NOMINATION AND ELECTION POLICY AND PROCEDURE PREAMBLE BOARD COMPOSITION

Transcription

1 PREAMBLE The Canada Nt-fr-Prfit Crpratins Act (the CNCA ) is the legislatin which gverns the Cllege and it cntains certain requirements and limitatins related t the electin f Directrs which must be bserved. The Bylaws f the Cllege establish general criteria fr the Bard as well as basic prcedures fr the electin f Directrs. The Bard is respnsible fr establishing additinal detailed plicies and prcedures fr the nminatin and electin f Directrs. 1. Purpse The purpse f this plicy is t prvide clear prtcls and prcedures fr the nminatin and electin f Directrs that are cnsistent with the Bylaws. These prcedures and prtcls will be applied by the Cllege cnsistently, prvided that they may be adapted, as required frm time t time, t circumstances that may arise. 2. Respnsibility and Review The Bard f Directrs f the Cllege is respnsible fr apprving the plicies and prcedures fr nminatin and electin f Directrs, as well as any changes theret. The gvernance cmmittee established by the Bard f Directrs will be respnsible t review this plicy frm time t time as necessary and recmmend changes, if any, t the Bard f Directrs fr cnsideratin and adptin. The nminatins cmmittee (hereafter referred t as the cmmittee ) will be respnsible t manage and versee the prcess f nminatins fr electin as a Directr, in accrdance with this plicy, as amended frm time t time. 3. Frmat In this plicy, relevant prvisins f the Bylaws will be shwn in red and fllwed by additinal prtcls r prcedures that relate t the same subject. Capitalized terms are as defined in the Bylaws. BOARD COMPOSITION 4. Number f Directrs The Bard will be cmpsed f n fewer than ten (10) and n mre than twenty (20) Directrs, each f whm will be elected by the Members in accrdance with the Act. (Sectin 5.3 f the Bylaws) 4.1 The CNCA prvides that the Members may, by Ordinary Reslutin: set the number f Directrs at a fixed number between the minimum and maximum established in the Bylaws; r delegate the pwer t set such number t the Directrs.

2 4.2 Accrdingly, the Bard may either recmmend at the annual general meeting that the members apprve a fixed number between the minimum and maximum, r request an Ordinary Reslutin that the members allw the Bard t set such number. 4.3 If either ccurs, then the number f Directrs is fixed at that number, which may reduce r increase the number f vacancies available fr electin at the annual general meeting (if fixed by the Members) r at the next annual general meeting (if delegated t the Directrs and subsequently fixed by Bard Reslutin). 4.4 Fr clarity, reducing the number f Directr psitins belw the current number f Directrs in ffice des nt affect thse Directrs in ffice (i.e. it des nt have the effect f remving ne r mre Directrs frm ffice befre their terms expire), but will take effect nly as vacancies arise. 5. Qualificatins f Directrs A Persn is nt eligible t be a Directr if he r she: (a) is less than 18 years f age; r (b) has been declared incapable by a curt in Canada r elsewhere; r (c) is an undischarged bankrupt. A Persn need nt be a Member t be eligible t be a Directr. (Sectins 5.5 and 5.6 f the Bylaws) 5.1 Apart frm these legal disqualifying factrs, the Cllege will strive t recruit persns fr nminatin and electin as Directrs that cme frm acrss Canada (as well as elsewhere in the wrld) wh, amng them, pssess such specific skills and expertise as determined by the Bard frm time t time t be necessary fr the effective gvernance f the Cllege. FILLING VACANCIES Subject t the Act, the remaining Directrs may fill a vacancy r vacancies amng the Directrs. A Persn appinted t fill a vacancy will hld ffice fr the remainder f the term vacated by his r her predecessr. (Sectin 5.15 f the Bylaws) 6. Prcess 6.1 Where ne r mre Directrs cease (by reasn f resignatin, remval, lack f eligibility r death) t hld ffice during the term t which they were elected, there is a vacancy and the Bard has the authrity (subject t the exceptin in sectin 6.4) t appint an individual t fill each such vacancy. 6.2 The Bard is nt bligated t fill such a vacancy, but can exercise its discretin t wait until next electin. The Bard can fill a vacancy at any pint after it ccurs until the date n which ntice f the next annual general meeting is given. 2

