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CICan GPOP AGM Agenda – May 31, 2018 1 | Page 5 th Annual General Meeting Meeting Date: May 31, 2018 Meeting Time: 10:00am Pacific / 11:00am Mountain / 12:00pm Central / 1:00pm Eastern / 2:00pm Atlantic Location: To be held virtually via Skype for Business A G E N D A ITEM Tab # 1.0 CALL TO ORDER AND CHAIR’S REMARKS J. Forestell 2.0 APPROVAL OF AGENDA Recommended Motion THAT the membership approve the agenda for the 5 th Annual General Meeting of May 31, 2018 as presented Tab 1 3.0 MINUTES OF THE ANNUAL GENERAL MEETING OF April 30, 2017 (attached) Recommended Motion THAT the membership approve the minutes of the 4 th Annual General Meeting of April 30, 2017 as presented Tab 2 4.0 OFFICER AND COMMITTEE REPORTS 4.1 Chair (attached) – J. Forestell Recommended Motion THAT the membership receive the Chair’s report as information Tab 3 4.2 Financial Statement (attached) Recommended Motion THAT the membership receive the Financial Report as information Tab 4 4.3 Membership and Communications Committee (attached) – L. Dailey Recommended Motion THAT the membership receive the Membership & Communications Committee Report as information Tab 5 4.4 Conference and PD Committee (attached) – M. Beaulieu & J. Campbell Recommended Motion THAT the membership receive the Conference & PD Committee Report as information Tab 6 4.5 Awards and Recognition Committee (attached) – S. White Recommended Motion THAT the membership receive the Awards & Nominations Committee Report as information Tab 7

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Page 1: A G E N D A€¦ · 4.4 Conference and PD Committee – (attached) – M. Beaulieu & J. Campbell . Recommended Motion . ... Angie Axford Peggy Baldwin Sue Bate Marlene Beaulieu Nicole

CICan GPOP AGM Agenda – May 31, 2018 1 | P a g e

5th Annual General Meeting

Meeting Date: May 31, 2018 Meeting Time: 10:00am Pacific / 11:00am Mountain / 12:00pm Central / 1:00pm Eastern /

2:00pm Atlantic Location: To be held virtually via Skype for Business

A G E N D A ITEM Tab #

1.0 CALL TO ORDER AND CHAIR’S REMARKS – J. Forestell 2.0 APPROVAL OF AGENDA

Recommended Motion THAT the membership approve the agenda for the 5th Annual General Meeting of May 31, 2018 as presented

Tab 1

3.0 MINUTES OF THE ANNUAL GENERAL MEETING OF April 30, 2017 – (attached) Recommended Motion

THAT the membership approve the minutes of the 4th Annual General Meeting of April 30, 2017 as presented

Tab 2

4.0 OFFICER AND COMMITTEE REPORTS 4.1 Chair – (attached) – J. Forestell

Recommended Motion THAT the membership receive the Chair’s report as information

Tab 3

4.2 Financial Statement – (attached) Recommended Motion

THAT the membership receive the Financial Report as information

Tab 4

4.3 Membership and Communications Committee – (attached) – L. Dailey Recommended Motion

THAT the membership receive the Membership & Communications Committee Report as information

Tab 5

4.4 Conference and PD Committee – (attached) – M. Beaulieu & J. Campbell Recommended Motion

THAT the membership receive the Conference & PD Committee Report as information

Tab 6

4.5 Awards and Recognition Committee – (attached) – S. White Recommended Motion

THAT the membership receive the Awards & Nominations Committee Report as information

Tab 7

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CICan GPOP AGM Agenda – May 31, 2018 2 | P a g e

4.6 Nominating Committee – (attached) – J. Forestell Recommended Motion

THAT the membership receive the Nominating Committee Report as information

Tab 8

4.7 Strategic Planning & Partnerships Committee – (attached) – C. McMurray Recommended Motion

THAT the membership receive the Strategic Planning & Partnerships Committee Report as information

Tab 9

5.0 NEW BUSINESS – J. Forestell 5.1 GPOP 2018-2019 Board and Committee Structure

Recommended Motion THAT the membership approve the GPOP 2018-2019 Board and Committee Structure as presented

Tab 10

5.2 By-Laws Recommended Motion

THAT the membership approve the amended By-Laws as presented

Tab 11

5.3 Membership Fee Recommended Motion

THAT the membership approve that a substantive discussion take place at the 2019 GPOP annual meeting to consider all implications of potentially implementing an annual membership fee at some time in the future

6.0 CLOSING REMARKS – N. Blanchette 7.0 ADJOURNMENT – N. Blanchette

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CICan:GPOP Minutes AGM – April 30, 2017 DRAFT 1 | P a g e

Colleges and Institutes Canada Governance and Presidents’ Office Professionals

Minutes of the Annual General Meeting of the Board of Directors

April 30, 2017

Members present: Angie Axford Peggy Baldwin Sue Bate Marlene Beaulieu Nicole Blanchette (Recorder) Jane Bradford Joanna Campbell Maureen Clarke Lucie Cousineau Shelagh Donnelly Jenny Forestell (Board Chair) Pierrette Fortier Adrienne Galway Janet Haberfield Jennifer Hann Desiree Judd Holly Larden Lorraine Maitland Heather Martin Tracy McDougall Lisa McIntyre Cheryl McMurray Hannah Ordway Christabell Pinchin Melissa Pringle Dawn Simlett Erin Symington Victoria Tiqui-Sanford Kailen Watson Gail White Susan Woods

M I N U T E S 1.0 CALL TO ORDER AND CHAIR’S REMARKS

There being a quorum, the Board Chair called the meeting to order at 11:18 a.m.

2.0 APPROVAL OF AGENDA The Chair presented the agenda for review and approval.

It was moved, seconded and resolved: THAT the membership approve the agenda for the 4th Annual General Meeting of April 30, 2017 as presented. All in favour. CARRIED

3.0 MINUTES OF THE ANNUAL GENERAL MEETING OF MAY 29, 2016 The Chair presented the Minutes of the May 29, 2016 AGM for review and approval. It was noted that there was no business arising from the Minutes.

