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Good governance allows that Board directors serve a limited number of terms.  At CIRA that means a maximum of 3 terms for new Board members.  Why did Board members change the Bylaws to allow existing Board members to serve more than 3 terms?  Is that not self dealing?  is there not a conflict of interest for those that voted for that change?

A maximum of 3 terms should apply to ALL directors to ensure the flow of fresh perspectives and diverse skills. This is a long enough period to preserve institutional memory, especially if terms are properly staggered. -Liza Aboud

A maximum of 3 terms should apply to ALL directors to ensure the flow of fresh perspectives and diverse skills. This is a long enough period to preserve institutional memory, especially if terms are properly staggered. -Liza Aboud

Excellent points and all on point to good governance..  

This is provided as clarification regarding the history of the term limit by-law.

Prior to 2016, there were no term limits for Directors and in 2016 the Governance committee recommended amending the by-laws to incorporate term limits for three consecutive 3 year terms after which a director would be required to take a one year absence before resuming office on the Board.  It was noted that existing Directors would be grandfathered and since some of them would be in the middle of their term at the time of approval by the members such directors would be eligible for 2 additional consecutive terms post approval of the by-law amendment at the AGM.  This proposed amendment was approved (with discussion) at the 2016 AGM.  The grandfathering was effected by excluding service prior to the coming into force of the amendment.  8 members voted against the amendment.

My apology - I failed to sign the posting regarding the clarification on the history of the term limits.

Susan Mehinagic

Alex, 

Thank you for posting this topic in the Campaign Forum. The number of board terms is a good topic to discuss in the forum.

Were the bylaw changes you mention made in the last year ( 2019-2020)? 

Is your change the same or a different change from what Susan Mehinagic refers to in her comment?

I'd like to comment after reviewing the relevant information about past decisions. 

Thank You,
David

Reference:

Meeting agendas and minutes
https://www.cira.ca/about-cira/board-and-governance/meeting-agendas-and-minutes?tid=59&page=1

Nevermind, I see the bylaws were last revised in 2016. 

I'll focus my review of the board minutes to that year. 

References:

CANADIAN INTERNET REGISTRATION AUTHORITY/AUTORITÉ CANADIENNE POUR LES ENREGISTREMENTS INTERNET
AMENDED AND RESTATED BY-LAW NO. 1
https://www.cira.ca/policy/law/law-no-1

Alex,

When you say "Why did Board members change the Bylaws", do you really mean why did the board ask the members to approve these changes in 2016 at the AGM?

I'm not sure how a bylaw change duly approved by members at the 2016 AGM is highly relevant to the 2020 board election. 

Regards,
David

--------------------------------------------

Susan, 
Thanks for the reference to the 2016 AGM. I missed it on my first pass through this topic, but I eventually found the relevant document in the board minutes on the website. 

For anyone interested in the background of this discussion ...

2016 AGM Minutes - 6. Approval of By-Law amendments
https://www.cira.ca/about-cira/board-and-governance/meeting-agendas-and-minutes/agm-minutes/2016-agm-minutes
 

 

Thx Susan for that clarification.  You know the history having been Board chair and serving dutifully on the Board.  

My questions still stands as the Board recommended the notion of grandfathering the incumbents and the members at an AGM went along. 

By even bringing it up and recommending the By-Law change poses the question of the exiting Board members self dealing, doesn't it?

Shouldn't the Board have simply stated - "3 terms total or 9 years, and forever" - rather than creating a special class, one of incumbents, and have those incumbents promote it as good governance.      

Hello all.  I will offer my 2 cents on this topic.   While I was not present for the discussion in 2016, I have seen other Boards grandfather terms in order to facilitate succession planning.  I agree that in principle, this should apply to ALL Board members, but if there was a case where a Treasurer (for example, or any other officer position) succession plan required additional tenure to ensure a smooth transition, that should be permitted.   I suspect that the intent is to provide a strong succession plan and that this eventuality may never occur.

Jennifer Sondergaard

 

For what it's worth, Ryan Black, Nominating Committee member here (and 3 years into 9 potential years, I suppose, relevant to this topic), speaking as a candidate and in no other capacity.