3 6.3 If the Bard wishes t appint an individual t fill a vacancy, it will d s by Bard Reslutin. In cnsidering candidates t fill the vacancy, the Bard may have reference t the list f ptential candidates fr electin maintained by the gvernance cmmittee. 6.4 The CNCA prvides that a vacancy caused by a failure t elect the minimum number f Directrs required by the Bylaws (10), can nly be filled by the Members and the Bard is required t call a special meeting withut delay t hld such electin. 6.5 An individual elected r appinted t fill a vacancy hlds ffice fr the unexpired term f his r her predecessr, after which he r she may be nminated and elected in accrdance with the Bylaws and this plicy. 6.6 The perid served by a replacement Directr t fill a vacancy will nt be cnsidered a term and will nt cunt twards the term limits set ut in the Bylaws. NOMINATIONS 7. Preparatin fr Nminatins 7.1 Nt less than three (3) mnths prir t each annual general meeting, the cmmittee will prepare the fllwing infrmatin fr the Bard t review, revise as necessary and apprve: The ttal number f Directr psitins n the Bard, being: 20; r the number between 10 and 20 determined in accrdance with this plicy, if any; A list f the Directr whse terms are expiring at the annual general meeting ; The number f psitins that are currently r will becme available fr electin at the annual general meeting; The term fr each such psitin t be filled; and a summary f the skill sets needed t match the apprved bard prfile. 7.2 The cmmittee will, in cnsultatin with the Bard, set dates that mark the pening and clse f the nminatins perid. The nminatin clsing date must be nt less than 45 days befre the date set fr the next annual general meeting and the nminatin perid must nt be less than 14 days in ttal. 7.3 In preparatin fr nminatins, the cmmittee, with the apprval f the Bard, may cntact ptential candidates t slicit their interest in running fr electin as Directr and t request further infrmatin as necessary. 8. Slicitatin f Nminatins 8.1 On the date set t pen nminatins, the cmmittee will circulate t all Directrs and Patrn Members a request fr nminatins. 8.2 The request fr nminatin package will include the fllwing infrmatin and dcuments: the number f Directr psitins expected t be filled at the annual general meeting; the term f each psitin t be filled; 3

4 the preferred skill prfile fr candidates fr nminatin; instructins n hw t nminate a candidate and where t send such nminatin; and the date f clse f nminatins. 8.3 The request fr nminatins package will be sent t Directrs and Patrn Members by e- mail wherever pssible and ther means where necessary. 9. Nminatins Cmmittee Disqualified frm being Nminated 9.1 N member f the nminatins cmmittee, nr the spuse r any individual wh is the immediate family f a member f the nminatins cmmittee, may be nminated fr electin and any such nminatins received are vid and will be remved frm 10. Nminatins By Members 10.1 A Directr r Patrn Member may nminate an individual t stand fr electin as a Directr if the Member reasnably believes: that the individual is nt disqualified under the Bylaws; and that the individual pssesses skills and expertise that is a significant match fr the preferred skill prfile set ut in the request fr nminatins package A Patrn Member is able t nminate a maximum f tw (2) suitable individuals as ptential candidates fr electin as a Directr. If a Patrn Member prvides mre than tw nminatins, nly the first tw will be reviewed T nminate an individual as a ptential candidate fr electin, a Directr r Patrn Member must prvide the cmmittee with the name and current cntact infrmatin fr the individual All nminatins must be received by the cmmittee (at the address specified in the request fr nminatins) befre 4:00 p.m. n the date selected fr clse f nminatins. Any nminatin received after this time will nt be entitled t be reviewed. 11. Nminatins by Cmmittee 11.1 In additin t the candidates nminated by Directrs and Patrn Members, the cmmittee may nminate ne r mre suitable individuals t stand fr electin at the next annual general meeting The cmmittee must ensure that there are at least as many candidates fr electin as there are expected vacancies t be filled, unless it is expected that the Cllege will seek apprval t change the number f Directr psitins at the annual general meeting The cmmittee may nminate a suitable and qualified individual, ntwithstanding the date fr clse f nminatins has passed. 12. Interview and Evaluatin f Candidates 12.1 An authrized member f the cmmittee will cntact each individual that has been nminated t: 4

