Minutes: Annual General Meeting (AGM)

Wednesday, May 7, 2008

Ottawa Congress Centre

Ottawa Ontario

4:30 p.m. Eastern Daylight Time (EDT)

1.0)  Call Meeting to Order – S. Ibaraki

The meeting was called to order by the Chair, S. Ibaraki I.S.P. at 4:30 p.m. The Chair welcomed those attending the meeting.

2.0) Approval of Previous Minutes – S. Ibaraki

It was moved by S. Posadziejewski I.S.P., seconded by Neil Lang I.S.P. and CARRIED that:

The minutes of the May 28, 2006 AGM meeting be approved as distributed.

3.0) President’s Report

S. Ibaraki presented his President’s Report.

The National Executive wishes to acknowledge the special contributions of the volunteers throughout CIPS.Their dedication, commitment, and hard workmake a substantive difference for CIPS in moving the association forward.

I also want to give special thanks to CIPS partners: Microsoft Canada, Sierra Systems, Avanade Canada, Canadian Government Executive Magazine, University of Fredericton, Athabasca University, and more for supporting CIPS and providing member value.

And I want to thank the Executive Committee and the National Office Staff for their hard work this year.

I will now summarize some ofthe highlights for the year from the President’s report.

What a great milestone that we are now celebrating CIPS’s 50th Anniversary! For the past 50 years, CIPS has been, and continues to be, the place where we connect with Information Technology (IT) colleagues from coast to coast centered on a trusted community with a common identity.

This past year, CIPS’s focus was on national and international initiatives with the aim of providing member value. The International Professionalism Practice Partnership (IP3), the new CIPS governance model, the new CIPS website and CIPS’s 50th Anniversary are just some of the initiatives that has taken centre stage for the association.

The new CIPS governance model, in particular, is a significant change and undertaking for CIPS. The new CIPS governance model brings all of the parts of the organization - national, provincial, and sections - into better alignment, which allows CIPS to make better use of its resources and move more efficiently on projects.

Like any major structural change, the implementation of the new CIPS governance model will take some time as CIPS works diligently to bring this into fruition. However, the proposed by-law changes give us a framework to work with to start the implementation of this new CIPS governance model.

Another important initiative is the UN-Founded, International Professional Practice Partnership (IP3) and the new IITP or International IT Professional designation. CIPS is an international leader with IP3 due to the dedication and hard work of Roger Hart, and support from a committed and talented team nationally and internationally. As a result, a new Canadian IT Professional designation has recently been approved that is aligned with the International Information Technology Professional (IITP) designation. And this provides an opportunity for CIPS members to receive the new Canadian IT Professional designation. As part of this new designation, we are adopting the Skills Framework for the Information Age (SFIA) and updating the CIPS Body of Knowledge (BOK).

In terms of added new member benefits, products such as books from Books24x7 and on-line reports from InfoTech Research Group have given us tools for use in our day-to-day jobs. And you are invited to receive recognition and authorship through contributions to CIPS Connections, Canadian Government Executive Magazine,IT Manager’s Connection blog and many other forums. In addition, our invited participation at the OECD Forum, IT 360, Colleges Deans of IT Summit, the Global MVP Summit, the World User Group Summit, the Strategic Architecture Forum,the Canadian Coalition for Tomorrow’s ICT Skills meeting, and many other events,created awareness about CIPS and encouraged new member participation in the organization.

CIPS partner, Microsoft, has provided us with the opportunity to network, and to share best practices through CIPS-hosted events such as the Ignite Your Career webcast series, Energize IT security tracks, MSAT initiative, academic forums, and the Community Connection workshops across Canada. The Community Connection events have been a great opportunity for CIPS to increase its profile to new members and to introduce a special new member offer as part of CIPS’s 50th Anniversary celebrations.

In addition, in partnership with the University of Fredericton, CIPS has offered members bursaries as well as a total of $50,000 in Executive Master of Business Administrationscholarships also in celebration of CIPS's 50th Anniversary.

CIPS 50th Anniversary celebrations have been occurring both locally and nationally across the country. CIPS is thankful to the Information Communications Technology Council (ICT) for sponsoring the national Gala event and dinner in Ottawa on May 8 and for other organizations who have provided support to CIPS over the years. Every member is encouraged to join in celebrating this milestone anniversary with CIPS.

