Moved that the Governance Framework as developed and presented at the 2010 AGM (as illustration A) be adopted and that the Constitution Committee be directed to develop the Governance Policies and By-law amendments needed to transition to the new framework. Such By-laws to be presented for adoption at a General meeting to be held not later than the 2011 AGM.
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How are the 6 appointed members selected?
ReplyDeleteThe appointed members of the Board are selected by the Nominations Committee. The appointed Directors, together with the elected Directors, must create a Board whose composition meets the diversity requirements for the Board. The diversity requirements include the following:
ReplyDelete• one elected Director from each of six regions of the country;
• elected Directors shall have been active in soccer;
• one current or former athlete and one individual currently involved in professional soccer;
• a minimum of three qualified Directors of each gender;
• required skill-sets (e.g., legal, financial, governance) that the Board needs to provide direction, stability and a certain future for the CSA;
• individuals who have the public profile and/or community connections that are necessary to attract resources to grow the sport;
• rural/urban diversity
• no Director shall hold a position on a Board of a Provincial/Territorial Association that is a member of the CSA.
It's about time; now let's see it actually happen please and thank you! Go Canadian Soccer!
ReplyDeleteCudos to the CSA: It is about time the CSA gets its house in order. I hope the reforms get implemented so we can get on with building a respectable national program. Are there plans to assist the CSA's provincial and territorial associations with making these same kind of changes?
ReplyDeleteA number of Provincial Associations within the CSA are moving in this same direction. The Saskatchewan Soccer Association (SSA) adopted this kind of governance framework two years ago and has had great success with it. The Ontario Soccer Association has also begun to make changes along these lines, and is committed to governance renewal. And a number of other provinces have begun to consider changes of this kind. The Constitution Committee drew upon the SSA model, and also the governance frameworks adopted by several other federations in the world that are comparable to Canada, notably Australia, New Zealand, Germany and the United States, in putting together the new proposed framework for the CSA. Still, it must be recognized that each jurisdiction (whether a country, province or territory) has its own history, culture and practice, and should develop a governance framework that meets its unique needs. Finally, the Committee continues to mindful of the need to respect the particular governance requirements of FIFA.
ReplyDelete*Please note that there are fourteen (14) separate sections to this blog, any one of which can be used to comment or pose a question. (Google could not incorporate all of the information into one section.) To view all of the comments and questions, please ensure that you scroll down to the end of the main page.
ReplyDeleteI understand that a clear majority of the Provincial Associations approved the new proposed governance framework but the required By-Law changes could be blocked by just two of the larger provinces. Is this true and, if so, is this fair?
ReplyDeleteIt is true that a clear majority of the Provincial Associations voted in favour of the proposed governance framework at the 2010 Annual General Meeting. However, for the framework to be fully implemented, the CSA By-laws must be amended. But to amend the By-laws requires 2/3 of the votes of the CSA membership. Because the CSA has a voting formula that gives the larger provinces a greater percentage of the votes, any two of those larger provinces can combine and command more than 1/3 of the votes; thus they can together defeat proposed By-law amendments.
ReplyDeleteWhether the CSA’s current voting formula that gives larger provinces a greater proportion of the votes is fair, is debated widely. But the requirement of 2/3 support of the membership for approval of By-law amendments is a well-established norm in sport and in other nonprofit and for profit organizations.
I have some questions:
ReplyDelete1. The 6 geographical areas in Canada means that half of the provinces in Canada will have no representation in the upper level of CSA. If this is incorrect can you let me know how many provinces will be represented?
2. Who will appoint the nomination committee and how many nominees will there be for each position?
3. When the 6 elected positions are filled who will appoint or hand pick the other 6 or 7 board members?
4. hand picking or appointing people is against all democratic processes, how will CSA ensure that there will be voice and representation from all areas in Canada?
5. Who do The people who appoint the first committee (the nomination committee) answer to?
6. Appointing or hand picking has never worked as you begin to lose touch with the people. Do you believe that this is the best way to make the CSA programs stronger?
7. Does CSA believe that anyone will appoint or handpick a person that qualifies but does not think like them or is a political adversary?
i look forward to your response.
I believe the committee does not foresee the political struggles that will occur between not only the 6 regions but within those Regions to get representation at the national level. For example between BC and the Yukon, Alberta and the Northwest Territories, Saskatchewan and Manitoba.
ReplyDeleteThis lack of representation and political struggle will further Polaris the provinces and territories.
If there are only 50% of the provinces represented how will the committee intend to convince the other 50% that what they believe is correct?... for example fee increases by imposing it?
