Dear TESL Ontario members,

On behalf of the Board of Directors, I am delighted to be able to share with you the document to support our Governance Restructuring – the Amended Bylaws. At the November 2007 AGM, we were tasked with developing a plan to implement the Governance Restructuring. The Governance Committee immediately began work on exploring options under the guidance of our consultant, Catherine Raso. We met numerous times face-to-face, via teleconference and by email. In the process, we regularly consulted with the complete Board and have communicated with you. Your feedback has been much appreciated.

Details of the new Board structure and election of Directors was posted on our website since late June. The Amended Bylaws are the next step to establishing a more effective Board for our professional association. The Directors have unanimously supported the changes. I ask you to familiarize yourself with this document, so that you can be prepared to confirm these amended Bylaws at the AGM on Friday, November 14 at the Toronto Conference.

This vote is an important one and thus you should be given every opportunity to express your intention. If you are unable to attend the AGM, you can vote by proxy. Details will be sent to you in September.

I want to thank the entire Board, and especially the Committee members, for their vision and courage in taking this step forward. The exciting work of implementing the Governance changes, while challenging, will ultimately be worthwhile. And thus, our work continues. 

I welcome your comments and hope to see you at the AGM.

Sincerely,

Sheila Carson
TESL Ontario President

Governance Implementation Committee
June 2008 Report

The Implementation Committee has met six times since the November 2007 AGM. While the mandate appeared daunting at the beginning, much has been accomplished. The development process has allowed the committee members to gain a deeper understanding of the new governance model and realize the advantages of the new structure. The Committee’s goal was to establish a concrete structure for transition and initial operations of the newly created Board. The Board, AD Group and committees should realize further development of guidelines and procedures is needed. The process is on-going. We continue to work over the summer.

Items addressed

• Set of Policies
• Amendment of By-laws
• New Board Structure
• Guidelines for electing Directors – Recruitment & Nominations
• Terms of Reference Template
• Board Calendar for 2009

Further items for Committee

• Voting details
• Revise Position Descriptions
• Develop Terms of Reference for ADs & Operational Committees
• Confirm Policies (Legal Counsel advice)
• Confirm By-laws (Legal Counsel advice)
• Consider Member feedback on proposed restructuring
• Recommend Information gathering strategies for Board

Please consider the following summary and give us your feedback. The By-Laws and Policies are being reviewed by TESL Ontario’s lawyers and will be posted on the website with their recommendations. Acting on the assumption that the new governance structure would be supported by the membership, we are issuing a recruitment posting calling for members interested in sitting as a Director on the new Board.

This is an exciting proposal. The new structure will allow us to meet the professional challenges of the future. Thank you for your on-going support.

TESL Ontario Governance Implementation Committee
June 23, 2008

Proposed New Governance Model

Structure

• Board of directors consists of 9 members. All are Members-at-Large.
• Length of term is 3 years with staggered entry (3 directors/yr, 3 yr terms, 2 consecutive term limit)
• Positions on the Board: Chair (rather than President), Vice-Chair, Secretary, Treasurer
• Determined amongst the Board members after the AGM
• All positions are one year appointments. Only limit to serving in one of these positions is the length of the Director’s term.
• Two Standing Committees: Finance & Nominating

Meetings

• Board will meet 5 times a year, similar to current schedule. (to be re-visited in 2010)
• Chair will set agenda in collaboration with the ED
• ED will collect and provide reports from Committees, AD Group and other agencies/associations/ministries. A report template developed by ED is recommended
• Presentations to Board will be determined by need
  Guests could include reps from Operational Committees, AD Group, ERGO, EDU, CESBA, MCI, CIC, etc… but only when relevant to items on the agenda.
• Board Calendar to be established to ensure timelines and inclusiveness.
• Agenda Template established as a guideline.

