CNA s Governance Journey Canadian Nurses Association, 2013
Value Proposition For over 100 years, CNA has been the national voice of Canadian nurses to advance the profession and contribute to the health of Canadians. Through this governance review, we will further strengthen and enhance CNA s ability to carry out our mission and goals in the years ahead.
Ensuring Our Mission We are guided in all governance work by the need to carry out our objects within the Letters of Patent... to advance nursing excellence and positive health outcomes in the public interest. to promote profession-led regulation in the public interest. to act in the public interest for Canadian nursing and nurses, providing national and international leadership in nursing and health. to advocate in the public interest for a publicly funded, not-for-profit health system.
What do we mean by governance? When the Canadian Nurses Association (CNA) speaks of examining our governance, we are referring to the following: The makeup or structure of our board of directors The composition of our membership groups or classes These changes will affect who our members are at an AGM, as well as who votes and who sits at the board table. But they won t affect the day-to-day work with our jurisdictions, our specialty network and our broad stakeholder groups.
Why We Need to Change Four reasons we are dealing with governance today... 1. To comply with the new Canada Not-for-profit Corporations Act All associations in Canada must redevelop their governing and membership structures by October 2014. 2. To remain relevant and effective National member associations are undergoing enormous change to ensure relevance in the 21 st century. We want to reflect the diverse and current voices in the nursing profession as well as possible. 3. To respond to changes in the environment Decreased policy capacity in governments, provincially and federally. Increased health-system challenges. 4. To maintain long-term financial sustainability Like so many other associations, we need to maximize costeffectiveness, engage in short- and long-term financial planning and develop new business models.
Why We Need to Change The Legal Context Changes in the Environment Changes in the Association World
Requirements of the Canada Not-for-profit Corporations Act To be compliant with the new act, we must 1. Identify the membership classes or groups and the voting rights of each 2. Identify the exact number of directors or the minimum and maximum number of directors 3. Identify the number of directors who are appointed (limited to one-third or less of total board) 4. Honour that there is no proxy voting Compliance will change the look of the AGM and who sits at the board table.
CNA s Current Membership at Our Annual General Meeting CNA s members consist of the 11 provincial and territorial nursing associations and colleges. Individual registered nurses become CNA members through their jurisdictional member.
Current CNA Membership: Voting at an AGM JURISDICTIONAL MEMBERS # OF VOTES Association of Registered Nurses of British Columbia (ARNBC) 38 College and Association of Registered Nurses of Alberta (CARNA) 35 Saskatchewan Registered Nurses Association (SRNA) 12 College of Registered Nurses of Manitoba (CRNM) 15 Registered Nurses Association of Ontario (RNAO) 27 Nurses Association of New Brunswick/Association des Infirmières et Infirmiers 11 du Nouveau-Brunswick (NANB/AIINB) College of Registered Nurses of Nova Scotia (CRNNS) 12 Association of Registered Nurses of Prince Edward Island (ARNPEI) 3 Association of Registered Nurses of Newfoundland and Labrador (ARNNL) 8 Yukon Registered Nurses Association (YRNA) 2 Registered Nurses Association of Northwest Territories and Nunavut (RNANT/NU) 3 TOTAL 166
Proposed Membership Classes & Voting Structure Proposed classes and voting rights for annual meetings: Membership Vote P/T Jurisdictions 13 (possible maximum) Canadian Association of Schools of Nursing (CASN) 1 Canadian Nursing Students Association (CNSA) 1 Network (total number to be determined) Canadian Network of Nursing Specialties currently 43 The Family of Nursing Nurse Emeritus Group Independent Nurses Group Registered Psychiatric Nurses Group Licensed Practical Nurses Group Total Votes 10 votes (weighted so that each group has 20% of a single vote) 25
Membership Classes defined Any individual that comes into these new groupings would pay the same fee as current CNA members Emeritus nurses group: For retired nurses who are not able to maintain their membership in their jurisdiction Will become a new grouping under the Family Group (currently 43 groups) Independent nurses group: For those who do not have a jurisdiction to join At this time, this only applies to Quebec Will become a new grouping under the Family Group (currently 43 groups) Licensed Practical Nurses and Registered Psychiatric Nurses Groups: Will become new groupings under the Family Group (currently 43 groups)
