Final Report of the Constitutional Review Committee · Final Report of the Constitutional Review Committee Submitted to the Board of Directors and Provincial Council September 19,

A | M | A | P | C | E | O

Final Report of the Constitutional Review Committee

Submitted to the Annual Delegates’ Conference through the

Board of Directors and Provincial Council

September 19, 2012

i

Executive Summary

Final Report of the AMAPCEO Constitutional Review Committee

September 19, 2012

The Constitutional Review Committee encourages all Delegates to read the full final report in order to

understand the rationale underlying our recommendations. We have provided the following executive

summary, however, to provide a brief outline of the report and a summary of its proposals.

1. Introduction

The Constitutional Review Committee (CRC) was established at the 2011 Annual Delegates’ Conference

pursuant to Article 25.2(c) of the AMAPCEO Constitution, which requires the ADC to establish a special

committee every five years to conduct a formal review of the entire Constitution and all by-laws. This is

our final report, which we are required to deliver to the 2012 ADC.

2. Consultation and Review Process

The CRC engaged in a process of broad member consultation and review, including: meetings; on-line

surveys with the general membership and our activists; Provincial Council/Board updates; review of the

reports of previous constitutional review committees; review of previous constitutional amendments;

review of staff memos; review of individual member e-mails and comments; a review of a report

prepared by one of AMAPCEO’s Delegates; consultations with James Lochrie, AMAPCEO’s

Parliamentarian; and separate, personal consultations with AMAPCEO’s two full-time executive officers,

the President and the Vice-President.

We delivered a “90% complete” interim report to the Council in June and encouraged Chapter Chairs to

discuss the report with their Chapter Executive Committees and the Board of Directors to discuss it

among Board members. Our intention was to provide as much notice as possible of our direction and

proposals so that all members would have sufficient time to submit their own constitutional amendments

if they perceived gaps or deficiencies in our report. Although we made minor amendments to the

narrative sections of the interim report, the substantive recommendations in the final report are essentially

unchanged from the June version. Thus, members who wish to make recommendations that are not

included in our report still have time to submit their own amendments prior to the September 28th

deadline by which constitutional amendments must be submitted in order to be placed on the ADC

agenda.

The CRC decided early in the process that it would keep the number of recommendations to a

manageable level to allow members at the ADC not to be overwhelmed with too many constitutional

amendments. It was also decided to structure the recommendations into three distinct categories:

Specific Constitutional Amendments and Resolutions - changes that propose substantive amendments

to specific areas of the Constitution.

Proposals Recommended for Further Review by Other Bodies - recommendations on matters that we

believed, because of complexity or the lack of time to give due diligence to the issue, the committee

could not offer a specific amendment.

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Omnibus Technical Amendments - administrative or “housekeeping” changes, almost all of which

were recommended by our Parliamentarian, James Lochrie, in order to “modernize” the Constitution

and bring it in line with the newest changes in Robert’s Rules of Order.

3. Specific Constitutional Amendments and Resolutions

One of the consistent themes to emerge from our consultation process was the need for more attention to

the building of broader leadership capacity in AMAPCEO. We are at a point, after twenty years, when

the founding generation of leaders is, or soon will be, “passing the torch” to others and we need to create

opportunities to ensure that members can obtain the experience and knowledge needed to move into more

senior leadership roles throughout the organization. We believe the most obvious place to start is with the

Board of Directors, partly because it is the senior leadership body in AMAPCEO (and thus can serve as a

model for others), but also because of the current disparity between the length of service, knowledge and

responsibilities of the two incumbent full-time executive officers compared with the other seven part-time

Board members. Thus, our recommendations centre on the theme of empowering the entire Board of

Directors in providing collective leadership to AMAPCEO.

A. Director Roles and Responsibilities

Noting that the Constitution currently spells out specific duties for the four executive officers but

not for the five non-executive Directors, the CRC recommends a Constitutional amendment to

add generic duties for all Directors, in part to strengthen their status as Directors, but also to give

some constitutional support for the notion of broader sharing of responsibilities and decision-

making at the Board level. Among the concepts now under discussion at the Board, and

addressed in our amendment, is the assignment of “portfolios” of responsibility to individual

Board Directors.

B. Proposal to Remove the Current Prohibition Against Director Compensation

With the assignment of increased responsibilities, such as portfolios, there might be an argument

for providing a modest honorarium to Directors as compensation. The CRC is not proposing

such an honorarium, but is recommending that the current prohibition against such compensation

to Directors be rescinded and that the ADC essentially give itself the right, in the future

(following appropriate advice from a compensation committee), to consider such a proposal, if

warranted. The CRC is also proposing that if this amendment is adopted, the terms of reference

of the Provincial Council’s compensation committee (approved at last year’s ADC) be amended

to include Directors as well as executive officers.

C. Creation of a Chief Administrative Officer Position

The CRC is asking the ADC to endorse our proposal that the Board create a CAO position to

assume, from the President, the management of the AMAPCEO office and staff. This would

accomplish three important strategic objectives: (1) freeing the President to focus full-time on

membership issues, such as the external role of the organization, public advocacy, building

strategic alliances, liaising with the government and building membership engagement; (2)

supporting shared leadership capacity on the Board, since the CAO would report to the entire

Board; (3) by making the duties of the President more manageable and more focused on a broad

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leadership role, the potential pool of candidates for the position becomes much larger, promoting

greater opportunities for leadership and enhancing the democratic process.

The report notes that the CAO model is common and has worked effectively at most other unions

that represent professional employees and who are often used as AMAPCEO comparators. The

recommendation proposes staging the creation of the position and the recruitment of the first

incumbent over an 18-month period.

D. Executive Committee of the Board

The CRC recommends eliminating from the Constitution references to the Board’s Executive

Committee, on the grounds that the Board should be empowered to delegate responsibilities to its

own committees and structure them appropriately. We are not recommending that the Executive

Committee be abolished, but that its powers should be vested in the Board itself, with the Board

authorized to re-create the Executive and/or to assign its responsibilities to other Board

committees as it may determine from time to time. We do not believe there is a need to single out

in the Constitution the responsibilities of just one of the Board’s committees, but rather to permit

the Board to create all of its own committees.

