Resolutions - Amendments to Institute By-Laws

B-1 BY-LAW 10.4 – ADVISORY COUNCIL - Election of AC Director

10.4.4.1 AC Director Only representatives of the Advisory Council shall be eligible to run for, vote for and hold the position of AC Director. The AC Director shall be elected in even numbered years as provided for in these By-Laws and Regulations 10. The AC Director shall have the right to vote at AC meetings.

10.4.4.2 AC Steering Committee (Except AC Director) Each year, there shall be an election of Officers of the Advisory Council. The newly elected Officers shall take office immediately following the meeting at which they were elected. The Chair, the Treasury Board representative and the Federal Government Agencies representative shall normally be elected in even-numbered years. The Vice-Chair and separate employers’ representative shall normally be elected in odd-numbered years.

10.4.4.3 10.4.4.2.1 (Renumbered) Notice of the election shall be included with the agenda for the meeting at which the election takes place. Nomination for election is not contingent upon attendance at the meeting, but candidates must indicate, in writing, a willingness to stand for election.

10.4.4.4 10.4.4.2.2 (Renumbered) The election shall be conducted by a members of the Advisory Council who is are not a candidate in the election. The election shall be by secret ballot. The candidate who receives the plurality of legal votes shall be deemed elected. Following completion of the election, the ballots shall be destroyed.

R10.4.4.1.1 Timing of Election The AC Director shall be elected by secret ballot at the last regularly scheduled AC meeting in even years. BOD 2006 (e)

R10.4.4.1.2 Eligibility For the purposes of By-Law 10.4.4.1, the incumbent AC Director shall be considered a Group representative to the AC and shall be eligible to stand for re-election.

R10.4.4.1.3 Term of Office The AC Director shall serve for a 2 year term commencing on the January 1st immediately following his election. BOD 2006 (e)

R10.4.4.3 Nominations Nominations for the position of AC Director may be submitted in writing to the Chair of the AC or may be made from the floor. BOD 2006 (e)

22.1.2 Nominations Nominations must be in writing, signed by at least one hundred (100) members for candidates for the office of President, fifty (50) for the office of Vice-President, and twenty-five (25) for the position of Regional Director, and contain the consent of the nominees attested to by their signature. Such nominations must be received at the National Office not later than 5.00 p.m. on the day fixed for the close of nominations. Both original nomination forms and nominations submitted by facsimile transmission shall be accepted as official nominations. The date fixed for the close of nominations shall be not less than ten (10) weeks before the date fixed for the election.

Resolutions Sub-Committee Comments- This By-Law amendment is meant to address the requirement that the election of Directors take place at an Annual General Meeting, pursuant to subsection 128 (3) of the Canada Not-for-Profit Corporations Act.

B-2 BY-LAW 14 - FINANCIAL MATTERS AND FEES

14.3.1 Annual Allowance - Each constituent body will be eligible to receive an annual allowance based on the number of members in each constituent body on the roll as of December 31 of the preceding year as set by the Annual General Meeting. Allowances will be established based on the following member composition:

Branches – number of Regular members, Retired members and Rand deductees;

Groups – number of Regular members and Rand deductees; and

Retired Members Guild – number of Retired members

Allowances will only be paid with respect to the current calendar year. The purpose of the allowance is to enable constituent bodies to defray the normal cost of conducting their business.

Resolutions Sub-Committee Comments- The proposed resolution would add Retired Members to the member composition of Branches for the annual allowance calculation. The net cost would be $25,700 based on number of members as of December 31, 2016.

B-3 BY-LAW 17 – COMMITTEES OF THE BOARD

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

Resolutions Sub-Committee Comments -Currently the Elections Committee may be requested to provide assistance by a constituent body elections committee or by a constituent body executive. This By-Law would add the Board of Directors as a body that could request the assistance of the Elections Committee in an Institute election.

B-4 BY-LAW 24 – DISCIPLINE

24.2.1 Disciplinary actions shall not be implemented or communicated by the Institute until the later of the date for filing an appeal has passed pursuant to the Institutes policy, or the disciplinary decision has been upheld on Appeal. AGM 2016

B-4 BY-LAW 24 – DISCIPLINE - Appendix A

Resolutions Sub-Committee Comments- The Board of Directors is proposing this By-Law amendment further to a recommendation made by the Member Conduct Roster to the June 2017 Board meeting. The Roster’s recommendation was supported by the following notes:

In 2016, the Institute’s AGM adopted a resolution amending By-Law 24 to add:

24.2.1 Disciplinary actions shall not be implemented by the Institute until the later of the date for filing an appeal has passed pursuant to the Institute policy, or the disciplinary decision has been upheld on Appeal.

Allegations of misconduct are processed under the existing Dispute Resolution and Discipline Policy (“DRDP”). The Institute has in the past been confronted with serious allegations of misconduct ranging from financial improprieties, to sexual or physical assault and even to raiding of Institute members. Such allegations have been the subject of investigations under the DRDP and have often resulted in findings of misconduct requiring the imposition of disciplinary sanctions. Pursuant to the current Policy, in order for any suspension or expulsion to occur, an investigation must be carried out.

While any member can appeal disciplinary sanctions, such appeal can be time- consuming and can take several months before the disposal of the appeal. These delays are often the result of the third-party neutral’s availability and oftentimes, it is the appealing member who requests extensions of time to go through the process. Allowing an appellant to carry on as if no finding of misconduct has been made while the appeal process takes its course, as the new By-Law 24.2.1 now provides, imposes significant liability risks to the Institute.

In reviewing other organizations’ approach to dealing with disciplinary sanctions, it is apparent that a disciplinary penalty is not automatically suspended on appeal. On the contrary, unless a motion for a stay is sought in Court and granted, members of those organizations are subject to the disciplinary measure whilst the appeal process is ongoing. The only exception relates to police officers, who in many jurisdictions, continue to receive pay until all disciplinary appeals are exhausted. Appendix A, attached, provides examples of non-Institute bodies where the imposition of disciplinary measures take effect immediately notwithstanding appeal rights.

The MCR strongly believes that the disciplinary measures it has imposed over the past three years related to serious cases of misconduct that warranted immediate intervention once the investigation process was complete. The MCR is concerned about the risks associated with By-Law 24.2.1, in that it allows individuals who have been found to have engaged in misconduct by a third party to continue as if nothing had occurred. This has the potential of putting other members, including complainants, in harm’s way. It creates risk for the Institute to be found liable should further harm ensue on the basis that the Institute knew about the risk of harm and had a duty to act to prevent it. This is contrary to what the Institute advocates for on behalf of its members in the workplace and shifts the risk entirely onto the Institute and its members, away from the respondent, who would have had the benefit of a full investigation prior to having been suspended or removed from office.

B-5 BY-LAW 12 – STEWARDS

12.1. Definition A steward shall be an official representative of the Institute when appointed by the Institute. The employer shall be notified of the appointment by the Institute. Only a Regular member may be a Steward.

12.2 Duties and Responsibilities The duties and responsibilities of a Steward shall be as defined in the Regulations.

12.3 Term Stewards shall be appointed for a term as specified in the Regulations.

12.4 Methods of Selection The following methods shall be used to recommend appointments of Stewards by the President:

12. 4.1 By Election By virtue of being elected by members in his area of jurisdiction.

12.4.2 By Appointment The authority to appoint a Steward rests exclusively with the President.

12.4.2.1 Sub-Group, Branch and Regional Executives may recommend Stewards appointments to the appropriate Group Executive which, in turn, may recommend the appointment to the President.

12.4.3 Board of Directors By virtue of being a Regular Member who is member of the Board.

12.5 Re-Appointment of Stewardship The authority to renew a Steward’s terms rests exclusively with the President. Upon expiry of the term of Stewardship, a Steward may be re-appointed as follows:

12.5.1 By Re-Election Upon being re-elected by members in his area of jurisdiction.

12.5.2 By Renewal Subject to the recommendation of the appropriate Group Executive, by choosing to renew his term of office, unless the member loses an election for the position of Steward.

12.6 Termination of Stewardship A member shall cease to be a Steward for any of the following reasons:

12.6.1 If he ceases to be a Regular member of the Institute.

12.6.2 If he is no longer employed in the area of jurisdiction.

12.6.3 If notification of his resignation as a Steward is received at the Institute National Office.

12.6.4 If he is not reappointed following expiry of his Stewardship.

12.6.5 Where the member is a Steward only by virtue of serving on the Board, his Stewardship shall end when his term of office expires or when he ceases to be a Regular member.

