Former Canadian national team captain Jason de Vos explains that the CSA's weekend AGM could bring about important change. (Getty Images)
The Canadian Soccer Association is holding its annual general meeting this weekend in Montreal. There are some important topics on the agenda for the AGM, not least of which are the elections for three of the seven Executive Committee members.
The position of Vice-President is up for grabs, as are two Directors-at-Large positions. It is difficult to say how those elections will play out, but it's fair to say that there will be plenty of political jostling in the days leading up to the vote on Saturday.
One of the things that jumped out of the AGM documentation is the governance policies, and in particular those relating to composition, eligibility, and role and responsibilities of the Nominations Committee.
I wrote last year that the Nominations Committee is one of the most crucial aspects of CSA governance reform. The purpose of this Committee is to "...actively recruit and recommend to the Board candidates for the appointed positions on the Board, so that the composition requirements set out in these by-laws and in the CSA's Governance Policies are met."
The information outlining the role of the Nominations Committee is as important as the Committee itself, so here it is:
a. Composition and Eligibility:
- The Nominations Committee shall consist of five (5) members, including a Chair. Two (2) of the Committee members shall be Directors and three (3) shall be independents. (An independent is defined here as a person who at the time of his/her appointment is not an officer, director or employee of the CSA or of a Provincial/Territorial Association Member.
- The President shall not be a member of the Nominations Committee.
- No more than one member of the Nominations Committee shall be from any one Province or Territory.
- Each year the longest serving independent Committee member shall be replaced.
- The term of a member of the Nominations Committee who is a director shall be a maximum of two (2) years, and the term of an independent member of the Nominations Committee shall be a maximum of three (3) years.
- The terms of the Committee members shall come to an end at the close of the Annual General Meeting completing their term.
- No member of the Nominations Committee may let his or her name stand for election or appointment to the Board, nor at the election immediately after his/her completion of a Committee term.
b. Role of the Committee:
- Actively recruits and recommends to the Board candidates for the appointed and elected positions on the Board and future vacancies on the Nominations Committee.
- Develops and implements effective plans and processes for the recruitment and nomination of candidates for the Board.
c. Responsibilities of the Committee:
- Ensures that its Board recruitment activities are driven by the Board's strategic priorities.
- Recommends to the Board strategies and processes for the recruitment and nomination of Directors.
- Conducts an assessment of the knowledge, skills and competencies of the current Board to identify any gaps in Board composition.
- Ensures Board composition requirements set out in the bylaws are met, together with those that are necessary to create a diverse and effective board, as follows:
* Minimum of 3 qualified individuals of each gender
* Regional diversity
* One current or former athlete
* One individual currently involved in professional soccer in an administrative capacity
* Skill-sets, experience and capabilities, including, but not limited to: Legal expertise; Accounting or comparable expertise; Community fundraising expertise; Governance expertise
- Prepares for the Board an announcement requesting names for nomination to the Board and, upon Board approval, circulates the announcement.
- Receives the names of nominated candidates.
- Prepares the list of nominees for election and forwards it to the Membership in preparation for the Annual General Meeting.
- Forwards to the Board a list of candidates nominated for the appointed Board positions that reflects the mix of knowledge, skills and competencies necessary to provide effective governance for the Association within the prescribed timelines.
- Includes with the list of nominated candidates a list of those individuals who were rejected by the Committee, together with a rationale for both nominated and rejected candidates.
- Recruits candidates for the positions on the subsequent Nominations Committee that are allocated to independents.
- Meetings to be held as required and, if necessary, by conference call; decisions may be made as a result of an e-mail vote.
- Quorum to be a 2/3 majority of the voting members of the Committee.
- Decisions to be made by majority (50% +1) vote of the eligible voting members with the chair having a deciding vote only in the event of a tie.
- In the chair's absence or inability to act, one of the other Committee members to serve as chair.
e. The Board and Nominations Committee:
- The Board shall hold an in-camera session to review the Nominations Committee's list of nominated and rejected candidates, together with the Committee's rationale, and shall ratify the Committee's nominations.
- The Board may reject any candidate nominated by the Nominations Committee only for good cause as specified below and only as a result of a 75% vote of the Board.
* The circumstances in which the Board may reject any nominated candidate are:
- The candidate is in a conflict of interest
- The candidate is found to have a criminal record
- The candidate is currently bankrupt
- The candidate has a legal impediment that prevents the candidate from serving
- The diversity requirements for the composition of the Board are not met
- The Board shall select the members of the Nominations Committee who are directors by consensus. Each year the longest serving director on the Committee shall be replaced.
- The Board may remove a member of the Nominations Committee for good cause as a result of a 75% vote. Such cause shall include:
* Conflict of interest
* Failure to perform duties and responsibilities
* Exceeding the limits of the member's authority
* Discovery of a criminal record
* Failure to respect and comply with the spirit and intentd of the By-Laws, rules and regulations, and policies of the CSA.
How do these provisions pertaining to the composition, role and responsibilities of the Nominations Committee relate to the larger plans to achieve governance change?
The answer is that they constitute a small, but central, part of the Governance Policies that will be written in the months ahead by the Constitution Committee and then considered and voted upon by the Board of Directors. A basic principle of governance is that the bylaws are "owned" by the membership while the governance policies are "owned" by the Board of Directors.
What the Constitution Committee is putting forward regarding the Nominations Committee seems pretty clear and concise to me. I'm not a governance expert by any stretch of the imagination, but I've learned to ask plenty of questions of people who are.
If the members of the Constitution Committee, who have demonstrated remarkable objectivity and care in putting forward best practice proposals for governance change, believe that the governance policies that they are putting forward will serve the greater good of the Association and of soccer in our country, then, one hopes that the CSA's Board of Directors will give these policies their full support.
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