4. Proposals Recommended for Further Review by Other Bodies

The CRC recommends that the Provincial Council establish a committee to look specifically at the larger

issue of restructuring the governance structure of AMAPCEO, including, but not limited to:

Chapter structure and size;

How best to include members in the Broader Public Sector (BPS) bargaining units in Chapters;

Respective roles of the Provincial Council and the Board of Directors;

The size of the Board of Directors, particularly in the context of any changes to the role of

Provincial Council.

5. Omnibus Technical Amendments

The CRC asked our Parliamentarian, James Lochrie, to review the Constitution and provide advice with

regard to technical or housekeeping amendments that would modernize the Constitution, bring it into

compliance with the newest edition of Robert’s Rules of Order and identify any wording that is

ambiguous or unclear. A total of nine such amendments are being proposed for adoption and are listed in

a table contained in Appendix “C”.

6. Conclusion

The Constitutional Review Committee would like to thank all those members who took the time to

respond to our surveys and who provided detailed comments and suggestions. This broad member

engagement in the work of the committee has ultimately determined what we have proposed for the

ADC’s consideration. The members of the CRC feel confident that the recommendations in this report

are in the best interests of the organization and will lead to a modern and flexible path for the future. We

would like to thank the ADC for this opportunity to serve.

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A | M | A | P | C | E | O


September 19, 2012

TABLE OF CONTENTS

PAGE SECTION

i Executive Summary

1 Table of Contents

2 Introduction

3 Consultation and Review Process

3 A. Results of Member Consultations

4 B. Meetings

4 C. Timelines

5 D. Recommendation Categories

5 Specific Constitutional Amendments and Resolutions

6 A. Director Roles and Responsibilities

8 B. Proposal to Remove Prohibition on Director Compensation

10 C. Creation of Chief Administrative Officer Position

13 D. Executive Committee

16 Proposals Recommended for Further Review by Other Bodies

17 Omnibus Technical Amendments

18 Conclusion

19 Appendix A: Terms of Reference

20 Appendix B: Responses to Questions about the Creation of CAO Position

22 Appendix C: List of Omnibus Technical Amendments

2

A | M | A | P | C | E | O


Submitted to the Board of Directors and Provincial Council

September 19, 2012

1. INTRODUCTION

The Constitutional Review Committee (CRC) was established at the 2011 Annual Delegates’ Conference

pursuant to Article 25.2(c) of the AMAPCEO Constitution, which requires the ADC to establish a special

committee every five years to conduct a formal review of the entire Constitution and all by-laws.

Under the terms of reference approved by the ADC (included at Appendix “A”, on page 19), the

committee is required to submit a final report to the 2012 ADC as well as quarterly interim reports to the

Board and/or Provincial Council. The CRC previously reported at the January, April and June meetings

of Provincial Council, with the June report taking the form of an Interim Report with full

recommendations. The Interim Report was posted on the Members’ Only and Delegates’ sections of the

AMAPCEO website and Chapter Chairs were encouraged to discuss the report with their Executive

Committees and the Board of Directors were encouraged to discuss the report among Board members.

This constitutes our fourth quarterly report, which we intend to submit as our final report to the ADC

prior to the September 28th

deadline for submitting reports to the Board for the 2012 conference.

The following five members were elected to the CRC at the November 2011 ADC:

Ken Botari (Labour, Newmarket) – subsequently elected as Chair

David Bulmer (MOHLTC, London)

Chris Goethel (Energy, Environment and Infrastructure, Toronto)

Paul Rademacher (MNR, Peterborough) – subsequently elected as Vice-Chair

Bradley Shaw (OMAFRA, Guelph).

Bradley Shaw resigned from the committee in May after accepting an acting assignment outside the

bargaining unit. The CRC would like to thank Bradley for his contributions over the course of our first

six months.

Karen Cantoni and Michael Mouritsen provided staff advice and support to the CRC (Karen until last

February, when she resigned from AMAPCEO). AMAPCEO’s Parliamentarian, James Lochrie, also

provided useful advice and, as indicated further below, conducted a separate review of the text of the

Constitution. The committee is grateful to Karen, Michael and James for their advice and assistance.

3

2. CONSULTATION AND REVIEW PROCESS

The process utilized by the CRC (Constitutional Review Committee) included meetings; on-line surveys

with the general membership and our activists; Provincial Council/Board updates; review of the reports of

previous constitutional review committees; review of previous constitutional amendments; review of staff

memos; review of individual member e-mails and comments; a review of a report prepared by one of

AMAPCEO’s Delegates; consultations with James Lochrie, AMAPCEO’s Parliamentarian, and separate,

personal consultations with AMAPCEO’s two full-time executive officers, the President and the Vice-

President.

A. Results of Member Consultations

The CRC distributed a survey to all represented employees in December, announcing the review and

seeking comments and suggestions in response to nine questions, each of which addressed a separate

section of the Constitution. The survey was accessible via a link included in an e-mail sent to each

member. A reminder e-mail was sent in early January. A total of 675 responses to the survey were

received.

The CRC then reviewed the responses, which identified a number of clearly recurring themes (listed

below in no particular order of priority):

A desire for a user-friendly, plain-language, modern Constitution that takes us through

AMAPCEO’s next 20 years;

Rationalization of the Chapter structure (need to address disparity in size, ministry vs. regional

representation, clearer role for Chapters, how to engage non-OPS bargaining units);

Term limits for executive officers;

Need to develop clear paths for succession and capacity building within the organization;

Look at how to engage both younger and retired members in the organization;

Questions about why we still require members to sign up – should it be automatic;

Need to look at the size of the Board of Directors;

Need to consider new voting procedures for the Board and Officers at the ADC;

Questions whether the President should continue to be the CEO;

Calls to review the relationship between, and respective authority of, the Board and Provincial

Council.

In February, the CRC sent an e-mail to all of AMAPCEO’s volunteers and representatives (i.e., those

most actively engaged in or exposed to the governance structure and more likely than most rank-and-file

members to have thought about constitutional issues). This group of approximately 500 members, which

included Chapter Chairs, Delegates, AMERC and Workplace Representatives, Health and Safety

Representatives and Information Co-ordinators, were asked to comment specifically on the major themes

that had been identified in the general survey, but also were invited to submit any additional comments or

suggestions on any aspect of the CRC’s mandate.