I wasn't on the board at the time that decision was made, nor do I believe Mr. Beraskow was (though maybe he was one of the 8 members who voted against it?).  Regardless, the members approved the by-law change, as directors and organization dutifully considered and presented on the language at that AGM.  The decision has been made, and I fail to see any reason to think it's anything like self-dealing and not the fairest attempt to institute a term on folks who were already on the board.  There are a wide range of alternatives available to a Board and to an organization when proposing changes like this, and we have no reason to doubt that the best interests of the organization at the time the decision was made were the primary considerations.  As a lawyer who has practiced corporate law including governance matters for many years, I do not believe there is any "best practice" when it comes to grandfathering existing board members when introducing term limits: Ms. Sondergaard has it right, there are good reasons to grandfather, including for succession planning.  Regardless, the by-law, as approved by the members, clearly states that past service at the time the by-law comes into effect does not count.

I can think of no reason that Mr. Beraskow would raise this non-issue in the campaign forum other than this: it is not lost upon me that Mr. Beraskow is accusing the 2016 Board of (or perhaps most accurately, batting-eye innocently "questioning" whether the 2016 board was) "self-dealing" when approving that rule change, as opposed to looking out for the best interests of the organization.  By implication, Mr. Beraksow is thus also accusing at least one of his competing Member Candidates, as well as those current board members who have served longer than he or I did, of acting improperly.  I do not believe there is any evidence of this.  This happened in 2016.  There have been 4 AGMs including the one approving it, and the members have been satisfied with this aspect of the by-laws., and it is not good governance to quickly revisit bylaws for small-term changes.

I do not consider this to be an issue at all.

You seem very defensive, Ryan. Maybe Alex has a point...

Please answer this instead: are there so few qualified Canadians that CIRA must rely on a handful of entrenched directors? 

I don't accept the premise of your question, Michael.  I've been a board member for 3 years.  I joined as part of a slate of 3 new people. 2 new people joined the year after, and 3 new people joined the year after that.  In other words, just in my 3 year tenure, we've had 8 (of 12) new board members.  Nothing I've experienced, between the amazing job the Nomination Committee does each year to the incredibly talented pool of member candidates who run, suggests that CIRA relies on a "handful of entrenched directors".  If anything, CIRA's board could benefit from a little bit more sustained continuity, because learning about the ins and outs of CIRA (and understanding how different it is than any other non-profit, government or for-profit institution) takes quite a bit of time.  CIRA has a little bit too much board turnover, in my view. 

Now, full disclosure: I am running again and so of course I think that, but I have to tell you that one of the main reasons I am running in this election is that I know just how long it took me to get acclimatized to CIRA's particularities, and I know that my next 3 years will be even more effective.  CIRA has done well, and I believe has had a strong, diverse and engaged Board, in the 3 short years I've been a board member, and I look forward to being able to contribute my considerable experience and talents for the next 3 years if the Members elect me as a Nomination Committee slate board member.

I was a board member when that decision was made. I felt it was a fair and just decision. At the time I first ran for the board there were no term limits. I had the expectation that I could continue on the board until the members no longer voted for me. I support the grandfathering but I honestly can't remember how I voted. I probably recused myself because I was in my third term at the time. I believe in term limits. I think three terms is a good limit although with our election policies this causes quite a bit of turn over. I believe four terms would be a better fit for the CIRA board.

 

Alex,

 

You were a board member for three years and according to your mass-emailing (which I didn't ask for) you are an expert in Corporate Governance. During your term can you point to the minutes (they are all public) in which you raised the issue to correct this? Surely given your background you would have raised this through motion or discussion.

Why now?

 

Thanks,

 

Paul

Mr Black, a lawyer by profession and current Chair of the Governance Committee would like us all to believe that 3 board terms - a total of nine years - is not enough time to allow for board succession?  Really?  Others may believe it but I certainly don't, especially based on the boards I have been on - which all have term limits.

There is a valid reason for that limit on terms.  While not codified in law, it is a best governance practice that is well recognized (that is why it was proposed, BTW).  

Mr Black, as a jurist, would also like us to believe that it was not self serving when the Board proposed changing the By-Laws to allow an infinite number of terms for themselves.   Is that putting the thumb on the scale?  Is that acting in the best interest of CIRA, allowing an infinite number of board terms but only for the ones how voted on that motion.  

While the AGM may have approved it, my point is why did the Board members propose it at outset and then why does Mr. Black, Chair of the Governance  think it OK?   

