2019 AGM PROPOSED BY-LAW AMENDMENTS
B-1 BY-LAW 17 – COMMITTEES OF THE BOARD
Whereas In June 2014, the PIPSC BOD adopted the recommendations of the Institute of Governance (IOG) to update its executive compensation methodology to one that was more evidence-based and incorporated best practices in compensation; and
Whereas in 2015, the PIPSC BOD adopted a three-year work plan prepared by the Executive Compensation Committee (ECC) that included updating PIPSC By-Laws, Policies and Practices related to compensation for executives at the Institute; and
Whereas the By-Laws related to executive compensation should accurately reflect the actual practices and procedures of the Institute and the mandate approved by the BOD;
Be it resolved that By-Law 17.5.2 be amended as follows:
17.5.2 Mandate - The Executive Compensation Committee shall:
a) Review and make recommendations to the Board with respect to all matters of compensation and terms and conditions of employment for the President, the Vice President Managers and other excluded employees and the Chief Operating Officer and Executive Secretary.
b) Review and make recommendations to the Board with respect to the compensation philosophy for all excluded Staff to be implemented by the Chief Operating Officer and Executive Secretary.
Resolutions Sub-Committee Comment: The mandate approved by the Board is being enshrined in BLs.
B-2 BY-LAW 14 – FINANCIAL MATTER AND FEES
14.1.9.1 The proposed budget for the fiscal year next following an Annual General Meeting shall be published sixteen (16) six (6) weeks in advance of and submitted to the Annual General Meeting for approval.
Resolutions Sub-Committee Comment: No comment
B-3 BY-LAWS 19, 20, 21- RESPONSIBILITIES
19.2.1.1 The President shall not be a member of a Group, Sub-Group, Region, Branch, Guild or Chapter Executive.
20.2.1 The Vice-Presidents shall not be a member of a Group, Sub-Group, Region, Branch, Guild or Chapter Executive.
21.2.1 A Regional Director shall not be a member of a Group, Sub-Group, Branch, Guild or Chapter Executive.
Resolutions Sub-Committee Comment: No comment
B-4 BY-LAW 17 – COMMITTEES OF THE BOARD – OFFICIAL LANGUAGES COMMITTEE
Whereas the Board of Directors, based on article 17.1.1 of the By-Laws, has the authority to establish Standing Committees (17.1.1 Standing Committees. The Board shall, as it deems necessary from time to time, establish Standing Committees whose mandates shall be specified in these By-Laws).
Whereas we are entering the year of the 50th anniversary of the Official Languages Act (“the Act”) and the government began a process in March 2019 to modernize the Act. The last changes to the Act, minor in nature, were made in 2005, while the last major changes date back to 1988, quite an unreasonable amount of time. This modernization, called for by many stakeholders and interest groups (such as the Office of the Commissioner of Official Languages, the Senate of Canada, representatives of minority language communities) may have an impact on the members we represent, on the services they receive and on their capacity as well as the support the government provides to these workers. The Institute must be willing and able to take on a leading role in this exercise.
Whereas several reports have shown a deterioration of services offered in both official languages across Canada, particularly in unilingual areas, as demonstrated by the many reports produced by the Office of the Commissioner of Official Languages in the past 18 months. In this respect, PIPSC signed, on December 13, 2018, a joint letter from the federal public service unions urging Ontario premier, Doug Ford, to reverse his decision to make cuts to services and institutions intended for the Francophone community.
Whereas we are continually hearing from our members about problems related to bilingualism in the workplace in matters such as the designation of positions, virtual teams, unilingual supervision of workers, unilingual consultants and work tools; and these problems limit their ability to do their jobs properly and to advance. The most recent report of the Office of the Commissioner of Official Language is clear in that regard:
Whereas several key stakeholders such as the Privy Council and the Public Service Commission of Canada have publicly supported the withdrawal of the bilingualism bonus—report published by the Privy Council entitled The next level: Normalizing a culture of inclusive linguistic duality in the Federal Public Service workplace (June 2017) without having consulted the bargaining agents. And since the National Joint Council, which has been supervising application of the Bilingualism Bonus Directive since 1977, has been since considering the option of reopening the directive for negotiation. The Institute must be ready to present submissions as part of the negotiation process.
Be it resolved that the AGM formalize the creation of an official languages standing committee of the Board.
17. Official Languages Committee
17.1 Composition - There shall be a Committee of the Board to be known as the Official Languages Committee consisting of five (5) to seven (7) members.
17.2 Mandate: The Official Languages Committee shall:
a) Be responsible for providing advice and recommendations on language rights and best practices to the Board of Directors;
b) Make recommendations on the implementation and enforcement of its Policy on Official Languages to achieve language equality.
Resolutions Sub-Committee Comment: The cost of a regular committee of the Board is $50K.
