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May
10, 2007
At
the meeting of the Board of Directors on May 10, 2007 the
following decisions and reports were made:
Approval
of agenda/declaration of conflicts
No conflicts were declared. It was asked if all Chairs of
all committees would be appointed by the Board. The Past Chair,
D. Young noted that only standing committees needed to be
appointed by the Board and all other committee Chairs would
be appointed by the President and Chair of OSPE.
Election of Officers
The Board moved in camera for the election of officers. The
CEO, Angela Shama acted as scrutineer for the election process.
The following individuals will serve as officers
on the Board for the 2007-2008 term:
Michael Monette, P.Eng., Chair
Steven Rose, P.Eng., Vice Chair
Valerie Davidson, P.Eng., Treasurer
Annette Bergeron, P.Eng. Secretary
Daniel Young, P.Eng. becomes Past Chair, ex-officio
non-voting member.
Resolution to Destroy Ballots
As a matter of procedure, Broadridge Investor Communication
Solutions, Canada, the agency that oversaw the ballot process
for the Society’s 2007 election, requires direction
from the Board in order to be able to destroy the ballots
from that election.
The Board approved instructing Broadridge
Investor Communication Solutions, Canada to destroy the ballots
for the Society’s 2007 election.
Audit and Investments Committee
The Society’s bylaws state that there, “shall
be an Audit and Investments Committee, consisting of the Treasurer
of the Society, who shall be the chair of this Committee,
and two (2) other directors appointed by the Board. This Committee
shall review the results of the external audit of the Society’s
finances and monitor the Society’s internal financial
control procedures, reserves and investments. The further
duties of the Audit and Investments Committee shall be established
from time to time by the Board.
The Terms of Reference for this committee
were established by the Board and include establishing investment
policies for Society funds and providing direction to the
Society’s investment counsel.
John Schindler and Alourdes Sully were appointed
and are now members of the Audit and Investments Committee
and Valerie Davidson, as the Society’s Treasurer, shall
be the Chair of this committee.
Human Resources Committee
The Society’s bylaws state that there “shall be
a Human Resources Committee, consisting of the Chairperson,
who shall be the chair of this Committee, and two (2) other
directors appointed by the Board. This Committee shall monitor
the compensation structure, including benefits, for employees
of the Society and the compensation of the Chief Executive
Officer. The further duties of the Human Resources Committee
shall be established from time to time by the Board.”
William Goodings and John Schindler were appointed
and are now members of the Human Resources Committee and Michael
Monette, as the Society’s Chair, shall be the Chair
of this Committee.
Executive Committee
Bylaw No. 2 item 6.9.1 (a) describes the Executive Committee
as follows:
In accordance with the provisions of the Corporations
Act, there shall be an Executive Committee comprised of five
(5) voting directors, being the officers of the Society who
are also voting directors on the Board and such other voting
directors of the Society as determined by the Board. If the
Past Chair is an ex officio non-voting director of the Board,
he or she shall also be an ex officio non-voting member of
the Executive Committee. In addition, the Chief Executive
Officer shall be an ex officio non-voting member of the Executive
Committee. The Chair of the Society shall be the chair of
the Executive Committee. The Board may delegate to the Executive
Committee any of the powers of the Board, subject to the restrictions,
if any, contained in the Bylaws or imposed from time to time
by the Board.
It was noted that the officers of the Society
are Michael Monette, Steven Rose, Valerie Davidson and Annette
Bergeron and they will therefore sit on the Executive Committee.
Danny Young and Angela Shama will also sit on the Executive
Committee as an ex-officio non-voting members.
The Board will name a fifth voting member
of the committee at the June 21, 2007 meeting of the Board.
