By-Laws and Policies Committee Meeting
October 16, 2017
Institute National Office – Salon A
Present: N. McCune (Chair), D. Jones (BC/Yukon), L. Larocque (QC), J. Purdie (ON), R. Trudeau (PRA), B. Gerus, (ATL), A. Goddard (NCR), J. Gagnon (Staff Resource)
Guests: Legal Counsel
The meeting was called to order at 9:00 a.m.
1. Approval of the Agenda
The following items were added:
Under Matters Arising
- RE Archival & Historical SubGroup (Amended)
Under New Business:
- Compensatory time for Committee Work
- Role of BLPC at AGM
The agenda was approved as amended.
2. Approval of the Minutes
The minutes of the June 26, 2017 BLPC meeting were approved as presented.
3. Matters Arising
3.1 Dispute Resolution & Discipline Policy (Amended)
The BLPC will be recommending that the notion of not allowing Board members to consult in DRDP matters should also be added to the DRDP. This will be raised at the December Board meeting, post-AGM. Action: N. McCune / Legal Counsel
3.2 RE NCR STC-CEO PWGSC Sub-Group (Proposed)
Clarification will be sought from the Manager of Membership regarding the name change of the Sub-Group (as per Web site). Appropriate changes will be reflected in the constitution accordingly (if any). Action: J. Gagnon
3.3 NR Group (Amended)
The NR Group will be sending proposed amendments for consideration at the November BLPC meeting. The issue regarding Article 6.6.3 (removal from office of the Group Executive) is still being looked into.
Legal counsel is of the view that this would be considered as disciplinary and that the Group Executive does not have the right to remove an elected member from an “officer position”. As of February 2014, removal for disciplinary reasons falls within the DRDP process therefore, only a panel of peers has the ability to do so, following investigation. The BLPC was in agreement with legal’s interpretation.
Other constitutions will be reviewed to ensure that similar clauses are identified and if so, constituent bodies will be advised that articles in question would be inoperable and would need to be removed from their constitution. Action: All
3.4 AFS Québec Sub-Group (Amended)
This item was deferred to the next meeting. Action: L. Larocque
3.5 Ottawa West Branch (Amended)
The proposed amendments were made to line up the constitution with to the model. Concern was raised with Article 3.2 (Reorganization), which was already in their original BLs, which would be considered moot, i.e., having no ramification.
3.2 Reorganization: Smaller branches can choose to separate from the PIPSC OWB if they have sufficiently met the requirements of the Institute. In this case, the OWB would reallocate the funding to the new Branch at the normal rates set out by the Institute. Branches geographical areas will be defined and agreed accordingly. This funding would be pro-rated in accordance with the OWB fiscal period.
The BLPC will be recommending that the Board approve the amended constitution with this article stricken out. If it is approved, the Branch will be advised to remove that article and have the constitution ratified at their next AGM (date to be confirmed). Action: A. Goddard
3.6 Nova Scotia Chapter (Proposed)
This item was deferred to the next meeting, pending the outcome of discussions at their next Chapter Executive meeting. The new model was provided. Action: B. Gerus
3.7 Lennoxville Branch (Amended)
This item was deferred to the next meeting. Action: L. Larocque
3.8 SH CSC Montreal Rive-Nord Sub-Group (Proposed)
This item was deferred to the next meeting. Action: L. Larocque
3.9 AFS Laval Sub-Group (Amended)
The following concerns were raised by the Committee:
Name (CCRA)
Article 4 (Rights of Members) – not in line with the AFS Group
Article 3.2 (affiliate/associate members) – not in line with AFS Group
Article 10 – refers to Sturgis
Article 8.1 (advance voting) – would need to be modified to reflect/define that methodology
The BLPC will be recommending the application of the “AFS Sub-Group model” to ensure compliance with the AFS Group. The By-Laws will also need to be in line with the PIPSC Sub-Group model. The BLPC will also be recommending that the amended constitution be submitted to the BLPC for review prior to their next AGM. Action: L. Larocque
3.10 Laval Branch (Amended)
The amended constitution was ratified on April 19, 2017 and will be submitted to the Board for approval in November. Action: BOD / J. Gagnon
3.11 Saint John Branch (Amended)
The amended constitution reflects the model. It will be submitted to the Branch AGM for ratification. Action: B. Gerrus
3.12 NRCan Branch (Proposed Amendments)
This item was deferred to the next meeting, pending input from the Branch regarding comments from BLPC, which will be discussed further with the Executive. Action: A. Goddard
3.13 SP Vancouver Sub-Group (Proposed Amendments)
D. Jones will be discussing this constitution further with the Executive on October 21st. The Sub-Group’s last AGM was held in January 2016. Action: D. Jones
3.14 Edmonton Area Chapter (Proposed)
The proposed Chapter constitution was ratified at their March 22, 2017 AGM. Concern was raised with the following article:
6.4 Review of a Position Upon the written request of ten percent of the Chapter membership and/or two-thirds of the Chapter Executive, a review of any Executive position holder can be initiated. If a vacancy results from this review, the rules as defined in 6.8 will apply.