We will answer the questions in numerical order.
ReplyDelete1. No Provincial Association will have representation on the proposed board of directors. This follows the practice in soccer organizations in other federal countries that are comparable to Canada such as Australia, New Zealand and Germany, which have experienced considerable success with this kind of framework. The goal in the case of the CSA is to have a board whose Directors bring to the board table perspectives from the different regions of Canada; this is a highly regional country with different cultures and traditions and thus different ways of looking at things. It is the hope of the Constitution Committee that the candidates who are nominated will be interested in determining what is best for soccer in Canada rather than for a particular province.
2. The Nominations Committee will be appointed by the board, according to principles that are set out in board policies governing such appointments.
3. The Nominations Committee will forward a list of nominees for the appointed positions to the board; the selection of nominees will adhere to principles regarding sport background, diversity, skill-sets, and community connections; they will not be “hand-picked”.
4. There are various processes and structures incorporated into the proposed governance framework that will provide an enhanced voice and representation from all areas of Canada. As we have indicated elsewhere in our responses, there is a variety of forms of representation, all of which the framework seeks to achieve to the optimum.
5. The members of the Nominations Committee are accountable to the board (and indirectly to the membership) for adhering to the principles created by the board governing requirements for selecting candidates.
6. The appointment of board members is actually a common practice in sport organizations across Canada and the world, including the US Soccer Federation. Today sport organizations recognize that they must achieve a balance on their boards between individuals who represent stakeholders and individuals who have professional skill-sets and access to community resources that are necessary for the organization to operate successfully in the 21st century. Some of the leading national sports commissions in the world actually recommend that all Directors on sports boards be appointed, and that candidates who have held an official position on any organization involved in the sport in the country in the past five years be ineligible. The Constitution Committee has not taken this view and instead is proposing that six (6) Directors be appointed.
7. To carry out their duties, in the new framework, Directors will be required to be independent-minded. One of their key roles will be to ask hard questions and obtain precise answers from management about the direction of the organization.
For some reason, Google inserted the questions posted on August 29, 2010 at 9:07 pm in between the blog posted on the same date at 8:47 pm (asking the seven questions) and the Committee's response. We apologize for the confusion. What follows below is the Committee's response to the questions posted on August 29, 2010 at 9:07 pm.
ReplyDeleteWe will have to address these questions in a series of blog entries.
One of the greatest challenges for the Constitution Committee has been to get people to understand how the new board of directors will operate, or what its agenda will be. It is a daunting challenge because people are naturally inclined to continue thinking along existing lines.
Were the new governance framework to make no change to the meeting agenda of the board, to the business that is discussed around the board table, frankly we would not be much further ahead by creating new board structures and processes. Indeed we would simply risk creating new “political struggles” within the regions, with one province fighting against another to get its representative elected to the board –– for the purpose of protecting and promoting its particular “interests.” What the Constitution Committee is saying is that, because the agenda of board meetings will in fact change, indeed change markedly, with the new framework, the opportunities for clashes between competing provincial interests will be significantly lessened. Lengthy discussions of program and other operational issues, which tend to be divisive because they often directly affect provincial interests, will be moved from the board table to the jurisdiction of operational committees. And the Board will become engaged collectively in carrying out its key governance functions.
What are these key governance functions, which have little to do with competing provincial interests and more to do with the greater interest of growing soccer in our country? A critically important one is the oversight function –- where, for example, everyone around the table is posing hard questions to the General Secretary (and where necessary, the senior technical staff) about the performance of the national teams or the delivery of technical programs, about progress that is being made on the delivery of the business side of the strategic plan, about whether or not management is effectively pursuing partnerships that generate new streams of revenue for the organization.
The board discussion will be focused, because answers will be sought directly from management and the reference point for everyone in the room will be the CSA’s strategic plan, and the organization’s success in realizing its vision. The focus will be on the opportunities ahead, not on lengthy, detailed reports from program committees dealing largely with activities in the past. There will be clearer direction for the organization, and the board will establish measurements of success for every aspect of the organization’s performance, and in particular the success of its national teams and its technical programs. To measure success, of course, board members will have to understand what it is measuring and also what constitutes success –– which means that they will have to know the sport and the game, and the culture.
