EXECUTIVE COMMITTEE - JANUARY 18, 2017
The Committee adopted a resolution to concur in the recommendation contained in the report.
Mayor Michael Fougere, Councillors: Bob Hawkins (Chairperson), Sharron Bryce, Lori Bresciani, John Findura, Jason Mancinelli, Joel Murray, Mike O’Donnell, Andrew Stevens and Barbara Young were present during consideration of this report by the Executive Committee.
The Executive Committee, at the PRIVATE session of its meeting held on January 18, 2017, considered the following report from the Administration:
RECOMMENDATION
That the Chief Financial Officer, as the City’s proxy, be authorized to exercise the City’s voting rights in Buffalo Pound at the upcoming membership meeting to elect the following individuals to the Board of Directors:
Ben Boots - 3 year term expiring 2020
Daryl Posehn - 3 year term expiring 2020
CONCLUSION
The City of Regina and the City of Moose Jaw are the voting membership holders of Buffalo Pound. Pursuant to the Unanimous Membership Agreement between the two Cities, each must exercise their voting rights at a membership meeting to appoint members to the Board of Directors as have been recommended by the Governance and Nominating Committee. There are two positions on Buffalo Pound’s Board of Directors to be filled.
The Administration requires delegated authority from City Council in order to exercise the City’s voting rights at a membership meeting in accordance with the direction provided by City Council.
BACKGROUND
Effective January 1, 2016, Buffalo Pound Water Treatment Corporation (“Buffalo Pound”) was incorporated under The Non-profit Corporations Act, 1995 (Saskatchewan) (the “Act”), with the City of Regina and City of Moose Jaw being the voting members.
Pursuant to a Unanimous Membership Agreement between the two Cities, directors of Buffalo Pound are to be nominated by a Governance and Nominating Committee which consists of two members of the current Board and the City Managers (or appointee) from each City. Once a slate of candidates is put forward by the Governance and Nominating Committee, each City Council may vote to appoint the slate of candidates or direct that the Governance and Nominating Committee bring forward an alternative slate of candidates. If the two Cities cannot agree to appoint the slate of candidates being proposed after two attempts, then a final slate of candidates will be brought forward to each Council, but only the approval of the City of Regina will be required, as the City of Regina is the majority membership owner.
DISCUSSION
The Articles of Incorporation and Unanimous Member Agreement in place relating to Buffalo Pound provide for a Board of Directors that is structured as follows:
a) 5 to 9 voting directors that are nominated by the Governance/Nominating Committee;
As part of the transitional Board appointed pursuant to the Unanimous Member Agreement, the previous Board members Derrick Bellows, Chuck McDonald and Josh Mickleborough were appointed to serve as the Board in 2016 until the Governance and Nominations process could be completed to ensure an orderly transition from the former three member operational Board to a skills-based professional board.
In June 2016, the Governance and Nominating Committee recommended that:
(1) In order to ensure a proper transition and staggering of terms, two of the three existing board members, Derrick Bellows and Josh Mickleborough, will have their one year appointments extended to the Annual General Meeting (AGM) expected to be held in April, 2017. The third existing member, Chuck McDonald, is recommended to be appointed for a two-year term.
(2) Three new members be appointed. One for a two year term, coinciding with that of Chuck McDonald. The other two will be appointed for a three year term.
(3) As those terms expire, future appointments will be made on a three year basis. To facilitate the on-going transition, it is expected that additional appointments will be made at next spring’s AGM. Candidates who have submitted their applications in the current recruitment will be considered at that time.
The resulting Board of Directors was comprised of:
Derrick Bellows - term expires 2017
Josh Mickleborough - term expires 2017
Chuck McDonald - term expire 2018
Dave Richards - term expires 2018
Judy May - term expires 2019
Dale Schoffer - term expires 2019
As outlined above the Governance and Nominating Committee has identified the following individuals as desirable appointees to the board of directors replacing Mr. Bellows and Mr. Mickleborough in April 2017:
Ben Boots - 3 year term expiring 2020
Daryl Posehn - 3 year term expiring 2020
This report is seeking delegated authority to exercise the City’s voting rights to fill the necessary positions on the Board of Directors.
RECOMMENDATION IMPLICATIONS
Financial Implications
None with respect to this report.
Environmental Implications
None with regard to this report.
Strategic Implications
The presence of a professional and qualified Board of Directors will ensure that proper corporate oversight is present to support the stewardship and management of key assets going forward.
Other Implications
None with regards to this report
Accessibility Implications
None with regards to this report
COMMUNICATIONS
After all Board appointments are finalized, Buffalo Pound will notify the successful appointees.
DELEGATED AUTHORITY
The recommendations contained in this report require City Council for approval.
Respectfully submitted,
EXECUTIVE COMMITTEE
Jim Nicol, Secretary