Dec '09/Jan '10

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Amendments to CIM By-Law No. 1

By H. Ednie

Continuity, clarity and efficiency are the three main goals of the proposed amendments to CIM By-Law No. 1. In order to meet current standards and match actual practices, CIM members must cast their votes before these changes can be formally approved.

The proposed amendments are the result of a two-year revision process headed by past president Jim Popowich. The new by-law was reviewed and approved by CIM Council on August 29 of this year. Its fate is now in the hands of CIM members.

Why is it necessary to amend the CIM by-law?

Best Practice — Recommended “best practice” is that a by-law should be reviewed and amended, if necessary, each year to keep it consistent with changing practices, policies, regulations and legislation. Non-profit organizations are advised to conduct a comprehensive review every five to eight years. The current by-law was last revised in 1997.

Structure — The structure of the current by-law does not conform to contemporary formats recommended by Industry Canada, pending not-for-profit legislation and common practice in other non-profits.

One concise document — The current by-law omits important elements of CIM Council powers that are normally contained in a by-law, and others that are now contained only in the badly dated statutes that enabled the creation of CIM. The proposed by-law rewrite will bring all these provisions into one document.

Clarity — Clauses in the current by-law do not follow a logical grouping. Provisions related to meetings of Council and members all fall in one series of clauses, even though provisions may differ for different types of meetings. Additionally, “Powers” of Council have been scattered throughout the document or in enabling statutes.

Efficiency —  The by-law has not kept up-to-date with CIM Council and administrative practices, thereby creating issues of both legality and administrative efficiencies (e.g. online rather than conventional mail paper balloting).

Good governance — CIM Council recently approved a comprehensive set of new ‘governance policies’ intended to bring them in line with contemporary practice, establish a “Code of Business Conduct,” restructure committees and entrench current practices related to governance and decision-making, and to clarify relationships between Council and staff, and between CIM and its ‘business units’ (societies and branches).

Continuity — Council’s desire to create a new “Incoming President-elect” position to provide additional continuity and orientation in the succession planning for senior officers requires significant amendments to the by-law. So too does the “best practice” of staggering director terms of office to provide greater continuity in Council members, thereby eliminating significant annual turnover and the loss of directors who may just be getting fully oriented at the end of their first year.

Orientation — The current one-year term for directors new to Council, combined with the infrequency of Council meetings, has made it difficult for new directors to get fully oriented to issues and procedures in that term. The term of office for directors will be increased to two years to address this problem and provide greater continuity to Council.

Skill sets — The current process for selecting directors has often left the Council short of certain important skill sets, such as financial or legal. The proposal to allow Council to appoint two or three “directors-at-large” would potentially compensate for such deficiencies. This allows, in particular, appointment of a Finance Chair from outside the group of elected directors if financial expertise is not present amongst those directors.

Attendance — Quorum for the annual general meeting and special meetings has been reduced from 50 to 25 to reflect the realities of past attendance at the AGMs. The provision for proxy attendance has been eliminated as it is inconsistent with best practices in governance and is administratively cumbersome.

Procedure — Provisions to allow voting by alternates for directors unable to attend Council meetings has been eliminated since it makes it too easy for directors to send a replacement (who is often not conversant with issues or the debate history around them). This has often resulted in inefficient use of Council time bringing alternates “up to speed” and disrupts continuity. It is also not a recommended practice to have alternates with voting rights. Observers will be allowed by invitation of a director.

It is now up to you, CIM members, to make your voices heard. Read the documents available on the CIM home page (www.cim.org) and cast your votes before January 18, 2010. Help CIM become more efficiently structured — go online and vote today.

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