1. Title of Resolution:
Rescind Section 54 Of Bylaw No. 1
2. Proposing Entity:
Board of Directors
3. (i) Person moving Resolution:
Will be present at Annual Meeting: Yes
Name: Bianca Kratt, K.C.
Firm name: President, Canadian Bar Association
E-mail: president@cba.org
3. (ii) Person seconding Resolution:
Will be present at Annual Meeting: Yes
Name: Loreley Chekay
Firm name: Vice-president, Canadian Bar Association
E-mail: president@cba.org
4. Governance Alignment Statement:
(Outline how the resolution supports or advances the Association’s strategic plan, values, and mission—See Strategic Direction for the CBA below.)
This resolution directly aligns with our strategic pillar of enhancing internal cohesion. By requiring advance notice for all resolutions and ensuring all resolutions go through the same governance processes, this change strengthens democratic governance processes and ensures transparency in decision-making. The resolution advances responsible stewardship by enabling proper vetting of all proposals against the CBA's core priorities before member consideration. This ensures that all resolutions brought to the membership are strategically aligned with our mission to improve the law, promote equity, and represent the legal profession effectively and are in compliance with CBA bylaw, regulations and policies.
5. Benefits and Impacts:
(Describe the expected outcomes and effects this resolution will have on the legal profession, public trust in the legal system, access to justice, the Rule of Law or other.)
- Enhanced transparency: All members will have advance access to proposed resolutions, enabling informed participation and thoughtful consideration of governance matters.
- Improved decision-making and governance: Adequate review time allows for thorough analysis of legal, operational, financial and strategic implications before voting, resulting in higher-quality outcomes.
- Reinforced trust in CBA decision-making process: Demonstrates the association’s commitment to robust governance processes, reinforcing membership and public confidence in the CBA’s ability to govern its policy making process with integrity.
- Strategic alignment: Ensures all resolutions are properly vetted for alignment with CBA priorities, preventing mission drift and protecting organizational resources and are in compliance with CBA bylaw, regulations and policies.
- Fairness and equity: Creates equal opportunity for all members and groups to participate in governance by providing consistent timelines and requirements for resolution submission.
- Better resource management: Allows National office to prepare comprehensive impact analyses and implementation plans, ensuring efficient use of CBA resources.
6. Estimated cost of implementation to CBA:
(Including financial and non-financial resources required such as the amount of any increase in budget requirements, and the amount of staff time to implement the resolution, volunteer time, communication needs etc.) Note: National Office staff can assist in calculating implementation cost.
Budget impact is minimal to nil, as there is no additional budget requirements anticipated.
If anything, it will lead to potential savings by reducing staff time otherwise spent on last-minute resolution processing, urgent legal, financial and strategic and operational reviews, and managing logistical challenges of floor resolutions at meetings.
One-time costs: Updating of bylaws will occur during normal document refresh cycles, resulting in no incremental costs
7. Contact person(s) who can assist in the implementation of the Resolution:
Name: Steve Levitt and Yves Faguy
Firm name: Canadian Bar Association
E-mail: stevel@cba.org; yvesf@cba.org
8. Implementation Calendar:
(List proposed steps to be taken by the CBA to implement the Resolution and suggested dates for completion of each step.)
Within 2 weeks:
- Draft updated bylaw as required
9. Indicator of Success:
(Identify practical, measurable outcomes that will indicate successful implementation.)
Key Indicators of Success: Revised Bylaw No. 1 posted on CBA website and distributed to all members within 3 weeks of passage
10. Stakeholder Identification:
(List all affected stakeholders, including other CBA groups, Branches, Sections, Committees or Subcommittees who will be directly impacted and describe how these groups may be positively or negatively affected.)
Stakeholder Group 1: Membership
Potential impact: Membership will see positive impact overall. Members will benefit from increased transparency and advance notice of all resolutions, enabling more informed participation in governance and ensuring that all resolutions go through the same process without exception. All Members and resolutions will be subject to the same submission deadlines but will gain better preparation time for AGM decisions. Some members may initially perceive this as reducing spontaneous participation, but the net effect strengthens democratic engagement through thoughtful deliberation and appropriate governance.
Stakeholder Group 2: CBA Branches and Section
Potential impact: CBA Branches and Section will see positive impact. Branch and Section executives will have clearer processes for bringing forward resolutions and adequate time to consult with their constituents. They will benefit from more predictable AGM agendas and better ability to coordinate advocacy priorities. This change supports their governance role by ensuring all resolutions receive proper consideration and review before presentation to the full membership.
Stakeholder Group 3: CBA Board of Directors and CBA National staff
Potential impact: CBA Board of Directors and CBA National staff will see positive impact with reduced operational burden. The Board can better fulfill fiduciary duties through thorough all resolutions undertaking the same governance processes. National Office staff will benefit from elimination of last-minute resolution processing, allowing proper legal review, cost analysis, and implementation planning. This reduces demands on staff during AGM preparation and enables higher-quality support for governance processes and ensures consistency and compliance with all CBA Bylaw, regulations and policies.
11. Risk Analysis:
(Outline foreseeable risks, including but not limited to operational challenges, financial, legal risks or any other barriers to implementation and proposed mitigation measures.)
Summary Table: Risks and Mitigation Strategies
| Risk Category | Description | Mitigation Strategy |
|---|---|---|
|
Perception risk |
Some members may initially perceive this as limiting democratic participation |
Clear communication emphasizing that the change enhances, not restricts, member participation by ensuring all members have equal opportunity to review and consider resolutions thoughtfully |
|
Transition risk |
Confusion during first year of implementation if members are unaccustomed to new procedures |
Comprehensive member communication campaign, through notices and proactive outreach to Branch and Section executives |
|
Emergency risk issues |
Urgent matters might arise requiring member consideration |
Board retains authority under section 12 to call Special Meetings for time-sensitive matters requiring member input |
12. 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. Attach or link to documentation in both French and English, where it exists in both official languages.)
The Board of Directors' June 5, 2025 motion directing this resolution followed governance review identifying concerns with late resolution practices. Analysis showed that late resolutions:
- Arrived without adequate supporting documentation
- Lacked proper cost analysis or implementation planning
- Sometimes conflicted with existing CBA positions or strategic priorities
- Created logistical challenges for AGM planning
- Reduced member ability to make informed decisions
Current resolution procedures: With section 54 rescinded, all resolutions will follow the notice requirements in Bylaw No. 1, ensuring consistent, fair processes for all members and groups. Process detailed in ss. 25 and 26, of the General Regulations and the CBA’s Advocacy and Public Statements Policy.
Comparative practice: Many professional associations and legal bar organizations have similar notice requirements for governance resolutions, recognizing this as a best practice in organizational governance.
Strategic Direction for the CBA:
We are the essential ally and advocate of the legal profession and guardian of the rule of law.
Our mission includes seven core priorities:
- To improve the law
- To improve the administration of justice
- To improve and promote access to justice
- To promote equity in the legal profession and the justice system
- To improve and promote the knowledge, skills, ethical standards and well-being of members of the legal profession
- To represent the legal profession nationally and internationally
- To promote the interests of the members of The Canadian Bar Association
Our Strategic Pillars:
- Meet our members’ needs
- Expand our membership
- Promote equity and justice
- Enhance our internal cohesion