It was moved, seconded and resolved: THAT the membership approve the minutes of the 3rd Annual General Meeting of May 29, 2016 as presented. All in favour. CARRIED

4.0 OFFICER AND COMMITTEE REPORTS

4.1 Chair’s Report The Chair reviewed her report contained in the agenda package. She commended 2016-2017 Committee Chairs Laureen Dailey (Membership and Communications); Marlene Beaulieu and Cheryl McMurray (Conference and Professional Development); Sandi White (Awards and Recognition); and Secretary Treasurer Heather Steckly for their leadership and commitment to GPOP’s advancement. Noting that attendance at annual conferences needn’t be a prerequisite to Committee service, she thanked all Committee members for their contributions to the 2017 Conference and AGM, and to GPOP’s success.

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CICan:GPOP Minutes AGM – April 30, 2017 DRAFT 2 | P a g e

It was moved, seconded and resolved: THAT the membership receive the Chair’s Report as information. All in favour. CARRIED

4.2 Secretary Treasurer’s Report Members reviewed the Statement of Revenue and Expense contained in the agenda package.

It was moved, seconded and resolved: THAT the membership receive the Secretary Treasurer’s report as information. All in favour. CARRIED

4.3 Membership and Communications Committee Report Members discussed the report contained in the agenda package.

On behalf of the Membership and Communications Committee Chair, Joanna Campbell reported on the recent membership drive, whereby a letter was emailed to all Presidents of CICan member institutions. Joanna thanked CICan for providing translation services, which had enabled the letter to be sent in both official languages. Joanna reported that as at April 30, 2017 the current GPOP membership count stands at 93 members, representing 52 CICan member institutions. The Chair reported that Denise Amyot, CICan President & CEO, confirmed that she will continue to advocate for GPOP when meeting with member institutions. The Chair thanked CICan for their continued support.

It was moved, seconded and resolved: THAT the membership receive the Membership and Communications Committee report as information. All in favour. CARRIED

4.4 Conference and Professional Development Committee Report Members discussed the report contained in the agenda package.

The Chair commended Committee members Marlene Beaulieu; Cheryl McMurray; and Nicole Blanchette, for their hard work and commitment in organizing the GPOP events, noting that 33 had registered for 2017 – the highest number of registrations so far.

It was moved, seconded and resolved: THAT the membership receive the Conference and Professional Development Committee report as information. All in favour. CARRIED

4.5 Awards and Recognition Committee Report In the absence of the Awards and Recognition Committee Chair, Christabell Pinchin reported that Cheryl McMurray, Fanshawe College was the recipient of the 2017 Award for Professional Achievement; Shelagh Donnelly, Douglas College was the recipient of the 2017 Award for Distinguished Service; and Peggy Baldwin, Keyano College was the recipient of the 2017 AGM and Conference Grant. The Chair noted that the awards would be presented directly after the AGM.

The Chair also acknowledged Cheryl McMurray for her leadership in securing the Hicks Morley Fellowship, which will see the AGM and Conference Grant award increase to $1,000 annually

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CICan:GPOP Minutes AGM – April 30, 2017 DRAFT 3 | P a g e

for a period of five-years, commencing 2018. In addition, CICan have generously agreed to waive the GPOP registration fee going forward. Further information will be posted on gpop.ca.

It was moved, seconded and resolved: THAT the membership receive the Awards and Recognition Committee report as information. All in favour. CARRIED

4.6 Nominating Committee Report Members discussed the report contained in the agenda package.

The Chair took the opportunity to thank the following Directors whose terms have concluded, for their many contributions, hard work, commitment and support of GPOP: (i) Lori Robert, inaugural GPOP Director and former member of the Conference and PD Committee; and (ii) Heather Steckly, Director and Secretary Treasurer.

It was moved, seconded and resolved: THAT the membership receive the Nominating Committee report as information. All in favour. CARRIED

5.0 ACCLAMATION / ELECTION OF DIRECTORS

It was moved, seconded and resolved: THAT the membership acclaim each of (i) Joanna Campbell, Okanagan College (BC); (ii) Laureen Dailey, Douglas College (BC); (iii) Diana Falcon, Langara College (BC); (iv) Jenny Forestell, New Brunswick Community College (NB) to a second term to conclude upon the completion of the 2020 GPOP Conference and AGM. All in favour. CARRIED

It was further moved, seconded and resolved: THAT the membership acclaim each of (i) Melissa Pringle, Durham (ON); (ii) Lianne Birkbeck, Lambton (ON); and (iii) Dianne Marcellus-Kerr, Lethbridge (AB) to a first term to conclude upon the completion of the 2020 GPOP Conference and AGM. All in favour. CARRIED

Finally, it was further moved, seconded and resolved: THAT the membership approve the proposed 2017-2018 GPOP Board structure as presented All in favour. CARRIED

6.0 NEW BUSINESS

6.1 By-Laws The Chair presented updated By-Laws for review and discussion, noting that all changes presented for approval were non-controversial and reflected minor changes, mostly of a typographical nature, since their adoption in 2014.

It was moved, seconded and resolved: THAT the membership approve the amended By-Laws as presented. All in favour. CARRIED

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CICan:GPOP Minutes AGM – April 30, 2017 DRAFT 4 | P a g e

6.2 Mission Statement The Chair presented a draft Mission Statement for review and discussion. The Chair noted that the GPOP Board of Directors had felt it important to adopt a concise Mission Statement encapsulating GPOP’s purpose, and for this statement to be available on the website.

It was moved, seconded and resolved: THAT the membership approve the CICan GPOP Mission Statement as presented. All in favour. CARRIED

6.3 Membership Fee The Chair reminded members that an online poll regarding GPOP membership fees was published on gpop.ca in May 2016, and that the results of this poll can be viewed on the website. The Chair noted that options regarding implementing a membership fee had also been the subject of discussion at the GPOP Board of Directors’ meetings over the past year.

Discussion took place with regard to the possibility of implementing a modest $100 fee for individual membership, or $150 for corporate membership (which would include up to two people at any one time). It was proposed that funds obtained through collection of a membership fee could be specifically invested in providing meaningful PD for the membership.

After discussion, it was agreed that further options should be researched and sponsorship opportunities pursued. The newly formed Strategic Planning and Partnerships Committee should work towards cultivating partnership and sponsorship opportunities.

It was moved, seconded and resolved: THAT the GPOP Board of Directors should review options regarding implementing a membership fee; to actively pursue sponsorship opportunities; and to postpone recommending a motion on membership fees until further discussion has taken place and for the GPOP Board of Directors to bring options for discussion to the April 29, 2018 GPOP AGM. All in favour. CARRIED

7.0 ADJOURNMENT There being no further business, the Chair thanked members for their contributions throughout her term. She congratulated newly elected Board members before adjourning the meeting at 11:46am.