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Following this consultation, the CRC then conducted its own section-by-section review of the

Constitution, at which point the CRC was able to prioritize the issues and determine those issues, in our

view:

1. That made sense for the CRC to address at this time;

2. That should be addressed by other bodies;

3. That are already being addressed by other bodies; and

4. That we felt did not require attention from the committee at this time.

Examples of issues raised that are already being addressed by other bodies would include:

a review of voting procedures (currently being reviewed by the Elections and Credentials

Committee); and

how to engage retired members in the organization (currently being looked at by the Board and its

Pension Committee).

Examples of issues that the CRC believed did not require its attention at this time were:

the automatic sign-up of members (which was addressed as recently as two years ago by

Delegates at the ADC); and

the size of the Board of Directors (which the CRC concluded was appropriate when compared to

the size of other union executive boards, based on a per member comparison).1

The CRC is grateful to all members who took the time to comment. The members of the committee,

however, take full responsibility for the recommendations, which we believe represent a balanced

response to the major issues that were identified during the consultation process.

B. Meetings

A total of seven meetings of the Constitutional Review Committee (CRC) were held, including the initial

teleconference shortly after the ADC in 2011.

C. Timelines

At the first face to face meeting, the CRC agreed that it was necessary to deliver a “90%-complete

product” to the Provincial Council (PC) at the June 2012 meeting. The CRC felt that this was necessary

in order to allow the PC, and through them the membership, an opportunity to fully understand what the

CRC will be recommending. Thus, members who wish to make recommendations that are not included

in our report will have ample time to submit their own amendments prior to the September 28th deadline

by which all constitutional amendments must be received in order to be placed on the ADC agenda.

The CRC also wanted to allow enough time between the June and September PC meetings for the

members to provide feedback on the draft report with an idea of finalizing the document for the delivery

to the Board of Directors (BOD) in September 2012, as required by the Constitution. Although we made

1 Although see page 16, below, where we acknowledge that a review of Board size might be appropriate if the role

and structure of Provincial Council are changed.

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minor amendments to the narrative sections of the interim report, in order to provide clarity, the

substantive recommendations in the final report are essentially unchanged from the June version.

D. Recommendation Categories

The CRC decided early in the process that it would keep the number of recommendations to a

manageable level to allow members at the ADC to not be “overwhelmed” with too many constitutional

amendments. It was also decided to structure the recommendations into three (3) distinct categories:

Specific Constitutional Amendments and Resolutions: These recommendations involve the

changes that propose substantive amendments to specific areas of the constitution. It was decided

that these recommendations should be limited to no more than five or six manageable proposals,

in part because they seemed to address the major themes identified in our consultation with

members and in part because we felt we were able to give these issues proper consideration given

the amount of time available. The committee concluded that, notwithstanding its establishment at

one ADC with a mandate to report back at the next ADC, the amount of time actually available to

complete the work is, in reality, no more than about nine months, since the deadline for

submitting material to the Board for the ADC agenda is the end of September and time for

meeting and consultation is limited in December and over the Summer.

Proposals Recommended for Further Review by Other Bodies: This category includes

recommendations on matters that the CRC identified as part of the review process but felt,

because of complexity or the lack of time to give due diligence to the issue, the committee could

not offer a specific amendment. The CRC, however, agreed to recommend, as appropriate, that

these matters be properly addressed by another “body” within AMAPCEO.

Omnibus Technical Amendments: This category would include administrative or

“housekeeping” changes, almost all of which were recommended by the Parliamentarian in order

to “modernize” the constitution and bring it in line with the newest changes in Robert’s Rules of

Order. These changes are intended to streamline the constitution and use plain language

wherever possible.

3. SPECIFIC CONSTITUTIONAL AMENDMENTS AND

RESOLUTIONS

As noted earlier in the report, two of the recurring themes identified by both rank-and-file members and

activist volunteers and representatives were proposals to implement term limits on executive officers and

to develop clearer paths for succession and capacity building at all levels of the governance structure.

The CRC (Constitutional Review Committee) views these proposals as part of a general expression of

desire for more attention to the need to build broader leadership capacity in AMAPCEO. We are at a

point, after twenty years, when the founding generation of leaders is, or soon will be, “passing the torch”

to others. Although succession “planning” is not appropriate in a union that elects its leaders, it is

important for any organization to have in place a process for orderly succession and part of such a process

should involve the creation of opportunities to ensure that members can obtain the experience and

knowledge needed to move into more senior leadership roles.

6

While term limits might seem attractive as a means of ensuring regular mandated turnover among

officers, the CRC ultimately concluded that such limits are essentially undemocratic and interfere with the

membership’s right to choose its leaders.

The CRC believes that a more comprehensive approach would be to ensure that individual members of

the Board of Directors share more of the leadership role that is now exercised almost exclusively by the

two full-time executive officers (the President and the Vice-President). While it is understandable how

such a situation has developed, given both the length of term of the two current full-time incumbents and

their full-time status, it is simply not healthy for the organization to have so much responsibility and

knowledge invested in just two members and it is certainly not sustainable if AMAPCEO is to evolve in

the future.

While our concern with succession and capacity building extends to all levels of the organization, we

believe the most obvious place to start is with the Board of Directors, partly because it is the senior

leadership body in AMAPCEO (and thus can serve as a model for others), but also because of the current

disparity between the length of service, knowledge and responsibilities of the two incumbent full-time

executive officers compared with the other seven part-time Board members. It is timely to start this

process of building capacity now and the Delegates have an excellent opportunity to enable such change

to be implemented sooner rather than later.

Thus, the CRC is proposing a series of recommendations around the theme of empowering the entire

Board of Directors in providing collective leadership to AMAPCEO.

A. Director Roles and Responsibilities

Although the Constitution speaks to the duties of the four executive officers (in Articles 31 through 34),

there is no mention of specific duties or responsibilities for the five non-executive Directors. The CRC

believes this is an omission that needs to be rectified, for the reasons mentioned above. Thus, we are

proposing a constitutional amendment to add generic duties for all Directors, in part to strengthen their

status as Directors, but also to give some constitutional support for the notion of broader sharing of

responsibilities and decision-making at the Board level.

One proposal (which we understand has already been discussed at the Board for some time but that has

not yet been implemented) is the assignment to individual Board members of specific portfolios of

responsibility.2 Our review of the constitutions and policies of other bargaining agents indicate that such

a portfolio model is common elsewhere, partly as a way of sharing the workload at the Board level, but

also as a means of exposing all Board members to the issues, knowledge and skill-set that would be

required for someone to step up to an executive officer position.

