By-Laws & Policies
Report from the Board Governance Task Force
In 2012, the Board of Directors (“Board”) of the Hamilton Chamber of Commerce (“Chamber”) instituted a complete overhaul of the By-laws, shifting its role from a “working board” model to an “oversight board.” This was instituted to bring more professionalism to the organization – both from the Board and the executive – and to reflect modern trends in organizational/association management.
At our annual Organizational Strategy Session in February 2019, facilitator Adam Legge, former CEO of the Calgary Chamber of Commerce and author of the management book Making Remarkable, led the Chamber Board and staff through a process to determine the areas in which the organization required improvement.
Much of the discussion was focused on a lack of a formal Board nomination and orientation process, and the absence of formal Board policies. It was agreed at the end of the strategy session that the CEO and the Vice Chair would strike a task force, develop a work plan and identify deliverables and timelines.
After months of consultation, which included a canvas of best practices across the industry, we recommended a Board Policy Manual that was adopted by the Board in September 2019. It outlines governance roles pertaining to Board executives and the President and CEO, rules for board meetings, a code of conduct, a conflict of interest policy, financial and control policies, and rules governing committees and task forces.
The new policies require some alterations to the Chamber’s By-Laws, particularly related to the organization’s Board nomination process. To ensure proper oversight, the new Nominating Committee will be comprised entirely of Board members. However, to ensure broad inclusion from across the membership, the new policies require a widespread and public call for nominees, which we employed in fall of 2019 to great effect.
Also under the new policies, governance matters will be overseen by the Executive Committee and delegated to a task force formed for a particular purpose (and still require the support of the whole Board).
Because the new policies necessitated opening up the By-Laws, the Board took advantage of the opportunity to clean up other By-Laws here and there, to reflect the current practices of the organization. Some of the more important proposed changes are:
- 5.15 – a Director can now be removed on majority vote of the Board only if he/she has violated the new Code of Conduct created in the Board Policy Manual. Previously a majority could remove a Director for any or no reason at all.
- 7.2 – lowers the number of Executive Committee meetings necessary in a year, reflecting the difficulty in convening the Executive Committee more than four/five times a year.
- 9.0 – enshrines the fact that the Board, through the work of the Committee and Division Renewal Task Force, now favors the creation of time-bound, issue-specific task forces over standing committees.
- 18.4 – Divisions require the flexibility to meet fewer than eight times a year.
Under Article 15.2 of the By-Laws, we are herein providing the requisite notice to the membership of proposed changes to the By-Laws, which will require adoption at the March 3, 2020 AGM. We are providing the membership with the current By-Laws, a track-changes edit to the By-Laws that is being submitted to the membership for en masse approval (with margin notes to explain the changes) and the final version of the By-Laws should they be adopted as presented.
Any questions before the AGM should be directed to the President and CEO.