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CICan GPOP Chair’s Report – May 31, 2018 1 | P a g e

2017/18 CICan GPOP Chair’s Report to the Board Respectfully submitted by Jenny Forestell, Chair May 31, 2018

On behalf of the Governance and President’s Office Professionals’ (GPOP) Board of Directors, I am pleased to present the 2018 AGM agenda package.

This year marks an important milestone for GPOP – it will be our first ever virtual AGM! The Board decided that rather than take time out of our annual meeting, we should foray into the 21st century and hold our AGM at a different time using technology to reach out to all our members, not just those who are able to attend our annual meeting.

It is very important to the Board that we are as inclusive as possible, and that we continue to look for opportunities to engage our full membership.. GPOP has certainly come a long way in the last few years, with an ever growing membership, so it is important that all members have a voice in the direction that we take going forward, and I encourage all members to fully participate in our AGM.

2017-2018 BOARD OF DIRECTORS

1. Marlene Beaulieu, College of New Caledonia 2. Lianne Birkbeck, Lambton College 3. Nicole Blanchette, NorQuest College 4. Joanna Campbell, Okanagan College 5. Laureen Dailey, Douglas College 6. Diana Falcon, Langara College 7. Jenny Forestell, New Brunswick Community College 8. Dianne Marcellus-Kerry, Lethbridge College 9. Cheryl McMurray, Fanshawe College 10. Christabell Pinchin, Nova Scotia Community College 11. Melissa Pringle, Durham College 12. Sandi White, Holland College

Shelagh Donnelly (Past Chair) resigned from the Board (and GPOP) in May 2018, as she no longer works in the sector.

ACKNOWLEDGEMENTS AND APPRECIATION

As you will see from the Committee reports, the commitment and leadership shown by all our Directors is admirable. GPOP is going from strength to strength thanks to their collective commitment. I personally appreciate the support received, dedication and enthusiasm shown by each of the above-named individuals. THANK YOU! It has been a real pleasure to work with you, and to have had the opportunity to get to know colleagues from across the country. I feel that chairing this group of wonderful professionals has helped me grow both personally and professionally, and for that I am grateful.

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CICan GPOP Chair’s Report – May 31, 2018 2 | P a g e

BOARD NOMINATIONS

As noted in the 2018 Nominating Committee Report, there are no vacant positions on the Board at this time. The next round of nominations will take place in Spring 2019. Please refer to Tab 10 for further details.

BY-LAWS

You will see that amendments to SECTION I.1(a) and SECTION I.7 are being suggested. The first amendment is proposing that GPOP membership be opened up to non-CICan members; Executive Assistants who support Vice-Presidents (that would, by definition of our group have some reporting role to the Board); and other senior administrative professionals in the education sector. The second amendment basically acknowledges our busy schedules and provides some flexibility if you wish to appoint a proxy vote. I look forward to discussing these options at our meeting.

HICKS MORLEY FELLOWSHIP

This year I was delighted to award the first Hicks Morley Fellowship. The lucky recipient was Shelagh Donnelly (please go to gpop.ca for photos).

The Board would like to remind everyone that application for this $1,000 Fellowship is open to all members. Please look out for communications in early 2019 with information on the application process. In addition to the $1,000 Fellowship, CICan have historically waived the GPOP registration fee for Fellowship recipients, which in the past two years has been $200. This financial incentive really can make a difference to whether a GPOP member is able to attend our annual meeting, and benefit from personal interaction with fellow members and participate in meaningful PD.

I would like to once again give special thanks to Cheryl McMurray who took the lead in making this fellowship a reality. I would also like to acknowledge Hicks Morley Hamilton Stewart Storie LLP for their continued support. Hicks Morley have committed to provide this Fellowship for five years (2018-2022).

MEMBERSHIP FEE

This matter has been the subject of discussion at the GPOP Board of Directors’ meetings over the past year. I am proposing that we undertake a substantive discussion at our next annual meeting to really explore the pros and cons of a membership fee. After such a discussion, the Board can then poll our current membership and make an informed decision based on the information gathered.

SIGNIFICANT PROGRESS

As noted above, you will note the growth and progress GPOP is making when reviewing the Committee reports. Our membership continues to grow steadily, as well as awareness about our group. We enjoy the full support and encouragement of Denise Amyot, President & CEO, Colleges & Institutes Canada (CICan) and her staff, and we continue to look for other ways we can partnership with CICan.

CLOSING COMMENTS

I can’t lie, when I was asked to step-up and consider chairing GPOP, I was overwhelmed (and totally scared!), but now that I am about to hand over to Nicole, I can honestly say that although it has been busy, challenging and COMPLETELY taken me out of my comfort zone, I wouldn’t have missed this opportunity for the world. I feel that I have not only grown personally, but also professionally. My college has been proud of my involvement in GPOP and has been very supportive, understanding the value of our group and the cumulative knowledge and expertise we represent. It has been a privilege (and also great fun!) working with, and getting

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CICan GPOP Chair’s Report – May 31, 2018 3 | P a g e

to know, my fellow Directors, as well as other GPOP members who I have had the pleasure of meeting at our annual meetings. I have learned (and continue to learn) from the best!

I would like to wish Nicole Blanchette all the very best as she takes over as Chair. Nicole and I have worked closely together and she knows that I will be there to support her in any way I can, but I look forward to watching from the sidelines as GPOP continues to grow under her leadership. Nicole is a dedicated, professional and talented woman and is definitely the right person to move GPOP forward. Nicole will also be ably supported by Cheryl McMurray and rest of the Board. Good luck Nicole – you will do an amazing job!

I would like to end by encouraging each and every one of you to take advantage of learning from and connecting with each other – be it in person at our annual conference or through our listserv and website. At the same time, please consider how you may be able to help GPOP continue our progress in the year ahead.