The CRC does not believe the Delegates should be too prescriptive, however, since each Board will want

to determine the specific portfolios depending on priorities that will change from year to year.

2 Although some, but not all, Directors now act as a liaison to a Board committee, a portfolio, as we understand it,

would be a more formal recognition of lead responsibility for a policy area, a function or a special project that may not necessarily correspond to the parameters of a specific Board committee.

7

RECOMMENDATION:

THAT the Delegates approve the following amendment to add a new Article 35 to the

Constitution, immediately following Article 34, describing duties of Directors, and that the

current Article 35 and subsequent Articles be re-numbered accordingly.3 It is also

recommended to change the heading immediately before Article 31 from “Duties of

Officers” to “Duties of Members of the Board of Directors” to more accurately describe the

amended section.

This amendment will require a two-thirds vote for adoption.

Current Article

Proposed Amendment

(add or delete)

Revised Article if Amendment

Adopted

[Heading prior to Article 31]

Duties of Officers

[Re-number current Article 35

and insert a new Article 35

immediately before it.]


Duties of Officers Members of

the Board of Directors

35. Directors

Directors on the Board of

Directors shall:

(a) Provide oversight and

approval of policies, budgets

and plans;

(b) Collectively, exercise the

specific responsibilities and

authority given to the Board

of Directors in this

Constitution and any By-

laws;

(c) Individually, assume specific

leadership responsibilities or

portfolios, as may be

determined by the Board

from time to time, including,

but not limited to: chairing

the Board and Board


Duties of Members of the

Board of Directors

35. Directors

Directors on the Board of

Directors shall:

(a) Provide oversight and

approval of policies, budgets

and plans;

(b) Collectively, exercise the

specific responsibilities and

authority given to the Board

of Directors in this

Constitution and any By-

laws;

(c) Individually, assume specific

leadership responsibilities or

portfolios, as may be

determined by the Board

from time to time, including:

chairing the Board and Board

committees, acting as a

3 An omnibus resolution to authorize the re-numbering of Articles to correspond to the changes ultimately

approved by the Delegates is proposed at the end of the technical amendments contained in Appendix “C” of this report (see page 31).

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committees, acting as a

Board liaison or

representative on other

committees, leading a

functional responsibility in

the Association, representing

AMAPCEO at events and/or

leading a special project.

Board liaison or

representative on other

committees, leading a

functional responsibility in

the Association, representing

AMAPCEO at events and/or

leading a special project.

B. Proposal to Remove Prohibition on Director Compensation

Although the CRC found little support for creating more full-time officer positions, we believe that, with

the assignment of increased responsibilities or portfolios to Directors, there might be an argument for

compensating the non-executive Board members with an honorarium – not unlike the modest part-time

stipend now paid to the Secretary and the Treasurer (currently approximately $12,000 per year to each of

them). The existing provisions of Article 65, which addresses Board compensation, seem to deal only

with executive officers, however, so we are proposing a clarification to that Article that would enable the

payment of compensation to any Board member, following the appropriate review by the new

compensation committee of Provincial Council and after approval by the Delegates.

The CRC heard two major arguments in favour of opening up the option of possible compensation for the

non-executive Board members:

Some Directors could potentially have responsibilities (both now and in the future) that are at

least as onerous and time-consuming as those assigned to the two part-time executive officers (the

Secretary and the Treasurer), but without any mechanism for being compensated for those duties

in the form of an honorarium.

Although the Board now has the option of providing additional leave time to Directors to enable

them to fulfill additional responsibilities, some Directors have indicated that this really doesn’t

help them, since the work in their home positions simply piles up and awaits them when they

return from leave. Additional compensation in the form of an honorarium would at least go some

distance towards recognizing the time spent working for AMAPCEO outside normal working

hours.

We want to be clear, however, that the intention of this amendment is only to enable the option of paying

compensation, not to actually authorize it, since we believe a specific proposal should only come

forward after new responsibilities, such as portfolios, are implemented and after there has been some

experience with the new system in terms of workload, time commitment, etc. Our proposed amendment,

therefore, only suggests removing the prohibition against possible compensation, leaving it to a future

ADC to consider a recommendation, if one is brought forward, to pay any compensation. In other words,

the recommendation is to permit the option of payment, and does not address the need to actually provide

it.

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RECOMMENDATION:

THAT the Delegates approve the following amendment to amend Article 65.


Current Article 65

Proposed Amendment

(add or delete)


Adopted

65. The compensation structure

of Officers shall be set by the

Delegates’ Conference after

receiving a report from a

compensation committee. No

member of the Board of

Directors shall receive

remuneration for duties

performed as a Director, but

Directors may receive reasonable

reimbursement of expenses

incurred while performing such

duties in accordance with the

Association’s expense

reimbursement policy.


of Officers members of the Board

of Directors shall be set by the



compensation committee. No

member of the Board of

Directors shall receive

remuneration for duties

performed as a Director, but








of members of the Board of

Directors shall be set by the



compensation committee.







If the above amendment is adopted, the CRC recommends that the Delegates adopt the following

technical change to the compensation resolution that was adopted at the November 2011 ADC (directing

Provincial Council to enact a by-law establishing an Executive Officer Compensation Committee):

BE IT RESOLVED THAT the 2011 resolution directing the Provincial Council to enact a

by-law establishing an Executive Officer Compensation Committee be amended (a) to

change the name of the committee from “Officer Compensation Committee” to “Board

Compensation Committee” and (b) to include in the committee’s terms of reference

compensation paid to any Board member, not just executive officers.

This resolution will require a majority vote for adoption.

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C. Creation of Chief Administrative Officer Position

As noted earlier, one of the consistent themes in the many comments and suggestions we received from

members was the need to position AMAPCEO as an organization that firmly looks forward to the future,

with a modern structure and an engaged membership. It is not a negative comment to observe that the

founding generation of activists has consistently and effectively held leadership positions throughout

AMAPCEO’s first two decades and that the Association now needs to prepare for the next generation of

leaders.