Operational

• Executive Director has a leadership role
• Executive Director responsible for day-to-day operations of Association
• ED will oversee the committees and their work
• ED will oversee and manage the office staff
• ED is guided and governed by newly created Policies
• ED is accountable to the Board and reports regularly

Committees

• Will continue to exist, reporting to the ED
• Committee members will be recruited from General membership
• Terms of reference will guide committees
• Chairs will be appointed by the ED
• Will meet on a regular basis as need dictates: face-to-face, email and teleconference

Affiliate Directors Group

• Will continue to exist, reporting to the Board through the ED
• Members of the group will be nominated from the individual Affiliates
• Terms of reference will guide the group
• Rotating Chair – schedule to be established each year
• Will meet four scheduled times a year: face-to-face, email and teleconference

Proposed
TESL Ontario Organizational Chart

Board Selection Details

• Qualifications & expertise detailed for director positions.
• A call for directors would be issued in May-June of each year.
• TESL Ontario members interested in contributing their talents to the Board would respond to the call by submitting an Expression of Interest (Form developed).  All applicants encouraged to conduct Self Assessment (Form developed). 
• Nominating committee consists of current Board members as per by-laws.
• The nominations committee would assess the applicants using a specially developed rating scale. A variety matrix would be applied to illustrate fair/equitable membership representation and needed expertise (Form developed)
• All suitable candidates (for the vacant positions) would be presented to the General membership (via website & Contact).
• Voting would occur on-line, mail in and in person at the office.
• No nominations accepted at the AGM – all interested TESL members need to follow application process. No voting at the AGM.
• The newly elected Board of Directors is presented at the AGM.
• The Chair is elected by the Board at the first meeting following the AGM. This meeting would occur directly after the AGM if all new Board members present. If this is not the case, the meeting should occur within a week via teleconferencing. Vice-Chair, Secretary and Treasurer would also be selected from current Board. All positions are one year appointments. Only limit to serving in one of these positions is the length of the Director’s term.
• A Director may also hold a position on a committee, be a Chair of a committee and/or be an AD

Transitional Implementation of Structure

Ballot for this first Board

1. Set up so members can vote for all 8 positions. Current President will sit as Chair for upcoming transitional year.
2. Since 5 of the positions will be from current Board, the ballot will consist of 2 parts; List A and List B

Timeline has been developed so that membership can view the plan and structure from late-June to September. The slate would be presented to membership in September with opportunity to vote. Voting structure would be in place to occur in late October and results compiled for a November announcement and introduction at the AGM.

Report to Membership on TESL Ontario Governance Planning and Changes
April 2008

Background:
In 2006, the Board decided to review its governance structure, systems and policies for improvement and efficiencies.  The board engaged a governance consultant to review our governance through extensive surveys and interviews.  At its September 2007 meeting, upon receiving the full review, the board chose to proceed with a plan to restructure TESL Ontario’s governance, and at the November 2007 Annual General Meeting, the TESL Ontario membership gave authority to the board to proceed with the implementation of the change to the governance structure. The Governance Implementation Committee is now working very hard and presents this update to you.

Goal:
Our objective is to have the details of the new governance structure and system ready for approval at the November 2008 TESL Ontario AGM, including a slate of nominees for the newly structured board.  At this point the committee is proceeding nicely and on schedule.

Benefits of a New Governance Structure:

• The most important reason for all of this work is so that the board can better represent the TESL Ontario membership. 
• This will be accomplished by designing a board that can govern more and manage less—the current board is highly operational leaving little time for strategic work. 
• The new structure will increase role clarity, including ensuring that the role of Affiliate Directors is to truly represent the interests of the members in their affiliates. 
• This new governance structure will include a full set of board policies allowing for better overall evaluation of organizational success for the benefit of TESL Ontario members.

Some Details of the New TESL Ontario Governance:

• a smaller board, focused on governance and membership representation(from x to 9 members)
• performance criteria in the form of clear and complete board policies
• clear delegation and accountability for all TESL Ontario operations through the Executive Director

Current Work:
The Committee has already created a complete draft set of board policies, and is currently working on creating criteria for board member recruitment.  Soon we will be working on bylaw amendments and will begin to recruit for this new slate of nominees.

Your Input:
We would be very happy to hear your thoughts and questions as we engage in this important initiative on your behalf.  We may be contacted at rtilson@teslontario.org or fax 416-593-0164 or regular mail to TESL Ontario, 27 Carlton St., Suite 405, Toronto, Ontario M5B 1L2.

