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HomeMy WebLinkAboutGovernance Task Force 21 Sept 2010 Minutes REPORT NO. 6 Board Governance Task Force A meeting of the Board Governance Task Force was held on 21 September 2010 commencing at 5:58 p Trustee Lynn Scott in the chair and the following also in attendance: TRUSTEE MEMBERS: Rob Campbell Cathy Curry Pam Morse Pam FitzGerald STAFF: Barrie Hammond, Director of Education and Secretary of the Board (Interim) Michele Giroux, Executive Officer, Corporate Services Monica Ceschia, Manager of Board Services 1. Call to Order Chair Scott called the meeting to order at 5:58 p.m. 2. Approval of Agenda Moved by Trustee Morse, THAT the agenda be approved. - Carried - 3. Confirmation of Minutes a. 10 June 2010, Report 5 Moved by Trustee Morse, THAT Report 5 of the Board Governance Task Force dated 10 June 2010 be confirmed. - Carried - 4. Business Arising from Minutes a. 10 June 2010, Report 5 There was no business arising from Report 5 dated 10 June 2010. Chair Scott referred to the action item on folio 3 of the 21 September 2010 meeting package and indicated that while she had done some further checking she had not finalized her inquiry with the Upper Canada District School Board (UCDSB). She confirmed that the UCDSB does use the rule whereby if an item is urgent following a Committee of the Whole public meeting, provided two-thirds of board members agree, the item can be dealt with the same evening. - 1 - ACTION : Staff to follow up with UCDSB re the process they undertake around their rules to move into a special Board meeting if two-thirds agree to place an item on the agenda for that meeting and what provision is within their by-laws. Trustee Morse referred to folio 4 of the 21 September 2010 meeting package and asked staff to verify the wording of the motion. Trustee Curry noted that she had recently watched a meeting of the Upper Canada District School Board being broadcast and perhaps the Task Force could talk about such a process (broadcast or web cast) for OCDSB Board meetings. 5. Concepts and Format re Committee Structure, By-laws and Rules of Procedure Director Hammond noted that based on discussions the Task Force has had around governance principles and possibilities of structure (at a high level) staff has developed a draft set of governance by-laws and rules of procedure which can be found on folio 8 of the 21 September 2010 meeting package. The document is not intended to be complete, but is presented to consider both the format and content of the work that is underway. The Task Force has come to some common understanding about adopting a committee of the whole (COW) structure. key considerations about a COW system and how it might operate have been outlined. Executive Officer Giroux noted that in putting the document together, staff began to contemplate some of the issues around a COW structure which should allow the Task Force to Bill 177 which may or may not be information retained in the final procedures. In a roundtable discussion the following thoughts were made by Task Force members: ; Section 5, Duties of the Board, a. b. and c., realizing this is wording from Bill 177 perhaps it can be expanded on, i.e. promote and be responsible for student achievement and well-being. develop and maintain appropriate monitor and evaluate the effectiveness and efficiencies of policies developed by the implementation of those policies; Include duties of the board in a job description and/or code of conduct versus the rules of procedure; Section 5 Duties of the Board when the Regulations are received perhaps they will contain more definitions, i.e., do Section 5 a. -being. what does that mean ensure accountable ment; for student achieve Section 5 e and 5 h are both required; Section 6, Duties of Board Members, does this section need to be so specific, presumably supporters of the board are parents also. See section c. Do supporters of - 2 - the system mean an individual who does not have children in the system but pays taxes? - Section 6, (c) - too specific what about consultation on other items besides the multi-year plan; Section 6, (e) n definitions and terms section; Section 6, (f) what is meant by this section; Section 6, (g) well- - being Section 6, (f) -to-day management of the board to its staff through dvocacy? Board members receive calls from parents and often call the Principal to follow up. Would this still be a practice to follow? Director Hammond indicated that his interpretation of section 6 (f) which is directly from Bill 177, means that staff is responsible for the day-to-day operation of the school. A phone call from a parent to a member of the Board should be referred to the superintendent of schools or from the member of the Board to the superintendent. This will be covered in orientation training and board development program for existing and new trustees to ensure there is a clear understanding between facilitating, advocating and interfering. Trustee Curry referred to section 6 stating that if there is a question about whether trustees have stepped over the line, who will be responsible for dealing with that? Is it the board chair or the director? Perhaps there should be something in the Code of Conduct to address this type of scenario. Section 8 does the wording from Bill 177 have to be used; Section 8.1 have an agreed upon goal and vision; Section 8.2 