Proposed Updates to JLA Bylaws
Wednesday August 25, 2021
Dear JLA Members,
Per Article 6.1 of our JLA Bylaws, I would like to recommend updates to the Bylaws for your consideration at the 2021 AGM on September 15. These amendments are in keeping with changes made by other not-for-profits, including our umbrella organization, the Federation of Ontario Cottage Associations (FOCA).
What are the updates?
The updates are in four key areas (redlined for your reference), while other updates will be necessary consistent with the Not-for-Profit Corporations Act, 2010, scheduled to come into force next year. The following updates are long overdue and would modernize some elements of the JLA in keeping with other organizations.
* 3.3 - Director Term Limits - currently there are no limits as to how long a director may remain on the Board. Term limits are healthy for all associations to ensure a renewal of fresh ideas and members and ensure positive turnover for succession planning. A review of other bylaws shows that a 9-year term is very generous (+1 if a Director needs to complete an Officer term);
* 3.7 - Nominations from the Floor – when there is no active board Nominating Committee recommending a slate of candidates to fill vacancies, we may wish to have nominations from the floor. Otherwise, the board’s Nominating Committee is charged with seeking and vetting the best candidates for vacancies and recommending a slate;
* 3.15 - Standing Committees - in order to provide some structure to the work of the JLA Board, we should use our "best efforts" to ensure active committees to carry out the work of the association. The amendment suggests the Board strive to have 5 such committees. There are no standing committees at the moment.
* 4.48 - Roberts Rules of Order - in order to ensure adherence to principals of good governance and best practices, many associations have adopted Roberts Rules of Order to guide their meetings and decisions
A markup copy is attached: here.
Finally, please note that these amendments are adopted if approved by 2/3rd of the votes cast at a general conference of members such as the AGM.
Many thanks for your thoughts and consideration.
Alex Kostiw
Acting President
JLA
------------------------
2021 Sep 7
Sorry folks, the comment section below has not been used for years, and was just noticed recently.
As well, Alex and I have posted replies below many times, and each time it appears for a while then disappears during the day.
Alex Kostiw has asked me to post the reply below to the thoughtful input provided to date.
Mike Jensen
------------------
"I was thrilled to see Alan and Gary's responses/comments to my proposals. I've also received some comments in my in box. Thank you lakers for your interest and contribution. Bylaw change, codes of conduct, committee structures can be relatively dry subjects and the majority of the existing Board had very little appetite for entertaining such changes, so glad to hear from any and all on these subjects.
I agree that a much fuller review and amendments of our existing Bylaws are necessary. As Director of Governance, my hope is to form a group in the next year to conduct such a review and prepare recommendations to the membership at the 2022 AGM.
The Ontario Not-for-Profit Corporations Act (ONCA) was actually passed in 2010 but did not come into force at the time. I know, ... strange but the government had its reasons ... some technical. However, as you mention Gary, the Ontario government recently announced that this Act will be proclaimed/come into force on October 19, 2021. Associations such as ours have 3 years to bring their Bylaws up to speed so that they are in compliance with this Act.
However, based on my observations over the past 2 years on the Board, I thought it was important to at least put in place some long overdue, necessary changes.
1. Term limits ..... glad you agree Gary. I hope to present this amendment to the membership as is.
2. Nominations from the Floor .....I struggle with this amendment. Actually, I came on the Board by way of a nomination from the floor and so not keen on eliminating it altogether. It strikes me as a very democratic and useful provision ..... at times. I'll explain below. I'm certainly not worried about a hostile takeover from the floor. Would be nice to have that level of interest in the JLA ! (LOL)
Per your comments Gary, I'm not sure that my proposed amendment would necessarily alter the dynamics of JLA elections. Currently, Bylaw 3.3 states in pertinent part, "given a functioning Board, new Directors shall be nominated by the Board and then elected to it by resolution of members in general conference ......". I propose no change to this section for now.
Further, Bylaw 3.7 provides, again in pertinent part, that members in general conference may nominate from the floor (by formal resolution) candidates for Director vacancies .... subject to a secret ballot vote, etc. My change would mean that if the Board does not or cannot nominate the necessary new Directors to fill the vacancies, nominations from the floor would be welcome. For instance, last year, via the Board's appointed Nominating Committee, the Board only put forward 2 candidates. Technically, more candidates could have been nominated from the floor, but they were not.