TESL Ontario Governance Restructuring
Presentation to the TESL Ontario Membership
For the 2007 AGM

Reasons for Governance Restructuring:

Results of the Governance Survey indicated two major issues:

1. Membership representation
2. Role Clarity

Specifically:

• The board cannot sufficiently represent the needs of the TESL Ontario membership because it lacks the time and structure to be proactive
• The Board is unable to spend more time on creating explicit strategic governance priorities because it is directing committee and staff work
• There is confusion surrounding many roles in the TESL governance structure
• The Affiliate Directors (ADs) believe that they should be representing membership needs but cannot because of demands of time spent on mandatory committee work
• The Board is rushed making decisions because of need to coordinate committee work
• TESL Ontario’s policies and practices do not sufficiently evaluate the performance of committees, staff and board

Goals for Governance Restructuring:

1. Maximize TESL Ontario’s ability to represent the interests of the membership

2. Proactive governance especially regarding clear and ongoing communication with the membership

3. Role clarity, so that all players know what is expected of them and of others

4. Sufficient time and resources to accomplish work

5. Performance criteria and a clear system for performance evaluation

6. Satisfaction that all players know how they have contributed to the success of TESL

7. Maximize contribution from individuals

8. Transparency in governance so that the role of the board is understood and communicated

Proposal

Four (4) redefined roles in the new TESL Ontario governance structure as follows:

1. Membership Representation:
   
   The newly designed Governing Board made up of 10 people will be responsible for governance of TESL Ontario
• All Board members will be elected from the membership
• Officers will include: President/Chair, President Elect/Past President, and Secretary-Treasurer.
• The rest will be members at large 
• Criteria desired include expertise, experience in TESL and vision
• The board will meet 4 times per year

2. Affiliate Directors (ADs): 12 ADs who will be responsible for:
   
   
1. Contributing to governance level, strategic issues by regularly communicating with the members in the local affiliates and bringing governance issues to the board
2. Bring back ideas on professional development (PD) at the affiliate level and networking among affiliates
• ADs will determine the number of meetings per year, as well as their format, e.g. face-to-face, conference calls, etc.
• ADs will send their meeting reports and operational and professional development issues to the Executive Director

3. Committees: 12-15 people selected from the membership

• Members of TESL Ontario will volunteer on a committee of their choice based on their interests and capabilities
• Committees will determine their own meeting schedules and frequency
• Committees will report to, and be coordinated by, the Executive Director

4. Executive Director

• The Executive Director position will be fully empowered and will be fully accountable for the work of the local boards, committees and staff of TESL

The benefits will be:

• The governing board can focus on addressing strategic issues which currently only happens in bits & pieces

• The governing board will be able to develop a Membership Representation Plan (MRP) which will fully address the needs and issues of the membership

• The board will ensure that it understands the needs of the membership as well as the key issues that have an impact the membership
• The ADs will be a critical link and conduit of information between the members in the affiliates and the governing board.
• The ADs will have more say on real membership issues because they will contribute to strategic issues based on dialogue with the governing board
• The governing board will also use other methods for communicating with the membership,  e.g. on-line surveys, focus groups, etc

• There will be reduced demand on ADs’ time, since ADs will focus on  advising the board on true governance-level membership issues

• ADs will have sufficient time and resources to consult with each other and report to local boards and the TESL Ontario board.

• There will be increased expertise on committees since committee membership won’t be mandatory based on AD status

• TESL can recruit for the 3 groups from the entire membership

• TESL members can choose to belong to any combination of the 3 groups depending on their desire for involvement

• The 3 groups don’t have to be in the same place at the same time, although they can be when the need arises

True Membership Representation:

• The governing board will have a Membership Representation Plan (MRP) that:
• creates a principled, research-driven understanding of the membership
• captures the demographics of the membership including statistical data, sectors, regions, and issues
• encourages personal communication with the membership

• The governing board will have an explicit, written formal Membership Representation Plan which would clarify and articulate the board’s commitment to continually enhancing and increasing its communication with the TESL membership. 

• The governing board will use the AD Group as one very important way, but not the only way, to keep itself informed of strategic membership issues and priorities.

• The board will use this information to determine the strategic priorities regarding benefits that TESL will provide for the membership

• The board will proactively ask the ADs to answer questions and seek issues from the membership on various topics for board consideration.

• The board will also be able to use the AD Group as a way to share information with the membership, so that communication is two-way.

• One idea is to hold an annual “Visioning Day” which would be an opportunity to address key strategic membership issues and concerns with the ADs and board together

• The board will poll members regarding issues, and will conduct a needs assessment to understand TESL members’ demands and needs

• TESL membership will benefit from education regarding the board’s expectations for membership participation and input