B-5 AMENDED INSTITUTE BY-LAWS AND POLICIES
Sponsor: Board of Directors | Disposition: Split
New: B-5a Carried
Whereas the Board of Directors established a Policy Review Working Group to assess and reshape the entire suite of Institute policies; and
Whereas the Working Group created a framework to structure existing policies into more clearly defined and easily differentiated categories, and mapped all existing PIPSC policies and regulations to the framework; and
Whereas during the review the Working Group came to the conclusion there was very little difference between the process to enact a policy or regulation and therefore decided that all existing regulations should be incorporated into policy or By-Laws; and
Whereas the Board approved the new policy suite with these changes;
Be it resolved that all references to regulations be changed to reference policies and the remaining regulations that are not incorporated into the new policy suite be changed to By-Laws per the recommendations of the Working Group as outlined below. The 3 regulations that were incorporated into bylaws are noted by an *.
Title: BY-LAWS AND REGULATIONS
TABLE OF CONTENT
BY-LAWS AND REGULATIONS and all references to Regulations in the table of contents would be stricken.
Line before the Preamble: BY-LAWS AND REGULATIONS
10.1.4 Constitution Each Group shall be governed by a Constitution consistent with these By-Laws and Regulations, providing as a minimum, the right of each member to be candidates for and vote for the election of Group Executive members. Each Group shall, upon amendment of its Constitution, submit it to the By-Laws and Policies Committee for review. Any amendments to the Constitution shall take effect only upon approval by the Board and ratification by the Group membership.
10.2.5 Cause for Dissolution A Sub-Group may be dissolved for failure to comply with its own Constitution that of the Group or the By-Laws and Regulations of the Institute, subject to the recommendation of the appropriate Group Executive and approval by the Executive Committee.
10.4.4.1 AC Director Only representatives of the Advisory Council shall be eligible to run for, vote for and hold the position of AC Director. The AC Director shall be elected as provided for in these By-Laws and Regulation. The AC Director shall have the right to vote at AC meetings.
*New 10.4.4.1.1 The incumbent AC Director shall be considered a Group representative and shall be eligible to stand for re-election.
11.2.5 Cause for Dissolution A Branch may be dissolved for failure to comply with its own Constitution, that of the applicable Region or the By-Laws and Regulations of the Institute, subject to the recommendation of the appropriate Regional Executive and approval by the Executive Committee.
12.2 Duties and Responsibilities The duties and responsibilities of a Steward shall be as defined in the Regulations Policies.
12.3 Term Stewards shall be appointed for a term as specified in the Regulations Policies.
13.1 General Meetings Unless otherwise specified in these By-Laws and Regulations, any reference to Annual or Special General Meetings or General Meetings refers to Meetings of the members.
14.2.2.1 Direct Payment If, for any reason other than as stated in these By-Laws and Regulations, a monthly fee is not paid by deduction from salary, it becomes payable directly to the National Office. When members become personally responsible for the payment of fees, they shall be invoiced for any amount owing.
15.2.5 Regulations Policies
15.2.5.1 The Board may make such Regulations Policies not inconsistent with the By-Laws or Letters Patent of Incorporation of the Institute as it deems necessary or convenient for the operation of the Institute.
15.2.5.2 The Board may amend or repeal such Regulations Policies.
15.2.5.3 All additions, changes or deletions to the Regulations Policies take effect on a date to be determined by the Board and shall be reported to the next Annual General Meeting. A General Meeting may repeal or suspend any Regulations Policies.
17.2.2 Mandate The By-Laws and Policies Committee shall be responsible for:
a) providing advice on the interpretation of the Institute By-Laws and Regulations Policies and the Constitutions and Regulations of constituent bodies;
b) scrutinizing proposed amendments to the Institute By-Laws and Regulations Policies to ensure consistency with current By-Laws and Regulations Policies, and
c) scrutinizing constitutions of constituent bodies and proposed amendments thereto to ensure consistency with the Institute By-Laws and Regulations Policies. Such Constitutions and any amendments thereto shall take effect upon approval by the Board and ratification by the constituent body concerned,
New: B-5b Carried as Amended
17.2.3.2 Mandate All proposed resolutions for the Annual General Meeting shall be submitted by the proposer(s) to the Resolutions Sub- Committee for examination. The Sub-Committee may make recommendations as to the validity, legality and clarity of the proposed resolutions to the proposer(s), to the Board and to the Annual General Meeting.
*The Resolutions Sub-Committee may rewrite, combine, or substitute resolutions, prepare a composite resolution, or prepare a policy paper to cover the question at issue, so long as such modifications do not contradict the intent of the proposer with the consent of the author.
Such recommendations are not binding on the proposer(s). However, if the Sub-Committee believes a resolution contravenes the Institute Policy on Harassment or the Canadian Human Rights Act, the proposer(s) shall be given an opportunity to revise the resolution before recommending to the President that the resolution be rejected and the proposer(s) so informed.
17.3.2 Conduct of Elections The Elections Committee shall be responsible for the conduct of Institute elections for Officers and Directors, other than the AC Director, according to the By- Laws and Regulations Policies of the Institute and shall adopt such administrative procedures as may be necessary to conduct that election.