An important note: last year, the Board unanimously passed the creation of a Nominating Committee entrusting to it the job of recruiting, vetting and selecting a slate of new Directors. Entrusting a Nominating Committee with this function can be seen as a very positive idea for a number of reasons. It is progressive and in tune with the evolving nature of associations such as ours. As political, economic and environmental issues become more numerous and challenging, so does the job for lake associations and their Boards. One need only look at FOCA's website to realize the many new and complex issues facing lakers. Bylaw, building and zoning variances, 10 year plans for the harvesting of surrounding forests, boathouse regulations, at capacity lake designations, shoreline and wetland preservation regulations, effective internet access, appropriate waste disposal, keeping hydro rates under control, clean water needs, herbicide/pesticide use are just some of the issues that impact lakers today.
Because of the nature of the issues that fill our agendas, it is important to have directors with the appropriate skill sets, aptitudes and talent to deal with issues and government regulators effectively. For instance, it is a good idea to have at least some directors with environmental science, planning, intergovernmental/lobbying backgrounds to deal effectively with some of these issues. As such, it is important to fill vacancies with folks who meet the needs of the evolving times, and will also be able to work well together as a team. Typically a Nominating Committee does this job and presents its slate to the Board who in turn present these candidates to the membership for election. This is the model I am hoping for. While electing directors from the floor can be a great idea, it can also turn into a 'popularity' contest electing well known long time lakers but not necessarily those who will meet the needs of the Board at any particular time.
Gary, you state that my proposal will be 'offside" ONCA section 56 (5), but I'm not sure. You'll note that this ONCA provision states, in pertinent part, that a member entitled to vote at an annual meeting of members may make a "proposal" nominating directors which proposal may include nominations for the election of directors ... etc. The key here is the intentional use of the word 'may' indicating the legislative equivalent of a 'suggestion' or 'option' rather than an obligatory regulatory provision (ie) one 'must', 'shall' or 'will". Perhaps I am wrong in which case I will happily stand corrected.
3. Gary, you also suggest that Robert's Rules might not be a good option as a guide due to its length. On the contrary, I find its inclusivity and helpful index and commentary very useful. Of course no one wants to read 700 pages of boring rules, but if you have a very specific governance question (such as the ones we, as a Board, faced this year), you simply go to the index et voila, good guidance. Unless someone can propose a better option, I will propose this amendment as is.
4. Next, I am glad that there are no critiques on my proposal to use best efforts to form and structure standing committees. I hope that these changes will enable the membership the opportunity to participate more fully in specific JLA objective and goals, and encourage better committee transparency and accountability.
5. Alan, your discussion on Conflicts of Interests is very timely. Thank you. The Board did spend some time on this subject, as well as the possibility of instituting a Code of Conduct last year. With some luck, we'll agree to some good language this year to ensure that we are covered especially from a liability perspective.
Well, if you are still reading this, I hope you'll consider joining our Governance Committee next year to continue this important bylaw review !
Thanks again for your time and comments.
Alex
Acting President, Director of Governance & Government Relations"
As well, Alex and I have posted replies below many times, and each time it appears for a while then disappears during the day.
Alex Kostiw has asked me to post the reply below to the thoughtful input provided to date.
Mike Jensen
------------------
"I was thrilled to see Alan and Gary's responses/comments to my proposals. I've also received some comments in my in box. Thank you lakers for your interest and contribution. Bylaw change, codes of conduct, committee structures can be relatively dry subjects and the majority of the existing Board had very little appetite for entertaining such changes, so glad to hear from any and all on these subjects.
I agree that a much fuller review and amendments of our existing Bylaws are necessary. As Director of Governance, my hope is to form a group in the next year to conduct such a review and prepare recommendations to the membership at the 2022 AGM.
The Ontario Not-for-Profit Corporations Act (ONCA) was actually passed in 2010 but did not come into force at the time. I know, ... strange but the government had its reasons ... some technical. However, as you mention Gary, the Ontario government recently announced that this Act will be proclaimed/come into force on October 19, 2021. Associations such as ours have 3 years to bring their Bylaws up to speed so that they are in compliance with this Act.
However, based on my observations over the past 2 years on the Board, I thought it was important to at least put in place some long overdue, necessary changes.
