Staff Report 2001-05 Appointment of a Nominating Committee Note: Please see by-laws 10 and 36 included at the end of this report. Preamble Board vacancies will need to be filled at the next AGM due to the resignation of two board members and the expiration of the terms of two other board members. By-law 10 provides for election of board members to fill vacancies at the AGM. By-law 36 allows for the creation of various standing committees. 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 indicated that it is standard practice to appoint nominating committees to recruit new board members. In 1999 the Panel on Accountability and Governance in the Voluntary Sector chaired by Ed Broadbent issued a report titled "Building on Strength: Improving Governance and Accountability in Canada's Voluntary Sector. A quote from that report follows: " In order to maintain the viability and health of the organization, the board must also develop a plan for its own succession and for recruiting new board members. Although often overlooked until just before the annual general meeting, successful recruitment is a year round activity. We recommend that voluntary organizations appoint nominating committees, independent of management, which are charged with responsibility for assessing the qualities of board members desired, developing selection criteria and proposing suitable candidates. In recruiting prospective board members, adequate information needs to be provided to them so that they understand what they are being asked to undertake and can make an informed decision about whether to join the board." Recommendation That the following motion be put forward: That the board appoint a nominating committee charged with responsibility for assessing the qualities of board members desired, developing selection criteria and proposing suitable candidates. The nominating committee shall be comprised of Chris Cope, Sandy Campbell and Gary Eikenberry. By-laws COMMITTEES 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. 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.