Staff Report 2001-02 Structure and Membership of Standing Committees Note: Please see by-laws 17 and 36 included at the end of this report. Preamble By-law 17 states "The board of directors may appoint an Executive Committee for such purposes and with all such powers as the board of directors may determine from time to time. Executive Committee members must be members of the National Capital FreeNet." By-law 36 allows for the creation of other standing committees. Discussion The Executive Committee is usually made up of the President, the First and Second Vice Presidents, the Treasurer and the Executive Director. Other existing committees include the Finance, Planning, HR, and Complaints Resolution committees. The Francophone Committee has been disbanded. Given that the board has indicated a desire to function in a governance mode, it should consider a committee structure which which will be able to communicate a consistent message to the Executive Director. Also, this structure should allow for periodic review of the Executive Director's performance with regards to strategic, financial, and operational targets. The Executive Director should have a single point of contact with the board, and that point of contact should communicate back to the board the concerns of the Executive Director. Recommendation That the following motion be put forward: That the functions previously carried out by the Finance and Human Resources standing committees be merged with the duties of the Executive Committee, and that the Executive Committee shall have the power to add, from time to time individuals with relevant expertise. Subsequently, subject to the approval of the members currently holding positions President, 1st Vice President, 2nd Vice President, Treasurer, and Secretary, a motion should be put forward appointing those members to the Executive Committee. By-laws EXECUTIVE COMMITTEE 17. The board of directors may appoint an Executive Committee for such purposes and with all such powers as the board of directors may determine from time to time. Executive Committee members must be members of the National Capital FreeNet. The office of an Executive Committee member shall be automatically terminated: a. if an executive committee member has resigned their office by delivering a written resignation to the secretary of the corporation; b. if an executive committee member is found by a court to be of unsound mind; c. if an executive committee member becomes bankrupt or suspends payment or compounds with his creditors; d. if at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that an executive committee member be removed from office; e. on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy. Meetings of the Executive Committee may be held at any time and place to be determined by the executive committee members provided that 48 hours written notice of such meeting shall be given, other than by mail, to each executive committee member. Notice by mail shall be posted electronically at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the Executive Committee. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any executive committee member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each executive committee member is authorized to exercise one (1) vote. If all the executive committee members of the corporation consent thereto generally or in respect of a particular meeting, an executive committee member may participate in a meeting of the executive committee members by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and an executive committee member participating in such a meeting by such means is deemed to be present at the meeting. A resolution in writing, signed by all the executive committee members entitled to vote on that resolution at a meeting of executive committee members, is as valid as if it had been passed a meeting of the executive committee members. COMMITTEES 36. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix any remuneration to be paid.