1. Term limits ..... glad you agree Gary. I hope to present this amendment to the membership as is.
2. Nominations from the Floor .....I struggle with this amendment. Actually, I came on the Board by way of a nomination from the floor and so not keen on eliminating it altogether. It strikes me as a very democratic and useful provision ..... at times. I'll explain below. I'm certainly not worried about a hostile takeover from the floor. Would be nice to have that level of interest in the JLA ! (LOL)
Per your comments Gary, I'm not sure that my proposed amendment would necessarily alter the dynamics of JLA elections. Currently, Bylaw 3.3 states in pertinent part, "given a functioning Board, new Directors shall be nominated by the Board and then elected to it by resolution of members in general conference ......". I propose no change to this section for now.
Further, Bylaw 3.7 provides, again in pertinent part, that members in general conference may nominate from the floor (by formal resolution) candidates for Director vacancies .... subject to a secret ballot vote, etc. My change would mean that if the Board does not or cannot nominate the necessary new Directors to fill the vacancies, nominations from the floor would be welcome. For instance, last year, via the Board's appointed Nominating Committee, the Board only put forward 2 candidates. Technically, more candidates could have been nominated from the floor, but they were not.
An important note: last year, the Board unanimously passed the creation of a Nominating Committee entrusting to it the job of recruiting, vetting and selecting a slate of new Directors. Entrusting a Nominating Committee with this function can be seen as a very positive idea for a number of reasons. It is progressive and in tune with the evolving nature of associations such as ours. As political, economic and environmental issues become more numerous and challenging, so does the job for lake associations and their Boards. One need only look at FOCA's website to realize the many new and complex issues facing lakers. Bylaw, building and zoning variances, 10 year plans for the harvesting of surrounding forests, boathouse regulations, at capacity lake designations, shoreline and wetland preservation regulations, effective internet access, appropriate waste disposal, keeping hydro rates under control, clean water needs, herbicide/pesticide use are just some of the issues that impact lakers today.
Because of the nature of the issues that fill our agendas, it is important to have directors with the appropriate skill sets, aptitudes and talent to deal with issues and government regulators effectively. For instance, it is a good idea to have at least some directors with environmental science, planning, intergovernmental/lobbying backgrounds to deal effectively with some of these issues. As such, it is important to fill vacancies with folks who meet the needs of the evolving times, and will also be able to work well together as a team. Typically a Nominating Committee does this job and presents its slate to the Board who in turn present these candidates to the membership for election. This is the model I am hoping for. While electing directors from the floor can be a great idea, it can also turn into a 'popularity' contest electing well known long time lakers but not necessarily those who will meet the needs of the Board at any particular time.
Gary, you state that my proposal will be 'offside" ONCA section 56 (5), but I'm not sure. You'll note that this ONCA provision states, in pertinent part, that a member entitled to vote at an annual meeting of members may make a "proposal" nominating directors which proposal may include nominations for the election of directors ... etc. The key here is the intentional use of the word 'may' indicating the legislative equivalent of a 'suggestion' or 'option' rather than an obligatory regulatory provision (ie) one 'must', 'shall' or 'will". Perhaps I am wrong in which case I will happily stand corrected.
3. Gary, you also suggest that Robert's Rules might not be a good option as a guide due to its length. On the contrary, I find its inclusivity and helpful index and commentary very useful. Of course no one wants to read 700 pages of boring rules, but if you have a very specific governance question (such as the ones we, as a Board, faced this year), you simply go to the index et voila, good guidance. Unless someone can propose a better option, I will propose this amendment as is.
4. Next, I am glad that there are no critiques on my proposal to use best efforts to form and structure standing committees. I hope that these changes will enable the membership the opportunity to participate more fully in specific JLA objective and goals, and encourage better committee transparency and accountability.
5. Alan, your discussion on Conflicts of Interests is very timely. Thank you. The Board did spend some time on this subject, as well as the possibility of instituting a Code of Conduct last year. With some luck, we'll agree to some good language this year to ensure that we are covered especially from a liability perspective.
Well, if you are still reading this, I hope you'll consider joining our Governance Committee next year to continue this important bylaw review !
Thanks again for your time and comments.
Alex
Acting President, Director of Governance & Government Relations"