Staff Report 2001-04 

Size of the Board

Note: Please see by-laws 7 and 10  included at the end of this report.

Preamble

There have been 2 resignations from the board.  Discussion at the October board 
meeting centred around whether or not to replace the resigning members and the
optimal size of the board.  I was asked to make a recommendation on the matter.

Discussion

The current members of the board and their terms are as follows:

			ID		Elected		Expires
Graeme Beckett 		(aw958)		2000		2003
Sandy Campbell 		(dt820)		2001		2004
Chris Cope		(bz787)		2001		2004
Gary Eikenberry		(aa353)		2001		2004
Mark Mielke		(al278)		2000		2003
John Peterson		(af186)		2001		2004
John Wenuk		(ep585)		2001		2003

The following members terms expire in February 2002

David Millman		(aa342)		2000		2002
Cathy Wenuk		(ep584)		2001		2002

The following members have resigned their positions on the board

Miranda Gray		(ak717)		2001		2002
Seline Herz-Fischler	(as370)		2000		2003

I have conducted research and interviews to determine best practices in the area of 
not-for-profit boards.  The people I have interviewed, particularly the Executive
Directors of two not-for-profit organizations suggested that the optimal size for a
board is around 11 or 12 members.  This allows the organization to: draw on the 
varied experience of the board members; establish a network of skilled citizens that 
the NCF can call on to perform various duties as required; provide board members with 
incentive to serve by virtue of being able to establish a larger personal network; 
and ensure greater variety of opinions on management issues are presented at the board 
level.  It has been suggested that a smaller board may be more "manageable" but 
interviewees have suggested that a board of 11 to 12 members is very manageable.

Vacancies may be filled if so desired by the board by appointment.  Should achieving 
a quorum become an issue the board has a duty to fill the vacancy(ies) by appointment.

According to bylaw 10 the board may decide to fill the vacancy by appointing a new 
director. There are only 3 meetings after the November meeting. New board members 
would have to become acquainted with a number of initiatives and the regular activities 
of the organization in a relatively short time. In order to effectively fill the seats 
left vacant by the two resignations the board would have to determine the skills 
required in the new board member, accept nominations, interview the prospective 
candidate and decide whether or not to appoint the candidate to the position.
 

Recommendations:

1) That the board size continue to be as it is currently, that being 11 members.
2) That the board continue with the current number of active members being
fully aware that should achieving a quorum (5 members) become impossible 
then it has the duty to fill the vacancy prior to the next AGM by appointment.  

By-laws

BOARD OF DIRECTORS

7.    The property and business of the corporation shall be managed by
      a board of a minimum of eight (8) directors to a maximum of
      fifteen (15) directors of whom a five (5) shall constitute a
      quorum.  Directors must be individuals, 18 years of age or older, with
      power under law to contract. Directors must be members. Full-
      or part-time staff of the Corporation may not serve as Directors

10.   Any vacancy on the board may be filled by appointment by a majority
      vote of the board of directors until the next Annual General Meeting.
      At that time, the members shall elect a director to fill the remaining
      years of the term. The candidate with the most votes shall receive the
      longest term until all positions are filled.