Here is the Resolution as originally submitted in December 2009, with our explanatory note which was withheld, by the BCMA Board, in what was sent to members.
Resolution 1
re: Directors (Term constraints)
Board members who will have served as directors for six or more years in the ten years that will conclude directly following an election shall be ineligible to serve further as directors, except as chair or as officers, until next falling below this limit.
Explanatory note:
Directors are most needed for
- their vision,
- their posing of searchingly intelligent questions to each other and to management, and
- their deliberation on, and resolution of, key issues.
Effective direction requires thought unencumbered by entrenched organizational experience. Historical awareness essential to a Board is achievable by consulting past directors and relevant records suitably managed by BCMA staff. It does not require that any directors – let alone multiple directors as is currently the case – serve continuously, and without limit. This amendment will assure a steady supply of diverse views and fresh ideas. It will enable past directors to return to the Board after healthy time away.
Comment
Members need to be aware that in 2007, the Board rejected, and removed from the governance package (and from members’ consideration) the term limits, which had been included by the 2007 Board appointed Ad Hoc Committee on Governance and Restructuring. This committee contained two non-conflicted Past Presidents whose recommendations were nonetheless overruled by the incumbent Board.
Under our current proposal,
- all directors, except as Officers, Board Chair and CMA reps, would be required to rotate off the Board after six years of service
- after a four year hiatus, they could return as full directors
- all would remain, in the meantime, eligible to stand for and serve in an Officer position; and
- vacant positions in any hard-to-fill districts could still be occupied by timed-out directors serving in a vice-delegate capacity until replaced by a full delegate
An impact analysis table clearly shows that the proposed amendment will allow 7 longest-serving directors to carry in excess of 70 years of directorship into 2014, some through 2019, and a further 14 directors with another eight decades of Board years among them into 2015 and beyond. Not only that, but directors can return after 4 years away and, if needed in the meantime, could fill in as Vice Delegates.
Opposition, to such reforms as we hope to bring, is in our view unfortunate. We will prefer to focus forward on what can be done better, rather than our having to argue which one or multiple things the Board may have failed to do or may have done in any less than satisfactory way.
We hope it is sufficient to know that we were mindful of all foreseeable downsides of term limits in developing our proposal. We will be more than pleased to entertain any questions and any needed clarification.
Jim Busser, proposer
Charles Webb, seconder
PS – The Board’s position, and its having been prepended to members’ ballots, is highly problematic. Should you desire a link to our analysis of the Board’s position, email us at info@bcddf.ca.