5 ntify f nminatin, explain the requirements f the psitin; cnfirm whether the individual is willing t stand fr electin; and request the candidate t prvide the required infrmatin fr evaluatin An individual wh is disqualified under the Bylaws, wh is nt willing t stand fr electin r wh will nt prvide requested infrmatin t the cmmittee will be remved frm further cnsideratin An individual interested in standing fr electin as a Directr must prvide: a current CV r prfile f skills and experience; a written statement setting ut that he r she: will cmply with eligibility requirements set ut in the bylaws; is at arms-length frm all ther Directrs (nt related by bld, marriage r cnnected by business relatinships); has nt been a directr f anther registered charity that had its charitable status revked; is nt aware f any cnflicts f interest with the Cllege; is willing and able t cmply with the requirements fr Directrs set ut in the Articles, Bylaws and plicies f the Cllege; is willing t make a meaningful financial cntributin t the Cllege n an annual basis; and des cnsent t be nminated and stand fr electin The cmmittee may request references, further infrmatin r dcuments r further cmmunicatin frm any nminee and may cnduct such backgrund and reference checks as may be prudent in the circumstances The cmmittee will review all infrmatin available fr all candidates, including the infrmatin prvided by the candidate. Fllwing review the cmmittee may remve any nminated candidate wh is clearly and demnstrably unsuitable t stand fr electin as a Directr The cmmittee may endrse certain candidates fr electin based n the candidate s skills and experience generally, their alignment with the skill prfile and their ability t generally cntribute t the effective gvernance f the Cllege. 13. Cmmunicatin with Nminees and Members 13.1 The cmmittee will ntify each nminated candidate: whether his r her nminatin will be prceeding, and if nt, the reasn why nt; and where any candidates are being endrsed by the cmmittee, whether he r she is endrsed as preferred candidates. 5

6 13.2 Fllwing the clse f nminatins the cmmittee will circulate t all Members the fllwing infrmatin with the ntice f annual general meeting: the number f Directr psitins t be filled at the annual general meeting; the number f nminatins reviewed by the cmmittee; a brief prfile fr each f the cntinuing candidates utlining his r her relevant skills and experience; and which candidates, if any, are endrsed by the cmmittee as preferred candidates fr electin Cmmunicatin f final nminatin results will be cmmunicated t Directrs and Patrn Members by N Nminatins at AGM 14.1 There will be n nminatins accepted frm the flr at the annual general meeting. ELECTION Directrs will nrmally be elected by Ordinary Reslutin at each annual general meeting at which an electin f Directrs is required and will take ffice cmmencing at the clse f such meeting. In electins where the number f candidates is equal t r less than the number f vacant psitins fr Directrs, the nminated candidates are deem ed t be elected by acclamatin. In electins where the number f candidates exceeds the number f vacant psitins fr Directrs, electin will be by secret ballt with the name f each duly nminated candidate appearing individually n the ballt. Candidates will be deemed t be elected in rder f thse candidates receiving the mst vtes. N Member will vte fr mre Directrs than the number f vacant psitins fr Directrs. Any ballt n which mre names are vted fr than there are vacant psitins will be deemed t be vid. (Sectins 5.8, f the Bylaws) 15. Timing f Electin The CNCA requires that the electin ccur at the annual general meeting f the Cllege. 16. Eligibility t Vte 16.1 All Members in gd standing are entitled t cast a vte n matters fr determinatin at the annual general meeting, which includes the electin (r acclamatin) f Directrs. A persn wh is nt a Member, r a Member wh is nt in gd standing, is nt eligible t cast a vte in the electin f Directrs. 17. Staggering f Vacancies 17.1 The Bard will strive t stagger the terms f its Directrs such that a certain number f Directr psitins are cming up fr electin at each annual general meeting. Hwever, due t circumstances beynd cntrl, it is pssible that a situatin may arise where there are n Directr psitins up fr electin in a given year. In such a case, there is n need t hld an electin at the annual general meeting. 6