A second critical function performed by the board under the new framework, a quite different but equally vital function, is policy development. In the years ahead the board of the CSA, like boards of other national sports organizations in Canada and across the world, will have to deal with a whole range of new challenges that it has never dealt with before –– and it will need to use every ounce of its collective talent and energy to do so successfully. Those challenges include the growing influence of government sport policy, new regulations and legislation pertaining to organizational reporting requirements, the imposition of prescribed governance guidelines by governments, the impact of increased competition from other sports, the growing expectations of stakeholder groups for transparency, accountability and performance, changing standards for government funding to sport organizations, marketing challenges for sport organizations in the global sport marketplace, and an environment of enhanced risk and the ever-arising prospect of lawsuits.
ReplyDeleteSuch challenges are already bearing in on the CSA, and the board, in the coming years, will have to collectively and carefully deal with them. Management can make some decisions at the operational level but it will require the direction of the Board –– provided by policies and strategies.
We have warm thoughts about the days when a board could afford to spend the lion’s share of its time in meetings engaging in protracted discussions about detailed program issues. But that era is passing and sport boards are now forced to spend their time strategizing and finding partners to build a future for their organizations –– while always providing the necessary oversight of management’s performance in generating outcomes in their signature program areas.
As a passionate soccer player, coach, parent and spectator I am very excited that CSA governance reform may occur. I do have a few questions…
ReplyDelete1. It would seem the nominations committee has a lot of power. How does it connect to the common individual CSA member?
2. Can you explain more about the change to a ‘policy board’. How will that change the day to day operations that affect CSA members?
3. In countries like the UK and Australia when the national soccer organization was dysfunctional due to antiquated governance structures their federal governments cared enough to facilitate and mandate evolving structures. Is there any chance that will happen in Canada if the bylaws are not passed with a 2/3 majority?
4. In your blog response to the question about provincial governance reform you highlighted a couple of provinces. Is there any mechanism in place that can increase that number? Can the CSA work with Sport Canada or the Federal Provincial Territorial Sport Council to address the debilitating issue of provincial governance in Canadian soccer? (see AB or recent BC election etc…)
That’s it for now, however ultimately to improve Canadian soccer the issue of governance at the local district or regional level needs to be addressed as the problem starts locally.
I look forward to your response… good luck!
We will answer the questions in order.
ReplyDelete1. The Nominations Committee actually does not possess an inordinate amount of power. Its main job is selection of candidates for the six appointed Board positions. But it exercises that power within established limits. The CSA’s Governance Policies will set out specific requirements that must be met by the Committee in its selection, and the board can overturn the selected candidates if these requirements are not met. The intent of this style of Nominations Committee is to achieve a balance between accountability and independence: the Committee consists of five (5) members, three (3) of which are independent –– which means that at the time of their appointment they are not an officer, director or employee of a Provincial/Territorial Association of the CSA.
2. A “policy board” sets policies that provide a framework for its decision-making and planning. Policies are long-term and broad so that decision-making and planning are results-oriented and emphasize continuity. Management is responsible for operations, and develops and delivers programs and services based on Board policies, plans and decisions. The current CSA board meets the definition of a “traditional board”, which is directly involved in operations through its standing committees. It spends most of its time monitoring and discussing program-related issues raised in these committees. And it tends to make decisions on matters as they arise, rather than on the basis of strategy or policy.
With the new governance framework, day-to-day operations will come completely under the control of the CSA’s management. The board will have standing committees but they will assist the board in performing its policy, planning and oversight functions. The current board’s responsibilities for program, carried out by its executive members who chair the standing committees, will now pass to management/staff. The impact of this change on the CSA membership is that Provincial Associations will now be able to hold management fully and directly accountable for decisions and plans in program areas that affect them. With the current structure, it is not clear whether management or the board is accountable.
3. It is true that the UK and Australian governments did step in and create commissions of inquiry to deal with situations of dysfunctional governance in their respective national soccer organizations. So did the US government with the US Olympic organization. But governments normally don’t like to intervene in the affairs of sport organizations and are inclined to let them try to sort out their own challenges. The Constitution Committee in fact sees little value in speculating about what action government might take if the governance framework that is proposed for the CSA fails. Rather it is committed to doing everything in its capacity to help the CSA and its membership make decisions about governance in an informed and consensual way.
4. When the Government of Australia mandated change to the country’s national soccer organization in 2003, the governance framework that was implemented required virtually identical structures to be created at the national and state levels. There is no “mechanism in place” that can enforce the same rule in Canada. And the Constitution Committee has not discussed such a structure at all.
Is there a "term" for each director and the Borad as a whole? How often must the BOD meet? How is the Operational Management appointed? Who ultimately approves the CSA Operational Annual Budget?
