RAHB’s Annual Election Meeting will be held later this month, on Tuesday, November 27. Very soon, RAHB members will receive an election package with details about the meeting, a slate of candidates, candidates’ letters, proxy form and Bylaw changes being presented for approval.
It is important for members to give serious consideration to who among the candidates are the best suited to serve on the RAHB Board of Directors. The Board is moving in the direction of becoming a skills-based Board of Directors because it is generally recognized as more effective in making strategic decisions for increasingly more sophisticated organizations. The goal is to have a strong Board with the skills and expertise to focus on ensuring RAHB successfully serves its single-most important stakeholder – the member.
The RAHB Board of Directors has identified several qualities or attributes it believes are necessary for adding to the effectiveness of the RAHB Board. They are:
- Professional/work experience and expertise – finance and accounting, legal, human resources, general business acumen and/or public relations experience.
- Board experience and expertise – experience on other boards which required strategic expertise and stakeholder/member relationship strategies.
- Director skills – decision-making abilities, critical thinking, assessment and understanding of the role and responsibilities of a director.
What candidates do you think possess those qualities? Who would make a good Director? Who will contribute to setting appropriate goals to take RAHB into the future?
RAHB Bylaw Changes
The Board of Directors has approved changes to a number of Bylaws and is now presenting these changes to the membership for approval.
Several of the Bylaw changes come as a result of a new understanding of Board and committee structures brought out in our governance review. Other changes are either “housekeeping” changes to bring the Bylaw into conformance with current practice or to improve communications with members.
Following are detailed explanations of each of the Bylaw changes being recommended to the membership.
Article 4 – Fees and Dues
It is proposed that the RAHB Bylaw be amended to allow for quarterly billing of member dues.
As members are aware, a RAHB dues increase was approved earlier this year. Part of the presentation of the increase included a proposal to bill dues quarterly rather than semi-annually, in an effort to lessen the impact of the increase for members.
The RAHB Bylaw, however, very specifically says that dues are billed semi-annually. The directors acted in what they believed to be in good faith and went forward with the quarterly dues billing in accordance with the stated wishes of the membership. The directors are now asking the members to approve a change to the Bylaw regarding the payment of dues so that the Bylaw and RAHB practice will be in agreement.
Instead of specifying annual, semi-annual, quarterly or any other frequency of billing, the recommendation is that dues be billed according to billing periods set by the Directors. This will allow billing periods to be adjusted according to the needs of the membership at any given time without having to change the Bylaw every time circumstances change. This is a prudent step to take to ensure swift response to changing situations.
Article 7, Section 3 – Burlington Council
It is proposed that the Burlington Council be removed from the RAHB Bylaw.
On the recommendation of the Burlington Council, the Board of Directors approved the removal of the Burlington Council from the Bylaw. The Council will be replaced with a task force or focus group when required.
The Council’s decision came as a result of a recent survey of Burlington members. When asked what were the core services Burlington members expected from RAHB, the four identified as most important were services RAHB either already provided (a high quality MLS® system, promotion of professionalism, Burlington statistics) or was in the process of investigating (discussions with Oakville concerning a shared MLS® database). Few of the other services members indicated were important were specific to Burlington members or the Burlington market. In fact, when asked what they thought was the purpose of the Burlington Council, most Burlington members were unable to say what it should do.
It has long been said that because the Burlington market was different than Hamilton’s, there were also other issues particular to Burlington which needed consideration from a dedicated council. What has evolved, however, is that RAHB committees such as Government Relations and the Membership Area Representation Committee (MARC) are active in all communities in the RAHB area, Burlington included. The Government Relations Committee, for instance, looks at municipal issues and relationships with local governments in all communities in the RAHB market area, and has developed relationships with the Burlington Chamber of Commerce, the Burlington Economic Development Corporation and Burlington City Hall as well with their Hamilton – and other communities’ – counterparts.
It should be noted that just because there would be no Burlington Council doesn’t mean that Burlington interests will not be taken into account if there are issues that concern primarily Burlington members. Under the proposed changes to our Bylaw, the CEO has the ability to form task forces or call focus groups to address any issues that require member input. If there are issues that concern Burlington members, a task force of Burlington members would be convened.
Burlington has always been well-represented at the Board of Directors table and on committees and task forces; that will not change with the removal of the Burlington Council.
Article 7, Section 18.05 – Regional Commercial Council
It is proposed that this section be amended to specify the number of RCC Councilors at six from the “minimum six (6) and a maximum eight (8)” currently in the Bylaw.
