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HomeMy WebLinkAboutAuthority #07/18 - Board of Directors Administrative Bylaw.pdfBoard of Directors Administrative By-law Authority Meeting Presentation Presented by: Kathy Stranks Clerk and Senior Manager, Corporate Records September 28, 2018 Presentation Outline e� Torontoand Region W Conservation Authority A more comprehensive and consolidated document than the Rules of Conduct, including more detailed by-laws, and copies of policies, procedures and guidelines 1. 2. 3. 4. 5. 6. 7. Governing Body — Name Membership Member Accountability Advisory Boards and Other Committees Remuneration Indemnification Closed Sessions 8. Debate 9. Electronic Participation 10. Delegations 11. Code of Conduct 12. Conflict of Interest 13. Board of Directors Terms of Reference 14. Executive Committee Terms of Reference ®Tm.zna F.Wcan— a .nw Toronto and Region Conservation Authority I 2 9/28/2018 1 9/28/2018 TRCA's Governing Body - Name Current Name: • Authority Proposed Name: • Board of Directors Reason for the Change: • Confusion surrounding the word 'Authority', which refers to the organization 'Toronto and Region Conservation Authority', rather than its' governing body • Improved alignment with other conservation authorities (30 out of 36) and not-for-profit organizations Toronto and Region conservation Authority I 3 Board of Directors Membership • 28 Board Members: • Toronto -14 • Durham -3 • Peel - 5 • York -5 • Adjala-Tosorontio/Mono-1 • CAAct states Membership based on population figures in the Act or by agreement by the participating municipalities. • Membership developed by agreement with the municipalities in 1984 at 31, with further reduction in 1996 when the Province dropped out, resulting in 28. Agreement still in force. • 2014 York Region requested review of Membership due to changes in population. Authority resolved to review Membership upon completion of CA Act review. • Complete review to be completed by staff and report back. If based on population will see minimum Membership increase of 4 Board Members to 32. Toronto and Region Conservation Authority 14 9/28/2018 Board Member Accountability This section has been expanded to include the fiduciary duties of Board Members Reason for the Change: Confusion surrounding Board Member responsibilities. As noted in the report, it is vital to remember that while Board Members may have interests contrary to TRCA interests, when acting as Board Members you must adhere to your fiduciary duty to consider TRCA interests and issues at hand above other interests and issues Toronto and Region Conservation Authority 5 Advisory Boards and Other Committees • This section identifies the relationship between advisory boards and the Board of Directors Reason for the Change: Reporting relationship and approval requirements of Terms of Reference for advisory boards was not clearly laid out. The amended CA Act states that a conservation authority may create advisory boards reporting to the Board of Directors, so rules of procedure are now written into the By-law Toronto and Region Conservation Authority I 6 Remuneration of Board Members • This section recognizes that the ability to pay Board Members remuneration under the amended Act is unclear, but identifies that should remuneration be allowed, under what circumstances. Reason for the Change: • To be aligned with municipalities, recommending that advisory board members not be eligible for remuneration • Expanded on what expenses are eligible for reimbursement from the current allowances, subject to identified approvals, to ensure all socioeconomic sectors may participate Staff is seeking Ontario Auditor General guidance on ability to provide remuneration to Board Members, and staff will report back upon completion with recommendations for remuneration Toronto and Region conservation Authority Enforcement of By-law and Policies • This section provides a mechanism for enforcing the By- law, and the procedures to be undertaken to investigate any reported breach Reason for the Change: • The Rules of Conduct are silent on how to handle situations when a Board Member does not adhere to their duties • After an investigation, the incident may be reported to the appointing municipality with recommended action. Under that Act TRCA may not remove a Board Member but may make such recommendation to an appointing municipality Toronto and Region Conservation Authority I 8 9/28/2018 4 Indemnification of Board Members, Officers and Employees No changes, but reminder that coverage for losses stemming from a civil, criminal or administrative proceeding where a Board Member is named as a result of their role as a Board Member, if they have acted honestly, in good faith with a view to the best interests of TRCA and within the scope of such Member's duties and responsibilities, eg: • Allegation that a member violated their duties as a Board Member, for example their fiduciary duty • Allegations of conflict of interest resulting in exclusion from economic opportunity • 'Personal Injury and Advertising' type claims such as libel and slander or wrongful termination • Other administrative proceedings such as action at the Human Rights Tribunal Toronto and Region Conservation Authority 9 Closed "In Camera" Sessions • This section was expanded to cite the reason to be allowed to go in camera to be those of the Municipal Freedom of Information and Protection of Privacy Act Reason for the Change: • Consistent application of confidentiality across TRCA operations • Provides a clearer outline to staff and members of the public and is therefore less subjective than the more general categories currently used Toronto and Region Conservation Authority 110 9/28/2018 5 9/28/2018 Closed "In Camera" Sessions Meetings may be closed to the public if the subject matter being considered relates to a) ThesecudtyofthepropedyofTRCA; b) Personal matters about an identifiable individual, Including staff of TRCA; c) A proposed or pending acquisition or disposition of land by TRCA; d) Labourmlationsoremployeenegotiations; Rules of Conduot b) on-going property negotiations c) legal matters in which the Authority is Involved d) discussions which could adversely affect Die interests of a third party e) Litigation or potential litigation, including