-Laws and Regulations. In addition, the President shall have official signing authority.
  2. Terms and Conditions of Service
    1. The terms and conditions of the President’s contract with the Institute are governed by the Policy on President and Vice-Presidents, the Bylaws and Regulations, the Dispute Resolution and Discipline Policy and any other relevant Institute policy, as amended from time to time.  Where there is a conflict between the Bylaws and Regulations or a relevant policy and this contract, the Bylaws and Regulations or the relevant policy shall prevail.
    2. The terms and conditions for the President will be reviewed by the Executive Compensation Committee on a triennial basis (on the year of the Presidential election) and shall be approved by the Board of Directors, prior to the publication of the Notice of Election in the year of a Presidential election. 
    3. No changes in these terms and conditions, with the exception of economic adjustments and personal allowances shall take effect between triennial reviews. 
  3. Salary 
    1. The salary ranges for the President shall be determined by the Executive Compensation Committee (“ECC”) of the Board in accordance with the Policy on President and Vice-Presidents (as amended from time to time) and shall be published in the Notice of Election/Call for Nominations. 
    2. An economic increase to the salary ranges for the President will be reviewed by the ECC on a yearly basis and shall be determined by the Board in accordance with the Policy on President and Vice-Presidents.  
  4. Expenses
    1. Travel expenses for the President will be provided as set out in the Policy on the Institute’s Board of Directors Article 10. The President may travel Business Class if desired.
    2. Hospitality expenses for the President and Full-Time Vice Presidents are described in the Policy on the Institute’s Board of Directors Article 11.
    3. The President will receive a Personal Allowance which covers travel, parking and taxis in the headquarters area (16 km radius).   The ECC will review the amount of the Personal Allowance on an annual basis to determine if changes are necessary.
    4. Office related expenses that are not defined in the policies are limited to a maximum of $250. per claim and will require a completed expense claims submitted on a monthly basis to the Finance Section.
    5. No direct payment of credit cards will be made.
    6. Expense accounts are subject to the review of the Finance Committee, under the authority of the Board.
  5. Hours of Work
    1. It is understood that the President’s hours of work will vary from day to day and week to week, depending upon the President’s commitments.
    2. The President is not entitled to overtime payment or other special compensation for hours worked.
  6. Telework
    1. The President may be required to perform work remotely from time to time, as reasonable, based on operational requirements.
  7. Annual Leave
    1. The President is entitled to six (6) weeks annual leave.  This leave will include time off for vacation, marriage leave, moving, medical appointments and family responsibilities. 
    2. Carryover is limited to two weeks, unless otherwise limited by law.
    3. All annual vacation requests of 16 days or more must be approved in advance by the Board.
    4. Bereavement leave (as defined by the Institute’s policy for staff) will be approved as required for the President.
    5. Leave requests for the President will be signed off by the Chief Operating Officer & Executive Secretary.
  8. Sick Leave
    1. The President will be provided with a Sick Leave bank of thirteen (13) weeks per term of office.  Sick days will be deducted from this bank as they are used.  Medical certificates may be requested, as necessary.  
    2. If the President is unable to fulfill his/her elected responsibilities for a period exceeding the 13 weeks he/she will be provided with the option to return to his/her substantive position and apply for the employer’s existing income protection program or remain on leave without pay.  
    3. Access to the Institute’s Long Term Disability Benefits will not be provided.  However, the Institute will pay the Employer’s share of the Long Term Disability Insurance premium on behalf of the President provided he/she is on leave of absence from his/her substantive employer.
    4. Unused Sick Leave Banks will be forfeited at the end of each term.  There will be no carryover of any unused Sick Leave bank from one elected term of office to another.
  9. Absence from Work
    1. The President shall give notice to the Board for any planned or scheduled absence from work of 5 days or greater at least 2 weeks prior to the leave commencing. For unplanned or unscheduled leaves or absences from work, the President shall provide notice to the Board as soon as reasonably practicable.
  10. Statutory Holidays
    1. The Institute shall provide to the President all statutory holidays normally observed by the Institute.
    2. The following days shall be designated paid holidays: 
      1. New Year's Day 
      2. Good Friday
      3. Easter Monday 
      4. the day fixed by proclamation of the Governor-in-council as the Sovereign's Birthday 
