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HomeMy WebLinkAboutGovernance Task Force 13 Apr 2010 Minutes REPORT NO. 1 Board Governance Task Force The initial meeting of the Board Governance Task Force was held on 13 April 2010 commencing and Secretary of the Board, Dr. Lyall M. Thomson in the chair and the following also in attendance: TRUSTEE MEMBERS: Rob Campbell Doug Lloyd (electronic communication) Pam Morse Lynn Scott OTHER TRUSTEES: Pam FitzGerald (electronic communication) STAFF: Dr. Lyall M. Thomson, Director of Education and Secretary of the Board Michele Giroux, Executive Officer, Corporate Services Monica Ceschia, Manager of Board Services 1. Call to Order Director Thomson called the meeting to order at 7:38 pm and welcomed everyone to the initial meeting of the Board Governance Task Force. He confirmed that, although Trustee FitzGerald had not been appointed to the Task Force, she was interested in attending the first meeting and may pursue a request to the Board for appointment to the Task Force. 2. Approval of Agenda Moved by Trustee Morse, THAT the agenda be approved. Moved in amendment by Trustee Morse, THAT: Item 7 Appointment or Election of Task Force Chair be moved to precede item 4 Review of Task Force Mandate. - Carried Moved by Trustee Morse, THAT the agenda be approved, as amended. - Carried 1 3. Director Thomson outlined the importance of good governance andthe unique complexities of the governance challenges that face the school district. The establishment of the Board Governance Task Force is an important first step in addressing some of the structural and procedural issues which often seem to be a barrier to decision making. As an organization, a considerable amount of time is spent in meetings. The work that we do is important and complex, but unfortunately, much of the debate does not centre on what we want to do, but how we should do it. Director Thomson reviewed the role of the Task Force and noted that it has been struck to review and rewrite the rules of procedure, which is a large undertaking and the timelines are tight considering we have until probably late September. He suggested that the following three rules guide the directional focus of the Task Force: i) The purpose of the rules of procedure is to facilitate the conduct of meetings not to restrain or obstruct meetings; ii) The purpose of the Task Force is to discuss the issues and to provide guidance to staff who will undertake the research, summarize discussions and prepare drafts of new rules for consideration. We will not succeed at our task if we attempt, as a group, to write new rules of procedure; and iii) The purpose of having a Task Force is to bring together a small group with the knowledge, skill and interest required to complete the task at hand. 4. Appointment or Election of Task Force Chair Director Thomson opened the floor for nominations for the position of Chair to the Board Governance Task Force. Trustee Morse, nominated Trustee Campbell. Trustee Lloyd, nominated Trustee Scott. Trustee Campbell, THAT nominations be closed. - Carried Director Thomson invited both candidates to outline why they wished to Chair the Board Governance Task Force. Trustee Scott indicated that she has invested a fair amount of time into researching and reviewing different concepts of governance in other organizations. She suggested that it will take a structured approach to provide direction to staff and all members will need to be focused on the task at hand. Trustee Campbell expressed his appreciation for the nomination, and while he has a sense of what needs to be improved, the role of the chair is to not necessarily participate a lot in discussion at meetings. He stated that, while both he and Trustee Scott have a lot to offer, he was prepared to withdraw his name and urged that the Task Force retain some flexibility in terms of direction and maintain relatively fluid discussions. 2 Trustee Scott noted that she was prepared to make a commitment to chair the Task Force and outlined that she sees it as a working group and not a debating committee with structural procedures. We need to work as a group of trustees and working in collaboration with staff to give staff the direction that will help them apply their expertise to produce the documents the Task Force will need to take the concepts to the board for approval. Moved by Trustee Lloyd, THAT Trustee Scott be confirmed as the Chair of the Board Governance Task Force. - Carried - 5. Review of the Task Force Mandate A discussion ensued regarding the mandate of the Board Governance Task Force with the following input from members: responsibilities should include preparation of a report on changes/gap analysis which includes a recommendation of where we are now; what the findings are and ultimately a recommendation to the Board (a recommendation as to what the gap is with an implementation plan); to be successful in the short timelines the Task Force has to stay focused on the mandate; endorse the idea that the Task Force establish a good understanding of what the problems/questions were before arriving at solutions. What do we seek to improve and why? What will improvement mean? Develop a common view of what we are trying to do; and one goal should be to have more efficient meetings with a view to completing the board business in a more timely manner than currently. Chair Scott confirmed that the mandate of the Task Force was approved by the Board on 10 March 2010 and the Task Force has two responsibilities: i) Review the board and committee structure; and ii) Review the Rules of Procedure. The board and committee structure is intentionally the first item listed. The rules of procedure are intended to guide the work of the Board and its committees. Therefore, the operating structure of the Board and committees must be understood before the rules can be drafted. Chair Scott noted that potentially the Task Force would have some support from the consultant who will be working on the board development plan. She added that it is not just the committee structure and a set of procedural rules the Task Force is working on, as a group we need to know what our objective is in restructuring and establishing a new structure which would then form the basis of the by- laws. Director Thomson confirmed that the entire board will work on the board development plan which is outside of the Task Force mandate. ACTION : Staff to provide a copy of the final motion from the 22 March 2010 Board meeting to all Task Force members. 