matters before administrative tribunals (e.g. Local Planning Appeal Tdbunal), affecting TRCA; I) Consideration of the issuance or refusal to issue permissions pursuant to section 28 (or 28.1) of the Act; g) Advice that is subject to solicitor -client privilege; h) A matter in respect of which the Board of Directors, Executive Committee, advisory board or other body may hold a closed meeting under another AM; I) Information explicitly supplied in confidence to TRCA by the Government of Canada, a province or limitary or a Crown agency of any of Nem; j) a trade secret or scientific,technical,commercial, financial or labour relations information, supplied in confidence to TRCA, which, if disclosed, could reasonably be expected to prejudice significantly me competitive positron or interfere significantly with me contractual or other negotiadons of a parson, group of persons, or organization; k) a trade secret or scientific, technical, commeroial or financial information mat belongs to TRCA and has monetary value or pots ial monetary value; or I) a position, plan, procedure, criteria or instruction to be applied to any negotiations carried on or to be carried on by or on behalf of TRCA. Toronto and Region Conservation Authority 111 Debate This section reduces the allotted speaking time for Board Members from five minutes to three minutes Reason for the Change: • To facilitate a more inclusive discussion which provides for greater cross jurisdictional input on matters, with less risk of losing quorum due to meeting length Rules of procedure are not as clearly defined as they may be at a municipality as TRCA has membership from 18 municipalities with differing procedures, so the less defined rules allows the Chair to conduct meetings in a manner they are more accustomed to, where the Board of Directors Administrative By-law is silent Toronto and Region Conservation Authority 112 9/28/2018 Electronic Participation • No changes, but reminder that: • No in camera sessions may occur via teleconference as we do not know who may be in the room or who may have been given the call information and is therefore unknowingly on the call • Meetings are now live webcast, and can also be viewed later, so actions and conversations are captured • Can be lived viewed by Board Members when participating by teleconference, and can view presentations and motions on screen, however there will be a time lag between teleconference and video Toronto and Region Conservation Authority 113 Delegations • This section recommends that delegations be limited to one meeting of the Board of Directors, Executive Committee or advisory board when the matter is to be considered, except by approval of the Chair to be heard at an additional meeting(s). • Continuing with practice that different representatives of a group are considered one deputation Reason for the Change: • Repetitive delegations occur with no material change • If there is material change in a report or information available from the delegation, additional appearance may be allowed • Requires staff to provide better information to delegates on process to ensure they depute at the best meeting ie. when the decision is being made Toronto and Region Conservation Authority 114 9/28/2018 Code of Conduct for Board Members • This section provides a specific Code of Conduct for Board Members Reason for the Change: • Conduct expectations were scattered throughout the Rules of Conduct • Currently expected to follow municipal codes of conduct, but have 18 municipalities so hard for the Chair and staff to administer • Enhances public confidence that Board Members operate from a base of integrity, justice and courtesy • Covers expectations at meetings, as well as anytime you are stating yourself to be a Board Member; defines that may only represent the position of the Board of Directors as a TRCA position, and not your own individual position • CA Act recommends to include in the By-law Toronto and Region conservation Authority 115 Conflict of Interest for Board Members This section is intended to assist Board Members in understanding their obligations. Board Members are required to review the Municipal Conflict of Interest Act (MCIA) on a regular basis Reason for the Change: • Assist Board Members in understanding your obligations The CAAct allows conservation authorities to make by-laws pertaining to conflicts of interest, but if a by-law conflicts with any provision of MCIA or regulation, the provision of MCIA or regulation will prevail. MCIA will prevail in the event of a conflict with other Acts. As such, the MCIA will mostly or completely govern in relation to conflicts of interest. TRCAs administrative by-law has been structured to avoid conflicts with the Act Toronto and Region Conservation Authority 1ib Board of Directors Terms of Reference • This section outlines the roles of the Board of Directors • Resolution included to repeal the Policy Review policy as approval requirements for policies are now included in the Board of Directors Terms of Reference Reason for the Change: • Previously not documented and relied on the CAAct, but this provides clarity to staff on when to report to the Board of Directors • To streamline, unless otherwise noted in the By-law or required for Board of Directors approval under the CAAct, the administrative/operational powers of TRCA, including but not limited to the approval of policies and procedures, are delegated to the Chief Executive Officer or designate Toronto and Region conservation Authority I1] Executive Committee Terms of Reference This section outlines the roles of the Executive Committee, including the amalgamation of the Committee with the Budget/AuditAdvisory Board Reason for the Change: • Timely reporting can occur as the Executive Committee meets approximately monthly • A more comprehensive discussion can be had due to larger number of Board Members present at the Executive Committee • There will be a concerted focus on the budget and other critical financial matters at select Executive Committee meetings Toronto and Region Conservation Authority 118 9/28/2018 Fi Questions? Kathy Stranks Clerk and Senior Manager, Corporate Records 416-661-6600 ext. 5264 kstra n ks(a)trca.on. ca e� TorontomdRegion W Conservation September 28, 2018 Authority 9/28/2018 10