Annex A

Repeal and replace article 18 with:

18. Composition

The Board of Directors of the Association consists of 18 people who, collectively, must reflect the diversity of the legal profession:

  1. the President;
  2. the Vice President, who is elected from amongst the Board members;
  3. one Board member appointed by each Branch Executive;
  4. one Board member appointed by the Executive Committee of the Canadian Corporate Counsel Association;
  5. one Board member appointed by the Board who is Indigenous;
  6. one Board member appointed by the Board to address gaps in lived experience as members of equity-deserving groups, as defined in the definition of diversity in article 1;
  7. the Chief Executive Officer, as a non-voting member.

Explanatory Note: Reverts Board composition from a skills-based Board with a matrix of geography, diversity, skills and other demographic characteristics, back to a representative Board, with each Branch and the CCCA choosing a representative on the CBA Board. The Board appoints two Board members to assure diversity.

Repeal s. 19(2)

Explanatory Note: Restores eligibility of Branch Executive members to sit on the Board.

Repeal and replace article 20(3) with:

(3)    A Board member is eligible to serve up to two additional one-year terms.

(3.1) No Board member is eligible to serve on the Board for more than four consecutive years unless they are elected as Vice President.

Explanatory Note: Permits longer term of office.

Repeal and replace article 28(2) with:

  1. A Board member ceases to hold office on being disbarred or suspended, or on ceasing to be a member of the Association.
  2. A Board member appointed under article 18(3) ceases to hold office on relocating from the jurisdiction for which they were appointed to the Board unless authorized to continue by the Branch Executive in the jurisdiction for which they were appointed.

Explanatory Note: Permits Branch to authorize their Board member who moves from the jurisdiction to continue to sit on the Board.

Repeal and replace article 29 with:

29. Vacancies on the Board

  1. Where a Board member’s position becomes vacant after their appointment, whether by death, resignation, withdrawal, removal or disqualification, the entity that appointed them will appoint another Board member to fill the vacancy;
  2. If the appointment to fill the vacancy occurs on or before six months after the first day of the fiscal year, the period from the appointment to the end of the term counts as one year in determining the term of office under article 20.

Explanatory Note: Reflects change to Board appointments rather than elections.

Repeal and replace article 31 with:

31. Electors

The Board of Directors, the Branch Presidents and the National Section Chairs elect the Vice President for the following year. Where a person holds more than one of these offices, they are entitled to only one vote.

Explanatory Note: Reflects change to Board appointments rather than elections.

Repeal and replace article 33 with:

33. Branch and CCCA Appointments to the Board of Directors

  1. A Branch Executive and the CCCA Executive Committee must give notice to the Chief Executive Officer on or before March 31 of their appointment for a vacant position on the Board of Directors.
  2. Where March 31 falls on a Saturday, Sunday or statutory holiday, the deadline for giving notice is the first following business day.

Explanatory Note: Reflects change to Board appointments rather than elections.

33.1 Board Appointments to the Board of Directors

The Board members in articles 18(5) and 18(6) are appointed as follows:

  1. The Governance and Equality Committee will recruit at least three candidates for the position in article 18(5) who are Indigenous and who meet the qualifications in article 19;
  2. The Governance and Equality Committee will identify the gaps in representation on the Board and will recruit at least three candidates whose lived experience as members of equity-deserving groups, as defined in the definition of diversity in article 1, can help address those gaps, and who meet the qualifications in article 19, for the position in article 18(6);
  3. The Governance and Equality Committee may also consider official language, stage of practice, practice type, and Section perspective and experience;
  4. The Governance and Equality Committee may confer with any person about each candidate;
  5. The Governance and Equality Committee will review the candidates, confirm each candidate’s eligibility and consent to be considered for appointment, and make a recommendation to the Board for a single candidate for each vacant position;
  6. The Governance and Equality Committee’s report to the Board will include information about all eligible candidates, describing how the candidates meet the qualifications in article 19, the requirements in article 18(5) and 18(6) and any considerations under paragraph (3);
  7. The Board of Directors, on the advice of the Governance and Equality Committee, will appoint one candidate to each vacant position.

Explanatory Note: Establishes process for Board appointments to the Board

Repeal and replace article 35 with:

35. Election of Vice President

  1. The Chief Executive Officer conducts the election for Vice President.
  2. Before sending the ballots, the Chief Executive Officer will publish information about the candidates, for access by the electors and all members of the Association.
  3. The Chief Executive Officer will send a ballot to the electors. Ballots may be sent by regular mail or by electronic or other communications means. The last date for return of the ballots shall be not less than 45 days following the date they are sent to the electors by regular mail, or not less than 30 days following the date they are sent by electronic or other communications means.
  4. The candidate receiving the most votes is elected.
  5. In the case of a tie, the Chief Electoral Officer will cast the deciding vote.

Explanatory Note: Reflects change to Board appointments rather than elections. Election of Vice President remains.

Repeal article 36(1) and (2)

Explanatory Note: Reflects change to Board appointments rather than elections.

Download Annex A