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HomeMy WebLinkAbout03 Governance Task Force 10 June 2010 Report 5 REPORT NO. 5 Board Governance Task Force A meeting of the Board Governance Task Force was held on 10 June 2010 commencing at 5:45 p Scott in the chair and the following also in attendance: TRUSTEE MEMBERS: Rob Campbell Pam FitzGerald Cathy Curry Pam Morse 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 Chair Scott called the meeting to order at 5:45 pm. She noted that the meeting scheduled for 02 June 2010 was not held due to lack of quorum. 2. Approval of Agenda Moved by Trustee Campbell, THAT the agenda be approved. - Carried - 3. Confirmation of Minutes a. 19 May 2010, Report 4 Moved by Trustee Curry, THAT Report 4 of the Board Governance Task Force dated 19 May 2010 be confirmed. - Carried - 4. Business Arising from Minutes a. 19 May 2010, Report 4 There was no business arising from Report 4 dated 19 May 2010. 5. Reference Material Chair Scott referred to the reference material which had previously been circulated for the 02 June Task Force meeting containing examples of committee structure functionality in various school boards including: - 1 - Waterloo region; overall policy process and some sample agendas and reports; York Region; Budget Committee meeting minutes and a general summary of what their board meeting agenda looks like and the meeting schedule for 2010; and Hamilton-Wentworth, job description for the Board of Trustees, the annual workplan and a terms of reference for their Policy Working Sub-Committee. Chair Scott noted that these documents may be of assistance as the Task Force contemplates more about a Committee of the Whole structure. Director Thomson suggested that members may also wish to look at the Peel Board structure as they seem to move major agenda items through in an organized fashion. He noted that some boards cultures are different than the OCDSB and the way they allow things to be accomplished is more on task. The Task Force had a general discussion regarding the reference material and noted the following: Hamilton-Wentworth - the sub- Committees. The sub-committees are small and the different committees meet at different frequencies. Board agendas are tied to an annual work plan. Items go through to Committee of the Whole but they are not re-debated and they appear to have enough same meeting. One key thing may be the by-laws and work plan which allow for a significant management of what is going to be on the agenda (must have general agreement that if not tied to work plan or strategic plan it is not going to be on the agenda). Exercises a far amount of vetting of what is going to be on agenda and whether a delegation is accepted or not or just a written submission. Eleven trustees make up their COW and they refer to it as Board Committee and not COW. Under their structure they require all senior staff to be at COW and Board meetings. To implement any change in structure would take huge trustee discipline and it goes to the culture; for instance, where there are speaking time limits in rules of procedure and by-laws trustees comply with it and even use less time. Hamilton-Wentworth has no limits on speaking time for individual trustees but they limit the discussion to 20 minutes on the main motion; every 6. Committee Structure, Model Analysis The Task Force continued its discussion from the 19 May 2010 meeting regarding committee structure. Chair Scott noted that, based on discussion to date and interest expressed in looking at other boards (Hamilton-Wentworth and York), it would appear that the Task Force is moving towards a recommendation for a Committee of the Whole structure and once the structure is finalized the next task will be to map out some key by-law issues. Executive Officer Giroux noted that if the choice of the Task Force is a Committee of the Whole structure then staff can start the re-write of the by-laws using that structure and staff can maintain a list of primary and secondary by-law changes required to reflect the structure. - 2 - Trustee Campbell suggested that all trustees provide input into the concerns/issues in the current by-laws as a basic start and see if those can be re-written and agreed to. If trustees were to agree to two COW meetings and one Board meeting per month the by-laws would still need to have a provision to provide for time sensitive items to be dealt with at the end of every COW meeting. Perhaps the discussion around the structure can be separate to the discussion on the low hanging fruit changes in the by-laws which may be independent of the larger by-law changes (challenge to the chair, speaking limits, delegations). Moved by Trustee Morse, THAT the Task Force examine a Committee of the Whole model (one Committee of the Whole meeting and one Board meeting per week) and that Committee of the Whole business from week one will come to the subsequent Board meeting the following week, allowing for community input in between (offset the meetings). Trustee Morse indicated that if after a period of time weekly meetings are not required then they can be reduced. Members speaking against the proposed motion indicated that while they were in favor of a Committee of the Whole structure and Board, the proposed motion would mean eight meetings per month; two meetings every week and this would be too