12.6.6 If he loses an election for the position of Steward.

12.6.7 If a complaint from a member results in a recall vote which the Steward subsequently loses.

12.6.8 Allegations of misconduct, as set out in By Law 24, made against a steward shall be dealt with in accordance with the Dispute Resolution and Discipline Policy.

B-5 BY-LAW 12 – STEWARDS - Appendix A

Resolutions Sub-Committee Comments- The purpose of this By-Law amendment is to remove references Steward elections, based on the following:

i. The authority to appoint a Steward rests solely with the President pursuant to By-Law. 12.4.

ii. While an election is one mechanism to recommend a steward for appointment, pursuant to 12.4.1, no such election has ever taken place.

iii. This is likely because the Institute, for many years, has welcomed all members who wish to become stewards to apply in the normal manner so their applications may be considered by the President. Therefore, it has been unnecessary to hold elections for Stewards.

iv. A constituent body is free to nominate an individual to become a steward in accordance with By-Law 12.4.2.1. This ability obviates the need to hold an election, as the will of the Branch membership can be expressed through the recommendation. Likewise, given the wording at By-Law 12.4, a steward election is no more than a means to recommend the appointment of a steward; the authority to appoint the steward remains exclusively with the President.

v. The process for holding such an election is set out in Regulation 12.4.1. It calls for the Executive Committee to appoint an elections committee to administer the election and send a call for nominations in the “area of jurisdiction”. The term “area of jurisdiction” is not defined in the Institute’s By-Laws, Regulations or in the Steward Policy. In practice, we do not have areas of jurisdiction.

vi. The election process set out in the Regulation further requires the elections committee to provide all members in the area of jurisdiction with an opportunity to vote. It does not provide any information about how many stewards may potentially be elected as a result of this election.

vii. A significant amount of effort and potentially resources are involved in carrying out an election which will ultimately result in one or more individuals being recommended for appointment as stewards. The President will choose to accept or reject those recommendations. The Executive Committee should not be bound to engage time and resources in a process that will not achieve any palpable results.

viii. As such, unless the Institute wishes to restrict the number of applications for stewardships to be considered in the normal manner, the election process serves no useful purpose. Even when more individuals apply than the Institute feels is required, the President may keep that consideration in mind that as part of her decision-making process when determining whether or not to accept the recommendation.

Finally, it should be noted that the Board currently interprets By-Law 12.4.1 and Regulation 12.4.1 in the following manner:

The Executive Committee will not cause a stewards election to be held unless it has determined that it is necessary to limit the number of steward applications that are to be received in the normal manner set out at By-Law 12.4.2.1 and 12.4.2.2. In the event that such an election is called, the Executive Committee shall establish the area of jurisdiction having regard to all the circumstances and on a case-by-case basis.

B-6 BY-LAW 26 – INSTITUTE AWARDS AND RECOGNITION

26.6 Institute Scholarship Program AGM 2008 (e)

26.6.1 The Professional Institute will provide scholarships for post-secondary education through its Scholarship Program. AGM 2008 (e)

26.6.1.1 The Scholarship Program will be governed and administered by the Professional Institute Legacy Foundation. AGM 2008 (e)

26.7 Institute Scholarship Fund

26.7.1 Institute shall establish a fund which shall be used exclusively to provide scholarships for post-secondary education. AGM 1999 (e)

26.7.2 The fund shall be created from voluntary contributions of subordinate bodies and other sources and all accrued interest will remain part of the fund. No contributions from the general funds of the Institute shall be permitted. AGM 1999 (e)

26.7.3 The Scholarship Legacy Fund will be held in trust, governed and administered by the Professional Institute Legacy Foundation as a part of the Institute Scholarship Program. AGM 2008 (e)

26.7.4 Recipients of scholarships from the Institute Scholarship Fund Program shall be children or grandchildren of Regular members or Retired members in good standing. “Children and grandchildren” shall be deemed to include the children or grandchildren of a member’s spouse or common-law spouse, stepchild, or ward of the member. For the purposes of this By-Law, “member” shall include deceased members in good standing at the time of their death. AGM 2008 (e)

26.7.5 The rules governing the Institute Scholarship Fund Program shall be adopted by the Board. and included in the Regulations. AGM 2008 (e)

Resolutions Sub-Committee Comments- The purpose of this set of amendments is to reflect the evolution of the Fund, the Scholarship Program and of the creation of the Legacy Foundation.

The evolution of the Scholarship Program since the creation of the Legacy Foundation, having as its main purpose the administration and management of the entire Scholarship Program, has given rise to a need to revise Institute’s By-Laws and regulations to ensure that the rules governing the Program bind the appropriate corporation, in this case, the Legacy Foundation.

To address the above concerns, the Institute, as the sole member, has issued guidelines to the Legacy Foundation. The information removed from the By-Laws is fully captured by these guidelines.

B-7 BY-LAW 10 - GROUPS, SUB-GROUPS, ADVISORY COUNCIL AND RETIRED MEMBERS GUILD

10.1.4 Constitution Each Group shall be governed by a Constitution consistent with these By-Laws and Regulations, providing as a minimum the right of each member to be candidates for and vote for the election of Group Executive members, however, Groups may, in accordance with their Constitutions and when possible, require candidates for election to be registered with their professional associations. Each Group shall, upon amendment of its Constitution, submit it to the By-Laws and Policies Committee for review. Any amendments to the

Constitution shall take effect only upon approval by the Board and ratification by the Group membership.

Resolutions Sub-Committee Comments- The Resolution may be out of order as it is inconsistent with By-Law 7.1, yet makes no reference to it.

The Institute, in its articles of continuance and By-Laws has three established classes of members: Regular, Retired and Affiliate. The Resolution in question affects the rights of members as set out in By-Law 7.1, which provides that Regular and Retired Members have the right “to be candidates for office”, “to vote for officers”, “to otherwise participate in the affairs of the Institute” and “subject to By-Law 7.1.1, the affairs of the constituent bodies of the Institute”. While By-Law 7.1.1 allows for a certain limitation of the level of participation in the activities of Groups and Sub-Groups on the basis of a member being in the Retired category of members, no such limitation is specified in relation to Regular members.

The proposed resolution seeks to limit the rights of members on the basis of affiliation to a professional association and arguably, to create a fourth class of members (Regular, Retired, Affiliate and “Professionally certified”). Such an amendment is likely to be considered a special resolution pursuant to ss. 197(1) of the Canada Not-for-Profit Corporations Act (the Act), as it restricts the fundamental rights of both the Regular and Retired classes of members as stipulated in the articles of continuance.

As such, this should be treated as a Special Resolution (i.e. one seeking to add, change or remove fundamental participation rights of any class of members), pursuant to paragraph 197 (1) f) of the Act and By-Law 13.1.5.

B-8 BY-LAW 15 – BOARD OF DIRECTORS - Elimination of the Part-Time Vice-President Positions

Whereas PIPSC currently has four (4) Vice-President positions and a Board of ten (10) Directors to assist the President and;

Whereas the four (4) Vice-President positions are underutilized which causes internal conflict as the parties struggle to find a mandate and;

Whereas the two (2) part time Vice-President positions incur considerable expense for travel to and from Ottawa;

Therefore be it resolved that the two (2) Part-Time Vice-President positions be eliminated at the end of the current term and;

Be it further resolved that the Institute By-Laws be amended as follows:

Executive Committee: The Executive Committee of the Institute consists of the President and the two (2) Vice-Presidents as described in By-Law 18.2.

15.1 Composition The Board of Directors shall consist of the President, the two (2) Vice-Presidents and ten (10) Directors.

18.1 Elected Officers The President and two (2) Vice-Presidents shall be the elected Officers of the Institute.

18.2.1 Composition and Mandate There shall be an Executive Committee consisting of the President and the two (2) Vice-Presidents.

20.5 Remuneration and Benefits The salary scale for Vice-Presidents, two (2) of whom shall serve on a full-time basis, shall be determined by the Board and shall be published in the Notice of Elections/Call for Nominations.

R19.3.1 Relocation Relocation expenses shall be paid to a President from outside the National Capital Region in accordance with the Policy on Relocation of the President and Full-Time Vice-Presidents.

R20.5.1 Relocation Relocation expenses shall be paid to a full-time Vice-President from outside the National Capital Region in accordance with the Policy on Relocation of the President and full-time Vice-Presidents.

R20.5.1.2 Sick Leave The full-time Vice-Presidents shall be entitled to necessary sick leave during their respective terms of office.