Interestingly enough, Mr Brown, having served for 3 terms on the Board, when seeking a 4th term, having voted for allowing an infinite number of terms for existing Board members, was not re-elected.  Causation or just correlation?

My point is that there is much work to be done to improve board governance.  

Alex, thanks for calling me out again, it's always a pleasure to demonstrate publicly that there are incredibly simple answers to your questions.

1) You are mistaken about what the by-laws say, but once again it does not surprise me.  In 2016 the Board as it then was simply grandfathered past service, but the 3-term limit applies to them:  "After serving nine (9) consecutive years, a Director shall be required to be absent from the Board between the end of her last term until the following Election Period.  (c) In determining the length of service of a Director, service prior to the coming into force of this section shall be excluded."  In other words, service prior to 2016, before the rule existed, does not count.  That's the extent of the grandfathering, not "infinite terms" for those who voted for it, as you are alleging as part of some vast conspiracy to put the thumb on the scales of justice.  You are flat out mistaken when you say that the then-board "voted for allowing an infinite number of terms for existing Board members".  That is simply not the case and you know it --- or, if you want to be a Member's candidate, SHOULD know it.

2) There is no "problem" to be solved here.  When I came in as a director, the year after you did, and in the three years of my term that followed, CIRA's members ushered in 8 new board members (of 12, excluding observers). That's just in the three years I've been a board member!  At least 2 of them are chairs of committees, too, so it's not just lip service to good Board rotation.  CIRA's practices are working and an example of good governance.  I'm told (I have not confirmed) that the average board member on CIRA serves less than 4 years.  We rotate between 2-4 members every year. That is short compared to most of my clients, and exemplifies the good governance in practice.  Governance on paper is always trumped by governance in practice.  Here's how the board sat as of September 2016: Kerry Brown, Andrew Escobar, Michael Geist, Rowena Liang, Louise Macdonald, Helen McDonald, Susan Mehinagic, Marita Moll, Bill Sandiford, Rob Villeneuve, Faye West, Kevin McArthur.  8 of those people are no longer on the board.  There's no issue of folks trying to cling to power or put the thumb on the scale, but Alex you have no problem throwing those accusations around.  The 4 of those 12 that remain on the board, one of whom is running this year against Mr. Beraskow I should point out because he won't, I greatly respect: Helen McDonald has been a fantastic Chair; Rob Villeneuve gets the industry and bringing people together in a way I learn from every meeting;  Bill Sandiford has an inspiringly practical view of complex matters and tremendous experience;  and Andrew Escobar brings his quick wit, experience, energy and passion to every issue.  I don't know some of the past members as well (though I have met many of them), but I take great issue with you attacking their character.

3) My experience as a lawyer having acted for hundreds of companies and (thus appreciating the complexities of "best practice" governance as needing to be custom-tailored for the organization at hand) tells me that it is simply good practice to balance anything on Board composition (whether it's a term limit or a restriction) against succession and breathing fresh air into the board.  I believe CIRA's bylaws and policy work that way, and the evidence backs it up.  Alex has nothing other than vague allegations of misconduct.

In sum, there is much work to be done to improve governance in every organization.  As Chair, Governance, for the past 3 years, I'm proud of the work CIRA and CIRA's board has done.  But I won't simply cannot stand for Alex coming onto these forums to make veiled (and flat out wrong) allegations, including maligning past or present board members. Even worse, as a self-professed expert of governance, Alex is misrepresenting the by-laws.

I do not believe there is any real issue here.  Of course term limits are important to ensure Board freshness - CIRA has board limits that apply to all directors; no member can serve more a term that would have them exceed more than than 9 consecutive years after 2016.  The Board considered it and proposed it.  The members approved it.  It's time to move on.

PAndersen (I assume Paul and past Board Chair as well as Nominating Committee) .

During my 3 term term I had proposed many changes to CIRA Board governance.  I wrote a long position paper proposing 10 changes for further discussion, first presenting to the Governance Committee and then to the Board (neither made it on the agenda).  

I hope that I don't present myself as an expert on board governance although I do have some experience and maybe more then some.  I do have a strong interest in board governance as it is a natural extension of my practice as a Management Consultant (becoming certified in the process as a CMC, BTW)

As such I developed  a series of modules on what Board Governance is for Not For Profit corporations and published it all on the web.  I have had it all peer reviewed.  I welcome your comments on board governance.    