With thanks,

Jenny Forestell Chair CICan Governance & President’s Office Professionals (GPOP)

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Fund Statement (Sources and Uses of Fund) CICan: GPOP

For the period ended March 31, 2018

Balance, April 01, 2017 2,673.61$

Sources

CICan Chq#4945 dated June 29, 2017 2,325.45 4,999.06$

Less : Uses of Funds

Supplies - General 440.47$

Supplies - Software 63.02

Hospitality & Catering 623.53

Registration Fees 500.00 1,627.02

Balance, March 31, 2018 3,372.04$

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2017/18 CICan GPOP Membership and Communications Committee Report Respectfully submitted by Laureen Dailey, Committee Chair May 2018

Committee Members: Laureen Dailey, Executive Assistant to the President, Douglas College Diana Falcon, Executive Assistant to the Board of Governors, Langara College Melissa Pringle, Corporate and Board Secretary, Durham College

Membership Membership continues to increase due to targeted recruitment and as word spreads about our dynamic group. Membership currently stands at 95 compared to 78 at this time last year. Fifty-seven (or 45%) of CICan’s 127 member institutions are now represented on GPOP compared to 47 (or 37%) this time last year. As the GPOP name becomes better known within the Canadian post-secondary sector, we are increasingly getting more requests for membership from governance and president’s office admins whose institutions are not members of CICan. Institutional membership in CICan is a current criteria for individual membership in GPOP, but one that may need reconsideration if we want to continue to grow the breadth and depth of our membership. Over the last year, membership applications have been made more efficient and easier by the development of an online application form. It is easily found under the “Join GPOP” tab on the website. The new form also covers off consent regarding the use of photographs, videos and/or recordings, as well as consent to be contacted by the association and/or its members to address Canada’s Anti-Spam Legislation. Communications GPOP is fortunate to have the support of CICan President Denise Amyot and her staff. The Membership & Communications Committee developed an information flier which was distributed by CICan at the Governors and Presidents networking sessions at this year’s conference in Victoria. The purpose was to further share information on our group and encourage Governors and Presidents in supporting their admin’s membership in GPOP. Other communications related items include the acquisition of a stand-up roller banner (which made its debut at the Victoria conference) and plans to develop a GPOP info graphic for promotional purposes. Website Website content is updated as new information becomes available. New tabs have been added in the last year, such as “Join GPOP”, “Resources”, “Sponsors” and “AGM”. The first quarter generates the most posts as we lead up to our annual conference and AGM (21 posts were made in the last year). When a post is made, it automatically goes out via email and Twitter feed. GPOP currently has 186 email and blog followers and 34 Twitter followers (up from 173 and 24, respectively, in April 2017).

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Conference & Professional Development Committee

AGM Report to the Board May 2018

2017-18 Committee Membership:

Marlene Beaulieu, Co-Chair, College of New Caledonia Joanna Campbell, Co-Chair, Okanagan College Lianne Birkbeck, Lambton College Cheryl McMurray, Fanshawe College Heather Martin, Camosun College

Thank you for the privilege of planning the 2018 GPOP Conference. The lead up to the “big day” can be overwhelming. Coming face to the face with all of the responsibilities that go along with planning a conference. A sense of responsibility to deliver relevant content to support professional development of the group, being nimble and responsive to change as plans unfold. A sense of responsibility as representatives from each of our institutions, not to mention the pressure we all put on ourselves. Overall, sounds like a regular day for any one the positions represented by the Governance and President’s Office Professionals! For that reason, we consider it our privilege to have had an opportunity to serve such a wonderful and dedicated group of professionals. We are very pleased with this year’s conference. We hope you agree! 2018 GPOP Conference The inaugural meeting of the 2018 Conference and PD Committee took place on June 29, 2017. The committee created a work plan document to keep us on track throughout the planning process. Between June 2017 and April 2018, the committee met via teleconference several times, in addition to many emails. After considering several options for the Saturday evening meet and greet reception, the committee settled on “Finns Restaurant”, a spectacular location. It was a wonderful evening catching up with old and new acquaintances overlooking the Victoria harbour. Since June 2017, the Committee worked diligently on many conference details; communication/invitations, agenda development, organizing the evening reception, securing a keynote speaker, planning concurrent PD sessions, negotiating venue rooms and set up, food/refreshments. As planning progressed, we were very excited to secure Natasha Himer, Governance Lawyer with Watson Inc. as our keynote speaker. Her presentation was entitled: “Keeping Pace with Evolving Governance Standards and exploring the interplay between changes in Post-Secondary governance standards and support the Board” was excellent. Her presentation evoked good discussion and interaction with those in attendance.

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GPOP 2018 ANNUAL CONFERENCE GPOP Charge per person $200 CICan Charge per person $140 Amount returned to GPOP per person $60 EXPENDITURES: Networking Reception $749.91 Keynote Speaker gift $75 Miscellaneous $150 Speaker Travel Expenses $280* *Keynote Natasha Himer; Governance Lawyer with Watson Inc.: no charge for her presentation. GPOP covered mileage, per diems and accommodation cost. ACKNOWLEDGEMENTS Thank you to Jenny Forestell, outgoing GPOP Chair for your leadership and dedication. Her emails of encouragement always arrived at just the right moment. The committee appreciated her never-ending support and encouragement. Thank you to Laureen Dailey, Membership and Communications Committee Chair for maintaining the GPOP website for the 2018 Conference. Thank you for accommodating our many asks! Thank you to Heather Martin for her work “on the ground” supporting the Conference and PD Committee. Heather’s contribution and attention to detail was invaluable. That you Heather for taking such good care of us in Victoria! In closing, a great conference only happens because of commitment and diligence of many. Thank you to everyone who contributed to the success of GPOP 2018! Respectfully submitted by: Marlene Beaulieu, Co-Chair, College of New Caledonia Joanna Campbell, Co-Chair, Okanagan College

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GPOP Awards and Recognition Committee Report to the Board – May 18, 2018 1 | P a g e

2017/18 Awards and Recognition Committee Report to the Board Respectfully submitted by Sandi White, Committee Chair May 18, 2018

Members: • Sandi White, Holland College (Chair) • Christabell Pinchin, Nova Scotia Community College • Dianne Marcellus-Kerr, Lethbridge College • Peggy Baldwin, Keyano College

This committee’s role is to solicit nominations and make recommendations on recipients for awards presented by GPOP. Award for Professional Achievement The Call for Nominations for the Award for Professional Achievement was sent on January 11, 2018 to the Presidents of our membership institutions with a request to forward the note to their Board Chairs. On January 12, 2018 the nomination call was also sent to Presidents from Denise Amyot, President & CEO, CICan. The Committee received one nomination, which was not accepted by the recipient as she was not currently a member of GPOP. The committee has since conducted a full review of the award criteria and process, and drafted a revision to the materials. Revisions include confirmation of GPOP membership, and to state that GPOP Directors are eligible to be nominated; however, the GPOP Executive (Board Chair, Chair Elect and Secretary/Treasurer) are not eligible. Award for Distinguished Service The call for nominations was circulated to the GPOP membership on January 11, 2018. There were no submissions received in 2018. Morley Hicks Fellowship $1,000 Grant The focus was taken off financial need for this grant, and the terms of reference have been updated to reflect the benefits to GPOP participants. Special thanks to Cheryl McMurray for confirming the Hicks Morley Fellowship saw this increased to $1,000 this year. The Hicks Morley commitment is for five years. Shelagh Donnelly was the recipient of this fellowship grant, and received $200 in additional savings for the cost of the GPOP session registration fee, which was waived by Denise Amyot and CICan. Actions:

- The committee plans to continue its review, to include selection criteria for the awards and weighting of this criteria.

