Message from the president

April 2010

OACETT reviewing by-laws to improve governance

The governance of OACETT is not unlike an iceberg; much of it is invisible to the eye, lying beneath the surface. How a volunteer-driven association governs itself is critical, not only in terms of adhering to legal requirements but also of ensuring that an appropriate balance is maintained between the members, who should always have a say on key issues, and the governing Council, which has the legal obligation to manage OACETT’s affairs in the best interests of the Association and in the furthering of its objectives.

Best practice suggests that not-for-profit organizations such as OACETT should review their governance documents and structures every few years. This kind of comprehensive review ensures that those documents and structures remain consistent with applicable law; that they reflect the organization’s actual practices as well as industry best practice; and, perhaps most importantly, that they continue to effectively serve the organization’s needs as those needs evolve over time.

In the past year, Council initiated a review of OACETT’s governance documents and structures, with a focus on our By-law 18. Martine Band, our Public Representative on Council and a lawyer by vocation, graciously agreed to work with a task group of Council members and staff, along with OACETT’s external legal advisors, to develop recommendations for improving how we govern ourselves. The recommendations will be considered by Council as a whole, and the membership will be called to vote on a number of proposed changes to the By-law at the Annual General Meeting (AGM) in June.

The governance review covers both policy and housekeeping matters. A good example of a policy issue that is under consideration is the establishment of term limits for elected Council members among possible others. This not only encourages good succession planning, but also creates an opportunity for new people to bring fresh ideas to the table and to participate in steering the Association through the challenges of the day.

By-law 18 has grown over time, and as a result covers a variety of matters that, while important, are not core governance issues. We will therefore be considering moving certain elements out of the Bylaw and into policy documents that, on a going-forward basis, can be updated by Council when the need arises. Changes of this kind are designed in large part to allow your elected representatives to fulfil their mandates and responsibilities more efficiently.

In terms of housekeeping, we are striving to make our governance documents more user-friendly by modernizing some of the language, by doing some reorganization and by filling gaps and reducing some duplication. Through all of this, we are of course remaining faithful to the OACETT Act, which sets out our objectives and addresses some essential governance issues. We are also keeping pace with changes in corporate law and corporate governance conventions.

We will be working hard to ensure that the recommendations that flow out of the governance review are communicated to the members in a clear and effective way.

The Council-approved recommendations will be circulated in advance of the AGM, and I encourage each of you to give them careful consideration.

Your feedback is always welcome at president@oacett.org.

President, David Saunders, B.E.S., C.E.T.