1. Title of Resolution:

CBA Bylaw Amendment – Board Composition

2. Estimated cost of implementation to CBA:

(Including the amount of any increase in budget requirements, any potential savings, and the amount of staff time to implement the resolution) Note: National Office staff can assist in calculating implementation cost.

Increasing the Board by three members (from the current 15), will incur additional costs for in-person gatherings of the Board, an average of $1,600 per person per meeting – could be more or less depending on the location of the member (affecting transportation) and the location and length of the meeting (affecting accommodation and meal costs). Total cost approximately $10,000 per year for two in-person meetings.

Less staff time will be required for elections as most Board members will be determined by Branches and CCCA. This will be offset by more staff time to support the recruitment and appointment of Board-appointed Board members and to assist with the transition.

3. Contact person who can assist the Board of Directors to implement the Resolution:

Name: Johanne Bray, Chief Executive Officer / Tamra L. Thomson, Executive Director, Advocacy
Firm name: Canadian Bar Association, Ottawa
Telephone: (613) 237-2925 ext. 200 / (613) 237-2925 ext. 137
E-mail: johanneb@cba.org / tamrat@cba.org

4. Implementation Calendar

(List steps to be taken by the CBA to implement the Resolution and suggested dates for completion of each step)

Feb 8, 2024: Approval of Resolution

Feb 28, 2024: Communication to Board members, Branches and CCCA of March 31 deadline for positions coming vacant on August 31, 2024

Mar 2024: Branches and CCCA publish and implement process to identify Branch and CCCA representatives, for positions coming vacant.

Mar 31, 2024: Branch and CCCA identify Branch and CCCA appointed Board members

Sept 1, 2024: Board members take office

Mar 2025: New appointment process for Branch and CCCA representatives implemented for Board members whose terms end August 31, 2025

Spring 2025: New appointment process for Board-appointed Board members.

5. Indicator of Success

(The practical result which, if achieved, will show that the Resolution has been successfully implemented by the CBA.)

The proposed governance structure is implemented in full by September 1, 2025.

6. Any information not appearing on the face of the Resolution to inform the deliberations:

(Attach or link to any background papers or other documentation in addition to this form which should be submitted to the Annual Meeting with the Resolution. Attach or link to documentation in both French and English, where it exists in both official languages.)

2023 Governance Review Working Group Report and Recommendations – excerpts attached.

7. (i) Person moving Resolution:

Will be present at Annual Meeting: Yes ☒ | No ☐

Name: Scott Morishita, CBABC President
Firm name: Rice Harbut Elliott LLP, Vancouver
Telephone: (604) 682-3771      
E-mail: smorishita@rhelaw.com

7. (ii) Person seconding Resolution:

Will be present at Annual Meeting: Yes ☒ | No ☐

Name: Kelly McDermott, OBA President
Firm name: Regional Municipality of Durham-Legal Dept., Whitby
Telephone: (905) 668-4113 x2077
E-mail: kelly.mcdermott@durham.ca

7. (iii) Branch, Section, Committee or Subcommittee sponsoring resolution, if any:

Ontario Bar Association and CBA-BC Branch

8. Branches, Sections, Committees or Subcommittees directly affected by implementation of this resolution:

Board of Directors, National Section Chairs, Governance & Equality Committee, Branches, CCCA