      5. Canada Day 
      6. first Monday in August 
      7. Labour Day
      8. the day fixed by proclamation of the Governor-in-Council as Thanksgiving 
      9. Remembrance Day 
      10. Christmas Day 
      11. Boxing Day
      12. all regularly scheduled working days between Boxing Day and New Year’s Day
  11. Benefits
    1. In accordance with the Policy on President and Vice-President, the Institute will maintain the insured benefits for Health Care, Dental, Life Insurance and Long Term Disability Insurance from the President’s substantive employer for his/her term in office.  The employer’s contributions to these plans will be paid by the Institute for the President on an approved leave of absence.
    2. An annual wellness gift of up to $500 will be provided directly to the supplier of the service or item.  The wellness gift provisions are described in the Institute’s policy for staff.
  12. Pension Plan
    1. The President shall be offered inclusion in the Supplementary Pension Plan and PIPSC pension plan.  This means that the President will receive a pension based on his/her substantive salary in the Public Service plus a pension from PIPSC based on the difference between his/her Public Service Pension and his/her salary as President for the years as a President.
  13. Superannuation
    1. The Institute shall pay the employer’s portion of contributions to the superannuation account if the President is on leave without pay from the Public Service.  This payment is determined by the rate of pay the President would have received had he/she maintained his/her service with the Public Service.
  14. Language Training
    1. Subject to Board approval, intensive language training will be provided to the President as needed.
  15. Professional Dues
    1. Professional dues for one relevant designation or association shall be paid for the President on an annual basis.
  16. Duration and Termination
    1. This Agreement shall remain in place for the duration of the President’s term, which is three years, or a shorter term if he/she is removed by the membership prior to the expiry of that three year term, or if this Agreement is terminated in accordance with its provisions prior to the expiry of that three year term.
    2. This Agreement may be terminated in accordance with the applicable Bylaws and Regulations and policies of the Institute and in accordance with the applicable termination and benefits continuation requirements for employees under the Ontario Employment Standards Act, 2000 (“the ESA”) as amended, notwithstanding s. 3(5)(9) of the ESA. Where termination is for just cause no notice or pay in lieu thereof shall be required. In all other cases, this Agreement may be terminated upon the provision of the minimum statutory requirements for notice, pay in lieu thereof and benefits continuation, as applicable under the Ontario Employment Standards Act, 2000 as amended. This shall constitute the President’s entire entitlement on termination or severance of the contract and it is the parties’ intent that the President, in such a case, shall have no entitlement to notice or pay in lieu of notice at common law.
    3. For clarity, the expiry of the President’s three year term in office (assuming no re-election) does not constitute “termination” for the purposes of the previous clause and does not give rise to notice or pay in lieu of notice or continuation of benefits.
    4. For further clarity, the President shall be entitled to the severance payments set out in the President and Vice-President’s Policy, but not the severance provided for under the Ontario Employment Standards Act, 2000.
  17. Loyalty and Conflict of Interest
    1. The President must not, during his/her tenure as President of the Institute, for himself/herself or for another person, directly or indirectly, in any capacity whatsoever, including, with limitation, as an employer, employee, principal, agent, representative, partner, independent contractor, franchiser, franchisee, distributor or consultant, carry on or be engaged in or have any financial or other interest in or have any other business involvement in any venture, activity or affair that conflicts with the interests of the Institute.
    2. The President must not, during his/her tenure as President of the Institute, for himself or for a family member (which includes but is not limited to spouse, partner, parent and child) have financial interest in or be a participant in any business that has or is attempting to have a contractual relationship with the Institute. Should the President become aware of any potential conflict interest between his/her personal interests or those of his/her family and the interests of the Institute, the President shall immediately disclose same to the Board of Directors and shall follow its direction with respect to the matters in issue.
    3. The President agrees to act in a manner consistent with the Institute's interests at all times. The President shall disclose to the Board when he or she is in a family, marital or close personal relationship with another Institute employee or officer that might interfere with the President's objectivity and/or ability to act in the best interests of the Institute.