R20.5.1.3 Superannuation The Institute shall pay the employer’s portion of contributions to the superannuation account if the full-time Vice-President is on leave without pay from the public service. This payment is determined by the rate of pay the full-time Vice-President would have received had the member maintained his service with the public service.

R20.5.1.4 Other Benefit Plans The employer’s contributions to other employer plans, such as death benefit and health care plans, shall also be borne by the Institute if the full-time Vice-President is on leave without pay.

Resolutions Sub-Committee Comments- The estimated savings would be $249K based on the average cost for the last 7 years.

B-9 BY-LAW 10 - GROUPS, SUB-GROUPS, ADVISORY COUNCIL AND RETIRED MEMBERS GUILD - Replacements for Advisory Council (AC) Director and Chair at AC meetings

Whereas each PIPSC Group and consultation team is entitled to one representative to the AC; and

Whereas the AC director and AC Chair are elected from within the AC membership; and

Whereas the chair and the AC director are involved in the running of the meeting and not participating in the meeting which limits their ability to represent their constituency;

Therefore be it resolved that By-Law 10.4.3.3 be adopted as follows:

10.4.3.3 (NEW) The Chair and AC Director who are involved in presiding over the Advisory Council and Steering Committee meetings may designate a replacement from their Group or Consultation Team to attend the Advisory Council meetings to ensure their Group or Consultation Team is represented at those meetings. This shall in no way remove the status of the Chair or the AC Director as an AC member.

Resolutions Sub-Committee Comments – This would be codifying the current process.

B-10 BY-LAWS 15 – BOARD OF DIRECTORS - Vice-Presidents as Members of the Board of Directors

Whereas the Board of Directors is the highest structure within the organization and its main objective is to provide strategies and directions to the organization, establish plans for the future, while staying accountable to the membership; and

Whereas in most organizations, the day to day activities are taken care by operational structures, being staff under the CEO, the COO, or managed by executive officers; and

Therefore be it resolved that the PIPSC national Vice-Presidents not be members of the Board of Directors, by amending By-Law 15.1 as follow:

15.1 Composition The Board of Directors shall consist of the President, the four (4) Vice-Presidents and ten (10) Directors.

Definition - Elected Director: means member of the Board other than the President and Vice-Presidents.

Resolutions Sub-Committee Comments – An estimated savings of $63K would result from Vice-Presidents not attending Board meetings.

B-11 BY-LAW 14 - FINANCIAL MATTERS AND FEES

Whereas donation to the political parties should be restricted on all jurisdictions. The function of the Institute is not supposed to follow or support any political party or agenda when there is a diverse political opinion among members. An example of added restriction is that NFC Regional Group shall not make a donation to a provincial political party at BC. The other example of added restriction is that Institute shall not make a donation to a political party in a foreign country.

Whereas donation for good is a valuable attitude, there is wide diversity among each group of people, including PIPSC member, about where donation should go. PIPSC members individually may donate to whomever party/organization they want, and there is no reason to bond them together for such a purpose. Beside, none of PIPSC member needs Institute to represent their donation will while they can individually donate solely base on their individual wish and will.

Therefore be it resolved that By-Law 14 be amended as follows:

14.1.10 Donation to Political Parties: Neither the Institute, nor any of its constituent bodies, shall make donations to any political party in any jurisdiction where the Institute represents members, even though such donations may be permitted by law in such jurisdictions. AGM 2003 (e)

14.1.11 Donation to a Third Party (New) Neither the Institute, nor any of its constituent bodies, shall make donations to any third party in any jurisdiction, even though such donations may be permitted by law in such jurisdictions.

Resolutions Sub-Committee Comments - In the past, the Institute has made donations to third party organizations such as Evidence for Democracy or The Union of Concerned Scientists to assist in advocacy campaigns of importance to Institute members. The proposed amendment would prohibit this practice.

B-12 BY-LAW 19 – PRESIDENT – By-Law 19.3 - Remuneration and Benefits

Whereas Receiving salary and collecting pension benefits from the Public Service Pension Plan is not permitted pursuant to the Financial Administration Act; and

Whereas Public Service Employees are subject to a high level of scrutiny by the public; and

Whereas elected officials at the Institute should not be privy to benefits that would not be available to regular members working in the federal public service;

Therefore be it resolved that By-Laws 19.3.1.1 and 19.3.1.2 be adopted as follows:

BY-LAW 19.3.1.1 (New) If the President of the Institute is in receipt of compensation in the form of retirement benefits, compensation paid by the Institute as salary shall be reduced by the gross amount of their pension entitlement in relation to their service as a federal public service employee pursuant to the Public Service Superannuation Act, or in any other case, the gross amount of their pension entitlement earned while a member or employee of the Institute.

BY-LAW 19.3.1.2 (New) For greater certainty, By-Law 19.3.1.1 also applies to any member of the Board of Directors who is acting as President for any reason.

Resolutions Sub-Committee Comments - No reference has been found in the Financial Administration Act indicating that receiving a salary and collecting pension benefits from the Public Service Pension Plan is not permitted.

The Public Service Superannuation Act (PSSA) prohibits a public servant from contributing and receiving a pension pursuant to the PSSA at the same time.

B-13 BY-LAW 20 – VICE-PRESIDENTS – By-Law 20.5 - Remuneration and Benefits

Whereas Receiving salary and collecting pension benefits from the Public Service Pension Plan is not permitted pursuant to the Financial Administration Act; and

Whereas Public Service Employees are subject to a high level of scrutiny by the public; and

Whereas elected officials at the Institute should not be privy to benefits that would not be available to regular members working in the federal public service;

Therefore be it resolved that By-Laws 20.5.1 and 20.5.2 be adopted as follows:

BY-LAW 20.5.1 (New) If a Vice-President of the Institute is in receipt of compensation in the form of retirement benefits, compensation paid by the Institute as salary shall be reduced by the gross amount of their pension entitlement in relation to their service as a federal public service employee pursuant to the Public Service Superannuation Act, or in any other case, the gross amount of their pension entitlement earned while a member or employee of the Institute.

BY-LAW 20.5.2 (New) For greater certainty, By-Law 20.5.1 also applies to any member of the Board of Directors who is Acting as Vice-President for any reason.

Resolutions Sub-Committee Comments - No reference has been found in the Financial Administration Act indicating that receiving a salary and collecting pension benefits from the Public Service Pension Plan is not permitted.

The Public Service Superannuation Act (PSSA) prohibits a public servant from contributing and receiving a pension pursuant to the PSSA at the same time.

B-14 BY-LAW XX - Fees for Contracted Work for PIPSC

Whereas receiving salary and collecting pension benefits from the Public Service Pension Plan is not permitted pursuant to the Financial Administration Act; and

Whereas Public Service Employees are subject to a high level of scrutiny by the public; and

Whereas salaried employees or contractors at the Institute should not be privy to benefits that would not be available to regular members working in the federal public service;

Therefore be it resolved that this new By-Law be adopted:

By-Law XX (New) If any person working on behalf of the Institute is in receipt of compensation in the form of retirement benefits, compensation paid by the Institute as either salary or fees earned as an independent contractor shall be reduced by the gross amount of their pension entitlement in relation to their service as a federal public service employee pursuant to the Public Service Superannuation Act, or in any other case, the gross amount of their pension entitlement earned while a member or employee of the Institute .

Resolutions Sub-Committee Comments - No reference has been found in the Financial Administration Act indicating that receiving a salary and collecting pension benefits from the Public Service Pension Plan is not permitted.

The Public Service Superannuation Act (PSSA) prohibits a public servant from contributing and receiving a pension pursuant to the PSSA at the same time.

It is difficult to understand how this new By-Law would be enforced. Further, in certain cases, it could constitute a violation of Institute staff collective agreements.

This amendment would effectively discourage any retired member or employee from providing contracted work to the Institute. In some cases, this would be contrary to the interest of the Institute as retired members or employees may have required subject matter expertise.

B-15 BY-LAW 21 - DIRECTORS

By-Law 21.4 (New) If a Director is retired, he/she has no entitlement to compensatory salary.

Resolutions Sub-Committee Comments - As a long standing practice, retired members of the Institute who are Directors do not receive compensatory salary.