provide leadership multi-year Section 10 and 11 can these be merged? Under Bill 177 the Secretary is now the Director. Perhaps use language around when some duties are delegated to assistant secretary; Section 10.1 The Director shall collaborate with the Chair in the preparation of agendas for meetings of the Board and ensure the preparation of timely and accurate staff reports as may be required. What about the role of Vice-Chair; Section 12 Language around the Treasurer has changed in Bill 177; Section 15.0 what is documented in this section does not reflect what was being contemplated when the motion was approved on 10 June 2010 see folio 4; Section 15.0 still too many meeting nights; Section 15.0 COW, in Camera should not begin at 6:30 p.m. it is difficult for those who are working 9a.m. 5 p.m. to be at the Board office regularly for 6:30 p.m.; Understood the motion passed was for 1 COW per week with a Board meeting every nd second week (therefore every 2 week you would have two meetings). The model in 15 is not the model in the motion passed; - 3 - Executive Officer Giroux, in providing clarification around the model presented in section 15, noted that staff were trying to find the balance between the discussions the Task Force was having to reduce the number of nights and having time between COW and Board meetings to reflect on the issues while at the same time protect the meeting time and still change the structure to limit the nights. This is intended to be a model for discussion; some of the particulars in section 15.0 can change, i.e., the number of times the committee or Board meets, however the COW structure still requires thinking around how it will function. Incorporating information in the rules around start times indicates the usual time meetings will start and allows the variation in time when required. Currently there are four standing committees and two Board meetings with two COW in camera meetings per month which is eight meetings in six nights and the proposal is for six meetings in four nights (two Board; two COW Public and two in camera). There will need to be an alignment of this conversation with what is essentially the need for a paradigm shift in setting agendas. All items would come together in COW for action/discussion and perhaps two additional sections; one for policies and one for budget. There will need to be rules for ad hoc committees and a thinking shift as the model is developed. Perhaps there could be working groups and a list developed of those reports which would require ht should be given to having a one hour session prior to every meeting to allow trustees and stakeholders an opportunity to review and/or ask questions. There will need to be flexibility in how agendas are set (having like items together at the same meeting). Section 15.0 holding Board and COW in camera on the same nights as Board was not the intent; Section 15.0 does the COW in camera starting at 6:30 p.m. need to be in the by- ext around the time of meetings; Section 15.0 add an additional bullet may be accommodated prior to public board if circumstances warrant in the view of ; Section 15.0 there are implications around the in camera pieces; do you want a two week delay between discussion and decision at Board. Perhaps include an in camera piece at the beginning of each COW meeting to bring the in camera pieces forward the following week; Section 15.0 understanding that whatever items go to COW would not go forward to Board until the following week; Section 16.0 item re development opportunities for all members, the Board will annually elect two Executive Officer Giroux noted that staff was trying to address the discussion the Task Force had around the need to still have some sharing of responsibilities to Chair and opportunities to develop skills by other members; elect two trustees who are interested in assuming the role of chairing those COW meetings in addition to Chair of the Board. rd Section 16.0 does the 3 members to the role of chair for the COW public meetings? Add two new bullets: f the public Committee of the Whole chairs may be the Board Chair or Vice-; and ommittee of the Whole meetings will be - 4 - elected at the special organizational meeting in case the board approves a special series of budget C Support rotating chairs of COW and a one year term will allow for experience/practice in the process. Chair of the Board will Chair the Board meetings; Vice-Chair will chair COW in camera and COW public will be chaired by two people for one year; Perhaps the COW public meeting chair should be for a two year term. Having learning year but to force a change after two years may be reasonable; Re the Vice-Chair role, in one Board they have multiple Vice-Chairs appointed and they take the Vice-Chair additional allowance and divide it amongst the Vice-Chair positions. Each Vice-Chair gets a portion of the total amount to share the responsibility. If you take this approach you need to be more specific about who is chairing what; Section 17- what about other stakeholder groups; perhaps a list should be created i.e., stakeholders for Budget COW; Section 19 agree with SEAC reports going directly to COW public; Perhaps add a new Section 20 to allow for ad hoc work groups to be created off of COW without being referred to Board so long as the ad hoc group does not extend past the school year; Section 21 dealing with the