B-20 BY-LAW 15 – BOARD OF DIRECTORS

Sponsor: Glenn Maxwell, Director, Advisory Council | Disposition: Defeated

Whereas the President or their delegate(s) may enter into contracts without the Board of Directors knowledge or approval and that these contracts may impact the Institute’s liability without appropriate controls.

Therefore be it resolved that By-Law 15.2.3 be amended as follows:

By-Law 15.2.3 No agreement may be executed so as to bind the Institute except on the authority of the Board. Any agreement, instrument, contract or other written commitment not specifically required by the Board to be executed by a particular Officer or Officers, may be executed by the President together with those employees into whose area of responsibility the subject matter of the document may fall, subject to a threshold of $25,000.

By-Law 15.2.3.2 (New) Any contract or agreement in excess of the threshold amount be stipulated in 15.2.3 including variations, extensions shall be subject to the approval of the Board prior to the agreement, instrument, contract or other written commitment being executed.

By-Law 15.2.3.3 (New) Notwithstanding By-Law 15.2.3, the President shall provide a written detailed accounting of all decisions having financial implications at the next Board of Directors meeting. Copies of the relevant agreement, instrument, contract or other written commitment shall be provided on request by any Board of Director member.

Resolutions Sub-Committee Comments – The Institute’s Board of Directors (BOD) receives a recommended budget from the Finance Committee, makes amendments and forwards the budget to the Institute Annual General Meeting for approval. The BOD has extensive opportunity to review and approve all proposed expenses during the budgetary exercise.

Requiring secondary approval by the BOD for budgeted expenses would significantly impact the activities of the Institute. Longer or additional meetings of the Board may be required to approve budgeted expenses related to the following items, among others:

Stewards’ Councils
Regional Councils
Bargaining Conferences,
Constituent Body Annual General Meetings
Training Schools,
Consultation Symposiums,
Working Group on Consultations Meetings
Advisory Council Meetings
Promotional Items
Monthly Membership Fees to CLC
Leasing Payments for National and Regional Offices,
Pension contributions
etc.

There may be increased expenses arising from more frequent and longer BOD meetings. The Institute has a number of controls in place to ensure appropriate spending decisions including audited financial statements, a Procurement Policy and Finance Committee oversight.

The inherent delay that would result from the proposed change to Institute processes would most likely give rise to higher travel cost, interest charges on billings, reputational risks and lost opportunities for savings which would directly result from the incurred delays.