The founding leaders assumed their responsibilities when there was no physical office and no staff. It

made sense, as the organization grew, for elected officials to take on various staff and management

functions. In a maturing organization, however, we believe a clearer distinction is required between

operational and policy functions. Indeed, this was the basis of the last major organizational review ten

years ago, when the Board decided it would adopt the Carver governance model and function as a

“policy” board, leaving the administration of the office to a management team that consisted of the three

staff managers and the President, with the President in turn reporting on management matters to the

Board.4

We believe it is now time to revisit this model and take it to its logical next step by acting on a proposal

that was put forward by a number of members during the consultation process (and that has also been

recommended in two earlier constitutional reviews – in 2001 and in 2002). It’s time to create the role of

Chief Administrative Officer (or CAO), a staff position that would report to the Board and to whom all

other staff in the office would report. This would mean separating the management of the office and its

operations from the President’s responsibilities, thereby achieving two significant strategic objectives:

Unleashing the President to focus full-time on membership issues such as the external role of the

organization, public advocacy on behalf of members, building strategic alliances, liaising with

government, building membership engagement and moving the organization forward strategically.

Supporting shared leadership capacity on the Board of Directors, since the CAO would report to the

entire Board, not just the President.

An important additional consequence of such a separation of responsibilities, however, is that, by making

the duties of the President more manageable and more focused on a broad leadership role, the potential

pool of candidates for the position becomes much larger, promoting greater opportunities for leadership in

the organization, as well as enhancing the democratic process. Thus, the CRC believes the creation of a

CAO is of a piece with the proposal to create Board portfolios and build leadership capacity throughout

AMAPCEO.

In a review of the structures of other bargaining agents, there appear to be two clear administrative

models: those in which the President functions both as Chief Executive Officer and Chief Administrative

Officer and those with a separate Chief Administrative Officer or Executive Director model, in which all

staff report, either directly or through multiple managers, to a senior staff person, who in turn is

4 At its annual planning retreat in 2002, the Board held a facilitated discussion on Board governance, concluding

that Dr. John Carver’s approach should guide the Board’s governance philosophy. Please see the 2002 Annual Report of the AMAPCEO Board of Directors, which is posted on the website, for a full discussion of this issue.

11

accountable to the Board for the day-to-day administration of the organization. These latter organizations

distinguish between an elected President, who is also typically the CEO, and a senior staff manager who

functions as a CAO (regardless of actual title).

Examples of the former (i.e., President as both CEO and CAO) include AMAPCEO and OPSEU. In

OPSEU, for example, there are six senior managers (called “Administrators”), five of whom report

directly to the elected President and one (the Financial Administrator) who reports directly to the elected

Executive Vice-President/Treasurer.

There appear to be many more examples, however, of unions that utilize the CAO model, particularly

among bargaining agents representing professionals (many of whom AMAPCEO routinely uses as

comparators):

The five Ontario teacher federations, all of whom have an appointed General Secretary, who is responsible

to the Board for the administration of the office (or secretariat) and to whom all staff report;

The university faculty associations (OCUFA provincially and CAUT federally), which have an Executive

Director who manages the office and staff;

The Ontario Provincial Police Association (OPPA), which employs a CAO who manages the office and

staff;

The Ontario Nurses Association, which actually distinguishes between an elected President, who chairs the

Board, and an appointed CEO, who manages the operations and to whom all staff report;

The Society of Energy Professionals (representing employees at Ontario Power Generation and Hydro

One), where all staff report to a Staff Manager, who in turn reports to the elected Board;

PIPSC (Professional Institute of the Public Service of Canada), representing most federal government

professionals, which just recently moved to a Chief Operating Officer model, in which all staff report

through four senior managers to the COO, except for a few staff who report to the President (the

President’s Executive Assistant, the in-house legal counsel and a policy advisor);

CAPE (Canadian Association of Professional Employees), which represents economists and statisticians

working for the federal government, which recently adopted an Executive Director model, initiated by the

President explicitly to free him from having to manage the office and staff.

The CRC believes our President should continue to be the Chief Executive Officer and should remain a

full-time officer, but that the position should no longer have direct responsibility for running the office, a

function that should be assigned to a professional manager. The CAO would obviously work closely with

and support the President on a day-to-day basis, but there would be a clear delineation of responsibilities,

as there is at the other unions mentioned above that follow this model.

The President would report and be accountable to the Board for his or her responsibilities and the CAO

would report and be accountable to the Board for the responsibilities assigned to the CAO.

The CRC knows that this proposal may be controversial with some Delegates, so we have addressed some

of the questions that were raised with us about the CAO proposal during our consultations, contained in

Appendix “B”, found at page 23. The CRC believes, however, that controversy is not a sufficient reason

to avoid giving the proposal serious consideration, particularly if the potential value for the organization

is so significant. It also seems potentially disruptive to the organization to essentially have its chief

administrative officer determined by a presidential election every two years, as is currently the case.

12

The CRC believes this proposal will strengthen the role of the Board, will help build leadership capacity,

will open up the presidency to a broader range of candidates and will free up the President to focus full-

time on the real interests of the organization and its membership.

Our proposal is in the form of a policy resolution because, at this stage, we do not see the need to amend

the Constitution itself, although it is possible that, after a CAO is appointed, the Board may want to

propose further housekeeping amendments as a result of the experience of working with the position.

RECOMMENDATION

The Committee, therefore, recommends that the Delegates adopt the following resolution.

BE IT RESOLVED THAT:

1. This ADC endorses the proposal that the Board of Directors should create a new staff

position of Chief Administrative Officer (or CAO), with responsibilities as described in

Paragraph 3, below, and calls on the Board to take the necessary steps to create the position

no later than December 31, 2013.

2. The ADC recommends that the Board retain the services of a professional consulting firm

to draft a formal job description for the position, to advise on an appropriate salary range

and other contractual arrangements for the position and to assist in the recruitment of the

first incumbent. Funds required to pay for the services of the consulting firm shall be

taken from the contingency funds in the 2013 annual operating budget.

