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V Board Committees

13. Term of Office

  1. The term of office for Board Committees and Subcommittees is one year, unless otherwise provided.
  2. The Chair of a Committee or Subcommittee, except a Chair who is appointed by virtue of their office, is not eligible to hold office for more than two consecutive years unless recommended by the Governance and Equity Committee and authorized by the Board.
  3. The term of office for a Task Force is the duration of its mandate, to be set by the Board of Directors when it establishes the Task Force. (Board, 18 Jan 2024)

14. Eligibility

  1. Judicial members are eligible to be members of Board Committees, Subcommittees and Task Forces, and have the right to vote in that capacity.
  2. Student members are eligible to be members of Board Committees, Subcommittees and Task Forces, and have the right to vote in that capacity, but are not eligible to be the Chair or Vice Chair.

15. Board Committees

  1. Audit and Risk Committee
    1. Responsible to the Board of Directors, the Audit and Risk Committee:
      • Oversees the financial reporting process, audit process, system of internal controls and compliance with laws and regulations
      • Develops policies and advises Board on enterprise risk management
      • Oversees the identification, measurement and management of the Association’s principal risks, and the implementation of policies and standards for monitoring and mitigating those risks
      • Proposes auditors for the Association.
    2. Membership: Five members, two of whom are Board members and one of whom is a Finance Committee member. Members of the Committee other than the Board member and Finance Committee member serve a two-year term. The Board member may be appointed for a second term, provided they are still a Board member. The Finance Committee member may be appointed for a second term, provided they are still a Finance Committee member.
    3. Qualifications:
      Financial literacy, namely experience with or understanding of:
      • financial statements and accounting standards for large, not-for-profit organizations with complex accounting issues
      • general application of accounting standards for estimates, accruals and reserves
      • internal control over financial reporting
      • the audit committee’s functions.Knowledge of or experience in identifying, assessing and managing risk exposures of large, not-for-profit organizations.
  2. Finance Committee
    1. Responsible to the Board of Directors, the Finance Committee:
      • Develops financial policies
      • Reviews consolidated budgets and financial statements
      • Reviews, monitors and advises Board on financial health for entire Association; implements Board-approved steps to ensure same.
      • (Repealed, Board, 29 Nov 2022, in effect 1 Sep 2023)
      • Oversees the work of its subcommittees and task forces and reports to the Board on their work
    2. Membership: Seven members, including three Board members, one representative of the small Branches appointed by them, one representative of the mid-size Branches appointed by them, one representative of the large Branches appointed by them, and one CBA In-House Lawyers representative appointed by the CBA In-House Lawyers Executive Committee. A Board member is Chair of the Committee. Members of the Committee other than the Board members serve a two-year term. The Board members may be appointed for a second term, provided they are still a Board member.
    3. The small Branches are Newfoundland and Labrador, Northwest Territories, Nunavut, PEI and Yukon. The mid-size Branches are Manitoba, New Brunswick, Nova Scotia, Quebec and Saskatchewan. The large Branches are Alberta, British Columbia and Ontario.
    4. Qualifications:
      • Knowledge of Association structures.
      • Financial literacy, namely experience with or understanding of financial statements and accounting standards for large not-for-profit organizations with complex accounting issues.
      • Knowledge of financing and funding issues for large not-for-profit organizations
      • Knowledge of or experience in identifying, assessing and managing risk exposures of large not-for-profit organizations.
  3. Governance and Equity Committee
    1. Responsible to the Board of Directors, the Governance and Equity Committee:
      • Reviews the overall governance of organization and recommends changes when required, including the development of effective and transparent bylaws, regulations, policies and procedures
      • Ensures the integrity and cohesion of the Bylaws and Regulations in English and French, and advises on governance issues and questions of interpretation of the Bylaws and Regulations
      • Is accountable for implementation of equity policy and actual diversity across the Association
      • Defines, proposes and manages annual Board self-evaluation process
      • Defines and proposes criteria for Board members
      • Manages elections to the Board; analyses applications for completeness, including law society checks
      • Reviews Policy Committee composition, selection criteria and process in consultation with National Sections
      • Reviews Audit and Risk Committee and Finance Committee composition and selection criteria
      • Reviews human resources policies and practices
      • Defines, proposes and manages the selection and performance evaluation processes of the Chief Executive Officer
      • Determines and manages dispute resolution processes within governance bodies and between governance bodies and staff
      • Selects recipients of and administers the Viscount Bennett Fellowship, Hnatyshyn Award for Law, St-Laurent Award of Excellence and other awards referred by the Board
      • Oversees the work of its subcommittees and task forces and reports to the Board on their work.
    2. Membership: Eight members, five of whom are Board members. The Vice President is Chair of the Committee. Members of the Committee other than the Board members serve a two-year term. The Board members may be appointed for a second term, provided they are still a Board member.
    3. Qualifications:
      • Knowledge of Association structures
      • Knowledge of governance issues in large, diverse, member-driven, not-for-profit organization
      • Experience on board of other large not-for-profit organizations
      • Experience in developing and interpreting relevant legislation, bylaws and internal governance policies
      • Ability to support and initiate change, while helping others deal with the transition.
      • Ability and experience in equity issues through:
        • An understanding of the Association’s mandate and history in relation to equity initiatives
        • Involvement with equity initiatives at in a branch of the Association or workplace
        • Solid knowledge of equity issues and related legislation, jurisprudence, procedural justice, theory and practices
        • Knowledge of challenges faced by members of equity-deserving groups coming into contact with the justice system, or in the legal profession
        • Knowledge of or involvement in initiatives undertaken in other equity-deserving organizations
      • At least one member of the Committee must be a francophone and at least one member must be an anglophone. At least one member of the Committee must practise law in the province of Quebec. Two of the criteria may be met by the same member. (Board, 18 Jan 2024)
  4. Policy Committee
    1. Responsible to the Board of Directors, the Policy Committee:
      • Recommends policy-related priorities to the Board.
      • Engages volunteers for task forces as necessary.
      • Develops, approves or recommends policy positions, working with Sections, subcommittees and task forces.
      • Recommends to the Board on intervention proposals.
      • Oversees process for resolutions for debate at a General Meeting
      • Oversees the work of its subcommittees and task forces and reports to the Board on their work
      • “Policy” for this committee means positions of the Association dealing with law, administration of justice and public interest.
    2. Membership: Nine members, two of whom are Board members and four of whom are current or past members of Section Executives. A Board member is Chair of the Committee. Members of the Committee other than the Board members serve a two-year term. The Board members may be appointed for a second term, provided they are still a Board member. 
    3. Qualifications:
      • Experience in the law reform or government relations work of a Section (national or branch).
      • Experience in policy development, law reform, test case development or government relations.
      • Ability to understand and evaluate complex ideas and information and to exercise sound judgment in making decisions.
      • Ability to foster open communications.
      • Ability to comprehend written documents in English and French an asset. (Board; 9 Jan 2018, 8 Mar 2018, 21 Jun 2018, 24 Jan 2022, 29 Nov 2022, 8 Feb 2023 in effect 1 Sep 2023, 18 Jan 2024)