The Chapter will be advised that this article would be inoperable and would need to be removed at their next AGM. All other changes recommended by the BLPC were implemented. The proposed constitution will be submitted to the Board for approval in November.
Action: BOD / J. Gagnon / N. McCune
3.15 NB Legal Aid Group (Proposed)
Confirmation will be sought on whether or not the proposed constitution was ratified at the last Group AGM (date TBC). Action: B. Gerus
3.16 AFS Montréal Sub-Group (Amended)
The Sub-Group model constitution has been provided to the Sub-Group. This will be discussed further at the next meeting. Action: L. Larocque
3.17 Ville-Marie Branch (Proposed)
The Branch agreed to apply the model constitution. As their last AGM was held in May 2017, the new proposed version will be presented for ratification in 2018. Action: L. Larocque
3.18 SP Fredericton Sub-Group (Proposed)
This proposed constitution was ratified on April 10, 2017. Clarification of Article 6.6 (Voting) is still outstanding. Action: B. Gerus
3.19 NR DND NCR Sub-Group (Proposed)
This item was deferred to the next meeting, pending input from the Sub-Group based on recommendations from BLPC. The last Sub-Group AGM was held on December 21, 2016.
Action: A. Goddard
3.20 AV St. John’s Sub-Group (Proposed)
As the AV Group no longer allows retired members to hold office, AV Sub-Groups will need to be advised so that their BLs can be amended accordingly.
As such, in order to conform with the AV Group, Article 4.1 of the St. John’s Sub-Group constitution will need to be amended and an Article 3.2 would also need to be added to include retired members. The proposed constitution was ratified on July 6, 2017. Confirmation will be sought on which version was ratified (with or w/o article 3.2). Action: B. Gerus
3.21 Retired Members’ Guild (Amended)
The proposed changes are the same as the ones submitted in June, which raised concern for the BLPC. This will be addressed with the President of the Guild. Action: N. McCune
3.22 MAGE Group (Amended)
The amended Group constitution was ratified at their May 2017 AGM. The BLPC raised the following concerns:
Article 5.5 (auditing and verification procedures) – too restrictive – should apply model language and remove the following wording:
“A financial statement, verified by three (3) Group members not on the Group Executive, shall be presented at the Group's Annual General Meeting. Financial records of the Group shall be maintained for a minimum of six (6) years from the end of the last taxation fiscal year to which they refer.”
Article 7 (Elections) - should use model language for their election process and the specifics could be added in the notice of election (no elections committee)
Article 9 (Rules of Procedures) - reference to Sturgis – use model language
Quorum – use model language
Approval of budget at the AGM
Article 8.1.5 (voting at the AGM) - contradiction with the participation of retired members
The BLPC will be recommending that the Group model be applied. Action: N. McCune
3.23 RE Archival & Historical Sub-Group (Amended)
Concern was raised with By-Law 3:
BY-LAW 3 MEMBERSHIP
3.1 Every member of the HR Group working at Library and Archives Canada in the NCR shall be a Regular member of the Sub-Group.
The BLPC felt that this article should not be referring to the “HR” classification but to the actual “RE Group”, which would also require a change to the “Definition”, as follows:
“Archival and Historical, NCR” means the members of the RE Group Historical Researcher (HR) Group at Library and Archives Canada in the National Capital Region (NCR).
This will be addressed with the Sub-Group Executive. If they are in agreement with the proposed change, the amended constitution will be submitted to the Board for approval in November.
Action: BOD / J. Gagnon / A. Goddard
4. New Business
4.1 Excerpts of the Minutes of Board Meetings (March to August 2017)
Excerpts of Board minutes pertaining to BLPC-related issues were provided for information.