3. The role and responsibilities of the CAO will include, but not be limited to, the following

basic elements:

a. The position will be appointed by and report directly to the full Board of Directors;

b. The CAO will be the principal staff advisor to the Board, the Provincial Council and

the ADC; will recommend policies and plans to the governing bodies; and will be

accountable for implementing all policies and plans as approved by the governing

bodies;

c. The CAO will be entitled and expected to attend, with voice but not vote, at all

meetings of the Board, Provincial Council and the ADC, with the exception of those

meetings (or portions of meetings) at which the CAO’s own personal contractual

arrangements or compensation, or any other matter in which the CAO may have a

perceived or actual conflict of interest, are to be discussed.

d. All employees of the Association will report ultimately to the CAO, who will manage

the AMAPCEO office according to relevant policies established by the Board of

Directors.

4. As one of the “necessary steps” referred to in Paragraph 1, above, the Board will submit a

recommended budget to fund the salary, benefits and other costs for the CAO position at

the 2013 ADC as part of the proposed annual budget for fiscal 2014.

5. The Board shall make best efforts to recruit and fill the position of Chief Administrative

Officer no later than July 1, 2014.

This resolution will require a majority vote for adoption.

13

D. Executive Committee

The CRC suggests the elimination of all references in the Constitution to the Board’s Executive

Committee. We want to be clear that we are not recommending the abolition of the Executive

Committee, but we are recommending that the Board of Directors itself should ultimately be the vested

body for the duties now given to the Executive Committee, with the Board being allowed to delegate

some or all of those duties to one or more committees as it sees fit. We do not believe there is a need to

single out in the Constitution the responsibilities of just one of the Board’s committees, but rather to

permit the Board, as it may determine from time to time, to create all of its own committees.

The proposal to remove the Executive Committee from the Constitution, therefore, empowers the Board

to have greater control over its committees. The Board can then decide whether to re-establish the

Executive Committee, which it might reasonably be expected to do, which of its members should sit on

the committee and which responsibilities should be delegated to it, as is the case with all other Board

committees. It is possible, for example, that some of the functions currently assigned to the Executive

Committee, such as personnel matters or investment decisions, could be assigned to other Board

committees.

This proposal would also address a criticism that is occasionally levelled at our Constitution, namely, that

it is too detailed and prescriptive; that it contains a level of specificity that should properly be found in

by-laws or in Board policies, rather than in the fundamental governance document of the organization.

Arguably, the role, terms of reference and size of a Board Executive Committee should be determined by

a Board policy that can be amended relatively easily as changing circumstances might require.

RECOMMENDATION:

THAT the Delegates approve the following amendments to rescind references to the

Executive Committee of the Board, to take effect on March 1st, 2013 (thereby giving the

Board sufficient time to re-establish the committee, if desired, or otherwise to amend

relevant Board policies that refer to the Executive Committee).


Current Articles Proposed Amendment

(add or delete)


Adopted

Executive Committee

50. The Executive Committee of the

Board shall consist of the President,

Vice-President, Secretary and

Treasurer.

51. Meetings of the Executive

Committee shall be held at the call

Executive Committee

50. The Executive Committee of the

Board shall consist of the President,

Vice-President, Secretary and

Treasurer.

51. Meetings of the Executive

Committee shall be held at the call

None.

14

Current Articles

Proposed Amendment

(add or delete)


Adopted

of the President or at the request of

at least two other members of the

committee. Reasonable notice shall

be given by any reasonable means of

the time, date and place of any

meeting of the committee. Meetings

may take place by simultaneous

remote access. The President shall

chair the committee, preside at all

meetings and rule on any procedural

questions. Each member of the

committee present (whether by

simultaneous remote access or in

person) shall be entitled to one vote

on any question. A quorum for the

committee shall be three members.

For purposes of clarity, proxy voting

is not permitted at meetings of the

Executive Committee.

52. The committee may, by

resolution adopted by majority vote,

adopt rules of procedure to govern

its meetings. Once adopted, any

such rules shall be reported to the

next meeting of the Board of

Directors.

53. The Executive Committee shall

be responsible for the day-to-day

management of the Association’s

office in accordance with policies

and practices approved by the Board

or the Delegates. The committee

shall function as the Board’s

personnel committee. The

committee will have authority to

approve expenditures in accordance

with the general provisions of the

approved budget of the Association.

The committee has the authority to

appoint any member of the Board of

Directors to certify a specific

document.

of the President or at the request of

at least two other members of the

committee. Reasonable notice shall

be given by any reasonable means of

the time, date and place of any

meeting of the committee. Meetings

may take place by simultaneous

remote access. The President shall

chair the committee, preside at all

meetings and rule on any procedural

questions. Each member of the

committee present (whether by

simultaneous remote access or in

person) shall be entitled to one vote

on any question. A quorum for the

committee shall be three members.

For purposes of clarity, proxy voting

is not permitted at meetings of the

Executive Committee.

52. The committee may, by

resolution adopted by majority vote,

adopt rules of procedure to govern

its meetings. Once adopted, any

such rules shall be reported to the

next meeting of the Board of

Directors.

53. The Executive Committee shall

be responsible for the day-to-day

management of the Association’s

office in accordance with policies

and practices approved by the Board

or the Delegates. The committee

shall function as the Board’s

personnel committee. The

committee will have authority to

approve expenditures in accordance

with the general provisions of the

approved budget of the Association.

The committee has the authority to

appoint any member of the Board of

Directors to certify a specific

document.

15

Current Articles

Proposed Amendment

(add or delete)


Adopted

President

The President of the Association

shall:

31 (b) Chair meetings of the

Executive Committee;

31(c) In consultation with the

Secretary of the Association, prepare

the agenda for meetings of the

Executive Committee and the Board

of Directors.

Secretary

The Secretary of the Association

shall:

33 (a) Function as the corporate

secretary of the Association and its

various central governing bodies,

including the Delegates’

Conference, the Provincial Council,

the Board of Directors and the


33(b) Be responsible for ensuring

that proper notice is given of

meetings of the Delegates, the

Provincial Council, the Board of

Directors and the Executive

Committee . . .”.

44. The Board of Directors may

delegate authority for specific

matters to the Executive Committee

or to any Officer of the Association

provided that any authority

delegated to the Board by the

Delegates’ Conference is not further

delegated without the prior

permission of the Delegates’

Conference.

President


shall:

31 (b) Chair meetings of the


31(c) (b) In consultation with the


the agenda for meetings of the

Executive Committee and the Board

of Directors.