B-16 BY-LAWS 19 - PRESIDENT, BY-LAW 20 – VICE-PRESIDENTS, BY-LAW 21 - DIRECTORS - Elections of Members of the Board of Directors

Whereas the incumbent to an election is almost always re-elected; and

Whereas it is critical that the composition of the Board of Directors is reflective of diversity of our members so that it is representing the issues of the entire membership; and

Whereas it is critical that the BOD refreshes itself, so that new ideas may be capitalized on; and

Whereas it is critical for succession planning that our stewards feel that there are opportunities at the highest levels within PIPSC, in order to ensure that our best and brightest stewards are encouraged to strive for leadership positions within PIPSC;

Therefore be it resolved that By-Laws 19.1.1, 20.1.1 and 21.1.2 be adopted as follows:

By-Law 19.1.1 (New) The maximum term for the President shall be three (3) consecutive terms of office.

By-Law 20.1.1 (New) The maximum term for Vice-Presidents shall be three (3) consecutive terms of office.

By-Law 21.1.1 (New) The maximum term for Directors shall be three (3) consecutive terms of office.

Resolutions Sub-Committee Comments – No comment

B-17 BY-LAW 19 – PRESIDENT - Non-Compliance with Institute By-Laws

Whereas: The PIPSC Annual General Meeting is the Supreme Governing Body of PIPSC; and

Whereas: The Supreme Governing Body is responsible for passing By-Laws that govern the Institute; and

Whereas: There is currently no mechanism in the By-Laws to deal with non-compliance with the By-Laws; and

Whereas: In January 2017, the President acted in violation of By-Law 18.2.2, by cancelling all meetings of the Executive Committee – Management Committee; and

Whereas: In March 2017, the Board of Directors refused to uphold By-Law 18.2.2 by voting against even discussing the By-Law violation; and

Whereas: PIPSC has, in-place, a standing By-Laws and Policies Committee (BLPC) vested with jurisdiction in this area;

Be it resolved that By-Law 19.2.2.3 be adopted as follows:

By-Law 19.2.2.3 (i) (New) Matters of apparent non-compliance with Institute By-Laws shall be referred to the By-Laws and Policy Committee for interpretation and determination.

By-Law 19.2.2.3 (ii) (New) When the By-Laws and Policy Committee makes a determination that there is non-compliance with the By-Laws, the President shall take measures to ensure immediate compliance by any and all.

By-Law 19.2.2.3 (iii) (New) Continued or repeated non-compliance with / following a BLPC determination shall result in discipline. In the case of elected officials, discipline will begin with temporary removal from office, until the matter is resolved, and could result in permanent removal from office if the matter is not or cannot be resolved.

Resolutions Sub-Committee Comments – The passage of this resolution would require amendments to multiple other BLs (15.2, 17.2, and 24), none of which have been submitted prior to the deadline for submission.

This resolution should be out of order per Resolutions Sub-Committee similar decision on BL 16 (Chairing of Meetings of the Board).

B-18 BY-LAW 16 – MEETINGS OF THE BOARD OF DIRECTORS - Chairing of Meetings of the Board

Whereas the Board of Directors meeting chair is not selected by the Board of Directors and that the Chair is normally the President or selected by the President alone;

Therefore it resolved that By-law 16.1.1 be adopted as follows:

By-Law 16.1.1 (New) At the first meeting of the Board of Directors in January, the Board shall decide on a neutral Chair person who is external to the Board, which may be solicited from the membership or external to the Institute. The chair position shall be a non-voting position on the Board.

Resolutions Sub-Committee Comments - If a member is used as Chair, the cost would be $20,400. If an external Chair is procured, the cost would be $62,800.

The passage of this resolution would require amendments to multiple other BLs, none of which have been submitted prior to the deadline for submission. This resolution should be out of order, as per Resolutions Sub-Committee similar decisions.

B-19 BY-LAW 22 – ELECTIONS OF OFFICERS AND DIRECTORS OF THE INSTITUTE - Method of Elections

Whereas the current election process has inherent flaws and it is possible for members to give their voting keys to others, it is critical that a new third party external contract be established to enhance the reliability, functionality and security of the electronic election voting system to prevent election fraud.

Therefore be it resolved that By-Law 22.5 be adopted as follows:

By-Law 22.5 (New) The election method for electing Officer and Regional Director positions within the Institute be conducted electronically by a third-party neutral provider.

By-Law 22.5.1 (New) The third-party provider must provide secure, reliable results only to the Elections Committee in compliance with By-Law 17.3.2.

Resolutions Sub-Committee Comments - The Institute does not have any recorded cases of breach of security in an election held through electronic means. We are unaware of any electronic voting system that can guarantee with one hundred percent certainty that security will never be compromised.

The cost would be $12K for the required technology, with an additional $11K per election. In the last 12 months, the Institute conducted 8 Group elections and 16 ratification votes, using its electronic election voting system.

B-20 BY-LAW 15 – BOARD OF DIRECTORS

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.

B-21 BY-LAW 15 – BOARD OF DIRECTORS - Authority of the Board of Directors

Whereas the Annual General Meeting is the Supreme Governing Body of the Institute; and

Whereas the Board of Directors has been charged with exercising the authority of the Institute on behalf of the Institute on all matters, subject to the By-Laws and the policy decisions of the AGM; and

Whereas the Institute is subject to the provisions of the Canada Not for Profit Corporations Act (“CNFPCA”);

Therefore be it resolved that By-Law 15 be amended as follows:

By-Law 15.2.1 The Board is a continuing entity which shall exercise the authority of, and act on behalf of the Institute on all matters, subject to the Act, these By-Laws and to policy decisions of General Meetings. Decisions of the Board remain in force until rescinded.

By-Law 15.2.1.1 (New) For greater certainty, the Board may establish such rules, regulations, policies or procedures relating to the affairs of the Corporation as it deems expedient, except that no rule, policy or procedure is valid to the extent that it is contrary to a provision of the Act, or the By-Laws of the Institute, or a policy decision of the AGM.

Resolutions Sub-Committee Comments –The Canada Not-for-Profit Corporations Act already sets out that a corporation is required to comply at all times with the Act and its articles of continuance. It is well established in law that By-Laws cannot trump legislations and that any interpretation of those By-Laws must be done in light of the governing legislation and Articles of Continuance.

The proposed amendment is not required as it mirrors the Act, except for requiring that a person be a “regular member” of the Institute. Currently, Regular and Retired members are eligible to be a director.

B-22 BY-LAW 16 – MEETINGS OF THE BOARD - Special Meetings of the Board of Directors

Whereas Paragraph (a) of Institute By-Law 16.3.1 allows the President to call a Special Board meeting at their sole discretion; and

Whereas Paragraph (b) of Institute By-Law 16.3.1  currently provides that a Special meeting of the Board may be called within two (2) weeks of the date of receipt by the President of a written request from not less than seven (7) members of the Board; and

Whereas the President has failed to call a Special Board meeting in circumstances where seven (7) members of the Board have requested a Special Board meeting in writing; and

Whereas if  seven (7) members of the Board of Directors have determined that an issue is sufficiently important that it needs to be addressed by the Board before its next regular meeting, the President should be required to call the meeting as requested; and

Whereas the Board has been tasked with the authority of acting on behalf of the Institute on all matters between AGM’s;

Therefore be it resolved that By-Law 16.3 be amended as follows:

By-Law 16.3.1 A Special meeting of the Board may be shall be called:

a) by the President, or

b) Within two (2) weeks of the date of receipt by the President of a written request from not less than seven (7) members of the Board.

Resolutions Sub-Committee Comments- No comment

B-23 BY-LAW 16 – MEETINGS OF THE BOARD OF DIRECTORS

Whereas the By-Law currently provides that a Special meeting of the Board may be called within two (2) weeks of the date of receipt by the President of a written request from not less than seven (7) members of the Board; and

Whereas the President or their designate has called Special Meetings of the Board without proper notice, and without making a reasonable attempt to ensure that all members of the Board of Directors are available for such meeting; and

Whereas Members of the Board of Directors are duly elected by the members to represent their interests, and therefore, should necessarily be given proper notice to enable them to attend all meetings of the Board; and

Whereas the Board has been tasked with the authority of acting on behalf of the Institute on all matters between AGM’s;

Therefore be it resolved that By-Law 16.3.1.2 be adopted as follows:

By-Law 16.3.1.2 (New) Notwithstanding 16.3.1 and 16.3.1.1, notice of the time and place for the holding of a meeting of the Board shall be given to every director of the Corporation by an electronic document in accordance with Part 17 of the Act, not less than seven (7) days before the time when the meeting is to be held.

Resolutions Sub-Committee Comments - The Canada Not-for-Profit Corporations Act(the Act) allows for the Board to meet “on any notice that the bylaws require” and Part 17 of the Act has no application to notices of Board meetings except in very particular circumstances outlined in the Act.