- The committee will explore ways to increase nominations and elevate the profile. - Explore options for a travel-friendly, re-usable presentation cheque.

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GPOP Nominating Committee Report to the Board – May 31, 2018 1 | P a g e

GPOP 2018 Nominating Committee Report to Board Respectfully submitted by Jenny Forestell May 31, 2018

2018 Nominating Committee Members:

Nicole Blanchette, NorQuest College Jenny Forestell, New Brunswick Community College (Committee Chair)

According to the GPOP By-laws, the Nominating Committee’s role is to:

“. . .to nominate individuals as candidates for the Board of Directors and Officer positions. An effort will be made to have diverse representation.”

GPOP By-Laws state that there shall be no less than seven and no more than twelve Directors. All Directors who have served a full first term, are eligible for immediate re-election to a second term. Any Active Member of GPOP (as defined in the By-Laws) is eligible to serve on the Board.

There are no vacant positions on the Board at this time. The next call for expressions of interest will be sent out in Spring 2019 for nomination at the 2019 AGM.

THE FOLLOWING TERMS END SPRING 2019:

First term, eligible to serve a second term to 2022: 1. Marlene Beaulieu, CNC (BC) 2. Nicole Blanchette, NorQuest (AB) 3. Cheryl McMurray, Fanshawe (ON) 4. Christabell Pinchin, NSCC (NS) 5. Sandi White, Holland College (PEI)

THE FOLLOWING TERMS END SPRING 2020:

First term, eligible to serve a second term to 2023: 6. Lianne Birkbeck, Lambton (ON) 7. Dianne Marcellus-Kerr, Lethbridge (AB) 8. Melissa Pringle, Durham (ON)

Second and final term: 9. Joanna Campbell, Okanagan College (BC) (Second and final term) 10. Laureen Dailey, Douglas College (BC) (Second and final term) 11. Diana Falcon, Langara College (BC) (Second and final term) 12. Jenny Forestell, New Brunswick Community College (NB) (Second and final term)

Board Succession Plan for Chair and Chair Elect As indicated on the proposed GPOP 2018-2019 Board and Committee Structure (Tab 10), Nicole Blanchette will assume the role of Chair immediately following the May 31st AGM. My hope is that Nicole will continue in this leadership role for at least two years. Cheryl McMurray, who has shown great leadership and commitment to GPOP since joining the Board, will take on the role of Chair Elect, with a view to taking over as Chair after Nicole.

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GPOP Nominating Committee Report to the Board – May 31, 2018 2 | P a g e

Board Succession Plan for Directors

The Board encourages all members to consider serving on one of the Committees. This is a great way to get a good idea of how the Board and GPOP works. By encouraging members to participate in this way, the next cohort of leaders will be identified. It is important to have a good balance of experience and new ideas on the Board.

Diversity

The Board continues to discuss ways of increasing our diversity, including how we can engage our Francophone colleagues.

Geographic Representation

The Nomination Committee continues to work hard to ensure geographic representation from coast to coast.

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CICan GPOP Strategic Planning and Partnerships Committee Report – May 23, 2018 1 | P a g e

Strategic Planning & Partnerships Committee (SPPC) 2017/18 CICan GPOP SPPC Report to the Board Respectfully submitted by Cheryl McMurray, Committee Member May 23, 2018 Members:

• Shelagh Donnelly, Douglas College (BC) (Committee Chair) • Nicole Blanchette, NorQuest (AB) • Cheryl McMurray, Fanshawe College (ON) • Jenny Forestell, New Brunswick Community College (Ex Officio, GPOP Chair)

Work of the Committee: The Strategic Planning and Partnerships Committee was established in the spring of 2017 and held its first and only meeting in June 2017. However, Committee members were engaged throughout the year less formally and as matters arose. At the June meeting, Chair Donnelly led a discussion on the principles for the Committee, limitations of authority, return on investment for sponsors/partners, and Committee goals. During the SPPC report to the Board of Directors at its September 14, 2017 meeting, the Board agreed that at this early stage, the Committee should not hold decision-making power on significant matters affecting GPOP’s finances or reputation. The Board further agreed that the Committee should have more time to determine the scope of the Committee prior to developing draft terms of reference for Board approval. During the 2017/18 year, the SPPC drafted the following:

• A Donor Prospects List • Donor Stewardship Responsibilities • A Sponsorship Confirmation Agreement Template

Looking forward, the Committee’s priorities for 2018/19 are:

• Determine the Committee’s scope in consultation with the GPOP Board of Directors • Create Terms of Reference for SPPC • Determine a vetting process for donations, specifically focusing on donations that affect

other GPOP Committees, such as the Conference and Professional Development Committee.

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CICan GPOP Proposed 2018-2019 Board Structure 1 | P a g e

Proposed 2018-2019 GPOP Board Structure Chair: Nicole Blanchette Chair Elect: Cheryl McMurray Past Chair Jenny Forestell (ex officio) Secretary Treasurer: [To be determined] Listserv Chair: Diana Falcon

1. Executive Committee: Nicole Blanchette – Committee Chair Cheryl McMurray [Secretary Treasurer]

2. Nominating Committee: Nicole Blanchette – Committee Chair Cheryl McMurray

3. Awards and Recognition Committee: Christabell Pinchin – Committee Chair Peggy Baldwin Erin Elliott Sandi White

4. Conference and PD Committee: Lianne Birkbeck – Committee Chair Jenny Forestell Holly Larden Heather Martin [Reach out to Niagara College for local representation]

5. Membership and Communications Committee: Melissa Pringle – Committee Chair Diana Falcon – Listserv Chair Joanna Campbell Laureen Dailey

6. Strategic Planning and Partnerships Committee: Cheryl McMurray – Committee Chair Nicole Blanchette Marlene Beaulieu

PLEASE NOTE – Committee membership is open to all GPOP members and is not limited to the Board. If you are interested in learning more, please contact Nicole Blanchette directly at [email protected].