17.3.3 Alleged Violations All alleged violations to these By-Laws or Regulations Policies must be reported to the Elections Committee within thirty (30) days of the election. The Elections Committee shall advise the affected persons of any such action.
17.4.2 Appeal Procedures Within forty-eight (48) hours of receipt of any such decision of the Elections Committee, any party directly affected by the complaint may submit an appeal of the decision to the Elections Appeals Committee to determine whether the Elections Committee has acted within its mandate in rendering such a decision. *Appeals will be limited to decisions of the National Elections Committee and Group elections committees.
19.2.1 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 these By-Laws. The President is an ex-officio member of all Committees except where excluded by these By- Laws and Regulations Policies.
24.1.1 Any member who engages in the following misconduct may be subject to discipline in accordance with the Dispute Resolution and Discipline Policy:
a) Violating any provision of the Institute’s By-Laws and Regulations or Policies; or the By-Laws, Regulations or Constitutions of any Institute constituent body;
25.1 Where the Board of Directors has reason to believe that any constituent body is (a) acting contrary to the By-Laws, Regulations or Policies of the Institute;
26.1.3 Rules The Rules governing the award of a gold medal shall be formulated by the Board and included in the Regulations Policies.
26.2.3 Rules The Rules governing the Life Membership Award shall be formulated by the Board and included in the Regulations Policies.
26.3.3 Rules The rules governing the Institute Service Award shall be formulated by the Board and included in the Regulations Policies.
26.4.3 Rules The Rules governing Citation Certificates shall be formulated by the Board and included in the Regulations Policies.
26.5.3 Rules The Rules governing Honorary Membership shall be formulated by the Board and included in the Regulations Policies.
26.7.5 The rules governing the Institute Scholarship Fund shall be adopted by the Board and included in the Regulations Policies.
26.8.3 Rules The Rules governing the award shall be formulated by the Board and included in the Regulations Policies.
Resolutions Sub-Committee Comment: No comment
B-6 BY-LAW 13 – GENERAL MEETINGS OF THE INSTITUTE - BILINGUAL AGMS
Whereas general meetings must be bilingual and are chaired by two co-chairs, one anglophone and one francophone;
Be it resolved that By-Law 13.2.9 be adopted:
13.2.9 (new) Meeting Chairs
13.2.9.1 Meetings shall be chaired alternately and equitably in both official languages, either by a bilingual Chair, or by an anglophone Co-Chair and a francophone Co-Chair.
Resolutions Sub-Committee Comment: This is consistent with current practice.
B-7 BY-LAW 17 – COMMITTEES OF THE BOARD - ENVIRONMENTAL ACTION COMMITTEE
17.XX Environmental Action Committee (NEW)
17.XX.1 Composition The composition of the committee shall be as specified in By-Law 17.1.3.
17.XX.2 Mandate The committee shall coordinate the Institute’s efforts and involvement in environmental activities. The committee shall also develop a strategy on respect for the environment in Institute activities.
Resolutions Sub-Committee Comment: The cost of a regular committee of the Board is $50K.
B-8 BY-LAW 7 – RIGHTS OF MEMBERSHIP
Members that are Contractors with the Employer
Whereas PIPSC is a union and is to act in the best interest of its members; and
Whereas PIPSC is actively fighting against contracting out of PIPSC jobs with the employer;
Whereas there is a risk that interests of members who are contractors for the employer may be contradictory to the best of interests of PIPSC members;
Be it resolved that the following By-Law changes be adopted:
7.1 (exisiting) Regular and Retired Members Only Regular and Retired members have the right to be candidates for office, to vote for officers, to otherwise participate in the affairs of the Institute, and, subject to By-Law 7.1.1, the affairs of the constituent bodies of the Institute. Only Regular and Retired members shall be eligible to attend General Meetings of the Institute. Only Regular members shall be eligible for appointment as Stewards.
7.1.x (new) Notwithstanding By-Law 7.1, any member who becomes a contractor for the employer will have their rights suspended until they are no longer a contractor for the employer. Any member holding an elected position at the time of becoming a contractor for the employer will be deemed to have resigned.
Resolutions Sub-Committee Comment: This resolution is ambiguous and is contrary to applicable labour legislation across the country.
Where a worker performs the work of a bargaining unit and is considered an “employee” under applicable legislation, that worker is included automatically into the bargaining unit.
If a worker is an “employee” under legislation, they are not a “contractor”. To prevent a bargaining unit member from becoming a regular or retired member because of prior work would likely be considered arbitrary.
B-9 BY-LAW 15 - BOARD OF DIRECTORS – ELIGIBILITY
Whereas the Institute is subject to the provisions of the Canada Not for Profit Corporations Act (“CNFPCA”); and
Whereas incorporating key provisions of the Act in Institute By-Laws helps to ensure that all of our members, Directors and Officers of the Institute do not inadvertently contravene provisions of the CNFPCA;
Be it resolved that By-Law 15.3 be adopted as follows:
By-Law 15.3 (New) A person is eligible to be a Director if they:
a) Are a member of the Institute;
b) Are at least 18 years of age;
c) Have not been declared incapable by a court in Canada or elsewhere; and
d) Are not an un-discharged bankrupt
By-Law 15.3.1 - Ceasing to be a Director (New) A Person shall cease to be a Director:
a) Upon the date which is the later of the date of delivering their resignation in writing to the secretary of the Corporation or to the Registered Office and the effective date of the resignation stated therein;
b) Upon ceasing to be eligible pursuant to BL 15.3;
c) Upon their removal; or
d) Upon their death.