B-24 BY-LAW 15 – BOARD OF DIRECTORS - Eligibility of Directors

Whereas the Institute is subject to the provisions of the Canada Not for Profit Corporations Act (“CNFPCA”); and

Whereas the Institute has previously acted in a manner that is contrary to the CNFPCA in relation to the eligibility of Directors; and

Whereas incorporating key provisions of the Act in Institute By-Laws helps to ensure that all of our members, Directors and Officers of the Institute do not inadvertently contravene provisions of the CNFPCA;

Therefore be it resolved that By-Law 15.3 be adopted as follows:

By-Law 15.3 (New) A person is eligible to be a Director if he or she:

a) Is a regular member of the Institute

b) Is at least 18 years of age;

c) Has not been declared incapable by a court in Canada or elsewhere; and

d) Is not an un-discharged bankrupt

By-Law 15.3.1 - Ceasing to be a Director (New) A Person shall cease to be a Director:

a) Upon the date which is the later of the date of delivering his or her resignation in writing to the secretary of the Corporation or to the Registered Office and the effective date of the resignation stated therein;

b) Upon ceasing to be eligible pursuant to BL 15.3;

c) Upon his or her removal; or

d) Upon his or her death

Resolutions Sub-Committee Comments- N.B. This amendment may be out of order as it is incompatible with the rights of retired members set out at BL 7.

In the alternative, if it is put to delegates:

The Canada Not-for-Profit Corporations Act (the Act) already sets out that a corporation is required to comply at all times with the Act and its articles of continuance. It is well established in law that By-Laws cannot trump legislation and that any interpretation of those By-Laws must be done in light of the governing legislation and articles of continuance.

The proposed amendment is not required as it mirrors the Act, except for requiring that a person be a “regular member” of the Institute. Currently, Regular and Retired members are eligible to be a director.

To the extent that it restricts the rights of Retired members, one of the three specified classes of members outlined in PIPSC’s articles of continuance, it should be treated as a Special Resolution (i.e. one seeking to add, change or remove fundamental participation rights of any class of members) pursuant to paragraph 197 (1) f) of the Act and BL 13.1.5.

B-25 BY-LAW 24 – DISCIPLINE

Whereas the legitimacy of the complaint process is predicated on its integrity and fairness; and

Whereas the right to appeal a decision is a fundamental right of membership, regardless of who the person is, or the office they hold at the Institute; and

Whereas the Institute has a policy entitled Complaints to Outside Third Parties which could result in the removal of a member from any office or position held by the member, if they file a complaint with an outside body;

Therefore be it resolved that By-Law 24.5 be adopted as follows:

Note: If this resolution passes, it will require changes to the Institute’s policy on Third Party Complaints.

By-Law 24.5 (New) A member of the Institute shall not be suspended for filing a complaint with an outside body, as long as they have exhausted all internal recourse mechanisms.

By-Law 24.5.1 (New) The Board shall provide written confirmation within 10 days of the request for confirmation by a member that they have exhausted all internal recourse mechanisms, or in the alternative, specifically identify what other recourse mechanisms the member must avail themselves of in order to satisfy the requirement of the By-Law.

By-Law 24.5.2 (New) The member shall be deemed to have exhausted all internal recourse mechanisms if the Board fails to meet the timelines specified in By-Law 24.5.1.

Resolutions Sub-Committee Comments –The Policy on Members and Complaints to Outside Bodies as it currently exists is intended to address the difficult issues that arise when members who hold office take action against the Institute in various outside tribunals or bodies. The Policy currently requires the Board to turn its mind to whether the individual taking action against the Institute is able to maintain their elected or appointed office given the matter they have taken to an outside tribunal. Each case is treated on its own merits and requires a balancing of the member’s particular duty of loyalty to the organization given the position they hold and the arguments being leveled against the Institute.

The risk to the Institute is no different whether or not the individuals have exhausted all internal recourse.

B-26 BY-LAW 24 – DISCIPLINE - Conflict of Interest

Whereas the legitimacy of the complaint process is predicated on its integrity and fairness; and

Whereas it is critical that the complaint process be fair and impartial, and be perceived to be fair and impartial; and

Whereas it is critical that individuals who are in either a real or perceived conflict of interest, or for which there exists an apprehension of bias should not be involved in any discussions or decisions related thereto; and

Whereas the Institute has not been consistent in its determination of conflict of interest resulting in decisions that may be construed to be arbitrary, or at a minimum, not applying their standards of discipline in a consistent manner thereby exposing the Institute to a risk of liability as our members may file a complaint at the PSLREB;

Therefore be it resolved that By-Law 24.3.1 be adopted as follows:

Note: If this resolution passes, it may require consequential changes to the Institute’s Conflict of Interest Policy and/or the Institute’s Dispute Resolution and Discipline Policy.

By-Law 24.3.1 (New) No member of the Institute may participate in any discussions or decisions that are directly or indirectly related that could result in potential discipline if they are in a real or perceived conflict of interest, or there exists an apprehension of bias. A real or perceived conflict of interest or apprehension of bias shall be deemed to exist where:

a) The individual is a witness to the Investigation, or may reasonably be called as a potential witness;

b) The individual is either a complainant or a respondent;

c) The individual is a representative of either the complainant or the respondent

Resolutions Sub-Committee Comments- The proposed amendment, as worded, suggests an overly broad application of the concept of bias or apprehension of bias, while failing to capture the most unsettling situations where an individual has (or may be perceived to have) a personal interest in the outcome, or where a person is unable to consider the matter with an open mind. For instance, not all potential witnesses are necessarily biased in considering a matter and, conversely, it is possible that individuals other than those falling in the three categories of individuals listed in the proposed amendments may be biased.

The BLPC has been working with the Office of the General Counsel to amend the Conflict of Interest Policy at the request of the Board of Directors.

B-27 BY-LAW 24 – DISCIPLINE - Dispute

Whereas disputes between members are not been handled consistently by the Institute; and

Whereas investigations cost the Institute substantial sums of monies, are extremely adversarial, and ultimately do not provide a result that is satisfactory to either party to the dispute; and

Whereas it is in the Institute’s best interests to facilitate the resolution of disputes at the lowest possible level; and

Whereas mediation or other alternative dispute resolution is mandatory in most provincial jurisdictions in very acrimonious situation such as for individuals who are wishing to dissolve their marriage;

Therefore be it resolved that By-Law 24 be amended by adding the following articles:

Note: If this By-Law passes, it will require consequential changes to the Institute’s Dispute Resolution and Discipline policy.

By-Law 24.X (New) Unresolved disputes or controversies among members, directors, officers, committee members or volunteers of the Corporation shall first be referred to mediation, or other form of alternate dispute resolution and/or arbitration before proceeding to formal Investigation.

By-Law 24.X.1 Dispute Resolution Mechanism - In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the corporation arising out of or related to the By-Laws of the Institute or constituent boy, or out of any aspect of the operations of the Corporation that is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the By-Laws or the Act, or the member and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

a_ The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the Board of the Corporation) appoints one mediator and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.

b) The number of mediators may be reduced from three to one or two upon agreement of the parties.

c) If the parties are not successful in resolving the dispute through mediation, the parties to the dispute can agree to have the dispute settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, and as mutually agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The parties further agree that the decision will be final and binding on the parties.

d) If the dispute is not resolved through either mediation or arbitration, General Counsel shall immediately determine whether the complaint is frivolous, vexatious or without merit in which case it shall be dismissed summarily. If the complaint is determined to have merit, it shall proceed immediately to Investigation.

Resolutions Sub-Committee Comments - The cost involved at the mediation stage is estimated at $15,000 strictly in professional fees per case assuming two parties are involved. + travel + room rental + salary replacement

The cost involved at the arbitration stage is estimated at $6000 -15,000.00 per case based on arbitration lasting between 2 to 5 days + cost of counsel + travel + room rental + salary replacement.

The cost involved at the investigation stage is estimated at $15,000.00 per case based on average cost of investigations under the DRDP.

The proposed amendment leaves open the possibility that $21,000 – $30,000 may be expended on a case only to have it determined to be frivolous, vexatious or without merit by General Counsel prior to an investigation being launched.

It is unclear what may be considered a “controversy” requiring the application of the By-Law.

It is unclear how an investigation might still be required after an arbitration process described in the proposed amendment as “final and binding”.

The current Dispute Resolution and Discipline Policy provides for the possibility of mediation, on a voluntary basis.