Alex Beraskow wrote:

I hope that I don't present myself as an expert on board governance although I do have some experience and maybe more then some.  I do have a strong interest in board governance as it is a natural extension of my practice as a Management Consultant (becoming certified in the process as a CMC, BTW)

Thank you for the clarification. From your references and posts in other parts of this board, I did indeed get the impression that you were presenting yourself as an expert on board governance. I believe you even linked to your YouTube channel (granted, the audio of the video was spoken by someone else) and your website, telling another candidate that they would be able to learn more about governance.

Quoting from the other thread:

https://www.cira.ca/node/9626

[...] If you are unaware of what governance is you can check out  the following 15 minute PPT  https://youtu.be/rgBFwNTRv58 or my website https://beraskow.ca/governance-topics/.  Equally there is a lot of information on the web about board governance and especially as applied to Not For Profits. [...] 

"PAndersen (I assume Paul and past Board Chair as well as Nominating Committee) ."

 

That is me. Paul Andersen, P. Eng. Former CIRA Board Chair. Member of Nominating Committee (Former NomCom Chair; however, not for two years running now).

"I hope that I don't present myself as an expert on board governance although I do have some experience and maybe more then some. "

I came to that conclusion based on the emails you've sent now two years in a row. Your website that seems to give that as a services. You also have Youtube videos with Governance education. That was why I drew the conclusion.

"(neither made it on the agenda)"

While the agenda is generally drafted by the Chair. There is always an opportunity to make a motion that an item be considered. Even if the body doesn't support the minutes would surely reflect. 

I just always ask when former board members raise issues like this why they didn't take the opportunity to do so when they were at the table. As a voter understanding the track record is important.

 

As I remember we were not grandfathered in for an infinite number of terms. There was a sliding scale based on where each of the existing board members were in their current term. I know I was allowed one term after my third term then I would have had to wait a year. I would have ran again after that year was up but decided not to because of medical issues which would have precluded me from the necessary travel. Maybe with COVID-19 and more online meetings I should run again.

 

Good governance should balance 1) experience, memory and 2)renewal and capacity for change.  I believe that a maximum of 3 terms for new members is a good idea. Perhaps, existing members could benefit from an exception as changes to Bylaws seem to allow but in my view this should be justified with strong grounds for experience and memory as well as with an exceptionnal contribution as a Board member.  

Michèle Rioux

I support a fixed number of terms for Board Members as long as there is a smooth transition plan in place to ensure the transfer of board knowledge and if there are candidates available for the open board positions.  For example, I am on the Board of CENGN where the original term limits were three terms of two years each for Independent Board members.  There has been a lot of change over the past three years at CENGN with a new CEO, Chairperson, Vice-Chair, and four new board members joining.  Given that CENGN was formed six years ago, nearly all independent board member positions were up at the same time, creating an issue of continuity of knowledge.  The Board asked that the ByLaws be changed to allow up to two extensions of one year each.  I have agreed to extend my Board position for one more year to support a smoother transition of the Board at CENGN. 

Succession means replacing the "old" with the "new", and not as Mr. Black would have us believe, perpetuating the "old", or giving special privileges to the "old".  Equally, Kerry Brown would have us believe that when he voted to allow existing board members - more terms for the "old" but not for the "new" - that it was fair and justified, with no self interest or conflict?  No thumb on the scale?

The current system of staging allows 4 spots for re-election every year, meaning a maximum of 4 turnovers of 12.   When I was elected to the Board in 2016 I was the only newbie; the rest were all re-elected incumbents.  It is a good approach to board succession. 

There many things that need to be fixed in board governance, especially if CIRA is to operate ".ca" as a key public resource, being open and held accountable.  CIRA members members deserve better.    

This is an interesting conversation but I am not sure how valuable. The fact that there is a term limit in place is great.

Continuity and succession planning on boards is just as important as continuity and succession planning with senior management teams. I am essentially agreeing with Jennifer Sondergaard's comment above. 

Good governance is all about acting in the best interests of the corporation - called fiduciary duty.  Every board member has that duty as does every officer of the Corporation. That is a keystone and founding principle.

Are Board members who give themselves extra terms self dealing or acting in the best interests of the corporation?  BTW, the CIRA policy on conflict of interest is clear.  

Members must trust and know that Board members are conflict clear.