Resolutions Sub-Committee Comment: The Canada Not-for-Profit Corporations Act (the Act) already sets out that a corporation is required to comply at all times with the Act and its articles of continuance. It is well established in law that By-Laws cannot trump legislation and that any interpretation of those By-Laws must be done in light of the governing legislation and articles of continuance. The proposed amendment is not required as it mirrors the Act.
B-10 BY-LAW 16 - MEETINGS OF THE BOARD
Whereas the Institute is governed by its members at General Meetings of the Institute. Between those General Meetings, the control of the Institute is in the hands of members through an elected Board of Directors who implement policy and manage operations between General Meetings of the Institute; and
Whereas Board Meetings, other than Closed Sessions, are open to any member of the Institute; and
Whereas all members should be able to observe Board meetings regardless of their location; and
Whereas openness and transparency is key to an informed and engaged membership;
New B-10a Carried
Be it resolved that the following By-Law be adopted:
16.2.1 (New) A notice of Board meetings will be place on the website with location detail as well as a copy of the proposed agenda one week prior to the proposed meeting date.
New B-10b Defeated
Be it resolved that the following By-Law be adopted:
16.2.2 (New) Any member can request copies of any briefing materials submitted in support of an agenda item, except for those submitted in confidence.
New B-10c Defeated
Be it resolved that the following By-Law be adopted:
16.2.3 (New) Any member can request to observe a Board meeting by secure means, as deemed feasible by the Board, subject to an advance request.
Resolutions Sub-Committee Comment: No comment
B-11 BY-LAW 17 – COMMITTEES OF THE BOARD / BY-LAW 19 – PRESIDENT - BY-LAW COMPLIANCE
Whereas the PIPSC Annual General Meeting is the Supreme Governing Body of PIPSC, responsible for passing By-Laws that govern the Institute; and
Whereas there is currently no mechanism in the By-Laws to deal with non-compliance with the By-Laws; and
Whereas currently, complaints about non-compliance of By-Laws are handled via the DRDP process which is costly and time-consuming, even if noncompliance is obvious and/or not contested; and
Whereas PIPSC has in-place a standing By-Laws and Policies Committee (BLPC) vested with jurisdiction in this area;
Be it resolved that the following By-Laws be adopted as follows:
By-Law 17.2.2 (e) (New) shall investigate any complaints about non-conformance with Institute By-Laws and report their findings to the BOD, so that corrective action may be taken by the President.
By-Law 19.2.2.3 (i) (New) Matters of apparent non-compliance with Institute By-Laws shall be referred to the By-Laws and Policy Committee for interpretation and determination.
By-Law 19.2.2.3 (ii) (New) When the By-Laws and Policy Committee makes a determination that there is non-compliance with the By-Laws, the President shall take measures to ensure immediate compliance by any and all.
By-Law 19.2.2.3 (iii) (New) Continued or repeated non-compliance with / following a BLPC determination shall result in discipline subject to By-Law 24.
By-Law 19.2.2.3 (iv) (New) In the case of elected officials, discipline will begin with temporary removal from office until the matter is resolved.
Resolutions Sub-Committee Comment: This resolution is contrary to the NFPCA and would also require amendments to BL 24.
B-12 BY-LAW 19 – PRESIDENT - PRESIDENTIAL APPOINTMENTS
Whereas we currently do not have a process for selection and appointment to external committees, working groups, boards (i.e. CLC, TBS, NJC); and
Whereas persons appointed to external Committee, Working Groups or Boards are representing PIPSC and its membership at large; and
Whereas transparency and accountability are vital to ensure membership are informed, can pose questions and can provide feedback to the appropriate representative;
Be it resolved, the following By-Laws be put in place:
By-Law 19.2.X (New) The President shall make all appointments to external Committee, Working Groups or Boards, subject to the recommendations and final approval by the Board. Appointments to these positions shall be from elected officials i.e. the Vice-Presidents and then Directors (in that order). In exceptional circumstances, a non-elected member can be considered and approved by the Board, if they have specific subject matter expertise related to the appointment.
By-Law 19.2.X.1 (New) Institute staff shall not be appointed to any external Committee, Working Groups or Boards to represent PIPSC members but can be assigned by the Board to assist a presidential appointee to said external Committee, Working Groups or Board.
By-Law 19.2.X.2 (New) A list of all presidential appointments shall be maintained on the website and shall include contact information, name of the external committee, the role of the appointee on the external committee, the date and the duration of their appointment.
Resolutions Sub-Committee Comment: It should be noted that some appointments of this nature are made by external bodies, like the National Joint Council or by order of the Governor-in-Council and are outside the control of the Institute.
