B-39 BY-LAW 19 – PRESIDENT - Roles of President and Vice-Presidents

Sponsor: Shannan Little, SP, PRA/NWT | Disposition: Referred to the Board of Directors

Whereas one of the roles of the Vice-Presidents as specified in Institute By-Laws is to assist the President; and

Whereas it is critical that Vice-Presidents are capable of stepping into the role of President of the Institute should an unforeseen event transpire, in order that the transition is seamless and the work of the Institute carries on uninterrupted; and

Whereas the roles and authorities of the President and the Vice-President currently lack clarity; and

Whereas there is currently no mechanism to resolve issues relating to assignment of the Vice-Presidents workload, including ensuring that Vice-Presidents are fully utilized;

Therefore be it resolved that By-Law 19.2 be adopted as follows:

By-Law 19.2.1.2 (New) If the President relinquishes the position of Chair at any meeting, one of the Vice-Presidents shall be appointed Chair of the particular meeting by the President. Chairing of meetings shall be shared on an equitable basis amongst the Vice-Presidents.

By-Law 19.2.1.3 (New) The President shall assign portfolios to the Vice-Presidents having regard to the strategic objectives of the Institute, and taking into account the skills, attributes and interests of the Vice-Presidents on an equitable basis, and subject to final approval by the Board.

By-Law 19.2.1.4 (New) Appointment to external Committee, Working Groups or Boards shall be made by the President, subject to the recommendations and final approval by the Board. In all cases, appointment to these positions shall be from the Vice-Presidents, and the Directors (in that order). For greater certainty, staff shall not be appointed to any external Committee, Working Groups or Board except for sub- committees of a particular Committee, Working Group or Board that are stood up with the express purpose of supporting the particular Committee, Working Group or Board.

By-Law 19.2.1.5 (New) The President shall not relinquish any of her responsibilities or authorities to a staff person. For greater certainty, the President may delegate his/her responsibilities to a Vice-President, but remains ultimately accountable for any actions or decisions made.

Resolutions Sub-Committee Comments - The President currently has the authority to assign work to Vice-Presidents and members of the Board based on their skills, attributes, and interests in accordance with By-Law 20.2 (Responsibilities of Vice-Presidents – Quote verbatim 20.2). This amendment would shift that authority from the President.

Proposed By-Law 19.2.1.4 provides that only members of the Board of Directors can be appointed to committees, working groups or boards. This proposed amendment would prohibit the appointment of subject matter experts from the membership or staff to committees, working groups or boards.