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HomeMy WebLinkAboutGovernance Task Force 03 Nov 2010 Minutes REPORT NO. 7 Board Governance Task Force A meeting of the Board Governance Task Force was held on 03 November 2010 Trustee Lynn Scott in the chair and the following also in attendance: TRUSTEE MEMBERS: Rob Campbell Cathy Curry Pam Morse Mark Fisher 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 6:08 p.m. 2. Approval of Agenda Moved by Trustee Campbell, THAT the agenda be approved. - Carried - 3. Confirmation of Minutes a. 21 September 2010, Report 6 Moved by Trustee Morse, THAT Report 6 of the Board Governance Task Force dated 21 September 2010 be confirmed. - Carried - 4. Business Arising from Minutes a. 21 September 2010, Report 6 There was no business arising from Report 6 dated 21 September 2010. Chair Scott referred to the action item on folio 2 of the 21 September 2010 minutes. Director Hammond noted that staff had contacted the Upper Canada District School Board and they have two provisions within their existing by-laws with respect to special meetings of the Board: - 1 - #1 Waiver of By-laws: Any provision contained within the By-laws may be waived at any Regular Meeting or Special Meeting of the Board of Trustees by a two-thirds (2/3) vote of the membership present at such meeting and entitled to vote. #2 Committee of the Whole meetings will serve as meetings for discussion only, however, at any time during Committee of the Whole, the Board may, by unanimous vote, approve a resolution to convene a regular meeting of the Board at which official action may be taken. 5. Committee Structure and Process for Board Business Referring to her Vision of Committee Structure paper, Chair Scott outlined what a ings, committee of the whole (COW) meetings, work sessions and consultation meetings) and the issues that need to be resolved (i.e., agenda management, annual work plan, meeting management, stakeholder participation and delegations and public question periods) to implement the new structure. With regard to the recent work of the governance consultant(s) and any impact it might have on committee structure, the following points were noted: The governance work of the consultants focuses on orientation, Bill 177, the role of the trustee, and how he/she conducts business at a meeting. It is independent of the work of the governance task force to realign the committee structure; Some members have the impression that the governance consultants were not supportive of a committee of the whole structure. Executive Officer Giroux agreed to follow up with the consultants for clarification. A change in committee structure may support a change in behaviour; A COW structure would provide more opportunities for all trustees to work together; and and impact the way the Board conducts its business. Speaking about the issues that need to be resolved regardless of whether the committee structure is revised or not, the following points were noted during the discussion: Agenda management: Discipline is required to constrain agenda items to matters directly relating to board policies, budget and operational issues requiring Board action; Consideration should be given to restricting the number of information reports presented to committees, and/or restricting the introduction and discussion of the reports. Information reports should continue to be posted on web if they are not presented to the committee; Consideration should be given to moving receipt of minutes in a block rather than individually; and required by Board members, or eliminated altogether by posting the reports on the web. - 2 - Annual work plan: Some issues may require a work session before proceeding to committee of the whole. Meeting management: This topic may be addressed in the orientation program and/or by changes to the Bylaws. For example, limiting the amount of time a speaker may speak on an item for the first, second and third time and asking speakers to refrain from restating what has already been said; Important differences of opinion could be reflected in recorded votes; One area of concern is the current practice of adding substantive amendments to a motion without advance notice; It was suggested that there be clear rules around the 10:30 p.m. end of meeting vote; and Concern was expressed about the number of meetings that staff are required to attend if the agenda is not completed by the time the meeting is adjourned. Consideration should be given to allowing questions to be submitted to the Director if the item is postponed to another meeting. Staff Reports: Information reports, as currently structured, are not tied to the monitoring function of trustees as outlined in Bill 177. The information is appreciated, but there is no action required on the part of trustees. For example, the Board Improvement Plan was presented to Education Committee. The ensuing discussion was good, but the entire Board should have been in attendance; Board members would like to receive reports on the impact of previous decisions or series of staff activities to determine if a realignment of resources is required in the future; Operational issues should be connected to the Board Improvement Plan or Strategic Plan. Care must be taken not to lose focus and be distracted by peripheral issues; It was suggested that staff identify the issues being monitored in information reports; It was suggested that an inventory of information reports be compiled to identify those reports that are legislated, those that could be posted on the web instead of presented to a committee, and those reports that could be eliminated; and It was suggested that staff identify other options that were considered and rejected by senior staff, including their rationale and financial impacts, when presenting a recommendation to the Board. Working Groups: A simplified, informal COW structure could adapt to emerging issues by establishing working groups for certain issues as required; Parameters may need to be established to limit the number of reports or issues that could be sent to a working group before discussion at COW; All trustees should have an opportunity to participate in working groups and care should be taken to ensure there is no perception that board business is being conducted outside of the public board meeting structure; and Working groups would allow time for trustees to present their position without restrictions on speaking time. - 3 - Orientation: Training should be provided to board/committee chairs, and trustees should be prepared to accep when the discussion is off-topic or the position has already been stated; and Orientation for trustees should include training on handling the fiduciary responsibilities to the Board while representing the local community. Pilot testing new structure: A pilot of the new committee structure could be initiated in September 2011 to avoid making changes to the current calendar; and Immediate issues, including voting rules and 10:30 meeting continuation, could be dealt with earlier through amendment to the Standing Rules. 6. Update on Governance Work with Consultant Your Committee received handouts about the following information: trustee orientation session that is scheduled for 20 November 2010; governance principles to inform discussion about ways of working together; Ministry of Education orientation session scheduled for 25 November 2010; and Public education symposium and the work that OESC is doing with consultants. 7. Future Meeting Dates Future meeting dates will be confirmed after the membership of the task force is determined at the 1 December 2010 Board organizational meeting. 8.New Business Chair Scott requested that the members share any additional thoughts on these issues with the other members of the task force. 9. Adjournment The meeting adjourned at 7:31 p.m. Lynn Scott Chair Board Governance Task Force - 4 -