Before I close, I would like to read a few thoughts from the Rt. Hon. Stephen Harper, Prime Minister of Canada: “Since 1958, CIPS has represented its membership on important issues affecting the IT industry and profession. The association has promoted high ideals of competence and ethical practices through certification, accreditation programs, and professional development. I would like to commend CIPS members for carrying out their responsibilities with integrity, expertise and professionalism. You may take pride in having earned the privilege of joining an organization that ensures its members merit the confidence and trust of those who engage professional IT services. Your efforts have made positive and lasting contributions to Canada’s economic growth and competitiveness. On behalf of the Government of Canada, please accept my best wishes for a memorable anniversary and continued success in the future.”

In closing, I would like to thank my Executive Committee (John Boufford I.S.P. who is finishing his term as Past President, Greg Lane I.S.P., Roger Hart I.S.P., Adam Cole I.S.P., Pat Gaudet I.S.P., Kerry Augustine I.S.P., and Mary Jean Kucerak); members of the National Board; Provincial Presidents; Section Presidents; Committees; Councils; Task Forces; Support Groups (and their Chairs/Vice-Chairs, and volunteer members); and the National Office Staff for their hard work this past year.

On a more personal note, it has been an honour and real privilege to serve as your CIPS President for 2007-2008 seeing the tremendous work of past presidents and the current leadership team coming to fruition for a shared vision enabling a strong future. It has certainly strengthened my respect for the challenges of the volunteer position. I have also gained considerable insight about the value of volunteering aligned with contribution, impact, purpose, and significance (which, by theway,spells CIPS). In addition, as President, you are in a unique position to see the tremendous talent resident in the entire organization, the greatest resource that exists today, and to feel the passion and commitment from CIPS members.

In summary, with a great membership base and dedicated volunteers, I know CIPS will continue to be Canada’s association for IT professionals now and for the next 50 years.

It was asked why the President has to provide a report the membership.

K. Chapman noted that the President’s Report proves that the President is held accountable for activities. This shows that he has done his job as President of the association.

4.0) Secretary/Treasurer’s Report – P. Gaudet

4.1) Approval of 2005-2006 audited statements

P. Gaudet I.S.P. reported that the audited financial statements had been included in the annual report.

It was moved by P. Gaudet, seconded by J. Boufford and CARRIED that:

The 2005-2006 audited statements be approved.

4.2) Approval of the 2006-2007 audited statements

P. Gaudet I.S.P. reported that the audited financial statements had been included in the annual report.

It was moved by P. Gaudet I.S.P., seconded by J. Boufford I.S.P. and CARRIED that:

The 2006-2007 audited statements be approved.

4.3) Appointment of Redford & Lane as auditors

It was moved by P. Gaudet I.S.P., seconded by J. Boufford I.S.P. and CARRIED that:

Redford & Lane be appointed as the Society’s auditors for 2007-2008.

5.0) Election Report – J. Boufford

J. Boufford I.S.P. indicated that CIPS continued the election process as backup in case the changes to the by-laws for the new governance structure were not approved. He thanked the Board members who continued to stand for a position.

6.0) Proposed By-Law Changes – K. Chapman

K. Chapman I.S.P. introduced himself as the Chair of the Constitution Committee. K. Chapman thanked S. Ibaraki who passed the role of Chair to him. He indicated that his role is to facilitate the discussion/decision process:

§  Will provide background information where needed/helpful.

§  Will answer questions on process and content of material prepared.

K. Chapman recognized the other members of the Constitution Committee that has prepared the motions/by-laws for members’ consideration:

§  Richard Thompson I.S.P. (Edmonton);

§  Don Duffie I.S.P. (St. John’s);

§  Mary Jean Kucerak (Executive Director from the National Office).

He also acknowledged the active participation of many stakeholders from the Governance Steering Committee, the National Executive, the Board, provincial leaders. He indicated that the by-law changes represents their collective thinking and have been approved by the CIPS National Board for presentation to the members for adoption.

K. Chapman noted that considerable background material that has been provided to members on the CIPS website and the information package that has been provided at the AGM. He indicated that in order to facilitate the decision, the by-law changes have been bundled into nine individual motions so that members do not have to consider each wording change individually. He said that no body of work is perfect and this document is no exception. Dealing with typos and very minor errors should be sent to him or M. Kucerak and we will make a note of it for the next version that is brought to the members for approval.

K. Chapman stated that Martin Kratz has given his input from a legal perspective and CIPS will undertake to incorporate that input once the association has the conceptual approval completed today.

