CPATA will be closed on Monday November 14.

Board Policy – No 8 Governance

Manner of Governance

  1. The Board governs in a manner that emphasizes:
    • a proactive, future focused and outward vision;
    • encouragement of diversity of viewpoints;
    • strategic leadership;
    • the clear distinction of Board, committee, and staff roles; and
    • collective decision making through consensus where possible and votes only when a consensus cannot be achieved;
  1. by
    • directing its energies toward CPATA’s Regulatory Objectives, Standards and Principles;
    • guiding and inspiring CPATA’s thinking and behaviour through the provision of and adherence to clearly stated policies
    • fostering a sense of group responsibility toward excellence and self-discipline in matters including attendance, decision-making principles, and respect for identified roles;
    • ensuring that the work of the Board and the College is communicated to licensees and to outside stakeholders; and
    • regularly assessing its process and performance.
  1. Council’s proceedings are governed by Bourinot’s Rules of Order.1

The Board Agenda

  1. The Board maintains control of its own agenda.
  2. It is the responsibility of the Chair, in consultation with the CEO, to develop the agenda for board meetings.
  3. Agenda items must always relate to the Board’s role.
  4. The agenda is prepared jointly by the Chair and the CEO. The Board delegates to the Chair authority to fill in the details of meeting content.
  5. A Director who wishes to add an item to the Board’s agenda or to be provided with additional information with respect to a Board matter (such as a legal opinion addressed to the Board) should speak with the Chair. If the Director and the Chair are not in agreement, then the Director may, on notice to the Chair, raise the request during the approval of the agenda at the opening of the meeting, and the matter shall be determined by the Board.

Minutes

  1. Minutes are required for all meetings of the Board, committees and Annual Meetings. Minutes form part of the permanent records of the College and are kept indefinitely.
  2. Minutes, once approved, are signed by the Chair, and are considered to be evidence of the proceedings taken unless the contrary is proved.
  3. Form and Content of Board Minutes
    • Date, time, place.
    • Name of chair and secretary.
    • Names of the directors present.
    • Names of absent directors.
    • Name of invited guests in attendance. Where the public attends, the names of the members of the public present would not usually be listed.
    • If conflicts were declared they should be noted.
    • Summary of the discussions including:
    • Rulings by the chair;
    • Motions with the name of the mover and seconder;
    • Matters discussed [not a recitation of comments made or the names of those making a comment, but an overview of the scope of discussions and the relevant questions and issues identified during discussion];
    • Results of the votes taken;
    • Record “no” votes and “abstentions” when requested to do so;
    • Note when directors arrive or leave during the meeting;
    • List of the important documents presented or relied upon during the discussion, copies of which should be in the meeting materials and may be appended to the minutes in their approved form.
  4. Minutes are kept of committee of the whole meetings.
  5. Minutes are not kept of in-camera meetings

Meeting of Committee of the Whole

  1. The Board may meet as a Committee of the Whole, which meeting is in private.
  2. The purpose of a meeting of the Committee of the Whole is to allow the Board to consider matters, in a more informal way, that will need to be decided by the Board in an open meeting. For example, in a Committee of the Whole the Board will conduct workshop, for example, to address strategic planning or it will consider CEO, Registrar or Chair recommendations for committee appointments, together with information about the candidates for consideration. The Committee will recommend to the Board the appointments, which will be made in open sessions.
  3. Committee of the whole meetings are not a means to avoid meeting and deciding in public, but rather serve as a vehicle for the Board to address matters in a forum with less formality, in expectation that debate, and final decisions will be made in an open meeting.

In Camera Meetings

  1. The Board holds an in-camera session at the conclusion of each Board meeting with the CEO, to allow for an oral evaluation of the meeting and without the CEO to allow the Board, among themselves to raise any matter with the Chair or each other they consider appropriate. No business is transacted at this in camera session without the CEO.
  2. The board may move in camera or hold board meetings that are not open to the public where it determines it is in the best interest of the College to do so. The Chair may order that the meeting move in camera. Any director may request a matter be dealt with in camera in which case a vote will be taken and if a majority of the board so decides, the matter shall be dealt with in camera.
  3. In determining when to consider a matter in camera, the Board is guided by the following policy: The benefits that come from open discussion (transparency, accountability and enhanced public confidence in the board) are outweighed by the harm of public disclosure of the matter at hand.
  4. The following matters will be dealt with in camera:
    • Matters relating to an individual Directors or a prospective Directors;
    • CEO employment matters;
    • Any other matters where personal information about an individual will or may be revealed;
    • Litigation or potential litigation including administrative tribunal matters;
    • Receipt of advice that is subject to solicitor-client privilege including communications necessary for that purpose;
    • The security of property of the corporation;
    • Contract matters including review of contracts that exceed the CEO’s authority, negotiations or disputes;
    • The acquisition, disposition, lease, or expropriation of, or improvements to real or personal property, if the Board considers that disclosure might reasonably be expected to harm the interest of the College;
    • Board and committee self-evaluation;
    • Other matters that, in the opinion of the majority of Directors, the disclosure of which might be prejudicial to an individual or to the best interests of the corporation; and
    • Consideration of whether an item is to be discussed in camera.
  5. The CEO will remain during an in-camera session, unless the matter involves the CEO’s contract of employment, the CEO’s evaluation, or other matters personal to the CEO.
  6. Guests or counsel may remain during an in-camera session with the permission of the Chair or the consent of the meeting.

CEO Planning Calendar

  1. The CEO must prepare for Board approval, a 12-month planning calendar that includes but is not limited to scheduled times for:
  2. orientation for new Directors;
  3. development of an annual activity plan and a budget to support the approved activity plan and CPATA’s Regulatory Objectives;
  4. education related to the CPATA’s purpose and Regulatory Objectives;
  5. review of and reporting on the Board policies and committee terms of reference by the Board and/or Governance & Nominating Committee;
  6. receipt of operational monitoring reports;
  7. receipt of work plans and reports from committees that accord with their terms of reference and the approved strategic priorities, as appropriate;
  8. Board evaluation; and
  9. Such other maters as are required by the Board.