On occasion, staff is appointed to ensure the required expertise is present and, in other cases, for continuity reasons.
Technical and specialist committees are primarily comprised of staff from different unions.
There could be a cost associated with salary replacement, travel and other expenses for appointees where they replace staff.
The Board does not direct or assign staff as this is contrary to the Policy on the Board of Directors.
B-13 BY-LAW 17 – CANADIAN LABOUR CONGRESS (CLC) COMMITTEE
Whereas PIPSC sits on a number of Canadian Labour Congress (CLC) Committees:
Aboriginal Worker Caucus
Disability Rights
Education
Electoral Reform Working Group
EI Ad Hoc Committee
Environment Committee
Health & Safety Committee
Human Rights
Legal Challenges Coordinating Committee
Pension Advisory
Political Action
Solidarity & Pride
Training & Technology
Tripartite Roundtable on International Labour Issues
Women’s Advisory Committee
Workers of Colour
Young Workers Advisory Committee (YWAC)
Whereas PIPSC has a call letter and a selection process for its own Committees of the Board; and
Whereas there is no call letter or defined selection process for the individuals from PIPSC who sit on the CLC Committees; and
Whereas a call letter would allow the membership to express their interest and a selection process would create a more robust process;
Be it resolved that the following By-Laws be implemented:
17.XX (NEW) Canadian Labour Congress Committees
17.XX.1 Selection (NEW) – A call letter shall be sent to the membership as a whole to solicit applications to represent PIPSC on the CLC Committees.
17.XX.1.1 (NEW) A Sub-Committee of the Board consisting of three (3) members shall be established to review the applications and to make recommendations to the Board for each particular committee.
17.XX.2 Confirmation (NEW) The Board of Directors shall confirm the selections.
Resolutions Sub-Committee Comment: The cost of one (1) PIPSC member to attend CLC Committees would be $35K per year. Presently, eight (8) PIPSC members attend CLC Committees.
B-14 BY-LAW 22 - ELECTION OF OFFICERS AND DIRECTORS OF THE INSTITUTE
Whereas the 2014 PIPSC AGM adopted The British Columbia –Single Transferable (BC-STV) process and it was first implemented for the 2015 National election; and
Whereas the BC STV system can be complex. The following explanation is provided as an overview. It is what you need to get a basic understanding of how one is deemed elected to office using the BC-STV process. It is important to know that you can refer to the following links if you are interested in much more detail:
ï Making Every Vote Count’–The BC-STV Technical Report
ï PIPSC National Elections Procedures
ï BC-STV Presentation to the 2014 PIPSC AGM (English)
ï BC-STV Presentation to the 2014 PIPSC AGM (Bilingual)
ï BC-STV –Questions and Answers, plus an example
Whereas in cases where there is only one position to be elected, the BC-STV system operates as a ranked ballot voting system, whereby the candidate with the lowest vote total drops off, until a candidate receives majority of the vote; and
Whereas in cases where more than one position is to be elected, the BC-STV system is not well understood and works differently than many people may believe; and
Whereas in the case of the two Full-Time VP’s, two Part-Time VP’s and four Directors for the National Capital Region, a voter only votes for one person; and
Whereas most people believe that they voting for two full time and part time VP’s or in the case of the National Capital Region, four Directors;
Be it resolved that the following By-Law be amended as follows:
22.3.2 Officer and Regional Director positions will use the British Columbia Single Transferrable Vote (BC STV), as described in the BC Citizens Council Technical Report of December 2004.
22.3.2 Officer and Regional Director positions will use the ranked ballot system and a candidate would need a majority of the vote to be elected.
22.3.3 (NEW) In cases where there are more than one Officer or Regional Director positions, then the successful candidate would be removed from the process and the ranked ballot system applied again until all the positions are filled.
Resolutions Sub-Committee Comment: The current elections platform was designed to facilitate the elections under the BC STV system. Should this amendment be approved by the AGM, our proposed approach would be to adopt a third-party platform.
The proposed solution could be implemented by the 2022 term, provided it does not impact current strategic objectives.
The budget is based on a Rough Order of Magnitude (ROM) estimate with a -50% to +50% variance. The proposed election platform initial implementation cost is ~$350,000 and the ongoing operating expense is ~$250,000 per annum.
B-15 BY-LAW 12 – STEWARDS
Whereas representatives of the Institute should be protected against retaliation by the employer for union activities, either as an appointed steward when representing employees for grievances, a member of the Board or a group president
Whereas Institute By-laws have accumulated a small number of inconsistencies over the course of a number of AGMs
Be it resolved that By-Law 12 be amended as follows:[additions are underlined, deletions are crossed-out]
BY-LAW 12 STEWARDS
12.1 Definition A Steward shall be an official representative of the Institute when appointed by the Institute. The employer shall be notified of the appointment by the Institute. Only a Regular member may be a Steward.
12.2 Board of Directors By virtue of being a Regular Member who is member of the Board, a Regular Member is appointed as a Steward for the duration of the term of office and the employer shall be notified if it is a new appointment.