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BY-LAWS

APPROVED BY RESOLUTION OF THE MEMBERSHIP

APRIL 30, 2017 ANNUAL GENERAL MEETING

OTTAWA, ONTARIO

April 30, 2017 _______________________________ _______________________________ Chair, Board of Directors Date

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GPOP BY-LAWS Approved: April 30, 2017DRAFT May 31, 2018 Page 2

CONTENTS

ARTICLE I – MEMBERSHIP ...................................................................................................................4 SECTION I.1: Types of Members ............................................................................................................... 4

SECTION I.2: Term of Membership ........................................................................................................... 5

SECTION I.3: Communications .................................................................................................................. 5

SECTION I.4: Notice of Annual General Meetings; Special Meetings; and Waiver(s) of Notice ............... 5

SECTION I.5: Annual General Meeting (AGM) .......................................................................................... 5

SECTION I.6: Special Meetings .................................................................................................................. 5

SECTION I.7: Voting ................................................................................................................................... 6

SECTION I.8: Quorum ................................................................................................................................ 6

ARTICLE II – BOARD OF DIRECTORS .....................................................................................................6 SECTION II.1: Powers................................................................................................................................. 6

SECTION II.2: Number and Qualifications ................................................................................................. 6

SECTION II.3: Election and Term of Office ................................................................................................ 7

SECTION II.4: Resignation.......................................................................................................................... 7

SECTION II.5: Removal .............................................................................................................................. 7

SECTION II.6: Vacancies ............................................................................................................................ 7

SECTION II.7: Regular Meetings ................................................................................................................ 8

SECTION II.8: Special Meetings ................................................................................................................. 8

SECTION II.9: Notice .................................................................................................................................. 8

SECTION II.10: Quorum ............................................................................................................................. 8

SECTION II.11: Manner of Acting .............................................................................................................. 8

SECTION II.12: Written Consent ................................................................................................................ 8

SECTION II.13: Telephone Meeting ........................................................................................................... 8

SECTION II.14: Compensation ................................................................................................................... 8

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ARTICLE III – OFFICERS ........................................................................................................................9 SECTION III.1: Officers ............................................................................................................................... 9

SECTION III.2: Election of Officers ............................................................................................................. 9

SECTION III.3: Officers’ Term of Office ...................................................................................................... 9

SECTION III.4: Resignation......................................................................................................................... 9

SECTION III.5: Vacancies ........................................................................................................................... 9

SECTION III V.6: Chair ................................................................................................................................ 9

SECTION III.7: Chair Elect ........................................................................................................................ 10

SECTION III.8: Secretary Treasurer .......................................................................................................... 10

ARTICLE IV – COMMITTEES ............................................................................................................... 10 SECTION IV.1: Executive Committee ....................................................................................................... 10

SECTION IV.2: Nominating Committee ................................................................................................... 10

SECTION IV.3: Conference and Professional Development Committee ................................................. 10

SECTION IV.4: Membership and Communications Committee .............................................................. 10

SECTION IV.5: Awards and Recognition Committee ............................................................................... 11

SECTION IV.6: Strategic Planning and Partnerships Committee ............................................................. 11

SECTION IV.7: Terms of Office ................................................................................................................ 11

SECTION IV.8: Vacancies ......................................................................................................................... 11

SECTION IV.9: Quorum ............................................................................................................................ 11

SECTION IV.10: Rules .............................................................................................................................. 11

ARTICLE V – MISCELLANEOUS PROVISIONS ....................................................................................... 11 SECTION V.1: Fiscal Year ......................................................................................................................... 11

SECTION V.2: Notice ................................................................................................................................ 11

SECTION V.3: Books and Records ............................................................................................................ 12

SECTION V.4: Loans to Directors and Officers ........................................................................................ 12

SECTION V.5: Directors Acting in Good Faith Shall Not Be Held Liable .................................................. 12

ARTICLE VI – AMENDMENTS TO BY-LAWS AND ARTICLES .................................................................. 12

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GPOP BY-LAWS Approved: April 30, 2017DRAFT May 31, 2018 Page 4

ARTICLE I – MEMBERSHIP

SECTION I.1: Types of Members

CICan Governance and President’s Office Professionals (GPOP) shall have two primary classes of membership, with such benefits and privileges as the Board of Directors may establish.

a) Active Members

Active membership status in GPOP shall be open to people who serve in the position of governance professional and/or assistant; executive assistant; chief of staff; director; or comparable President’s assistant role, reporting to or working directly with the chief executive officer (CEO) or Vice President of any Canadian college, institution, cégep, university, or other organization specifically in the Canadian education sector.Colleges and Institutes Canada (CICan) member institution.

Only representatives who have registered membership with GPOP shall have the power to vote on such matters as the Board of Directors may from time to time submit to the members for vote.

Only Active Members are eligible for election to the Board of Directors or as Officers of GPOP.

b) Associate Members

Associate membership status in GPOP shall be open to any person who has, at any time since GPOP’s 1995 establishment, served in the position of governance professional and/or assistant; executive assistant; chief of staff; director; or comparable President’s assistant role, reporting to or working directly with the chief executive officer (CEO) of a public Canadian college, institution or cégep.

Associate Members shall not have the power to vote, nor are they eligible for election to the Board of Directors or as Officers of GPOP.

Associate Members shall have access to the members’ login area of the GPOP website.

c) Other Membership Classes

The Board of Directors may, from time to time, establish other membership categories such as (but not limited to) Honorary Member or Member Emeritus, with such qualifications and privileges as it deems appropriate.

d) Individuals’ Responsibility to Register Membership with GPOP

Effective June 1, 2017, those seeking GPOP membership, be it Active or Associate class, shall be required to complete and submit an application form to the Listserv Chair. All pertinent information, including the membership application form, shall be available on the GPOP website (https://gpop.ca/).

Active Members shall, to the extent possible, promote awareness of opportunities for Active and Associate Members to professional peers and to those who have retired or changed careers, in order that such people may be made aware of opportunity for Associate Membership.