Current Board Structure CNA has a 19-member board of directors... the president; president-elect; presidents of each of the 11 provincial and territorial nursing associations and colleges; one representative from the Canadian Nursing Students Association; two representatives from CNA s associate members; two representatives from the public; and the CEO as an ex-officio member The board is supported by advisors... the executive directors of the 11 provincial and territorial nursing associations and colleges Total board = 18 voting; CEO (non-voting) Total advisors = 10 (non-voting) (B.C. does not have an advisor)
Proposed Board Structure/Models Two Choices One to be chosen (1) Model Option A - Jurisdictional Dyad Model (2) Model Option B An All Jurisdictional Model
Proposed Board Structure/Models Model Option A - Jurisdictional Dyad Model 6 Directors (NEW) ARNBC/CARNA 1 SRNA/CRNM 1 RNANT/NU/YRNA 1 RNAO/Quebec (TBD) 1 ARNNL/CRNNS 1 ARNPEI/NANB 1 Same Public directors, based on skill-gap analysis 2 Director nominated by CNSA 1 President and president-elect 2 CNA CEO is appointed annually as a director by the board 1 Canadian Network of Nursing Specialties (i.e., associate members, affiliate members) 2 New Director nominated by CASN 1 Family of nursing (emeritus nurses group, independent nurses group, RPNs, LPNs) 1 Total 16
Model Option B An all Jurisdictional Model 11 Directors (Place holder for 13) ARNBC 1 CARNA 1 SRNA 1 CRNM 1 RNAO 1 RNANTU/NU 1 YRNA 1 ARNNL 1 CRNNS 1 ARNPEI 1 NANB 1 Same Public directors, based on skill-gap analysis 2 Director nominated by CNSA 1 President and president-elect 2 CNA CEO is appointed annually as a director by the board 1 Canadian Network of Nursing Specialties (i.e., associate members, affiliate members) 2 New Director nominated by CASN 1 Family of nursing (emeritus nurses group, independent nurses group, RPNs, LPNs) 1 Total 21
Proposed Models Maintains representation from across the country Is inclusive of the family of nursing Maintains our connection individual nurses and jurisdictions Facilitates CNA s continuing strength, visibility, relevance and service to members and to health care Offers new leadership positions for nurses as members of the CNA board Positions CNA for growth
Nomination Process for CNA Provincial/Territorial Directors The process has not been finalized, but some elements will be as follows: Criteria will be developed (e.g., RN in good standing, involvement in professional activities etc.) The board and jurisdictions will collaborate to issue the call for nominations Names coming forward from the jurisdictions will be voted on at the AGM by all members at AGM There will be separate ballot for each jurisdiction to ensure there is a director from each jurisdiction (based on the model chosen, e.g., dyad or all jurisdiction model)
What Stays the Same with these Proposed Models Each individual jurisdiction or dyad of jurisdictions has a representative on the CNA board of directors. CNA remains strong and visible. CNA maintains its connection to the individual nurse through the jurisdiction. CNA s functions and services continue.
What Changes with these Proposed Models Representation from across Canada will occur through a nominations and election process. Nominees will be nominated by nurses in their jurisdiction. Directors will be able to act in the best interests of an advocacy and professional practice organization, without the constraints of other accountabilities. New groups will be added as members at the AGM and represented at the director table, thus broadening the perspective. Voting and weighted-vote changes will occur at the AGM. Presidents and advisors will no longer sit at the board table. Directors nominated from the jurisdictions will offer new leadership opportunities for nurses across Canada.
Engagement Strategy Under the leadership of the President-Elect, Dr. Karima Velji, CNA s governance and leadership committee will develop an engagement strategy in direct collaboration with representatives of the existing board and jurisdictions Examples of new engagement strategies might include the following: A council of the jurisdictions Standing agenda items/report at jurisdictional councils Regular CNA/jurisdictional president s forum Regular CNA/jurisdictional/ED/CEO forum
Changing with the Times What CNA is doing isn t revolution It s evolution! In our 100+ year history, our association has changed its governance structure a number of times.
Governance Journey: Next Steps At the June 2013 CNA annual meeting, we will bring forward for voting the two options for the new board governance model and composition; the redefined member and member classes and annual meeting voting rights. Following the vote, the schedule will be... Summer 2013: CNA drafts bylaws November 2013 and March 2014: board reviews and refines draft bylaws June 2014 annual meeting: bylaws presented for approval October 2014: deadline to be compliant with the new notfor-profit act
Thank you!