12.3 Group Presidents By virtue of being elected President or acting President of a Group, a Regular Member is appointed as a Steward to speak on behalf of the Group. The employer shall be notified if it is a new appointment.
12.4 Stewards
12.4.1 Duties and Responsibilities The duties and responsibilities of a Stewards shall be as defined in the Regulations.
12.4.2 Term Stewards nominated by their group shall be appointed for a term as specified in the Regulations.
12.4 Methods of Selection The following methods shall be used to recommend appointments of Stewards by the President:
12.4.3 By Appointment The authority to appoint a Steward rests exclusively with the President.
12.4.3.1 Sub-Group, Branch and Regional Executives may recommend nomination of a Regular member to be a Steward appointments to the appropriate Group Executive which, in turn, may recommend nominate the appointment to the President.
12.4.3.2 The appointment of Steward by the President is subject to their nomination by the appropriate Group executive. A Group Executive may recommend Steward appointments to the President.
12.4.3 Board of Directors By virtue of being a Regular Member who is member of the Board.
12.4.4 Re-Appointment of Stewardship The authority to renew a Steward's term rests exclusively with the President. Upon expiry of the term of Stewardship, a Steward may be re-appointed as follows: 12.5.2 By Renewal S subject to the recommendation of the appropriate Group Executive, by choosing to renew their term of office.
12.5 Termination of Stewardship A member shall cease to be a Steward for any of the following reasons:
12.5.1 If they ceases to be a Regular member of the Institute.
12.5.2 If notification of their resignation as a Steward is received at the Institute National Office.
12.5.3 If they are not reappointed following expiry of their Stewardship.
12.5.4 Where the member is a Steward only by virtue of serving on the Board or as a Group President, their Stewardship shall end when their term of office expires or when they cease to be a Regular member.
12.6 Misconduct Allegations of misconduct, as set out in By-Law 24, made against a steward shall be dealt with in accordance with the Dispute Resolution and Discipline Policy.
Resolutions Sub-Committee Comment: Proposed amendment to BL 12.4.3.2 is contrary to current BL 12.4.2, which provides that the authority to appoint a Steward rests exclusively with the President.
The protection against reprisal by the employer for union activity generally exists by virtue of labour legislation and caselaw. This protection does not extend only to Stewards; but rather to all union officials who are legitimately acting as representatives of the union.
BL 23 is an important tool to determine who is acting as a legitimate representative of the union on various issues. It is not necessary for all union officials to be Stewards in order to benefit from relative immunity against reprisals.
It should further be noted that Board members who are Regular members are already Stewards by virtue of current BL 12.4.3.
This would consequential amendments to some Group and Sub-Group constitutions.
B-16 BY-LAW 18 – TRAINING & EDUCATION COMMITTEE
Whereas the Training and Education Committee (TEC) is now focused on mentoring in addition to training and education; and
Whereas the current acronym, TEC, is phonetically the same as the commonly accepted acronym for a technical committee, Tech; and
Whereas the fact that many members refer to the Information Technology Services and Projects Committee as the Tech committee create confusion;
Be it resolved that the TEC committee be renamed to the Training, Education and Mentoring Committee (TEAM Committee)
17.8 Training and Education Training, Education and Mentoring Committee
17.8.1 Composition There shall be a Committee of the Board to be known as the Training and Education Training, Education and Mentoring Committee consisting of five (5) to seven (7) members. The Chair of each Region’s Training Committee shall be the designated member to this committee. Each Region shall designate an alternate, should the Chair of the Training Committee be unable to attend.
17.8.2 Mandate The Training and Education Training, Education and Mentoring Committee shall be responsible for advising and making recommendations and/or providing advice to the Board on any issue relating to the recruitment, training, mentoring and education of Stewards/members and the Institute training program.
Resolutions Sub-Committee Comment: No comment
B-17 BY-LAW 15 – AUTHORITY
Whereas the Board is responsible for exercising the authority of the Institute on all matters between AGMs, subject to Institute by-laws; and
Whereas the Board is not provided with information related to decisions of the President made between Board meetings, including the execution of contracts and expenditures related to the discretionary budget of the President; and
Whereas the Board of Directors cannot meet its fiduciary duty to members, if it is not informed of decisions made by the President between Board meetings;
Be it resolved that By-Law 15.2.3.2 be adopted as follows:
By-Law 15.2.3.2 (NEW) - Details in writing of any decisions or contracts executed by the President (or acting President) for amounts in excess of $5,000 between Board meetings be provided to the Board at its next meeting.
Resolutions Sub-Committee Comment: No comment
B-18 BY-LAW 16 – MEETINGS OF THE BOARD OF DIRECTORS
Whereas the membership has a right to be informed about issues involving their union; and
Whereas it is important that the information be timely, and that the membership has an opportunity to have their voice heard; and
Whereas there is currently confusion among Board members with regards to what information can be shared with members prior to formal minutes being approved; and
Whereas there is currently no requirement to post Board agenda items to the portal in advance
Be it resolved that By-Law 16.1.3 be adopted as follows:
By-law 16.1.3 (NEW) The Board agenda will be posted to the portal at least one week prior to the Board meeting;
Be it further resolved that BL 16.1.4 be adopted as follows:
By-Law 16.1.4 (NEW) – Board members can provide information to PIPSC members on issues that were discussed in open session, immediately following the particular Board meeting.