K. Chapman gave an overview to the membership about how the motions will be dealt:

  1. Chair will read the motion in full.
  2. Chair will ask for a mover and seconder.
  3. Chair will give a brief purpose statement.
  4. Chair will ask for questions/discussion.
  5. Chair will announce the call for the question.
  6. Chair will announce the voting result for Ottawa the then will poll the remote satellite for their voting results.
  7. Executive Director will tally the voting results and they are provided.
  8. Chair will then advise if the motion is passed or defeated.

6.1)  Wording Changes/Clarity

It was moved by T. Armstrong I.S.P., seconded by J. Boufford I.S.P. and CARRIED that:

The proposed changes to By-Laws 1(b), 1(g), renumbered1(h) and 1(i), 2(a), 2(f), 2(i), 4(e), renumbered 5(r), 8(k), 9(e), 10(c), renumbered 13(f), renumbered 14(b) and renumbered 17(a) which fix previous oversights or provide clarity in wording be approved.

The motion provides clarity of wording and allows for Fellows to hold office.

6.2)  By-Law Changes – Electronic Meeting of Members

It was moved by T. Armstrong I.S.P., seconded by J. Boufford I.S.P. and CARRIED that:

The proposed addition to By-Law No. 9, specifically 9(a) and the changes to renumbered 9(g) and 9(h) that provide for electronic meeting be approved.

The addition of this clause in the By-Laws implicitly provides for member meetings and meetings of the National Board (CCITP) and Executive Committee (Council) to be held by teleconference or by other electronic means.

It was asked whether the provisions are available to members with disabilities.

K. Chapman said that no, the by-laws are not prescriptive. However, the National Board is held accountable.

6.3)  By-Law Changes – Quorum at AGM

It was moved by F. West I.S.P., seconded by R. Gatien I.S.P., with 30 for, 38 against, 15 abstentions, and DEFEATED that:

The proposed change to the re-numbered By-Law 9(e) as related to quorum be approved.

Quorum at an AGM will be reduced from 50 to 15 including not less than three National Board (CCITP) members. Members will meet to consider the President’s or Chair’s report, the audited financial statement, to appoint the Society’s auditors and to consider any proposed By-Law changes brought before them.

It was discussed that an association with a membership of 6,000 should at least be able to obtain a quorum of 50 members. A quorum of 15 members was seen as too low.

6.4)  By-Law Changes – By-Law Changes (AGM & SGM)

It was moved by R. Bachenskie I.S.P., seconded by D. Burdeyney I.S.P. and CARRIED that:

The proposed change to the re-numbered By-Laws 17 (b), 17(c) and 17(d) be approved.

The motion provides clarity to allow for the consideration of By-Law changes at either a duly called for Annual General Meeting (AGM) or Special General Meeting (SGM) of the members. The proposed change also provides clarity on the role of the Minister of Consumer and Corporate affairs in approving By-Law changes. Not all By-Law changes require Ministerial approval.

6.5)  By-Law Changes – Certification

It was moved by T. Armstrong I.S.P., seconded by S. Posadziejewski I.S.P. and CARRIED that:

The proposed change to By-Law 1(f), 2(c) and 2(g) as they relate to certification be approved

The proposed changes allow for the flexibility of the Society to award designations other than the I.S.P.

T. Hope asked what was the reason behind this by-law change.

K. Chapman said that the new CIPS professional IT designation is a prime example of something that would require provincial approval.

S. Ibaraki added that this by-law change allows CIPS the flexibility to allow this to occur.

6.6)  By-Law Changes – Sections/Provinces

It was moved by R. Penton I.S.P., seconded by G. Milos I.S.P. and CARRIED that:

The proposed changes to By-Laws 1 (a),1(e), the removal of 1(h), the proposed changes to 2(b), 2(d),8(j), 12 (a), 12 (b) title change and the removal of existing By-Law 13 relating to the removal of Local Sections from the National By-Laws be approved.

Members of the Society must be members of a Provincial Society. Sections will exist at the Provincial level based on the requirements as set out by each Province. Existing Members–at-Large will be required to become a member of a Provincial Society. The privilege of Member-at-Large will no longer be granted. Existing By-Laws 1(i) and 1(j) will be renumbered to 1(h) and 1(i) respectively. Existing By-Laws No 14 and forward will be renumbered and become By-Laws 13 and forward.