By-Laws and Policies Committee Meeting
June 26, 2017
Institute National Office – Salon B
Present: N. McCune (Chair), D. Jones (BC/Yukon), L. Larocque (QC), J. Purdie (ON), R. Trudeau (PRA), B. Gerus, (ATL), A. Goddard (NCR), J. Gagnon (Staff Resource)
Guests: Isabelle Roy, General Counsel
Martin Ranger, Legal Counsel
The meeting was called to order at 9:00 a.m.
- Approval of the Agenda
The agenda was approved as presented.
- Approval of the Minutes
The minutes of the March 18, 2017 BLPC meeting were approved as presented.
- Matters Arising
3.1 Dispute Resolution & Discipline Policy (Amended)
Representation by Board Members
Isabelle Roy, General Counsel and Martin Ranger, Legal Counsel, joined the BLPC for a discussion on the amendment to the DRDP Policy, approved by the Board of Directors in March 2017 (below).
Moved and seconded that the DRDP be amended as follows:
PART D – ALLEGATIONS OF MISCONDUCT
Members of the Board of Directors shall not act as representatives of any Institute member in relation to any matter at any stage of the process.
Given the amendment to the policy, the BLPC sought clarification from legal counsel on whether or not Board members should be allowed to give advice to members involved in a complaint matter even if they are not acting as representatives.
General Counsel stated that this would still allow political insertion in a process that is meant to be depoliticized, which is the intent of the policy language approved at the March Board but that a strict reading of the language did not prevent advice being given by Board members.
Some BLPC members were of the view that the policy language should be clearer and should include this notion and restrict consultation completely. As worded, the policy does not prevent Board members from consulting with members.
Appeals
There was further discussion on the amendment to the DRDP regarding appeals which the Board referred to the BLPC in September 2016.
General Counsel stated that the DRDP has been in place since 2014. The policy allows members to file complaint through the Office of the General Counsel and once (if) the complaint is screened in, a Panel of Peers is selected and determines the process (i.e. investigation and possible disciplinary action. Once the investigation is concluded and misconduct found, corrective action is taken. Appeal rights were only in effect in cases of removal or suspension until the policy change was approved in 2016 AGM, resulting in appeal rights being applicable for any corrective measure taken.
Third parties are generally arbitrators acting as neutrals. A list is created and used when appeal are filed. The appellant is provided with this list and given some of the restrictions (if any) and someone is selected. The DRDP gives the third party much latitude regarding the appeal process.
The proposed amendment makes the role of the third part clearer on appeal and makes the process more consistent.
The Member Conduct Roster has been in place since 2014. The members of that panel undergo training on fact finding and conducting investigations, procedural rights, impacts of diversity in investigation processes, difficult conversations, to name a few. Applicants for the roster provide CVs, are interviewed, respond to scenario questions and are recommended for approval by the Board. Each Panel of peers is accompanied by legal counsel throughout any process.
Some BLPC members were of the view that the third party neutral should not be limited to depend on the Panel of Peers’ decision as members of the Panel may not have the expertise necessary to make difficult decisions impacting members. A third party neutral may have more expertise therefore their role should not be limited.
General Counsel stated that investigators are professionals and are given a mandate that ensures that natural justice is followed. Members of the Roster are trained and they rely on those experts.
3.2 NR Group
The BLPC engaged in a discussion of Article 6.6.3 of the NR Group By-Laws, which provides for the removal from office of an executive member by the Group Executive, by majority vote. This provision appears to be in contradiction with the DRDP which provides that only a Panel of Peers, following an investigation, can remove an elected official from office. The NR provision also is in contradiction with PIPSC By-law 24.
It was clarified by General Counsel that elected members can be temporarily removed by the Board - not by a constituent body executive - and the only permanent removal process is through the DRDP.
The BLPC will address this matter with the NR Group Executive so that their BLs can be amended. It was noted that even if the language is not removed from their constitution, it would be deemed to be invalid and would not be applicable. The Group will also be advised that their constitution will need to be amended and ratified at their next AGM.