Secretary


shall:





Conference, the Provincial Council,

and the Board of Directors and the





Provincial Council, and the Board of

Directors and the Executive

Committee . . .”.



matters to the Executive Committee

a Board committee or to any Officer

of the Association provided that any

authority delegated to the Board by

the Delegates’ Conference is not

further delegated without the prior


Conference.

President


shall:

31(b) In consultation with the


the agenda for meetings of the Board

of Directors.

Secretary


shall:





Conference, the Provincial Council

and the Board of Directors;




Provincial Council and the Board of

Directors . . .”.



matters to a Board committee or to

any Officer of the Association

provided that any authority

delegated to the Board by the

Delegates’ Conference is not further

delegated without the prior


Conference.

16

Current Articles

Proposed Amendment

(add or delete)


Adopted

49. Any meeting of the Board may

be declared in camera by the Chair

at the request of the Executive

Committee or by majority vote.


be declared in camera by the Chair

at the request of the Executive

Committee or by majority vote.


be declared in camera by majority

vote.

4. PROPOSALS RECOMMENDED FOR FURTHER REVIEW

BY OTHER BODIES

The CRC (Constitutional Review Committee) recommends that the Provincial Council establish a

committee to look specifically at the larger issue of restructuring the governance structure of AMAPCEO,

including, but not limited to:

Chapter structure and size;

How best to include members in the Broader Public Sector (BPS) bargaining units in Chapters;

Respective roles of the Provincial Council and the Board of Directors;

The size of the Board of Directors, particularly in the context of any changes to the role of

Provincial Council.

The size and boundaries of Chapters are among matters currently assigned by the Constitution to the

Provincial Council, which is able to regulate these issues by adopting a by-law at any time. The CRC

believes that since the Council has the authority to address Chapter structure issues, there is no

compelling need for this committee or the ADC to interfere with that authority. A number of related

issues, however, were raised with the committee during our consultation with members, including the

following. (The CRC wants to be clear, however, that as a committee, we have reached no judgement on

the merits of these questions, but we list them as issues that have been raised with us and that we believe

are indicative of the kind of further review that is required.)

Whether there needs to be a minimum number of members for a Chapter to be viable;

Whether some Chapters are too large to effectively service their members;

Whether the current configuration of Provincial Council, with some Chapter Chairs representing

over 1,000 members and others representing less than 100, but with each Chapter Chair

exercising one vote, is consistent with the principle of representation by population;

Whether a larger Board, with mandated regional representation (perhaps directly elected by the

general membership), could replace the need for a Provincial Council, with the council

potentially changing from a legislative body to primarily an advisory body and consisting of

members representing more, but smaller, chapters.

AMAPCEO’s experience over the Summer with regional “zones” for purposes of organizing mobilization

initiatives during our recent OPS bargaining campaign has also raised questions about whether there are

17

different ways to design local membership structures, so a more focussed review of these matters by the

Board and Council would seem to be quite timely.

As noted earlier in this report, the CRC concluded that, notwithstanding its establishment at one ADC

with a mandate to report back at the next ADC, the amount of time actually available to complete the

review is really no more than about nine months, since the deadline for submitting material to the Board

for the ADC agenda is the end of September and time for meeting and consultation is limited in

December and over the Summer. It is also worth noting that the bargaining agenda in the OPS this year,

and the associated mobilization campaign, have (quite properly) captured the attention of members and

activists, relegating constitutional issues to the back burner. Thus, given the amount of time realistically

available to us, combined with the complexity of some of the larger governance issues (with the resulting

need, in our view, for greater consultation among the membership), we believe it is appropriate to refer

some of these broad governance issues for further review.

RECOMMENDATION:

BE IT RESOLVED THAT the Provincial Council establish a special committee consisting

of five to seven members, representing both members of the Board of Directors and

Chapter Chairs, to study the issues identified in Section 4 of this report, as well as any other

related issues deemed appropriate by Provincial Council; that the committee consult

broadly with the membership; and that the committee be encouraged to report back to the

Council with recommendations on a periodic basis, i.e., that it not necessarily wait until its

final report to recommend changes. The Council will specify a final reporting deadline, and

it is understood that some recommendations, to the extent that they require constitutional

amendment, will need to be submitted by the Council to the Annual Delegates’ Conference.

This resolution will require a majority vote for adoption by Provincial Council.

5. OMNIBUS TECHNICAL AMENDMENTS

As we reported earlier, the CRC (Constitutional Review Committee) asked our Parliamentarian, James

Lochrie, to review the Constitution and provide advice with regard to technical or housekeeping

amendments that would modernize the Constitution, bring it into compliance with the newest edition of

Robert’s Rules of Order and identify any wording that is ambiguous or unclear. A total of nine such

amendments are being proposed for adoption and are listed in a table contained in Appendix “C” (found

in a separate section immediately following page 21).

RECOMMENDATION:

THAT the amendments to the Constitution listed in Appendix “C” be approved by

Delegates.

These amendments will require a two-thirds vote for adoption.

18

6. CONCLUSION

The Constitutional Review Committee would like to thank all those members who took the time to

respond to our surveys and who provided detailed comments and suggestions. This broad member

engagement in the work of the committee has ultimately determined what we have proposed for the

ADC’s consideration.

We are also mindful that some suggestions were made that have not been included in this report – some

because we feel they are best addressed in a subsequent review (our recommendation for a special

committee of Provincial Council) and some because we concluded that, as a committee, we simply could

not support them. One of our goals has been to finalize our report with enough time for individual

Delegates to submit their own constitutional amendments by the September 28th deadline, if they believe

their proposals deserve consideration by the ADC.

The members of the CRC feel confident that the recommendations in this report are in the best interests of

the organization and will lead to a modern and flexible path for the future.

We would like to thank the ADC for this opportunity to serve.

Respectfully submitted,

KEN BOTARI, Chair

DAVID BULMER

CHRIS GOETHEL

PAUL RADEMACHER, Vice-Chair

Appendix “A”: Terms of Reference of the 2012 CRC

Appendix “B”: Issues Addressing the Proposed Creation of a CAO Position

Appendix “C”: Omnibus Technical Amendments

19

Appendix “A”

Terms of Reference of the 2012 Constitutional Review Committee

Approved at the 2011 Annual Delegates’ Conference, November 2011

THAT the Delegates establish a Special Constitutional Review Committee as required by Article

25.2(c) of the AMAPCEO Constitution, to consist of five members elected by and from the Delegates,

with the following terms of reference:

The committee shall submit quarterly progress reports to the Board of Directors, Provincial

Council and/or the Delegates, but a final report shall be submitted in time to be considered by the

2012 Annual Delegates’ Conference.

All reports prepared by the committee shall be submitted in writing and, as required by the

Constitution, any reports to the Delegates must be submitted through the Board, which will have

an opportunity to append its comments to any report or recommendations to the Delegates.

