Astute readers will remember the brouhaha that broke out in January when Non-Partisan Association directors appointed two new board members via email without waiting for comment from then president Paul Barbeau. The handling of those appointments resulted in Mr. Barbeau's resgination. And it looks to have been the inspiration for a package of bylaw changes being sponsored by board hopefuls Jeff Melland and Greg Elzinga. The changes would make email votes invalid unless two-thirds of the board member participate after receiving a 72 hour notice. And the package would also eliminate the board's ability to appoint five additional directors over and above those elected by the membership. Such seats are presently occupied by Marko Dekovic and Alex Tsakumis. The following is a complete copy of those amendments, which are being proposed for debate at the association's upcoming annual general meeting - although there seems to be a move afoot to ensure they don't make it to the floor.

BYLAW AMENDMENTS TO IMPROVE DEMOCRACY, ACCOUNTABILITY AND TRANSPARENCY ON THE NPA BOARD

Preamble:

The NPA has much to be proud of in its 2005 campaign success. Civic politics is always a bit chaotic, and we proved once again that we could navigate the minefield of competing interests to present the most attractive, responsible vision for our city.

The NPA's renewal process still has room for improvement in one area: between elections, our volunteer Board structure should better reflect the needs of the caucus and Association as a whole. I have spoken with a number of members, including former Board members, and I believe the problems can be fixed by making our Board more democratic, accountable, and transparent to its members.

Our bylaws prescribe a board substantially unchanged since the 1930s, and it is time to update our association to reflect the way political organizing is done in 2006. We should ensure that there is no risk that there is a perception that the NPA is controlled by a "back room."

THE "MAKE THE BOARD MORE DEMOCRATIC" AMENDMENTS

This motion is intended to:
* allow NPA members the opportunity to elect all Board members who represent them
* eliminate the ability for a faction of the Board to appoint Directors beyond the normal elected allotment, and thereby to control the Board undemocratically
* make it possible for the Board to appoint Directors only if an elected spot becomes vacant and only until the next AGM, then to require a by-election

Current Wording of Bylaws

Bylaw 21 currently reads as follows:
"The Board of Directors shall consist of 15 Directors, each of whom shall be elected for a 3-year-term, 5 to be elected at each Annual General Meeting. Nominations of Directors shall be made by 2 members in good standing as proposer and seconder. A quorum at any meeting of the Board of Directors of the Association shall consist of 8 members of the Board. The Directors of the Association shall have the power to appoint up to 5 additional Directors (hereinafter referred to as "Appointed Directors") who will be additional members of the Board of Directors, such appointments to be for a term expiring at the commencement of the Annual General Meeting next ensuing after appointment."

Bylaw 23 currently reads as follows:
"The Directors may act notwithstanding any vacancy in their body. If a member of the Board of Directors shall resign or if a vacancy shall occur by death or otherwise, the Directors shall have power to choose a member in good standing to fill such vacancy until the next Annual General Meeting of the Association. "

Proposed Amendments

BIRT Bylaw 21 be amended to exclude the following words:
The Directors of the Association shall have the power to appoint up to 5 additional Directors (hereinafter referred to as "Appointed Directors") who will be additional members of the Board of Directors, such appointments to be for a term expiring at the commencement of the Annual General Meeting next ensuing after appointment.

BIFRT all bylaws be amended to exclude reference to "Appointed Directors"

BIFRT Bylaw 23 be amended to read:

If any Director or Executive Member resigns or causes a vacancy by death or otherwise, the Board shall have the power to choose any member in good standing to fill that position until the next General Meeting of the Association. If the position in question is in the first year of a two-year term, an election for the remainder of that term will be held as a by-election at the next General Meeting of members of the Association.

BIFRT all bylaws be renumbered to reflect consecutive numbering and sub-numbering.

BIFRT this motion will take effect upon the adjournment of this meeting.

THE "MAKE THE BOARD ACCOUNTABLE" AMENDMENTS

This motion is intended to:
* afford, for the first time, members the opportunity to choose its Executive, including official spokespeople
* ensure that some Officers demonstrate their suitability for specific tasks, and calibrate their nominations to how well they will pursue those activities
* set up standing committees chaired by those Executive, to ensure that committees remain active between elections
* move the NPA toward a normal structure for political organizations that do not have staff

Current Wording of Bylaws

Bylaw 21 currently reads as follows:
"The Board of Directors shall consist of 15 Directors, each of whom shall be elected for a 3-year-term, 5 to be elected at each Annual General Meeting. Nominations of Directors shall be made by 2 members in good standing as proposer and seconder. A quorum at any meeting of the Board of Directors of the Association shall consist of 8 members of the Board. The Directors of the Association shall have the power to appoint up to 5 additional Directors (hereinafter referred to as "Appointed Directors") who will be additional members of the Board of Directors, such appointments to be for a term expiring at the commencement of the Annual General Meeting next ensuing after appointment."

Bylaw 22 currently reads as follows:
"The Officers, being a President, a Secretary and a Treasurer, shall be elected from among and by the members of the Board of Directors and shall retire at each Annual General Meeting but shall be eligible for re-election provided that the President shall not hold office for more than a period of 5 consecutive years."

Proposed Amendments (in addition to any other amendments made at this meeting)

BIRT by-laws 21 and 22 be amended to include the following:

21. The Board of Directors shall consist of sixteen directors:
Seven Executive members
Eight Directors-at-large
The Past President

22. The Directors of the Association shall be chosen as follows:

Nominations of Directors shall be made by 2 members in good standing as proposer and seconder.