Pending ratification at the Group AGM, the BLPC will be recommending to the Board in August that a note be added in the constitution indicating that Article 6.6.3 is invalid. Action: N. McCune
(M. Ranger left the meeting at this time.)
3.3 Conflict of Interest Policy
General Counsel spoke to this issue, stating that prior to the implementation of the DRDP, the Executive Committee made disciplinary decisions and appeals were made at the Board level (adjudicative role). The conflict of interest issue was more frequently raised and resulted in lengthy discussions at the Board.
The frequency with which the Board has had to fulfil that role has diminished considerably since the new DRDP however the Board has indicated a willingness to amend the policy to add the notion of bias and/or partiality (or lack thereof). The proposed amendment would establish a process for the Board to make a determination on who is or is not in conflict of interest.
The proposed amendment will be twofold – one part will define and/or expand the notion of conflict of interest and the other will set out a process, i.e. what happens when one declares a conflict and what happens when someone else raises a concern around conflict of interest. Not following the policy could potentially result in misconduct or the meeting Chair not allowing the meeting to continue.
Member of the BLPC indicated an interest in seeing amendments that would provide the Board with a more effective process for dealing with issues of bias. General Counsel will be proposing amendments to the policy accordingly.
Action: General Counsel
- New Business
4.1 Clarification of By-Law 7.1.2
7.1.2 Retired members who ceased to be Regular members during the retroactive period of a collective agreement may be granted the right to vote on that tentative agreement that affects them, unless otherwise precluded by the applicable legislation.
General Counsel clarified that the legislation is silent on who can vote on collective agreements. Ratification votes are internal to Groups and are not legislated. Strike votes and final offer votes need to be provided to all members of the bargaining unit.
4.2 Contributions from Constituent Bodies to the Legacy Foundation
The BLPC engaged in a discussion on question regarding whether or not it is appropriate for constituent bodies to make donations to the Legacy Foundation. A briefing note was provided for consideration.
General Counsel stated that the legacy foundation program has grown as a result of sponsors and corporate donations as well as interest from the fund itself, and is now governed by a separate NFP corporation. The Board asked the Legacy Foundation and the BLPC to weigh in on the issue. The Legacy Foundation sought input from the Chair of the BLPC in 2016. It then deliberated over the issue and produced the briefing note, which it intends on submitting to the Board in August. The recommendations were shared with BLPC for input prior to presentation to the Board.
The intent of proposed amendments is to address the questions being raised by constituent bodies and confirm that they can donate funds to the Foundation.
The amendments also seek to clean up the BLs and create guidelines (out of the existing Institute BLs and policies) which would be provided to the Foundation, directing it to apply those guidelines (proposed Appendix A of the policy). This would simply be formalizing what has been the practice.
The intent of proposed Appendix B (attachment B) is to amend the Policy on Constituent Body Finances. The Legacy Foundation wanted to flag ambiguous language in this attachment so that the BLPC could consider clarifying the policy as to whether constituent body executives or constituent body AGMs could decide an amount of donation.
Appendix C and Regulations are being deleted and converted into guidelines. Appendix D are proposed BL amendments.
If the recommendation is approved by the Board, the policy changes would be effective immediately and the proposed BL amendments would be submitted to the 2017 AGM.
(General Counsel left the meeting at this time – 11:20 a.m.)
Some BLPC members were of the view that dues should not be used to fund the Foundation. Some raised concern with making changes to the BLs and converting them into guidelines and with no longer having Regulations bound by BLs for the Board. It was clarified that the current BLs and Regulations are purely administrative, hence the reason for converting them into guidelines. Institute BLs hold no weight towards the Foundation, though was noted that PIPSC is the sole member of the Foundation and can effect changes to the Foundation BLs in that capacity.
- Committees of the Board
VP Bittman joined the BLPC for this discussion. As part of her mandate, she sought the input of the BLPC on issues relating to Standing Committees of the Board. A questionnaire was circulated.