7 18. Acclamatin 18.1 Where the number f candidates des nt exceed the number f vacant psitins, the cntinuing candidates will be elected by acclamatin at the annual general meeting An acclamatin vte will be cnducted at the annual general meeting, with the candidates vted n as a slate and with a single vte f the Members present at the meeting If the acclamatin is apprved by a simple majrity f vtes cast, then all Directrs n the slate are elected fr the terms determined in accrdance with the Bylaws In the event an acclamatin vte is nt apprved by a majrity f vtes cast, the Bard Chair r the chair f the nminatins cmmittee will cnsult with Members present t determine the bstacles t acclamatin and, in cnsultatin with all nminees, may adjust the slate prpsed fr apprval. 19. Electin Prcess 19.1 Where there are mre candidates than available psitins, the Bylaws require an electin by secret ballt, cnducted at the annual general meeting. All Members in gd standing present at the meeting may cast a vte in this electin In such a case, the cmmittee will prepare ballts fr use at the annual general meeting Each ballt must separately list the name f each cntinuing nminee and indicate hw many psitins are available t be filled. Ballts may indicate which nminees, if any, are endrsed by the cmmittee At the annual general meeting, when the agenda dictates, the chair f the cmmittee will: prvide a verbal reprt t the meeting, setting ut: the number f Directr psitins t be filled at the annual general meeting; the number and names f the cntinuing nminees fr electin; and which candidates, if any, are endrsed by the cmmittee as preferred candidates fr electin; and utline the relevant prcess fr cmpleting the ballts and cnducting the electin Each cntinuing nminee will be permitted t address the Members present at the annual general meeting fr up t three (3) minutes, after which Members will be directed t cmplete and their ballts. Vting at Electin 19.1 Each Member may mark their ballts by indicating the candidates which he r she desires t elect, up t the number f vacant psitins t be filled. A ballt that marks mre candidates than the psitins available, r a ballt that is therwise illegible, is vid and will nt be cunted in the electin Even where there are mre nminated candidates than available psitins, the CNCA requires that each Directr must be elected by Ordinary Reslutin (i.e. majrity vte f thse 7

8 present at the meeting). Electin by a plurality f vtes (mst vtes f all cast, but less than a majrity) is insufficient under the CNCA. Only thse candidates wh receive a majrity f all vtes cast are elected by that vte Accrdingly, where the number f individuals elected by majrity f vtes cast des nt fill all available vacancies, it will be necessary t hld ne r mre run-ff electins. In each such run-ff electin, the candidates wh have received a majrity f all vtes cast will elected in the rder f mst vtes received and remved frm the subsequent run-ff ballt, leaving a lesser number f candidates t receive a prprtinately higher number f vtes each This prcess will be fllwed until all vacant psitins are filled r the Bard Chair declares a stalemate, in which case nne f the candidates in the last run-ff electin are elected and thse psitins will remain unfilled fr the time being Where there are psitins with less than a full term available fr electin (as may be determined by the Bard), the candidates will be elected t the available psitins f a full, three year term first, fllwed by the available psitins f a tw year term, if any, fllwed by available psitins f a ne year term, if any. Ntwithstanding the freging, a nminee wh is elected t a lnger term may, t the extent a shrter term is available and unclaimed by a nminee receiving a higher number f vtes, elect t fill the shrter term psitin Where the Bard has allwed vting at the annual general meeting by Electrnic Means, it must determine hw Members participating remtely will be able t cast vtes is a manner cmparable t thse Members physically present at the meeting. 20. Cunting f Ballts and Annuncement f Results 20.1 The nminatin cmmittee will act as scrutineers as necessary fr the cnduct f the electin and cunting f the ballts Scrutineers will review and cunt all ballts cast fr an electin, including an acclamatin vte and any run-ff electins Candidates fr electin are nt entitled t participate r bserve the cunting f ballts The chair f the nminatins cmmittee has authrity t take such actins as are reasnably necessary in the circumstances t cnduct the electin Fllwing the determinatin f the results, the chair f the nminatins cmmittee will annunce the results f the electin t the meeting. The results f the electin will be psted t the Cllege s website as sn as pssible after the meeting There is n appeal r recunt available fllwing the annuncement f the electin results. 21. Destructin f Ballts 21.1 Fllwing the electin, the Chair may call fr a mtin t destry the ballts and if apprved, all ballts may be destryed immediately fllwing the meeting In any event, all ballts will be destryed n the date which is 14 days after the date f the annual general meeting. 8

9 Apprved by Bard f Directrs at the (DATE HERE) Bard Meeting. 9