COW in camera report as one motion would be problematic when it comes to voting. If a trustee is not in favor of one of the three motions coming forward then they would have to vote against the complete package. There will need to be flexibility to bring forward the reporting out as one entire motion or section off one motion, as required when it is known that it will not be approved; Section 21 public report item for which unani and Section 21 report would go directly to Board the same evening as the meeting is held. This process would allow for the public report to receive any additional public input prior to Board approval and the in camera items would go the same evening on the basis that they are in camera and there is no public consultation required, therein allowing for the items to be expedited. Section 22 implement a vote every half hour after the 10:30 pm vote requiring two- thirds consent to continue. Executive Officer Giroux noted that staff had included the Kerr & King reference as it is different in terms of the approach currently taken to reports from COW in camera. It contemplates that in a COW structure the committee has had ample time to debate its report. The reference has been provided to allow for a conversation around how Kerr & King envisions the rule and if we use Kerr & King as the basis for the rules then we create a structure outside. The following areas were noted as items to be included as the By-law pieces are formulated: Special meetings of the board/committee; - 5 - Speaking limits; Consecutive terms on committees; More stringent rules around bringing back motions that have been defeated at committee, realizing that a COW public structure should solve this as membership will be 12 with a quorum of 7; Changes to the Committee structure would be seen as a trail basis for six months and after the six months, finalize the rules around the new structure; Budget meetings would be separate and onto themselves; Perhaps the committee chairs would meet at agenda prep. The outline of what the agenda will look like will have to change. If the day-to-day management is entrusted parents, students and supporters of the board to the a have a section on an agenda for that one area? Perhaps there should be an opportunity for a round table discussion on what is coming for trustees to be aware of (open discussion/how are things going)? Perhaps items that receive unanimous votes in COW can go directly to Board the same evening; and Place the items which must be done (time sensitive) at the beginning of the agenda. Trustee Morse took the chair when Chair Scott wished to speak. Chair Scott expressed concern around finding the workable solution for a structure and unless there is serious will to put some constraints on how agendas are developed and how planning is done a new structure will not work. There are items creeping onto agendas which are consuming a great deal of time. It is not up to the Board of Trustees to micro manage its staff. A system which may work more efficiently would be to have reports on results of implementation and why something did or did not work well. What decision can the Board of Trustees make to help the Director make it work better. Part of the Boards job is to monitor and one key piece is how to structure the agendas if the chair is going to provide the leadership to ensure that significant focus is on decisions which is the job. Perhaps having a separate section on agendas for items that you have to do under the Education Act as these items should not require extended debate. Strategic planning and budget items would require more debate. Perhaps one committee could meet ahead of a board or committee meeting as a means of helping the chair manage those agendas with the director so they come out with a coherent approach. Members having any additional thoughts were asked to e-mail them to Michele Giroux, with a copy to all trustees. 6. Update on Governance Work with Consultant Director Hammond provided an update on the work that is underway with the consultant on governance and noted the following points: Odgers Berndtson is involved in both the Board Evaluation process and the development of an orientation program; and Jim Nininger is the project lead for Odgers Berndtson and has also retained Bill Hogarth, former Director of Education in York Region to provide an educational perspective to his work. - 6 - The Chair of the Board and the Director will be meeting with Jim Nininger and Bill Hogarth to do a preliminary review of their work in preparation for a meeting that Jim Nininger th would like to hold with members of the Board on October 5. th At the meeting on October 5, they will do a short presentation on the results of the board evaluation and hope to have a longer discussion about the component parts of a Trustee Orientation Program. Their outline will include not only work that we will do internally, but also will incorporate some of the work that OPSBA through the Ontario Education Services Corporation is doing on Board Orientation with the Shulich School of Business. 7. Future Meeting Dates th Chair Scott noted that the next meeting is tentatively scheduled for October 12 at 5:30 p.m. A quorum call will go out for other possible meeting dates. 8.New Business There was no new business. 9. Adjournment The meeting adjourned at 7:28 p.m. Lynn Scott Chair Board Governance Task Force - 7 -