General Questions
There was agreement that the BLPC should remain as a Standing Committee (core committee) and that there was no need for Institute BLs to be changed to properly reflect the work of the Committee.
Some of the challenges BLPC faces are lengthy agendas, items submitted at the last minute, timing linked to constituent body AGMs. This being said, requests for additional meetings and funding have not been an issue in the past.
The staff resource is useful and required and additional resources are invited upon request.
There should be clearer communication to constituent bodies to clarify the approval process of constitutions (Communications Magazine, email, Web page, etc.)
Selection Process
There was agreement that the Finance Committee, the BLPC and the TEC need a Chair from the Board and regional representation on the committee. As such, Regions need input (in the form of recommendations) regarding the selection of those members. Board liaisons should be assigned to Committees if Chairs are not Board members to ensure conduit back and forth from the Board.
It was noted that the usual practice is to give priority to Regional Executive members to ensure that information is disseminated to members. If Executive members are not selected, the endorsement from the Region is needed.
Some were of the view that there is a lack of interest in expressing interest to sit on Committee due to the pre-conceived notion that only members of Regional Executive get selected. There seems to be apathy around the process.
There was agreement that there needs to be some continuity on the Finance Committee, the BLPC and the Elections Committee as they deal with the governance of the Institute and ongoing matters that affect the entire membership.
ECC – could be a sub-committee of the BOD
ITSP – could be an ad hoc committee
SAC – could be an ad hoc committee
TEC – standing committee
HRDC - ?
PRQC - ?
Committee work is a learning experience and should not be excluding based on expertise or knowledge.
There was some discussion on “engagement vs succession planning”. Some were of the view that the Institute should be engaging members still in the workplace to step up even though the reality is that there is a large wave of retired members coming ahead.
Although there was no consensus on the issue of having retired or regular members on committees, there was concern with putting something like this in writing as part of the selection criteria.
There was agreement that terms should remain at one year and that a mix of new and former members needs to be maintained.
Some were of the view that a special Board meeting should be called in December to select committee memberships, or that the selection be made before the January planning session. This would allow committee work to start earlier in the year.
(VP Bittman left the meeting at this time – 2:30 p.m.)
- Matters Arising (Cont’d)
6.1 AV Group (Amended)
The BLPC will be advising the Group that the proposed change to the Group’s name (Accounting, Commerce and Purchasing – ACP) does not reflect what is currently on their bargaining certificate therefore, would not be permitted.
Concern was raised with the proposed change to Article 4.2:
Only Regular members in good standing shall be eligible to hold office.
The BLPC was unclear on the intent of the proposed wording and what constitutes “good standing”, as this is not defined in PIPSC BLs or policy. Even if the words have no true meaning, there was concern with leaving them in the BLs. The Group would have no authority to make a determination on what constitutes “good standing”.
The amended constitution will be submitted to the Board for approval in August however the BLPC will be recommending that the reference to “in good standing” be deleted from Article 4.2.
Action: BOD / N. McCune
6.2 RE NCR STC-CEO PWGSC Sub-Group (Proposed)
Input from the Sub-Group is still pending. The Sub-Group will be relying on the model except for their election process. They will be submitting a proposed constitution for the August meeting.
Action: A. Goddard
6.3 NR Group
Input from the Group is still pending. Action: N. McCune
6.4 AFS Québec Sub-Group (Amended)
This item was deferred to the August meeting. Action: L. Larocque
6.5 Ottawa West Branch (Amended)
Input from the Branch is still pending. Action: A. Goddard
6.6 Nova Scotia Chapter (Proposed)
Input from the Chapter is pending following initial discussions. Action: B. Gerus
6.7 Lennoxville Branch (Amended)
This item was deferred to the August meeting. Action: L. Larocque
6.8 MAGE Group (Amended)
The Group model constitution was provided and input from the Group is still pending. This item will be moved to parked items. Action: J. Gagnon
6.9 Saint John Branch (Amended)
This item was deferred to the August meeting. Action: B. Gerus
6.10 NRCan Branch (Proposed Amendment)
Input from the Branch is still pending on the concerns raised regarding their election process. This item was deferred to the August meeting. Action: A. Goddard
6.11 SP Vancouver Sub-Group (Amended)
This item was deferred to the August meeting. Action: D. Jones
6.12 SP South Saskatchewan Sub-Group (Proposed)
The Sub-Group constitution was ratified in October 2015 and approved by the Board in December 2015. There was no further action required.