3 6. Development of a Task Force Work Plan Chair Scott indicated that ideally the wording of by-laws would be done by staff and brought back to the Task Force for consideration. Executive Officer Giroux noted that the structure of the work plan will depend in part on the strategy taken; i.e., narrow down the issues and then look at the solutions. It will be important to understand the structure before developing the rules of procedure. Once the work is identified (within set parameters) then it should be linked to timelines. Chair Scott invited members to provide their thoughts on a work plan and what they would like to see included. The following input was provided and generally supported by members: look to front end load the work to be done so that if there are interim recommendations that the Board could deal with, i.e., trial a new structure for the Fall, that this could be an option with a final report to be presented later; given that any recommendations to change the by-laws requires two-thirds majority it would be beneficial for the Task Force to have ongoing dialogue with all trustees (not just the Task Force members). This dialogue should be more than just sending minutes from the meetings are known and those who want to be engaged are throughout the process with the hope of arriving at some consensus to move things forward; realizing the committee structure will set the parameters for the by-laws; however, if - move forward. It will be important to lay out the pros and cons of possible options; the goal should not be to produce a report where no recommendations are approved at Board. The Task Force should propose something that will be supported and agreed upon, so improvement can happen; and need to have an organized workplan to know what tasks we have to do and who is going to do them with specific timeframes for reporting. Chair Scott thanked members for sharing and indicated that this information would begin to shape the work-plan based on the discussion above. If the Task Force is going to propose a change in the committee structure, we may want to have something to the Board before the end of June as it may change the entire re-write of the By-laws and best to see if we have general agreement on any committee - 7. Meeting Schedule/Frequency Task Force members agreed that the timeframe for the work of the Task Force is short and it will be important to have the meetings scheduled and work done as we move towards summer and fall. A general discussion ensued with respect to next meeting dates and staff was asked to look at the budget meeting nights which had been previously scheduled and now changed (being May 3, 10, 13, 17 and 19). It will be important to meet again within two weeks and to hold the meetings to a few hours of focused work. 4 ACTION : Staff will circulate some tentative dates and Chair Scott will look to getting a draft plan out quickly to members. 8. New Business Members agreed that if there was any homework that could be done by members (and all trustees) In response to an inquiry, Executive Officer Giroux clarified that copies of complete By-laws received from other organizations were not included in the reference binder provided to Task Force members due to its size. Rules of procedure were gathered from other organizations which might be worthy of review and staff did not want to inundate members with the information for the first meeting. It was felt that the most helpful document would be a copy of the index from each of the By-laws to give members an idea as to how others are organized, providing an outline of the content and the broad categories. ACTION : Any member who wishes a complete copy of a specific By-law (or all of them) please advise Board Services and a copy will be made available. Chair Scott asked members to share any special vision they may have for the Task Force with the following items being noted: realizing that most trustees wish to participate in standing committees, explore the idea of eliminating the standing committees and have a Committee of the Whole structure (2 meetings per month), with the hope of reducing one meeting per month; having attended a number of workshops during the NSBA conference, Chair Scott has acquired some background information not only on some concepts of other ways to organize committees but rather some interesting school board examples to share, around how to organize by function and not by topic as we currently do, i.e., monitoring committee to monitor and a planning committee to plan. Governance is not a committee structure governance drives what our structure is; engaging all trustees throughout the process and not just when key decisions have to be made. Task all trustees with what they feel needs to be fixed and have comments come back through staff with the results going to all trustees; and the committee structure is the tip of the iceberg and reflects a lot below the surface. What is driving the structure, number of meetings, length of meetings and we may not solve the problem. It may be a deeper problem. ACTION : Director Thomson agreed that staff would research some additional reference documents around structure options for members to review. ACTION : Chair Scott will prepare a homework assignment to be sent to all trustees, including student trustees to seek input on two initial questions: What are we trying to fix? What content belongs in the by-laws? Are there items in the current by-laws that are With the results of the homework assignment to all trustees the Task Force can then begin to talk about structure which would provide a frame of reference to see if it would address the issues. 5 From the homework assignment there may be areas of the By-laws that could be house clean to reduce/eliminate confusion allowing the Task Force to focus on the bigger pieces. 9. Adjournment The meeting adjourned at 8:39 p.m. Lynn Scott, Chair Board Governance Task Force 6