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SECTION I.2: Term of Membership

The term of any membership shall be ongoing unless:

a) a member remains inactive for a period of two years, or

b) provides written notice of resignation to the Secretary Treasurer, with such resignation to take effect as specified therein or, if not so specified, upon receipt by the Secretary Treasurer, or

c) a minimum of two-thirds of the Board of Directors vote to remove a member, at any time, for actions or conduct detrimental to the best interests of GPOP.

SECTION I.3: Communications

The Board of Directors or designate(s) shall publish notice(s) of meetings and/or votes to the GPOP website, gpop.ca.

While the Board of Directors shall also endeavour to contact members via electronic mail message(s) (‘listserv”) in order to alert members to meetings and/or matters requiring votes, the GPOP website shall be deemed GPOP’s primary means of communication.

Individual members shall be responsible for regularly accessing and reviewing the GPOP website to ensure currency of information and to access notice(s) of votes and/or meetings.

SECTION I.4: Notice of Annual General Meetings; Special Meetings; and Waiver(s) of Notice

Whenever any notice is required to be given to any member under any provision of these By-Laws, publication of such notice to the GPOP website shall constitute due notice. The presence of any member at a meeting, without objection to lack of notice of such meeting, shall also waive notice by such member(s).

The Board of Directors shall electronically publish to the GPOP website, notice of a specific AGM or Special Meeting, stating the place, date and hour of an AGM or a Special Meeting, and the purpose(s) for which the meeting is called, not less than ten (10) days before the date of the meeting. Such publication shall be undertaken by, or at the direction of, the Chair or Secretary Treasurer, or the Officers or members calling the meeting.

SECTION I.5: Annual General Meeting (AGM)

An AGM of the members shall be held for the transaction of such business as may properly come before the members on such date as determined by the Board of Directors.

SECTION I.6: Special Meetings

Special meetings of the members may be called by the Chair, the Secretary Treasurer, the Board of Directors, or by members entitled to cast one-twentieth of the total number of votes entitled to be cast at such meeting.

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SECTION I.7: Voting

Voting at an AGM shall be conducted by Active Members in attendance at an AGM or Special Meeting, and by proxy.

An Active Member wishing to vote by proxy shall download the “Proxy Vote Form” from the GPOP website and return the completed form by email to the Officer indicated on the form.

All such Proxy Vote Forms received no later than seven (7) days prior to the AGM or Special Meeting shall be presented at the meeting, and votes shall be cast according to the directions contained on each Active Member’s Proxy Vote Form.

SECTION I.8: Quorum

Active Members having at least 10% of the votes entitled to be cast, in person or by proxy, shall constitute a quorum at a meeting of members for the transaction of any business.

The Active Members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

ARTICLE II – BOARD OF DIRECTORS

SECTION II.1: Powers

There shall be a Board of Directors of GPOP which shall manage, supervise and control the business, property and affairs of GPOP, except as otherwise expressly provided by law or these By-Laws.

The Board of Directors shall meet by conference call and in person when possible.

SECTION II.2: Number and Qualifications

The Board of Directors of GPOP shall consist of no less than seven (7) nor more than twelve (12) individuals.

Members need not be in attendance at an AGM in order to be elected to the Board of Directors.

The Board of Directors shall include the following:

a) Past Chair b) Chair c) Chair Elect d) Secretary Treasurer e) Awards and Recognition Chair f) Conference and Professional Development Chair g) Membership and Communications Chair h) Listserv Chair i) Strategic Planning and Partnerships Chair j) Director(s) at Large: Up to four (4) such members, at least two (2) of whom shall actively

contribute to conference and professional development planning, and at least one (1) of whom shall work with the Membership and Communications Chair in managing web content.

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A slate of Active Members nominated for office shall be prepared and published to the GPOP website a minimum of four (4) weeks in advance of the AGM, and formally voted on at the AGM.

While the Officers of GPOP shall be elected from the Board by the members of the Board, the process of nominating and electing members to the Board of Directors shall reflect special consideration given to potential candidates for the Chair and Chair Elect positions, as follows:

a) number of years in the profession b) number of years of active membership in GPOP c) number of years active on the Board d) leadership role on the Board

The Past Chair shall be an ex-officio member of the Board and shall have no vote unless s/he is concurrently fulfilling another role on the Board.

The Officers of GPOP shall be elected from the Board by the members of the Board at the annual meeting of the Board of Directors.

No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

SECTION II.3: Election and Term of Office

a) Only Active Members shall be eligible for office.

b) The Board shall form a Nominating Committee to identify and propose to Active Members a slate of candidates four (4) weeks in advance of the AGM

c) The members of the Board of Directors shall be elected at the AGM.

d) All members of the Board who have served a full first term shall be eligible for immediate re-election to a second term. After completion of a second consecutive term, a member shall be ineligible for further re-election for a period of one year

e) Each Director shall serve a term of three (3) years, except when a Director is appointed to fill a vacancy. In such circumstances, the incoming Director shall be appointed to a term to conclude on the intended end date of her/his predecessor’s elected term.

SECTION II.4: Resignation

A Director may resign at any time by giving written notice to the Chair of GPOP. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chair.

SECTION II.5: Removal

A Director may be removed from such office, with or without cause, by a majority vote of the Directors at any regular or special meeting of the Board called expressly for that purpose.

SECTION II.6: Vacancies

Vacancies shall be filled, for the balance of an unexpired term, by a majority vote of the remaining members of the Board of Directors.

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SECTION II.7: Regular Meetings

A regular annual meeting of the Board of Directors of GPOP shall be held each year, at such time, day and place as shall be designated by the Board of Directors, for the purpose of transacting such business as may come before the Annual General Meeting (AGM). The Board of Directors may, by resolution, provide for the holding of additional regular meetings.

SECTION II.8: Special Meetings

Special meetings of the Board of Directors may be called at the direction of the Chair of the GPOP Board of Directors, or by a majority of the voting Directors then in office, to be held at such time, date and place as shall be designated in the notice of the meeting.

SECTION II.9: Notice

Notice of the time, date and place of any meeting of the Board of Directors shall be given at least ten (10) days previous thereto in the manner set forth in Article V Section II hereof. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any Director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance at a meeting shall constitute a waiver of notice thereof, except where attendance is for the express purpose of objecting to the call or convening of the meeting.

SECTION II.10: Quorum

A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION II.11: Manner of Acting

Except as otherwise expressly required by law or these By-Laws, the affirmative vote of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.

Each Director shall have one vote.

Voting by proxy shall be permitted.