6.13 SH Fredericton Sub-Group (Proposed)
The Sub-Group constitution, which reflects the model, was ratified on April 5, 2017. It will be submitted to the Board for approval in August. Action BOD / J. Gagnon
6.14 Edmonton Area Chapter (Proposed)
This item was deferred to the August meeting, pending the ratified constitution (at the AGM held on March 22, 2017) being sent. Action: R. Trudeau
6.15 NB Legal Aid Group (Proposed)
This item was deferred to the August meeting, pending input from the Group. Action: B. Gerus
6.16 SP Group (Proposed Amendments)
Proposed amendments will be submitted to the BLPC in the fall, in preparation for the Group 2018 AGM. (2017 AGM deadline for submitting changes to their BLs was missed.) Action: N. McCune
6.16 Prairie/NWT Region (Amended)
The proposed amendment clarifies the current process (representation in terms of small Branches). The amended constitution was ratified at the June 2nd Regional Council and it will be submitted to the Board for approval in August. Action: BOD / J. Gagnon
6.17 ECC Draft Terms of Reference
Input from the BLPC was provided to the ECC for consideration. There is no further action required.
- New Business
7.1 RE Archival & Historical Sub-Group (Amended)
The Sub-Group constitution reflects the model and was ratified at the May 30, 2017 AGM. The name in the French will need to be corrected.
Clarification will be sought from the Institute Membership Section regarding the composition of the Sub-Group based on the definition of the name in the BLs (cannot exclude classifications). “Archival and Historical, NCR” means the Historical Researcher (HR) Group at Library and Archives Canada in the National Capital Region (NCR).
The constitution will be submitted to the Board for approval in August. Action: BOD / J. Gagnon
7.2 CS Eastern Québec Sub-Group (Proposed)
The Sub-Group constitution reflects the model and was ratified at the May 25, 2017 AGM. It will be submitted to the Board for approval in August. Action: BOD / J. Gagnon
7.3 AFS Montréal Sub-Group (Amended)
Confirmation will be sought on whether or not the constitution was ratified at the Sub-Group AGM of February 23, 2017. The following concerns will also be raised with the Sub-Group Executive:
Article 3.2 contravenes the Group BLs
Article 5.3 is not permitted, as per Institute BL and model
Article 8.1.3 does not include the approval of the budget
Reference to Sturgis - should be as per model
All financial articles should be as per model
The BLPC will be recommending using the most recent version of the model throughout.
Action: L. Larocque
7.4 Québec Region (Amended)
Proposed amendment to Article 5:
5.4.1 Should the Executive not include a member of the Youth Committee, the chair of the Committee, or his representative, shall sit in the meetings as an observer.
The constitution was ratified at the Québec Regional Council held on May 5-6, 2017. Clarification will be sought regarding the cost related to proposed change. The BLPC was of the view that this would need to be covered under the regional budget. The amended constitution will be submitted to the Board for approval in August. Action: BOD / J. Gagnon
7.5 Ville-Marie Branch (Proposed)
The proposed constitution is based on an older model and was ratified as such by the
November 25th, 2014 AGM. If the 2014 version was approved by the Board, it will be posted however the Branch will be working on updating their BLs at the 2018 Branch AGM, based on the new model. Action: J. Gagnon
7.6 AFS London Sub-Group (Amended)
This amended constitution was ratified on May 30, 2017, with a change to the term of office. The approval of the budget will need to be added to Article 8.1.3 before the constitution is submitted for ratification in 2018. The amended constitution will be submitted to the Board for approval in August. Action: BOD / J. Gagnon
7.7 London Branch (Amended)
This amended constitution was ratified on May 30, 2017, with a change to the term of office. The approval of the budget will need to be added to Article 8.1.3 before the constitution is submitted for ratification in 2018. The amended constitution will be submitted to the Board for approval in August. Action: BOD / J. Gagnon
7.8 SP Fredericton Sub-Group (Proposed)
This proposed constitution was ratified on April 10, 2017. It reflects the model with minor amendments. Clarification will be sought on the intent of the proposed change to Article 6.6:
6.6 Voting Decisions shall be by majority vote and vote results will be documented in the minutes. Action: B. Gerus
7.9 Saint John Branch (Amended)
The amended constitution is based on the model and was ratified on June 12, 2017. It will be submitted to the Board for approval in August. Action: BOD / J. Gagnon
7.10 NR DND NCR Sub-Group (Proposed)
The BLPC will be recommending the implementation of language based on the latest model.