ReplyDeleteUnder the new governance framework, the term for elected and appointed Directors will be three years. The board as a whole does not have a term because the terms of the Directors are staggered; it would be harmful to the board to have all of the Directors turn over at the same time.
ReplyDeleteThe board must decide how often it wishes to meet. Currently the CSA By-laws require that the board meet a minimum of three times per year. The frequency of meetings is limited because the board is drawn from across the country. On the other hand, the board has to meet sufficiently often to be able to carry out all of its responsibilities. Other national sport organizations in Canada have dealt with the distance problem by conducting board meetings using conference calls or other communication technologies.
The board has one employee, the General Secretary, whom it hires, evaluates and, if necessary, dismisses. The process by which the senior technical staff and the National Team coaches are appointed will be set out in the CSA’s Governance Policies.
The board approves the annual operating budget. This is standard practice for national sport organizations and most other nonprofit and for-profit organizations today. Approving a budget and ensuring that management is on track with its budget plan are two of the board’s most important oversight responsibilities. The budget is, of course, not constructed out of thin air; rather the board provides the financial resources that management has clearly demonstrated are required to carry out the priorities identified in the annual operating plan.
Is there a timeframe in place for the "new" board to be constituted?
ReplyDeleteWhat process will the nominations committee adopt to recruit the independent directors?
Thank you for setting up this website - it is a very good idea.
Before any changes are made to the Board structure and to the other related organizational processes, bylaw amendments that implement these changes must be approved by the membership of the Association. A motion was passed at the May 2010 Annual General Meeting requiring that proposals for the amendment of the bylaws be presented to a general meeting of the Association at the latest by May 2011.
ReplyDeleteRegarding your question about the recruitment process, as we have indicated in one of our earliest posts, the Nominations Committee will be recruiting candidates for the appointed positions on the Board who collectively have the sport background, the skill sets, the diversity, and the community connections that are necessary for the Board to be successful in its work. The Nominations Committee will need to devise strategies to ensure that it reaches into places, both inside and beyond the soccer community, where it can find the most qualified people to create a strong Board.
We are pleased to have the opportunity afforded by modern technology to communicate directly with those people in our soccer community who really want to learn about and thoughtfully discuss ways in which we can strengthen the national organization that governs our sport. Please encourage others to participate in this conversation as we move forward.
Has there been a date chosen for the AGM to approve the bylaw amendments?
ReplyDeleteYes, a Special General Meeting has been called for Saturday, February 5, 2011, for the purpose of considering revisions to the CSA Bylaws that are necessary to implement a framework for governance change.
ReplyDeleteNow that the vote has passed (congratulations, by the way!), is there a specific process in place to recruit/find the new board of directors?
ReplyDeleteThe Constitution Committee is very pleased with the outcome of the CSA’s SGM last weekend in Ottawa, when the CSA membership approved a set of bylaws that will create a new Board of Directors and a new governance structure for the organization by 2012. Perhaps the most important thing about the outcome of the SGM, not emphasized sufficiently by some observers, was that it was the result of the unanimous agreement of the CSA membership. The achievement of unanimity by a people or an organization is not common at the best of times and, in the case of the CSA, it is to be celebrated as evidence that the organization is truly committed to moving forward with governance renewal.
ReplyDeleteOne of the tasks for the Constitution Committee in the immediate months ahead will be to put in place the process for recruiting Directors for the new Board. There is much work to be done and the time will pass quickly. As soon as the May 2011 AGM is completed, we will be discussing plans for nation-wide advertisement for the elected positions on the Board. Further, a Nominations Committee will be created, consisting of two Directors and three independents, whose task will be to start looking for candidates to fill the appointed positions on the Board. The bylaws require that the Nominations Committee appoint candidates who together give the Board the kind of diversity (e.g., gender representation, corporate leadership, professional skill-sets) that it needs to provide the CSA with the leadership that it needs in today’s world.
I may have missed soemthing or, indeed, misunderstood the intentions of process, but have the reform initiatives been side tracked? It appears that there has been no tangible or material change in the board composition.
ReplyDeleteNo, you haven’t missed anything. The reform initiatives have not been sidetracked. The Bylaws implementing a slightly modified version of this structure were approved by the CSA membership at the 2011 Annual General Meeting but are not to come into effect until the 2012 Annual General Meeting. The Board’s composition will change at the time so that the Board will consist of an elected President, 6 elected Directors and 6 appointed (independent) Directors. There is, of course, much more work to be done in implementing the new structures and processes. We are grateful to the CSA membership and to the larger soccer community in Canada who have supported the governance renewal initiative. Without that support change would not have been possible.
ReplyDelete