many meetings especially if the expectation is that all senior staff be at every meeting. Perhaps having two Committee of the Whole meetings and one Board meeting per month would be more appropriate, with the provision that a special Board meeting would be held at the end of the Committee of the Whole meeting to deal with items approved in COW with unanimous consent or time sensitive items. The stipulation could be that if two-thirds agree to deal with the item then it would be dealt with by Board the same evening, otherwise, it would be on the next meeting. The structure should be set to enable all senior staff to be at all meetings and allow for a period to pilot the new committee/board structure to see what number of meetings will be required. ACTION: Chair Scott will follow up with the Upper Canada District School Board as she understood that they move into a special Board meeting if two-thirds agree to place an item on the agenda for that meeting and that they have a provision within their by- laws. An amendment moved by Trustee Campbell, THAT one Board meeting per week be changed to two Board meetings per month. In introducing the amendment Trustee Campbell noted that the focus should be on setting the high level structure and not get into the detail of how it will work. Being able to successfully implement a structure change will be dependent on behaviour, as well as by-law changes. Trustees need to ask themselves, what is it they want to change about the structure and then once that is agreed upon, what changes is required to the by-laws to implement that new structure? Trustee Morse indicated that she did not see the Board meetings being lengthy as trustees would have already talked about the items during the Committee of the Whole meeting. Scheduling meetings with full agendas and not being able to complete the business and then having to schedule a special meeting or carry the business forward to the next meeting, is a huge disservice to the public as they do not know when items are going forward. She would like to see trustees who do not wish to vote in favor of the 11:00 pm vote to leave before the vote to allow items to be completed and not be carried forward. - 3 - Trustee Curry agreed that the structure will require people to behave differently. In changing the structure we need to realize that we will try it for a period of time and we may need to make modifications to it as we implement it. For instance, if we agree to have one COW meeting per week and two Board meetings per month, in the end we may find that we only need two COW meetings per month and one Board meeting per month. Trustee Curry referred to folio 11 of the 10 June 2010 meeting package and noted that the flow chart used by the Waterloo Region District School Board is very succinct. Trustee FitzGerald took the chair when Chair Scott wished to speak. Chair Scott noted that, based on the research being done, many Boards do not spend a lot of time debating in depth discussions about items; they do something with it, for instance if they do not have enough information they refer it back to staff and do not spend huge amounts of time This process is key to the COW and Board structure. There are Boards who structure their agendas in such a way that all routine items (for instance items the Ministry says you have to do) are lumped together and non-routine items are then discussed in some detail. Executive Officer Giroux noted that perhaps setting aside one night per week that trustees and senior staff would know is scheduled for a meeting would be beneficial. An option could be to have one or two evenings per month when you would do double business (COW and Board), having four COW meetings per month with two shorter and scheduled Board meetings on the same evening. The message being that the Board meeting is shorter because members are not re- debating the items. On the night you have two meetings then it would be an earlier start time. In general, Task F at the Board unless it was absolutely necessary (time sensitive). In scheduling items there should always be a one week gap to allow for sober thought. An amendment moved by Trustee Campbell, THAT one Board meeting per week be changed to two Board meetings per month (). maintaining four COW meetings per month - Carried In wrap up Trustee Morse noted that she wants to be realistic about how much time it will take trustees to change their behavior and to work within a new structure. Moved by Trustee Morse, THAT the Task Force examine a Committee of the Whole model (one Committee of the Whole per week and two Board meetings per month) and that Committee of the Whole business from week one will come to the subsequent Board meeting the following week, allowing for community input in between (offset the meetings). - Carried - - 4 - 7. By-laws and Rules of Procedure Structure Format Components Chair Scott indicated that, with the concept of working with a Committee of the Whole/Board structure, the Task Force should now focus its discussion on what needs to go with this model. Members provided the following input: schedule the Statutory Committees on the off week to Board meetings (maintaining two nights per week); start some meetings earlier; recognizing that a number of trustees have full-time day jobs and the location of the administration offices puts a number of