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.
ii
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
iii
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
Final Report of the Constitutional Review Committee
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
Final Report of the Constitutional Review Committee
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.
4
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.
5
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.]
[Heading prior to Article 31]
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
[Heading prior to Article 31]
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).
8
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.
This amendment will require a two-thirds vote for adoption.
Current Article 65
Proposed Amendment
(add or delete)
Revised Article if Amendment
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.
65. The compensation structure
of Officers members of the Board
of Directors 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.
65. The compensation structure
of members of the Board of
Directors shall be set by the
Delegates’ Conference after
receiving a report from a
compensation committee.
Directors may receive reasonable
reimbursement of expenses
incurred while performing such
duties in accordance with the
Association’s expense
reimbursement policy.
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.
10
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).
This amendment will require a two-thirds vote for adoption.
Current Articles Proposed Amendment
(add or delete)
Revised Article if Amendment
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)
Revised Article if Amendment
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)
Revised Article if Amendment
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
Executive Committee;
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
The President of the Association
shall:
31 (b) Chair meetings of the
Executive Committee;
31(c) (b) 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,
and the Board of Directors and the
Executive Committee;
33(b) Be responsible for ensuring
that proper notice is given of
meetings of the Delegates, the
Provincial Council, and the Board of
Directors and the Executive
Committee . . .”.
44. The Board of Directors may
delegate authority for specific
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
permission of the Delegates’
Conference.
President
The President of the Association
shall:
31(b) In consultation with the
Secretary of the Association, prepare
the agenda for meetings of 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
and the Board of Directors;
33(b) Be responsible for ensuring
that proper notice is given of
meetings of the Delegates, the
Provincial Council and the Board of
Directors . . .”.
44. The Board of Directors may
delegate authority for specific
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
permission of the Delegates’
Conference.
16
Current Articles
Proposed Amendment
(add or delete)
Revised Article if Amendment
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.
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.
49. Any meeting of the Board may
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.