The title and BL 1 (Name) will also need to change to coincide with each other. The last Sub-Group AGM was held on December 21, 2016. Action: A. Goddard
7.11 AV North Central Vancouver Island Sub-Group (Proposed)
The proposed constitution is based on the model and was ratified on March 13, 2017. It will be submitted to the Board for approval in August. Action: BOD / J. Gagnon
7.12 AFS Group (Amended)
The amended constitution was ratified at the Group AGM held on June 10, 2017, however the proposed change to Article 16.1 contravenes Article 8.1.1. The last bullet point of Article 8.1.1 would need to be removed at the 2018 AGM.
8.1.1 The Annual General Meeting of the Group is its governing body, except that it has no jurisdiction in the following areas:
- the ratification or rejection of contract
- choice of method for dispute resolution in collective bargaining
- the selection of members of the Group Executive
- the selection of members of the Bargaining Committee or Negotiating Team
- Composition of the CS positions on the Group Executive
16.1 The composition of the Group Executive as defined in by-law 6.2 can only be changed after:
- a majority vote at the Group Annual General Meeting,
and
only for the CS executive position, a majority vote of the entire membership.
The amended constitution will still be submitted to the Board for approval in August.
Action: BOD / J. Gagnon
7.13 AV St. John’s Sub-Group (Proposed)
The proposed constitution reflects the model. It will be submitted for ratification at the Sub-Group AGM which will be held on July 6, 2017. Action: B. Gerus
7.14 North Central Vancouver Island Branch (Amended)
The amended constitution is based on an older model and was ratified on May 3, 2017. The BLPC will recommend applying the new model version when further amendments are made. The constitution will be submitted to the Board for approval in August.
Action: BOD / J. Gagnon / D. Jones
7.15 Proposed Amendment to BL 17.3.2.1
17.3.2.1 The Elections Committee may also act as an elections committee for other elections as requested by:
a) the constituent body elections committee, or
b) the constituent body executive, or
c) the Board of Directors
The proposed change will be brought to the Board in August, for consideration for submission to the 2017 AGM. Action: BOD / J. Gagnon
7.16 Review of Chapter Model Constitution
This item was deferred to August. Action: N. McCune
7.17 Retired Members’ Guild – BL 9 Revised
9.1.2 (NEW) Each Chapter in good standing shall be permitted to send their Chapter President or designate to attend the Guild AGM, the costs of which will be covered by PIPSC as is the custom for other constituent bodies.
The BLPC raised concern with this proposed change implying that the Institute will be funding the Chapter Presidents’ participation when in fact Chapters are funded by the Guild. The BLPC was also unclear how the Guild receives its funding for their AGM. The BLPC’s concerns will be discussed with the Guild. Action: N. McCune
7.18 Ontario Region Matter
The BLPC engaged in a brief discussion regarding the Ontario Region xmas function. Clarification will be sought from the Executive Committee in terms cost reimbursement for staff (who are invited to attend) and whether or not Executive members will be entitled to accommodation on the Friday night of the event. Action: J. Purdie
Adjournment and Next Meeting
The meeting adjourned at 4:45 p.m. The next meeting is scheduled for August 26th, 2017.