trustees in traffic but if every two weeks members knew the meeting started earlier perhaps they could schedule it into their calendar so long as it was not all meetings, i.e., 5 or 6 pm; one trustee should not be able to close a meeting at the 11:00 pm vote. This effectively allows a single member of the board to determine if the whole board can continue a meeting. Consider a two-thirds majority for the 11:00 pm vote (which is the norm in the sample by-laws reviewed by the Task Force members), and impose an adjournment time if the meeting is not over, i.e. 11:30 pm or the requirement to take another vote every half-hour after 11:00 pm.; look to suspend the rules from time to time when there is procedural debate (the City of Ottawa Council moves to suspend the rules and then do their business and then reinstate the rules). Perhaps 2/3 majority should be required to suspend the by-laws (if used regularly this is seen as disregard for your own rules of procedure); in looking at other Board by-laws some do not consider any decision to have been made by the board unless a majority of all the board members were present and voting; and some by-laws include provision that an abstention is a negative vote. Executive Officer Giroux noted that Board Services staff have been compiling a list of items within the by-laws that may require amendment and a survey to all trustees also provides the Task Force with some areas recommended by trustees (see May 5, 2010 meeting package, folios 10- 12). Some of these items would be housekeeping and others would be substantive changes. Staff will need some direction in terms of where the Task Force would like to go icient enough in this regard one COW meeting weekly with two Board meetings per month). Going into the summer months staff can work on drafting by-laws for review/update/comment at a September Task Force meeting. A few items have already been noted this evening, i.e., start time, stop time, how many trustees will it take to approve something? Under the Committee of the Whole structure there is a requirement for grouping items together for reporting out purposes (section 142, Kerr & King). In addition to the above the following items were noted: when a committee has voted not to recommend something to Board a single trustee should not be able to move the same item at the board; you have had the - 5 - appointed committee members debate and decide and they have decided to make a non-recommendation at the committee, one trustee should not be able to overrule the will of the committee and then put something forward for board consideration that the committee did not want to go forward. Respect what comes from committee otherwise why have a committee; when a committee reports to the board the board has the option of rejecting the committee report to go back to committee; when a committee report is presented perhaps the Chair could indicate what has happened to the item, i.e., rejected, approved, deferred. Perhaps the committee should not have the power to stop something totally; elaborate on delegations when/timing/questions; adjournment elaborate - the Board should be able to take an action to next meeting if the 11 pm vote fails; Delegations how much time are they allotted and when; is it written or verbal; can questions be asked of delegations. Perhaps set aside certain evenings for specific topics, i.e., community engagement for a specific item/major issue. Have delegations at either COW or Board but not both; Public Question Period questions are supposed to be submitted in writing. Often a written response is provided. If in the end the majority of the public questions are being responded to in writing then why have public question period; motions and amendments what constitutes an amendment that is germane? When can an item be added in as a new part or agenda layout and how things get placed on it; challenge to the chair and how it works, there should be a step by step process, the by-laws should be clear and straight forward; reconsideration, process should be clarified; and rules should incorporate the process for notice of motions from trustees, perhaps trustee bringing forward a motion must be endorsed by a certain number of other trustees; new motions not a defeated motion from committee. Discussion then ensued with respect to which rules of procedure the new by-laws would ere are a number of different procedural references which boards use. The following comments were shared: ; staff and trustees know Kerr & King and have been working with it for a number of years; Kerr & King is Canadian written and the vast majority of organizations use it and the resource materials for changes to the by-laws it would be more transparent if we moved towards would engage the public more; t we try to hyper-analyze an issue that it gets confusing. Kerr & King is probably the most people friendly of the different systems; and if we are going to change the by-laws now is the time to consider whether it is Kerr & King is more universal. - 6 - 8. Future Meeting Dates Chair Scott noted that the next scheduled meeting is scheduled for June 21st and the agenda will include continuation of the discussion regarding rules of procedure. 9.New Business There was no new business. 10. Adjournment The meeting adjourned at 7:30 p.m. Lynn Scott Chair Board Governance Task Force - 7 -