Nominations Committee
The Society’s bylaws state that there shall be a Nominations
Committee, consisting of a director who is not up for re-election,
who shall be the chair of this Committee, and four (4) Professional
members appointed by the chair of this Committee, subject
to approval by the Board. No member of this Committee may
be nominated for election as a director. This Committee shall
be responsible for preparing a slate of candidates for election
to the Board in any given term according to the principle
that those candidates selected must effectively represent
the broad interests and regions of the Society. It shall be
the express mandate of the Nominations Committee to ensure
that a full slate of candidates are nominated to fill the
exact number of available positions on the Board. The further
duties of the Nominations Committee shall be established from
time to time by the Board.
David Steeves was appointed and is now the
Chair of the Nominations Committee.
Finance Committee
At the Executive Committee meeting of May 15, 2003, it was
recommended that the Board consider creating a Finance Committee
as a sub-committee of the Audit and Investments Committee.
The Finance Committee shall consist of the
Treasurer (Chairperson of the Audit and Investments Committee),
and two (2) other directors appointed by the Board. The purpose
of the Finance Committee is primarily to monitor the financial
status of the Society on a regular basis. The Finance Committee
is accountable to and reports directly to the Society’s
Board.
Steven Rose volunteered and is now a member
of the Finance Committee and Valerie Davidson, as the Society’s
Treasurer, shall be the Chair of this Committee. The second
position will be appointed at the June 21, 2007 meeting of
the Board.
Joint Relations Committee
The Joint Relations committee was created in April 2004 to
build relationships between the leaders of the Ontario Society
of Professional Engineers (OSPE) and Professional Engineers
Ontario (PEO), to facilitate the exchange of information between
the two organizations, to identify issues and facilitate cooperation
between the two organizations in areas of mutual interest/concern
and to provide a forum for the discussion and informal resolution
of potential areas of conflict between the two organizations.
The Committee will consist of the President
and Chair plus two other Directors of OSPE, the Chief Executive
Officer of OSPE, the President and two other Councillors of
PEO and the Chief Executive Officer of PEO.
D. Young noted that traditionally the Chair,
Past Chair and Vice Chair would sit on this committee. It
was therefore agreed that Michael Monette, Danny Young and
Steven Rose are now members of the Joint Relations Committee.
Directors’ Questions
John Clayton raised the issue of employment, where to go to
find individuals for specific fields of engineering. It was
noted that employers could go the OSPE Career Centre and also
post ads on the career website. They could also post ads in
Engineering Dimensions where there has been a lot of success
in this area.
John Clayton asked about having an OSPE ombudsman
to provide direction for those who have legal problems. It
was noted that OSPE has a legal consultant, Kathy Sutherland
as an affinity partner. John Clayton noted that he will convey
this information to the members who have made this inquiry.
William Goodings asked if OSPE was counseling
Associate members when they join to note that OSPE membership
is not a license to practice engineering. It was noted that
this should be addressed in a letter to new members and that
it should be noted on all membership forms, “OSPE is
not a license” disclaimer. PAN members should be expressing
that OSPE will help Associate members become licensed. It
was also asked that this item be noted to PEO through administrative
and joint relation discussions.
David Steeves noted that due to the many questions
asked about PAN at the AGM, OSPE should have a consistent
message for their PAN members. It was also noted that there
was concern expressed about what PEO government liaison members
were messaging. This item should be discussed with PEO through
administrative and joint relation discussions.
John Schindler asked about whether OSPE offers
courses on electrical safety and the building code. John Clayton
expressed concern about the lack of professional development
offerings OSPE has in materials engineering. The CEO noted
that she will work with the Manager of Professional Development
to review what OSPE offers and whether the offerings are economical,
in demand and if there are instructors available.
Steven Rose took the opportunity to welcome
the new members of the Board and Annette Bergeron thanked
Danny Young for running a good Annual General Meeting.
William Goodings asked if the new Board members
will receive information on all task forces. It was noted
that this will be part of the orientation.
William Goodings asked if Board members could
receive bulletin updates from the staff. It was noted that
staff has been and will continue to provide updates to the
Board regarding OSPE happenings before each Board meeting.
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