  18. Confidentiality
    1. The President acknowledges that as a result of his/her service for the Institute, he/she has had and will continue to have access to information relating to the business of the Institute which is confidential and proprietary to the Institute. The President therefore agrees that, during the term of his/her service under the Agreement and continuing thereafter, the President shall not, without prior written consent of the Institute, intentionally disclose to any third party, any material or confidential information of the Institute, except information which through no fault of the President has become publicly available.
    2. The President shall not be obligated to keep confidential any otherwise confidential information where the disclosure of such information is required by law, provided, however, that in the event disclosure is required by law, the President shall provide the Institute with prompt notice of such requirement in order to enable the Institute to seek an appropriate protective order.
  19. Ownership of Files and Other Property
    1. Any file, sketch, drawing, letter, report, memo, correspondence, program, application or other document, any equipment, machinery, tool, instrument or other device, device including computer, laptop computer and cell phone, any recording medium, or other property which comes into the President’s possession during the President’s tenure with the Institute, in the performance or in the course of the President’s work, regardless of whether the President has participated in its preparation or design, how it may have come into the President’s possession and whether or not it is an original or a copy, shall at all times remain the property of the Institute and, upon the termination of the President’s contract, shall not be deleted, destroyed, removed from the Institute’s premises or otherwise disposed of, but shall be returned to the Institute or its designated representative.  
  20. Modification of Agreement
    1. The written provisions of this Agreement and the Institute’s Policy on President and Vice-President shall constitute the full extent of the remuneration and other entitlements of the President, regardless of any oral agreements or understandings which may presently or hereafter exist between the Institute and the President.
    2. Any amendment to the remuneration of the President made pursuant to Regulation 19.3.1 of the Bylaws and Regulations shall automatically be accepted and form part of this Agreement, effective for the term of office immediately following the amendment as prescribed in the Bylaws and Regulations.
  21. Disputes
    1. The parties hereto agree to settle and resolve any dispute, controversy, question or claim arising out of or in relation to the Agreement or the relationship of the parties in accordance with the Arbitration Act of Ontario.  The Institute’s General Counsel shall designate the arbitrator who will first conduct a mediation with the parties in a good faith effort to resolve the matter before resorting to arbitration.
  22. Choice of Law
    1. This Agreement and the performance hereunder shall be governed by and interpreted in accordance with the laws of the Province of Ontario, except as may otherwise be required by law.
  23. Severability
    1. If any provision of this Agreement is held illegal, invalid or unenforceable by any competent authority, such illegality, invalidity or unenforceability shall not in any manner effect or render illegal, invalid or unenforceable any other provision of this Agreement.
  24. Successors
    1. This Agreement shall be binding on the successors, heirs, assigns and legal representatives of the parties.
  25. Entire Agreement
    1. This Agreement together with any documents, policies, Bylaws and Regulations referred to in this Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (whether oral or written) in respect of the services provided by the President to the Institute.
  26. Legal Advice
    1. The President acknowledges having had the opportunity to obtain independent legal advice before executing this Agreement and acknowledges that they fully understand the nature of the agreement into which they voluntarily enter.
  27. Counterparts and Consideration
    1. The Agreement may be executed in any number of counterparts, whether electronically, by facsimile or otherwise, each which shall be deemed original, and all such counterparts shall for all purposes constitute one agreement binding on the parties hereto.
    2. If this Agreement is signed by the parties following the President’s having commenced working for the Institute, the President acknowledges having received $1 (one dollar) as full and adequate consideration for entering into this Agreement and that the parties’ mutual intent is that this Agreement shall be binding on both of them.

IN WITNESS WHEREOF the parties hereto have duly signed this Agreement on the dates and at the places hereinafter set forth.

     

Name of President

  

Executive Secretary of the Professional Institute of the Public Service of Canada

Date



 		  

Date

Name of Witness 

 

Date

  

Name of Witness

 

Date
 

 
 

 
 

 

 

Published on 20 June 2018