The current policies that apply to all AMAPCEO committees (specified in Article 25.5 of the

Constitution and in the Policy on AMAPCEO Committee Meetings) shall apply to the Constitution

Review Committee.

The Provincial Council shall be authorized to fill any vacancies that occur on the committee. Any

replacement members shall be selected from among current Delegates.

During the course of its work, the committee shall invite comments from the general membership,

Delegates, the Board of Directors, the Provincial Council and other ADC Committees.

The mandate of the committee, and the terms of its members, shall expire at the conclusion of the

2012 ADC.

20

Appendix “B”

Issues Addressing the Proposed Creation of a Chief Administrative Officer Position

The Constitutional Review Committee has addressed below some of the questions that were raised during

member consultations with regard to the establishment of the position of Chief Administrative Officer (see

resolution above at page 12).

Issue #1: With all of the many issues confronting AMAPCEO, its members and the public sector these days,

how has the committee identified the creation of a CAO position as a high priority?

Response: This proposal was put forward by a number of members during the CRC’s consultation process.

We believe it has a number of advantages that will help to position AMAPCEO as a modern, forward-looking

and democratic organization as we enter our third decade. Separating the CAO functions from the role of the

President accomplish the following important objectives that the CRC believe will ultimately strengthen

AMAPCEO:

Although the President’s role is supposed to be full-time, a large part of the President’s workload is

devoted to managing the office and staff. By freeing the President of the CAO functions, AMAPCEO will

gain a full-time President who can focus on servicing what are arguably more important interests of the

organization and its members.

Creating a CAO will empower and build shared leadership capacity among the full Board of Directors, to

whom the CAO will report.

By making the position of President more manageable and more focused on broad leadership

responsibilities, the potential pool of candidates for the position becomes much larger, promoting greater

opportunities for leadership in the organization, as well as enhancing the democratic process.

Issue #2: AMAPCEO has always prided itself on being a member-driven organization. Doesn’t the creation

of a CAO undermine that assertion and promote a staff-led organization?

Response: We believe that creating a CAO will actually strengthen AMAPCEO’s member-driven governance

structure. The CAO will be appointed by, and report to, the full Board of Directors, who are fellow members

elected by the ADC. The CAO will be held to account by the Board, through the use of performance

measures, for the administration of the office and the management of staff. At the same time, by freeing the

President from the CAO role, the President will be able to focus exclusively on the issues that matter most to

members: the external role of the organization, public advocacy, building strategic alliances, meeting with

government and our employers, building an engaged and active membership and providing leadership to the

Board and governance structure.

Issue #3: Are we not creating a structure that will promote a state of conflict between the President and the

CAO by having the CAO report directly to the Board rather than through the President?

Response: Other unions representing professionals seem to operate quite well with this model, as do

municipal councils that have both a Mayor, who is the CEO of the municipality, and a CAO, who is the staff

manager (and both report to council). The President will continue to be the CEO of AMAPCEO, so the CAO

will have to develop a working relationship with the President on a day-to-day basis. There should be no

21

conflict, however, if the respective roles are clearly defined. The President will be accountable to the Board of

Directors for the President’s responsibilities and the CAO will be accountable to the Board for the

responsibilities assigned to the CAO.

Issue #4: Doesn’t the creation of a CAO diminish or reduce the authority of the President?

Response: As the CEO, the President will remain the top elected official, responsible for providing leadership

to the Board and the entire organization. He or she will continue to be the public face of and the external

spokesperson for AMAPCEO. The major difference in creating a CAO position is that the President will be

able to do more of this “presidential” work and be required to do less “administrivia”, which is what some

would argue currently diminishes and restricts the position. Creating a CAO position unleashes the President

to be more of a President, eliminating the need to be manager of the office and its staff.

Issue #5: If this is such a good idea, why has the CRC recommended an eighteen-month process for creating

and filling the position?

Response: We believe this should be done in a measured and responsible manner that permits the

organization and those affected to adjust and become comfortable with the transition to a new structure. The

Board of Directors, in particular, needs to take ownership of the process of defining the position and then

recruiting the right individual. We have proposed, therefore, that the Delegates endorse the concept, provide a

timeline and general parameters for the Board, but leave it to the Board to actually implement the proposal as

part of its responsibility for oversight. In adopting the resolution, the ADC, as AMAPCEO’s highest

governing body, will be giving direction to the Board on behalf of the membership. It will then be up to the

Board to bring back an implementation plan by the 2013 ADC and, if that plan is approved by the Delegates,

to recruit and fill the position.

Issue #6: What will it cost to establish another staff position in the AMAPCEO office? Is the cost worth it?

Couldn’t this money be spent in better ways that more directly benefit members?

Response: There is no doubt that there will be an incremental budget cost in adding such a position, likely in

the order of approximately $150,000, which we believe an organization with the resources that AMAPCEO

has should be able to fund. As with most policy issues that come before the ADC, however, this proposal

requires Delegates to weigh both the costs and the benefits. Ultimately, the CRC is of the view that the

benefits are worth the costs, although the final decision on the funding for the position, if our proposal is

adopted, would be made at next year’s ADC. (Under our Constitution, it is the responsibility of the Board of

Directors to prepare an annual operating budget, which is submitted to the ADC for approval, so if the

Delegates adopt the recommendation to establish a CAO position, it will be the Board’s responsibility to bring

forward a plan to pay for the position as part of the 2014 operating budget.)

We would ask the Delegates at this year’s ADC to consider these questions, however: What is the cost of

building leadership capacity among our elected officials? What value is added to the organization in having a

President fully dedicated to membership issues? Is it worth investing in a more democratic organization?

Promoting succession planning and building leadership capacity will cost some money, but there are also costs

to the organization and the members if we do not address these matters.

Final Report of the Constitutional Review Committee · Final Report of the Constitutional Review Committee Submitted to the Board of Directors and Provincial Council September 19,

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