4.1.1 Donations to the Legacy Foundation by Constituent Bodies
August Board Motion - Moved and seconded that the policy be further amended to reflect that donations coming from end-of-fiscal year surpluses in constituent body accounts would not be reimbursed in the following year’s allowance.
The BLPC will recommend adding the following wording to the Policy (Appendix B):
To be determined by a constituent body vote. Values and purpose must be documented in the executive meeting/AGM minutes. There will be a cap of $2,000 for such donations. The donation amount must be reflected in a separate line item in CB financial statements. The Institute Policy on CB Finances will reflect that the amount of the donation will be deducted from the allocation in the year the donation is made. Donations will not result in a reimbursement of the donated amount in the following year’s allowance. Action: BOD / J. Gagnon
4.2 Review of Chapter Model Constitution
Note 6 in the Chapter Model constitution should refer to By-Laws 6.8.3 and 6.8.4.
Action: J. Gagnon
4.3 Senate Legislative Clerks Group (Amended)
The BLPC raised the following concerns with the amended constitution:
By-Law 9 (Proxy Voting) - this is not permitted
By-Law 3 (Membership) – should be model language
The BLPC will be recommending applying the Group model constitution and will confirm whether the amended constitution was ratified at their January 27, 2017 AGM. Action: N. McCune
4.4 CS Montérégie Sub-Group (Amended)
The Sub-Group amended constitution was ratified at their June 2017 AGM. It will be submitted to the Board for approval in November. Action: BOD / J. Gagnon
4.5 AV Fredericton Sub-Group (Proposed)
The Sub-Group amended constitution reflects model language and was ratified at their October 5, 2017, AGM. It will be submitted to the Board for approval in November. Action: BOD / J. Gagnon
4.6 Atlantic Region (Amended)
The ATL Region amended constitution was ratified at the 2017 Regional Council. It will be submitted to the Board for approval in November. Action: BOD / J. Gagnon
4.7 Canadian Tourism Commission Group (Amended)
The CTC Group constitution was amended to line up to the Group model. BLPC noted that
Article 8.1.4 (below) would not be implementable therefore would need to be removed and BLs renumbered accordingly.
8.1.4 Failure to Obtain Quorum If the quorum is not obtained, the meeting shall be rescheduled by the Group Executive. Notice of the rescheduled meeting shall be sent within two (2) weeks of the original meeting date. Fifty percent (50%) of the Regular members present when the meeting is called to order shall constitute the quorum.
This will be raised with the Group Negotiator. The Group AGM will be held in December 2017.
Action: J. Gagnon
4.8 Executive Committee
Interpretation of BL 18.2.2 re: EC Meetings
The BLPC was tasked by the Board of Directors to provide an interpretation of Institute BL 18.2.2 (Executive Committee Meetings) as a result of EC meetings having been suspended by the President. The interpretation was to take into account the ambiguity between the words “shall” and “normally”. General Counsel joined the BLPC for this discussion.
18.2.2 Meetings The Executive Committee shall normally meet at least twice a month.
A legal opinion will be drafted using the principle of legal interpretation for the BLPC’s consideration at its next meeting. The briefing note produced by the ECC regarding the authority of the EC was provided to the BLPC for consideration and will be taken into account in the interpretation of BL 18.2.2. Action: General Counsel
4.9 Compensatory Time for Committee Work
The BLPC engaged in a brief discussion on BLPC members being allowed compensatory time to conduct the follow-up work assigned to them. This would be especially helpful to new members of the BLPC as there is a significant learning curve to pick up the work load from previous years.
Some were of the view that a lot of the work can be done by email and does not necessarily require phone conversations or meetings with constituent bodies. It was also stated that the budget does not allow for additional time / salary compensation for this purpose. Concern was also raised that this could open up an expectation for other committees to follow the same practice.
The BLPC Chair will raise this issue with the President. Action: N. McCune
4.10 AGM Role of BLPC
There was agreement that the BLPC would fulfil the same “reviewing/vetting” role at the 2017 AGM as in previous years. Arrangements will be made to have a computer/printer and a dedicated email address for delegates to submit amendments and/or late resolutions electronically to the Committee. Action: J. Gagnon
4.11 SP Group (Amended)
The amended constitution will be reviewed by the Committee in preparation for the November meeting. Action: All
5. Adjournment and Next Meeting
The meeting adjourned at 4:30 p.m. The next meeting will be held on Monday, November 27, 2017.