Notice of intention to run must be given by e-mail or in writing to the President at least 14 days prior to a General Meeting of the membership

The following Executive Members are to be elected by individual ballots at each Annual General Meeting for a one-year term, with no person standing for more than one position, including the position of Director-at-large:

President
Vice President
Secretary
Treasurer
Membership Chair
Youth NPA President (voting amongst members under 35 years of age only)
Youth NPA Vice President (voting amongst members under 35 years of age only)

Eight Directors-at-large may be elected for two year terms, with four positions normally filled at each General meeting.

The position of Past President, to be held ex-officio for a maximum of one year by the individual who held the position of President immediately previous to the current President, and who does not currently hold the position of President, provided that he or she is a member in good standing.

BIFRT all bylaws be renumbered to reflect consecutive numbering and sub-numbering.

BIFRT this motion will take effect at the next General Meeting of the Association.

BIFRT Directors-at-large elected at the 2005 and 2006 meetings for three-year terms may serve the remainder of their terms as Directors. Prior to 2009, this may result in a greater number of Directors than sixteen. Should these Directors resign, their positions cannot be reassigned by the Board.

THE "HELP THE BOARD UNDERSTAND ITS ROLE" AMENDMENTS

This motion is intended to:
* help new Executive members understand their roles
* ensure that the NPA continues its vital activities even after a potential election loss
* ensure continuity on the Board
* ensure that active members not on the Board have a mechanism to participate

Current Wording of Bylaws

Bylaws 30-33 read:
30. The President shall preside at all Meetings of the Association and of the Board of Directors, and shall exercise supervision over the officers, the affairs of the Association and the activities of its committees.
31. It shall be the duty of the Directors to carry out the duties of the President during his absence and to assist as required.
32. The Secretary shall, or shall cause the following to be done:
a. Issue notices of meetings of the Association and Board of Directors;
b. Keep minutes of all meetings of the Association, and the Board of Directors;
c. Have custody of all records and documents of the Association except those required to be kept by the Treasurer;
d. Have custody of the common seal of the Association; and
e. Maintain the register of Members.
33. The Treasurer shall:
a. Ensure the safekeeping of the financial records, including books of account, necessary to comply with the Society Act; and
b. Render financial statements to the Board of Directors, members and others when required.

Proposed Amendments

BIRT Bylaws 30-33 be amended to read:

The duties of the Executive include the following:
President - Where possible, the President shall preside at all Meetings of the Board of Directors, and shall exercise supervision over the officers, the affairs of the Association and the activities of its committees. The President will preside over meetings according to a commonly accepted system of Rules of Order.
Vice President - In addition to performing the duties of a Director-at-large, the Vice President will preside at Meetings of the Association where the President is unavailable.
Secretary - shall, or shall cause the following to be done:
i Issue notices of meetings of the Association and Board of Directors;
ii. Keep minutes of all meetings of the Association, and the Board of Directors;
iii Have custody of all records and documents of the Association except those required to be kept by the Treasurer;
iv. Have custody of the common seal of the Association; and
v. Maintain the register of members.
Treasurer - shall:
i. Ensure the safekeeping of the financial records, including books of account, necessary to comply with the Society Act; and
ii. Render financial statements to the Board of Directors, members and others when required.

Membership Chair - shall convene an advisory committee of members to recruit new members to the Association and to ensure information is regularly conveyed to existing members.

YNPA President - shall convene and preside over an advisory committee known as the "YNPA Executive" to convene social and political activities of interest to NPA members under the age of 35. The YNPA President shall convene annual elections for the YNPA Executive subject to rules approved by the Board.

YNPA Vice President - shall assist the YNPA President in his or her duties.

BIFRT Bylaw 28 be amended to begin:
"With the exception of Committees chaired by Executive,"

BIFRT all bylaws be renumbered to reflect consecutive numbering and sub-numbering.

BIFRT this motion will take effect upon commencement of the next General Meeting of the Association.

THE "MAKE THE NPA MORE PROFESSIONAL" AMENDMENTS

This motion is intended to:
* ensure that the Board operates fairly and professionally
* ensure that the Board may use e-mail ballots, but only in special circumstances
* ensure that Board members respect the sensitivity of financial and personal information that may come to them in their duties as Directors

Current Wording of Bylaws

Bylaw 21 currently reads as follows:
"The Board of Directors shall consist of 15 Directors, each of whom shall be elected for a 3-year-term, 5 to be elected at each Annual General Meeting. Nominations of Directors shall be made by 2 members in good standing as proposer and seconder. A quorum at any meeting of the Board of Directors of the Association shall consist of 8 members of the Board. The Directors of the Association shall have the power to appoint up to 5 additional Directors (hereinafter referred to as "Appointed Directors") who will be additional members of the Board of Directors, such appointments to be for a term expiring at the commencement of the Annual General Meeting next ensuing after appointment."

Proposed Amendments

BIRT Bylaw 21 have the following clauses added.

Board decisions by teleconference, mail ballot or e-mail ballot, will carry force of a majority vote only if participation, including recorded abstentions, includes two-thirds of Board members. The President must make a reasonable attempt to contact all Board members in the event of such a motion. Such motions may not be amended and may not take effect for at least 72 hours following the vote

Board meetings will be run according to a commonly accepted system of Rules of Order chosen by the Board at its inaugural meeting after each General Meeting.

A quorum at any meeting of the Board of Directors of the Association shall consist of a simple majority of the Board. (This clause shall replace the quorum requirement in the original bylaw, if that requirement still exists)

All Board members shall be required to sign a Confidentiality Agreement as approved by the Board annually. The wording of the Confidentiality Agreement shall be available to all members as requested.

BIFRT all bylaws be renumbered to reflect consecutive numbering and sub-numbering.

BIFRT this motion will take effect upon the adjournment of this meeting.