Resolutions Sub-Committee Comment: Proposed BL 16.1.4 is as current practice.
B-19 BY-LAW 16 – MEETINGS OF THE BOARD OF DIRECTORS
Whereas PIPSC members have the right and the responsibility to hold their leaders accountable for their decisions; and
Whereas voting at the Board is currently electronic, and therefore, how a particular Board member votes is unknown;
Be it resolved that By-Law 16.1.2 be adopted as follows:
By-Law 16.1.2 (NEW) - All voting at Board meetings shall normally be by a show of hands, except when a request for a roll call vote is made by a Board member.
Resolutions Sub-Committee Comment: No comment
B-20 BY-LAW 16 – MEETINGS OF THE BOARD OF DIRECTORS
Whereas the Chair of the By-Laws & Policies Committee is well placed to provide advice to the Board; and
Whereas it is important that the advice is consistent and impartial;
Be it resolved that the following BL be adopted:
By-Law 16.1.1 (NEW) - The Chair of the By-Laws & Policies Committee shall be the Parliamentarian for the Board.
Resolutions Sub-Committee Comment: There could be a cost if the BLPC Chair is not a member of the Board.
B-21 BY-LAW 18 – OFFICERS OF THE INSTITUTE
Whereas the current Board Chair fails to include items on the Board agenda or includes agenda items that do not have the requisite documentation attached; and
Whereas valuable time is wasted at Board meetings setting the agenda and adding items that were improperly excluded; and
Whereas the Canada Not for Profit Corporations Act requires that Directors come to Board meetings prepared and that they vote with unfettered discretion;
Be it resolved that by-law 18.2.3 be adopted as follows:
By-Law 18.2.3 (NEW) - The Executive Committee shall be responsible for setting the agenda for Board meetings, subject to final approval by the Board. All agenda items submitted by a Board member shall be included on the agenda, as long as the item is received at least two (2) weeks in advance, and it includes a briefing note and documentation sufficient to allow for full discourse at the Board. Agenda items that are late filed, or do not include the necessary documentation shall not form part of the agenda. Agenda items from staff shall not be on the agenda unless a Board member is willing to put their name to the particular agenda item.
Resolutions Sub-Committee Comment: The third “whereas” statement does not accurately or entirely reflect a Director’s liability as outlines in the NFPCA. As worded, the resolution may impede a director’s ability to carry out their duties under the NFPCA by preventing urgent issues and issues of concern by staff from being addressed in a timely fashion and as such, is contrary to the legislation.
B-22 BY-LAW 24 – DISCIPLINE
Whereas investigations cost the Institute substantial sums of monies, are extremely adversarial, and ultimately do not provide a result that is satisfactory to either party to the dispute; and
Whereas it is in the Institute's best interests to facilitate the resolution of disputes at the lowest possible level; and
Whereas mediation or other alternative dispute resolution is mandatory in most provincial jurisdictions in very acrimonious situations such as for individuals who are wishing to dissolve their marriage:
Be it resolved that By-Law 24.1.1.2 be adopted as follows:
By-law 24.1.1.2 (NEW) - Any dispute that has been determined should go to formal investigation, shall be first referred to mediation, with a mediator that is agreed to by both parties.
Note: If this by-law is passed, consequential changes will need to be made to the Institute's Discipline and Dispute Resolution Policy, as required.
Resolutions Sub-Committee Comment: The cost involved at the mediation stage is estimated at $15,000 strictly in professional fees per case assuming two parties are involved + travel + room rental + salary replacement.
The current Dispute Resolution and Discipline Policy provides for the possibility of mediation, on a voluntary basis.
B-23 BY-LAW 19 – PRESIDENT
Whereas By-Law 19.2.1 stipulates that the President shall be Chair of the Board; and
Whereas the President has delegated the chairing of Board meetings to a VP; and
Whereas the Board has taken the position that this is not contrary to Institute By-Laws, despite the fact that the President has not chaired a Board meeting since at least 2017;
Be it resolved that By-Law 19.2.1.2 be adopted as follows:
By-Law 19.2.1.2 (NEW) - The President shall not delegate the responsibility as Chair of the Board unless the President is absent from the particular meeting, has declared a conflict of interest with respect to a particular issue under discussion, or has relinquished the Chair to a Vice-President in order to mentor that same Vice-President.
Be it further resolved that by-law 19.2.1.3 be adopted as follows:
By-Law 19.2.1.3 (NEW) - Notwithstanding (new) By-Law 19.2.1.2, delegation by the President to the Vice-Presidents shall be shared on an equitable basis.
