The Annual General Meeting (AGM) of the PDAC was held on March 1, 2015 at the PDAC International Convention, Tradeshow & Investors Exchange and included a number of by-law amendments designed to modernize and improve the association’s governance. All of the proposed changes seek to improve the governance of the association for the benefit of the membership.
In the mid-1970s, the size of the PDAC’s Board of Directors was increased from 16 to 48 members. The PDAC staff at that time consisted of one person and much of the work of the PDAC was done by the directors and other volunteers. There was no email at the time and no teleconferencing capabilities. Director’s meetings were held once a month, and at any one time typically no more than one-third of the directors attended.
Today the association has a full complement of staff and unlike the mid-1970s there is email, teleconferencing capabilities, laptops, tablets and smart phones. A fixed board size of 48 is no longer appropriate or necessary, however, the association does require the right number of directors within the range of 12 to 50 Directors – as specified by the association’s by-laws - to populate its committees and support the PDAC’s strategic plan. For these reasons, the PDAC Board of Directors passed a motion at the 2015 AGM this past March that will empower the governing body of the association to regulate itself and adjust its numbers on a go-forward basis as the PDAC evolves over time.
Two further revisions passed at the AGM relate to the amalgamation of the nominating and governance committees, which is solely for purposes of greater efficiency and the removal of policy and procedural text related to the two aforementioned committees. The text is redundant post-amalgamation and is more appropriately dealt with in a policy and procedures manual rather than embedded in the association’s by-Laws.
Substantive changes include:
Section 3.2 (amended): Providing the Board with the authority to set the size of the board within the specified range rather than the Membership;
Section 3.7 (removed): Removal of the detailed nominating and voting procedure from the by-laws, this will become a policy/procedure approved by the Board;
Section 6.1 (amended): Combining the nominating and governance committees.
The PDAC Board of Director’s role is specific. PDAC management reports to the board of directors which formulates and establishes the association’s strategic plan and policies, as well as providing oversight and direction to management.