This change is being requested by the RCC to clarify issues around the election of Councilors and what constitutes a slate of candidates elected by acclamation when there is an indefinite number of Councilors specified in the Bylaw.
Article 14, Section 1 – Notices
It is being proposed that any or all RAHB notices to members may be delivered to members electronically.
It is already RAHB’s practice to use email to forward information to members. The RAHB Bylaw, however, requires that certain things – like notices of membership meetings, for example – must be delivered in paper form. Packages such as the election package are large and the cost to print, bundle and deliver a package to every member is considerable.
It is now the practice of many, if not all, not-for-profit organizations – including OREA and CREA – to forward all notices to their members and delegates electronically. Members who wish a paper copy can still print the notice and any material attached to it. This small change would allow the association to stop wasting paper – and money – by printing a copy for every member.
RAHB Rules and Regulations – Section 15 – RAHB Members’ Open House
It is being proposed that this section be removed from the Bylaw and placed in MLS® Policies.
Members would be better served if this section concerning RAHB members’ open houses were removed from the RAHB Bylaw – where member approval is required for any changes to take place – and moved to the MLS® Policies, where simple changes to address changing circumstances can be made quickly.
Article 7 – Committees, Councils and Task Forces
It is proposed that RAHB’s committees and task forces be identified according to their functions – standing committees, board committees and operational committees – and that the mandates for board committees be removed from the Bylaw and placed in the Board of Directors Manual and the mandates of operational committees be removed from the Bylaw and placed in the Operational Manual.
Throughout the year, the RAHB Board of Directors has been, through town hall meetings and articles in REALINFO, explaining the changes to the governance structure of the association.
One of the changes relates to the committee structure set out in the Bylaw. Article 7 of the Bylaw lists all the standing RAHB committees and task forces and their various mandates. According to the Bylaw, all committees report to the Board of Directors.
It has been recognized that the Board of Directors is responsible for setting the strategic direction of the association (governance) and staff is responsible for meeting the goals set by the directors (operations).
In the same way that directors and staff have their roles to play in the smooth running of the association, so too do committees. Under the new governance structure, there are three kinds of committees at RAHB:
- those which exist because of regulatory requirements – Arbitration, Discipline and Professional Standards (standing committees);
- those which support the work of the Board of Directors – Governance and Bylaw, Audit, Finance MLS® and Nomination (board committees); and
- those which support the operations of the association – Communications, Government Relations, charity task forces, etc. (operational committees).
The current Bylaw would require all these committees to report to the Board of Directors, while the practice under the new structure is that operational committees report to the CEO (who reports to the Board of Directors) and standing and board committees report to the Board of Directors.
It is generally recognized that having committees and their structures entrenched in an organization’s bylaw is cumbersome and doesn’t allow for immediate changes that may be required due to changing circumstances. Removing both board and operational committees’ mandates from the Bylaw and placing them in the Board of Directors Manual or Operational Manual would allow the Directors and the CEO to make changes to committee mandates and structures as required.
Qualities of a Director of the Board
How do you know what to look for when you vote for four candidates to become RAHB Directors?
Here is a partial list of what is expected of a Director of the RAHB Board:
- Demonstrates an understanding of the distinction between governance (what the Board of Directors does) and management (what the staff do) and acts appropriately in a governance role.
- Understands the Association’s mission and strategic plan and is able to evaluate and provide insight into strategic direction.
- Contributes to the achievement of the Association’s objectives by effectively applying knowledge, experience and expertise to the issues confronting the Association.
- Provides insights into Board effectiveness and identifies opportunities to enhance Board application of governance models and theoretical frameworks.
- Demonstrates adequate knowledge of the profession to understand and question the assumptions upon which the Association’s business plans are based.
- Demonstrates sufficient knowledge of financial matters to judge financial indicators of the Association’s performance,
- Appropriately questions and discusses data and information presented to the Board for its deliberations.
- Demonstrates an ability to identify the costs, benefits and risk implications of Board decisions.
These and other requirements of a Director of the RAHB Board are part of the RAHB Election package which will be circulated to all members.
RAHB Election Schedule
November 12
Members will receive Slate of Candidates
November 20, 21 and 22
Electronic Voting (available 8:30 a.m. to 4:30 p.m.)
November 23 – 9:00 a.m.
Final date and time for depositing proxies at the Association Office
November 27
Election Meeting for the 2013 Directors of the Board
Royal Botanical Gardens
8:30 a.m. Registration/Continental Breakfast
9:00 a.m. Meeting begins