In jurisdictions where mandatory mediation is required, it is typically conducted by a single mediator. We are unaware of any jurisdiction imposing mediation with three mediators at a time.

B-28 BY-LAW 13 – GENERAL MEETINGS OF THE INSTITUTE

Whereas the Institute exists to serve its members; and

Whereas the Annual General Meeting (“AGM”) is the Supreme Governing body of the Institute; and

Whereas Delegates to the AGM are selected from the Groups and the Regions pursuant to Institute By-Laws, and are presumed to represent the interests of the members from their particular constituent body, Group or Region; and

Whereas details of proposed changes are only required to be provided to all members no later than four weeks before the AGM; and

Whereas four (4) weeks does not provide sufficient time for delegates to the AGM to canvas their membership to ensure that they have received input and direction from their members with respect to proposed By-Law changes;

Therefore be it resolved that By-Law 13.1.4.1 be amended as follows:

By-Law 13.1.4.1 (b) details of the proposed changes were provided to all members not later than four (4) eight (8) weeks prior to an Annual General Meeting.

Resolutions Sub-Committee Comments - It would not be possible to prepare the resolutions document for the membership in the amount of time foreseen by this proposed amendment. Time is required for meetings of the Resolution Sub-Committee, costing, translation, document production and distribution.

The current notice period is compliant with the Canada-Not-For-Profit-Corporations Act.

B-29 BY-LAW 22 – ELECTION OF OFFICERS AND DIRECTORS OF THE INSTITUTE

Whereas the Institute is subject to the provisions of the Canada Not for Profit Corporations Act (“CNFPCA”); and

Whereas the CNFPCA does not permit an individual who has the status of bankrupt to hold office as a Director; and

Whereas the language in the CNFPCA is ambiguous with respect to the eligibility of a candidate to stand for election who is otherwise not eligible; and

Whereas it would create an untenable situation if a candidate in the PIPSC elections was an un-discharged bankrupt, and won the election; and

Whereas an ineligible candidate who does not win could also have an impact on who is the ultimately a successful candidate, since the Institute uses a ranked ballot voting system; and

Whereas it has come to light that a candidate in the 2014 Special Elections for VP had the status of a bankrupt as of the closing date for nominations;

Therefore be it resolved that By-Law 22 be amended as follows:

Delete By-Law 22.1.2 (Redundant)

By-Law 22.1.2 (New) A candidate in an election must be eligible to hold office pursuant to By-Law 15.3 as of the closing date for nominations.

Resolutions Sub-Committee Comments -The Canada Not-for-Profit Corporations Act (the Act or CNPCA) and more specifically, subsection 126 (1) of the CNPCA is not ambiguous. An individual who has the status of bankrupt is disqualified from being a director of a corporation.

Eligibility to run for office is not covered by the Act. It is possible that an individual could have the status of bankrupt when a call for nominations is open and be discharged or – more rarely, have the bankruptcy annulled – by the time the election results are finalized. Nothing would prevent that person from running or holding office under the Act.

Since 2015, the Institute conducts bankruptcy searches on all members of the Board after each election and on an annual basis.

B-30 BY-LAW 15 – BOARD OF DIRECTORS - Election of Officers and Directors

Whereas under subsection 126(1) of the CNFPC Act a Director of a Board must meet all of the following qualifications to be a Director of the Board:

• be at least 18 years old
• not have been declared incapable by a court in Canada or in another country
• be an individual (that is, a corporation cannot be a director)
• not be in bankrupt status

Whereas PIPSC must comply with the CNFPC Act and take immediate action when the CNFPC Act is contravened by a Director in order to mitigate the risk to PIPSC and its membership;

Be it resolved that By-Law 15 (Board of Directors) be amended to include the following new section:

15.3 (Eligibility to be a Board Member) (New)

15.3.1 (New) Board of Directors shall comply with the CNFPC Act.

15.3.2 (New) When PIPSC becomes aware of the non-compliance of a Director, it shall take immediate action to remove the Director so as to mitigate any risk to PIPSC. PIPSC shall immediately inform the Board of Directors of such a situation when it becomes known.

15.3.3 (New) A standing Director of the Board shall inform PIPSC as soon as that Director has filed for bankruptcy.

15.3.4 (New) At the close of nominations, a candidate in a Board election shall meet the eligibility requirements including subsection 127(1) of the CNFPC Act in order to be eligible to be a candidate. An elected candidate who did not inform PIPSC of non-compliance shall have his/her election declared null and void. PIPSC may decide to take action against the candidate under the DRD Policy. PIPSC shall decide on the need to re-run the election.

Resolutions Sub-Committee Comments- The Canada Not-for-Profit Corporations Act (the Act or CNPCA) and more specifically, subsection 126 (1) of the CNPCA is clear. An individual who has the status of bankrupt is disqualified from being a director of a corporation.

Eligibility to run for office is not covered by the Act. It is possible that an individual could have the status of bankrupt when a call for nominations is open and be discharged or – more rarely, have the bankruptcy annulled – by the time the election results are finalized. Nothing would prevent that person from running for or holding office under the Act.

Since 2015, the Institute conducts bankruptcy searches on all members of the Board after each election and on an annual basis.

B-31 BY-LAW 12 – STEWARDS

Whereas Stewards are official representatives of the Institute and as such, they are the vital link between the union and the membership in the workplace; and

Whereas being a Steward is not a right but a privilege; and

Whereas there can be significant negative consequences to the membership and the Institute if a Steward is in a conflict of interest between the Institute and the employer; and

Whereas such a conflict occurs when a Steward becomes a supervisor or a manager and consequently supervises Institute members, responsible for their performance reviews, leave authorizations, staffing and be part of possible disciplinary actions against a member; and

Whereas a supervisor or manager is clearly seen by the members in the workplace as being part of the “management” team and a cause of grievances and complaints by members; and

Whereas a Steward shall not find her/himself in such a situation and shall be in a position of trust by the membership in his/her workplace at all times; and

Whereas a member cannot have a loyalty to 2 naturally opposing factions (union / management) at the same time, be both supervisor/management and a union steward without being in a conflict of interest (conscious or unconscious);

Therefore be it resolved that Institute By-Law 12.1 be amended to avoid such conflict of interest with regards to an Institute steward’s responsibilities as defined in the By-Laws/Regulations:

12.1 Definition:

1. A Steward shall be an official representative of the Institute when appointed by the Institute. The employer shall be notified of the appointment by the Institute. Only a Regular member may be a Steward.

2. No Regular member in a conflict of interest between the Institute and the employer shall apply for, be appointed to, or hold the position of a PIPSC steward while such a conflict of interest exists. Such a conflict of interest would include holding a supervisory/managerial position over Institute members in the workplace.

(a) A steward shall resign (temporarily or permanently) while such a conflict of interest exists.

12.6.9 No Regular member in a conflict of interest between the Institute and the employer shall apply for, be appointed to, or hold the position of a PIPSC steward while such a conflict of interest exists. Such a conflict of interest would include holding a supervisory/managerial position over Institute members in the workplace.

(a) A steward shall resign (temporarily or permanently) while such a conflict of interest exists.

Resolutions Sub-Committee Comments – It is unclear what would constitute a “conflict of interest”; as the proposed By-Law only gives an example without defining the term.

In addition, there is a risk that such an amendment may be considered as imposing an arbitrary limitation to the participation rights of Regular members; this is particularly so given that there is currently a process in place that would allow for the types of concerns raised in this proposed amendment to be considered on a case-by-case basis, as opposed to a blanket rule.

B-32 REGULATION R12.5 – Re-Appointment of Stewardship

Whereas Stewards are official representatives of the Institute and as such, they are the vital link between the union and the membership in the workplace and

Whereas being a Steward is not a right but a privilege; and

Whereas the performance of a Steward shall normally be monitored by the respective Group; and

Whereas the term of a Steward is normally 3 years; and

Whereas the non-renewal of a Steward shall not be a surprise to a Steward; and

Whereas a Steward should be made aware of any negative issues related to his/her Stewardship as soon as such an issue is reported so as to afford the Steward an opportunity to discuss and rectify the issue if possible.

Therefore be it resolved that R12.5 (Re-Appointment of Stewardship) be amended as follows:

R12.5.1 (New) A PIPSC Steward shall be informed by PIPSC of any issue that may negatively affect the Steward’s renewal. Such notification shall be made in writing as soon as PIPSC is made aware of the issue and not just at the time of renewal.

R12.5.2 (New) A PIPSC Steward shall be afforded the opportunity to rectify such an issue so that it no longer negatively affects the renewal. A Steward may involve his Group executive in this process.