SECTION II.12: Written Consent

Action taken by the Board of Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the Directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

SECTION II.13: Telephone Meeting

Any one or all Directors may participate in a meeting of the Board of Directors by means of electronic mail, telephone conference call, or other similar telecommunications device which allows all people participating in the meeting to communicate with each other; such participation in a meeting shall be deemed presence in person at such meeting.

SECTION II.14: Compensation

No Director shall receive any compensation for services rendered in such capacity.

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ARTICLE III – OFFICERS

SECTION III.1: Officers

The Officers of GPOP shall consist of the:

a) Chair b) Chair Elect c) Secretary Treasurer d) Awards and Recognition Chair e) Conference and Professional Development Chair f) Listserv Chair g) Membership and Communications Chair h) Strategic Planning and Partnerships Chair

GPOP may also have such other Officers and Assistant Officers as the Board of Directors may from time to time deem necessary. Such Officers shall have the authority to perform the duties prescribed from time to time by the Board of Directors.

SECTION III.2: Election of Officers

The Officers of GPOP shall be elected by the members of the Board at the annual meeting of the GPOP Board of Directors.

SECTION III.3: Officers’ Term of Office

The Officers of GPOP shall be installed at the Annual General Meeting of the Board of Directors at which they are elected, and shall hold office for one year or until their respective successors shall have been duly elected and qualified.

SECTION III.4: Resignation

Any Officer may resign at any time by giving notice by electronic mail to the Chair or Secretary Treasurer of the GPOP. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chair.

SECTION III.5: Vacancies

A vacancy in any office because of retirement, career change, death, resignation or otherwise, shall be filled by the Board of Directors for the unexpired term.

SECTION III V.6: Chair

The Chair shall be the chief executive officer of GPOP and, subject to the overall guidance and supervision of the Board of Directors, give active direction and have control of the affairs of GPOP. She or he may co-sign, with the Secretary Treasurer, any instruments which the Board of Directors has authorised to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, or by statute to some other Officer or agent of GPOP.

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In general, the Chair shall perform all duties incident to the office of Chair, and such other duties as may be prescribed by the Board of Directors from time to time. The Chair shall also preside at the Annual General Meetings of GPOP and the Board of Directors. She or he shall also appoint all committees with the approval of a majority of the Board of Directors, and may serve as a non-voting ex-officio member of all committees.

SECTION III.7: Chair Elect

The Chair Elect shall perform the duties of the Chair in her or his absence and shall perform such other duties as the Chair may assign.

SECTION III.8: Secretary Treasurer

The Secretary Treasurer shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose, and shall see that all notices are duly given in accordance with the provisions of these By-Laws. The Secretary Treasurer shall be custodian of the official records of GPOP, and shall maintain a record containing the names and coordinates of the members of its Board of Directors. Each Secretary Treasurer shall, on completion of such service, transfer all such books and records to her or his successor.

The Secretary Treasurer shall have charge and custody of and be responsible for any funds of GPOP and shall, in general, perform all the duties incident to the office of Treasurer.

ARTICLE IV – COMMITTEES

SECTION IV.1: Executive Committee

Between meetings of the Board of Directors, the day-to-day affairs of GPOP shall be conducted by an Executive Committee, the membership of which shall be as set forth in a resolution of the Board. The Executive Committee shall have and exercise all the powers and perform all of the duties commonly incident to and vested in the Board of Directors.

SECTION IV.2: Nominating Committee

There shall be a nominating committee appointed by the Chair, with the advice and consent of the Board, to nominate individuals as candidates for the Board of Directors and Officer positions. An effort shall be made to have diverse representation.

SECTION IV.3: Conference and Professional Development Committee

There shall be a Conference and Professional Development Committee appointed by the Chair which, with the advice and consent of the Board, shall:

a) plan and execute the annual GPOP conference and Annual General Meeting; and

b) identify and advise the Membership and Communications Committee of additional opportunities for professional development.

SECTION IV.4: Membership and Communications Committee

There shall be a Membership and Communications Committee appointed by the Chair which, with the advice and consent of the Board, shall:

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a) promote the association to external audiences and facilitate the dissemination of information to the existing membership; and

b) develop initiatives to attract new members, retain current members, and re-engage past members.

SECTION IV.5: Awards and Recognition Committee

There shall be an Awards and Recognition Committee appointed by the Chair which, with the advice and consent of the Board, shall solicit nominations and make recommendations on recipients for awards presented by GPOP.

SECTION IV.6: Strategic Planning and Partnerships Committee

There shall be a Strategic Planning and Partnerships Committee appointed by the Chair which, with the advice and consent of the Board, shall identify and seek out sponsorship and other opportunities designed to benefit GPOP and its members.

SECTION IV.7: Terms of Office

Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member resigns from such committee, or unless such member shall cease to qualify as a member thereof.

SECTION IV.8: Vacancies

Vacancies in committee membership may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION IV.9: Quorum

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION IV.10: Rules

Each committee may adopt for its own governance rules that are not inconsistent with these By-Laws.

ARTICLE V – MISCELLANEOUS PROVISIONS

SECTION V.1: Fiscal Year

The fiscal year of GPOP shall be the calendar year or such other period as may be fixed by the Board of Directors.

SECTION V.2: Notice

Whenever under the provisions of these By-Laws or statute, notice is required to be given to a Director, committee member, or Officer, such notice shall be given in writing, by electronic mail. Such notice shall be deemed to have been given when transmitted electronically. Notice may also be given in person or by telephone, and shall be deemed given when received, if followed by notice mailed or electronically mailed on the same day or the next day.

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SECTION V.3: Books and Records

GPOP shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall maintain, through the Secretary Treasurer, a record giving the names and addresses of the members of its Board of Directors.

SECTION V.4: Loans to Directors and Officers

No loans shall be made by GPOP to its Directors or Officers.

SECTION V.5: Directors Acting in Good Faith Shall Not Be Held Liable

GPOP Directors and Officers shall exercise prudence and good judgement, and shall not be held liable when acting in good faith.

ARTICLE VI – AMENDMENTS TO BY-LAWS AND ARTICLES

These By-Laws of GPOP may be amended or repealed, or new By-Laws adopted, upon the affirmative vote of two thirds of votes entitled to be cast by members present at a meeting, or represented by proxy at any Annual General Meeting or special meeting of the members; or, in lieu of a meeting, by a two thirds vote of the members voting by mail, electronic mail or online ballot.

An amendment shall be effective immediately after adoption unless a later effective date is specifically adopted at the time the amendment is enacted.