Resolutions Sub-Committee Comment: No comment
B-24 BY-LAW 15 – AUTHORITY
Whereas By-Law 19.2.1 stipulates that the President shall be Chair of the Board; and
Whereas an out-of-court settlement agreement was negotiated with a former VP; and
Whereas the President of the Institute was named as a defendant in the Ontario Superior Court oppression complaint against the Institute by a former VP; and
Whereas in normal circumstances, the President has authority to execute contracts, in concert with the responsible employee, under By-Law 15.2.3;
Be it resolved that By-Law 15.2.3.1 be adopted as follows:
By-law 15.2.3.1 (NEW) - For greater certainty, the President cannot execute a contract without first receiving the prior approval and direction of the Board of Directors, in any circumstance where exists the potential for conflict of interest and/or apprehension of bias.
Resolutions Sub-Committee Comment: It should be noted that the Board has in the last year, approved a revised Conflict of Interest Policy that provides not only for self-declaration in case of conflict, but a process for the Board to deal with such concerns where the person involved has not self-declared but there is a perception of conflict from others.
B-25 BY-LAW 17 – COMMITTEES OF THE BOARD OF DIRECTORS
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.
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.”
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.”
Whereas the current by-laws and are not consistent with the statement of Governance and the role of Committees in that the PIPSC structure is fully represented within the By-Law regarding Composition of Committees
Whereas both Group Presidents and Consultation Presidents should have an equal opportunity to express concerns and recommendations through Committees of the Board.
Be it resolved that each Committee of the Board be increased by two positions, and those positions be filled by: one Consultation Group President and one member of the Advisory Council, as recommended by the Advisory Council.
Given there are six (6) Regions and a Board member or other required member sits on each Committee, the total seats allocated to each Committee would have to be increased to accommodate representation by seats recommended through the Group Governance structure.
By-Law 17.1.3 Composition - All Committees shall consist of five (5) to seven (7) members seven (7) to nine (9) members and, unless otherwise specified, shall include one (1) member from each Region and two members recommended by the Advisory Council. Where there is a Vice-President liaison to a committee, the Vice President does not count as a member of the committee. AGM 2015
Impacted by laws:
17.2 By-Laws and Policies Committee
17.2.1 Composition - There shall be a Committee of the Board to be known as the By-Laws and Policies Committee consisting of five (5) to seven (7) members seven (7) to nine (9) members, one (1) of whom shall be a member of the Board.
17.3 Elections Committee
17.3.1 Composition - There shall be a Committee of the Board to be known as the Elections Committee consisting of five (5) to seven (7) members seven (7) to nine (9) members. Officers and Directors of the Institute shall not be members of the Elections Committee. The Board shall appoint members for a one (1) year term which shall take effect January of each year.
17.2.3 Resolutions Sub-Committee
17.2.3.1 Composition - There shall be a Sub Committee on Resolutions, chaired by the Chair of the By-Laws and Policies Committee, five (5) to seven (7) members seven (7) to nine (9) members. As a minimum, composition should include the designated representatives of the By-Laws and Policies Committee, the Finance Committee and the Advisory Council.
17.4 Elections Appeals Committee
17.4.1 Composition - There shall be a committee appointed by the Board of Directors known as the Elections Appeals Committee, consisting of five (5) to seven (7) members seven (7) to nine (9) members which will not include current Board members or candidates for the applicable elections
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) members seven (7) to nine (9) members. The Chair shall not be a signing officer of the Institute.
17.7 Human Rights and Diversity Committee
17.7.1 Composition - There shall be a Committee of the Board to be known as the Committee on Human Rights and Diversity, consisting of five (5) to seven (7) members seven (7) to nine (9) members. Composition of the Committee should be representative of the diversity of the membership.
17.8 Training and Education Committee
17.8.1 Composition - There shall be a Committee of the Board to be known as the Training and Education Committee consisting of five (5) to seven (7) members seven (7) to nine (9) members. The Chair of each Region’s Training Committee shall be the designated member to this committee. Each Region shall designate an alternate, should the Chair of the Training Committee be unable to attend.
17.9 Professional Recognition and Qualifications Committee
17.9.1 Composition - There shall be a Committee of the Board to be known as the Professional Recognition and Qualifications Committee consisting of five (5) to seven (7) members seven (7) to nine (9) members. The composition of the Committee should ensure the diversity of occupational groups. AGM 2005 (e)
17.10 Science Advisory Committee
17.10.1 Composition - There shall be a Committee of the Board to be known as the Science Advisory Committee consisting of five (5) to seven (7) members seven (7) to nine (9). Composition of the Committee should be representative of Science and Technology Membership, which includes research, engineering, and science-related activities. AGM 2005 (e)
17.11 Information Technology Services and Projects Committee
17.11.1 Composition - There shall be a Committee of the Board to be known as the Information Technology Services and Projects Committee consisting of five (5) to seven (7) members seven (7) to nine (9) members. Composition of the Committee should normally be representative of PIPSC IM/IT Professionals.
Resolutions Sub-Committee Comment: The cost of this resolution is $144K.