R12.5.3 (New) A decision of non-renewal of a Steward and the reasons for this decision shall be communicated in writing within ten (10) working days from the time the official decision was made to the Steward, Group executive, Consultation President, Regional Chair and in the case of an elected Steward, the electorate in the area of jurisdiction.

R12.5.4 (New) The reporter of an issue that is deemed to be vexatious, without merit or retaliatory may be dealt with under PIPSC policy such as the DRD Policy

Resolutions Sub-Committee Comments – No comment

B-33 REGULATION R12.4.1 - Election Procedures

Whereas Stewards are official representatives of the Institute and as such, they are the vital link between the union and the membership in the workplace; and

Whereas a Steward election is a form of membership engagement and not a political appointment; and

Whereas Regulation R12.4.1 (Election Procedures) lists the procedures that shall be followed in Steward elections; and

Whereas more than one Steward may need to be elected; and

Whereas the eligibility of all Steward candidates shall be verified; and

Whereas a Group/Subgroup executive should normally conduct a Steward election(s) and not the EC;

Therefore be it resolved that Regulation R12.4.1 be amended as follows:

1. R12.4.1 (New) The Group/Sub-Group Executive shall inform the Executive Committee of the election intent, the election process needs and the composition of their election committee that will administer the election including screening the eligibility of all candidates.
2. The Group/Sub-Group election committee so appointed shall send a call for nominations to all members in the area of jurisdiction and, shall set the date(s) for the vote, and post the number of Stewards positions to be elected.
3. All members in the area of jurisdiction shall be provided with an opportunity to vote.
4. A simple majority of the legal votes shall be required to elect the Steward or those receiving the highest number of votes for the election of multiple Stewards.

Resolutions Sub-Committee Comments- If other provision of removing Steward election passes, this would become redundant. See comment at B-5.

B-34 BY-LAW 16 – MEETINGS OF THE BOARD - Voting at Meetings of the Board

Whereas Directors of the Board are elected officials and accountable to the membership; and

Whereas the membership are entitled to know what occurs in open sessions of the Board; and

Whereas the majority of the Board approved the use of secret electronic voting at Board meetings (open and closed sessions) in 2017 and doing so has deliberately removed transparency by prevented the membership from knowing how each of its elected members of the Board votes and has removed the accountability of each individual director to the electorate;

Therefore be it resolved that By-Law 16.2.1 be adopted as follows:

By-Law 16.2.1 (New) To ensure transparency and accountability to the membership during Board meetings, that all voting by the Board shall be done by simple show of hands.

Resolutions Sub-Committee Comments - No comment

B-35 BY-LAW 7 – RIGHTS OF MEMBERSHIP

Whereas retired members are no longer in the workplace and therefore lose their connection with the issues impacting our members and have no immediate vested interest in the outcome of workplace decisions; and

Whereas the Canadian Labour Congress (“CLC”) as well as virtually all affiliate unions do not permit retired members to hold office on the Board of Directors; and

Whereas it is critical for succession planning that our stewards feel that there are opportunities at the highest levels within PIPSC in order to ensure that our best and brightest stewards are encouraged to strive for leadership positions within PIPSC; and

Whereas there are other important roles that retired members can play including mentoring stewards and voicing concerns in the public arena;

Therefore be it resolved that By-Law 7 be adopted as follows:

7.1  Regular and Retired Members Only Regular and Retired members have the right to be candidates for office, to vote for officers, to otherwise participate in the affairs of the Institute, and, subject to By-Law 7.1.1, the affairs of the constituent bodies of  the Institute.  Only Regular and Retired members shall be eligible to attend General Meetings of the Institute.  Only Regular members shall be eligible for appointment as Stewards.

By-Law 7 (New) Only Regular members have the right to be candidates for office, vote for officers, and be eligible for appointment as Stewards.

By-Law 7.1 Only Regular and Retired members may otherwise participate in the affairs of the Institute, and, subject to By-Law 7.1.1, the affairs of the constituent bodies of the Institute. Only Regular and Retired members shall be eligible to attend General Meetings of the Institute.

Resolutions Sub-Committee Comments – If adopted, this resolution would only take effect after the end of the term of any Retired member currently holding office on the Board of Directors or Executive Committee.

The Institute, in its articles of continuance and By-Laws has three established classes of members: Regular, Retired and Affiliate. The proposed resolution seeks to limit the rights of Retired members and is likely to be considered a special resolution pursuant to ss. 197(1) of the Canada Not-for-Profit Corporations Act (CNPCA), as it restricts the fundamental rights of the Retired class of members as stipulated in the articles of continuance.

As such, this should be treated as a special resolution (i.e. one seeking to add, change or remove fundamental participation rights of any class of members) pursuant to paragraph197 (1) f) of the Act and BL 13.1.5.

B-36 BY-LAW 21 – DIRECTORS - Distribution of Directors

Whereas the Institute exists to serve its members, both past, present and future; and

Whereas the Board of Directors should be reflective of the diversity of our members, and ensure that our retired members have a voice in the affairs of the Institute; and

Whereas ensuring a designated position on the Board of Directors for our retired members will be beneficial for our collective members, as she/he would be the link to the Retired Members Guild and ultimately, would result in more effective utilization of our retired members;

Therefore be it resolved that By-Law 21 be amended as follows:

Note: This resolution should be dealt with after the resolution dealing with the rights of membership, because if that other resolution fails, this resolution should necessarily be withdrawn.

Note: If this resolution passes, then By-Law 21.2 dealing with the distribution of Directors will have to be amended to include one (1) elected Director from the Retired Members Guild.

By-Law 21.1 The term of office for the Regional Directors shall normally be three (3) years except that the regularly scheduled election for the Regional Directors (two (2) from the NCR, Director for the Atlantic, Ontario and British Columbia/Yukon Regions) in 2014 shall be for a one (1) year term.

By-Law 21.1 (New) One (1) Director shall be from the Retired Members Guild.

Resolutions Sub-Committee Comments – No comment

B-37 BY-LAW 15 – BOARD OF DIRECTORS - Eligibility of Directors

Whereas retired members are no longer in the workplace, and therefore, lose their connection with the issues impacting our members; and

Whereas the Canadian Labour Congress (“CLC”), as well as virtually all affiliate unions do not allow retired members to hold office on the Board of Directors; and

Whereas it is critical that the composition of the Board of Directors (”BOD”) is reflective of our members so that it is representing the issues of the entire membership; and

Whereas it is critical that the BOD refreshes itself, so that new ideas may be capitalized on; and

Whereas it is critical for succession planning that our stewards feel that there are opportunities at the highest levels within PIPSC, in order to ensure that our best and brightest stewards are encouraged to strive for leadership positions within PIPSC;

Therefore be it resolved that By-Law 15.3 be adopted as follows:

Note: If the proposed changes to New By-Law 7 and 7.1 fail, this resolution may be ruled out of order.

By-Law 15.3 (New) A member of the Board of Directors who retires while in office shall resign their position as a Director of the Institute, at the end of the calendar year in which they retire.

Resolutions Sub-Committee Comments – No comment

B-38 BY-LAW 12 – STEWARDS - Election of Stewards

Whereas the tradition of union leadership based directly on the shop floor is over 100 years old; and

Whereas the shop Steward was selected by rank and file members to directly represent their interests with the employer; and

Whereas a union Steward is an essential link between members and the employer and between members and elected officials; and

Whereas it is essential that there is a process whereby members of a workplace are able to select their representative Steward; and

Whereas currently the authority to appoint a Steward rests exclusively with the President thereby removing this power from rank and file members;

Therefore be it resolved that By-Law 12 be amended as follows:

By-Law 12.4 - Methods of Selection The following methods shall be used to recommend appointments of Stewards by the President appoint Stewards:

By-Law 12.4.1 - By Election By virtue of being elected by members in his area of jurisdiction.

By-Law 12.4.2 - By Appointment The authority to appoint a Steward rests exclusively with the President.

By-Law 12.5 - Re-Appointment of Stewardship The authority to renew a Steward's term rests exclusively with the President. Upon expiry of the term of Stewardship, a Steward may be re-appointed as follows:

By-Law 12.5.1 - By Re-Election Upon being re-elected by members in his area of jurisdiction.

By-Law 12.5.2 By Renewal - Subject to the recommendation of the appropriate Group Executive, by choosing to renew his term of office unless the member loses an election for the position of Steward.

Resolutions Sub-Committee Comments – If this resolution passes, it would change the authority of the President. The President’s exclusive authority over Steward appointments is a reflection of the important role they play as Institute representatives who can engage the Institute’s liability on several fronts (human rights, duty of fair representation, civil liability, etc.). It is an appropriate means to ensure that the liability risks associated with such responsibility is mitigated.

The 2016 AGM added the word “exclusively” to BL 12.4.2.

B-39 BY-LAW 19 – PRESIDENT - Roles of President and Vice-Presidents

Whereas one of the roles of the Vice-Presidents as specified in Institute By-Laws is to assist the President; and

Whereas it is critical that Vice-Presidents are capable of stepping into the role of President of the Institute should an unforeseen event transpire, in order that the transition is seamless and the work of the Institute carries on uninterrupted; and

Whereas the roles and authorities of the President and the Vice-President currently lack clarity; and

Whereas there is currently no mechanism to resolve issues relating to assignment of the Vice-Presidents workload, including ensuring that Vice-Presidents are fully utilized;

Therefore be it resolved that By-Law 19.2 be adopted as follows:

By-Law 19.2.1.2 (New) If the President relinquishes the position of Chair at any meeting, one of the Vice-Presidents shall be appointed Chair of the particular meeting by the President. Chairing of meetings shall be shared on an equitable basis amongst the Vice-Presidents.

By-Law 19.2.1.3 (New) The President shall assign portfolios to the Vice-Presidents having regard to the strategic objectives of the Institute, and taking into account the skills, attributes and interests of the Vice-Presidents on an equitable basis, and subject to final approval by the Board.

By-Law 19.2.1.4 (New) Appointment to external Committee, Working Groups or Boards shall be made by the President, subject to the recommendations and final approval by the Board. In all cases, appointment to these positions shall be from the Vice-Presidents, and the Directors (in that order). For greater certainty, staff shall not be appointed to any external Committee, Working Groups or Board except for sub- committees of a particular Committee, Working Group or Board that are stood up with the express purpose of supporting the particular Committee, Working Group or Board.

By-Law 19.2.1.5 (New) The President shall not relinquish any of her responsibilities or authorities to a staff person. For greater certainty, the President may delegate his/her responsibilities to a Vice-President, but remains ultimately accountable for any actions or decisions made.

Resolutions Sub-Committee Comments - The President currently has the authority to assign work to Vice-Presidents and members of the Board based on their skills, attributes, and interests in accordance with By-Law 20.2 (Responsibilities of Vice-Presidents – Quote verbatim 20.2). This amendment would shift that authority from the President.

Proposed By-Law 19.2.1.4 provides that only members of the Board of Directors can be appointed to committees, working groups or boards. This proposed amendment would prohibit the appointment of subject matter experts from the membership or staff to committees, working groups or boards.

B-40 BY-LAW 17 – COMMITTEES OF THE BOARD

Whereas PIPSC represents professionals employed across Canada and internationally; and

Whereas PIPSC is comprised of 47 distinct Groups in 6 Regions; and

Whereas PIPSC seeks to engage and represent all members regardless of Group or Region; and

Whereas By-Law 10.4.3 states that the Advisory Council shall have a Steering Committee comprising the Chair, the Vice-Chair, the AC Director, one (1) representative from each of the three (3) categories of employers elected from amongst Group and Consultation Team representatives employed by each category of employers: one (1) from Treasury Board, one (1) from Federal Government Agencies other than the Treasury Board and one (1) from the separate employers; and

Whereas Committees of the Board have not always been composed of representatives from all Groups and/or Regions;

Therefore be it resolved that By-Law 17.1.3 be amended as follows:

17.1.3 Composition All Committees shall consist of five (5) to seven (7) members and, unless otherwise specified, shall include one (1) member from each Region. Additionally, each committee shall consist of at least one (1) member from Treasury Board, one (1) from Federal Government Agencies other than the Treasury Board and one (1) from the separate employers. Where there is a Vice-President liaison to a committee, the Vice-President does not count as a member of the committee.

Resolutions Sub-Committee Comments – No comment

B-41 BY-LAW 15 - BOARD OF DIRECTORS, BY-LAW 21 - DIRECTORS and BY-LAW 22 – ELECTION OF OFFICERS AND DIRECTORS OF THE INSTITUTE - Regional Directors

Whereas Officers (President and VP) are elected by all PIPSC members, Regional Directors are elected by all members of the region, all members are eligible for election as a member of the Board; and every member has one voting ballot (By-Laws 22.2 and 22.3); and

Whereas only representatives of the Advisory Council (AC) shall be eligible to run for, vote for and hold the position of AC Director (By-Laws 10.4.4.1) and this election is separate from elections to the Board (By-Laws 17.3.2); and

Whereas elections to the Board of Directors has been set in 2012 to occur simultaneously every 3 years; and no member shall be a candidate for more than one position on the Board in any given election (By-Laws 22.1 and 22.2.2); and

Whereas in 2016, the Advisory Council wanted to eliminate the possibility that the AC Director be a candidate to an officer position (President or Vice-President) while remaining a member of the Board;

Therefore be it resolved that By-Law 22 be amended as follows:

22.2.2.1 Board Members as Candidates Except for the AC Director, A member of the Board shall not, however, impair his capacity to retain his current office by virtue of his candidacy for another office, save upon election to such latter office as provided herein. The AC Director shall resign to be a candidate for elections to the Board.

Be it further resolved that By-Laws 15, and 21 be amended to complete the distinction between AC Director and Regional Directors; and to remove the AC from four (4) sections of By-Laws 21 as follows:

15.1 Composition The Board of Directors shall consist of the President, the four (4) Vice-Presidents, and ten (10) nine (9) regional Directors and the AC Director.

21.2 Distribution Four (4) Elected Directors shall be from the National Capital Region; and one (1) elected Director from each of the Regions outside the National Capital Region, and one (1) Elected Director shall be elected by the Advisory Council.

22.1 Date of Election/Commencement of Office Commencing in 2015, there shall be an election of Officers and Directors of the Institute every three (3) years. On or before the first (1st) day of September, the Board shall fix the date for the election of Officers and Regional Directors, which shall take place at the Annual General Meeting. The newly-elected Officers and Regional Directors shall take office on the first (1st) day of January, following the election.

21.4.1 If a position of elected Director becomes vacant, the Board shall, subject to the recommendation of the AC or the Regional Executive concerned, fill such vacancy, by appointment, until the vacancy is filled by election. By-Law 21.2.1 is not applicable until the election.

21.4.2 Insufficient Nominations Notwithstanding the above, vacancies that occur as a result of insufficient nominations shall, subject to the recommendation of the AC Steering Committee or the Regional Executive concerned, be filled by appointment by the Board.

21.5 Leave of Absence for Just Cause [... ] the Board may, at its discretion and subject to the recommendation of the AC Steering Committee or the Regional Executive concerned, fill the position [etc unchanged]

21.5.1 When a Director is absent [... ] the Board may, at its discretion and subject to the recommendation of the AC Steering Committee or the Regional Executive concerned, fill the vacancy [etc unchanged]

Resolutions Sub-Committee Comments - If proposed By-Law amendment 10.1.4. passes, this would become out of order or redundant as it would have the same effect.

B-42 BY-LAW 19 - PRESIDENT, BY-LAW 20 – VICE-PRESIDENTS & BY-LAW 21 - DIRECTORS – National Elected Leaders Involved in Constituent Bodies

Whereas it is not common to see officers involved in the day-to-day activities, while also being involved in the strategies of organization. Involvements at both levels could be prone to tensions, conflict of interests, bias. Further, some of current and past VPs have being wearing multiple hats that further cause conflicts on the position to be taken on some decisions. Basically, sometime it feels like one day you decide what you are going to do the next days, always thinking of the how (down to earth) and not concentrating on the why (20k feet strategies);

Therefore be it resolved that By-Laws 19.2, 20.2 and 21.2 be amended and converted into regulations, effective January 2019:

BY-LAW 19 - PRESIDENT

R 19.2.1.1 The President shall not be a member of a Consultation Team, a Group, Sub-Group, Region or Branch Executive.

BY-LAW 20 - VICE-PRESIDENTS

R 20.2.1 The Vice-Presidents shall not be a member of a Consultation Team, a Group, Sub-Group, Region or Branch Executive.

BY-LAW 21 - DIRECTORS

R 21.2.1 A Regional Director shall not be a member of a Consultation Team, a Group, Sub-Group or Branch Executive.

Resolutions Sub-Committee Comments – No comment