National Council

The RCEN National Council is the voting membership at the RCEN Annual General Meeting. The by-laws governing the National Council and Board of Directors (Sections 6 and 7) are provided below.

Note: In May 2002 members of the RCEN ratified a new governance model for the network. As part of these new by-laws, all active National Caucuses and each Regional Affiliate of the network have representation on the National Council. As of today, the by-laws also provide up to 4 seats to aboriginal representatives, 4 seats to francophone representatives, and 4 seats for youth representatives. In 2002, a lottery system was used to stagger terms of office and subsequent appointments were and are now for three-year terms.

Board of Directors (BoD):

• Chair 2007: Steve Rison, Citizen Advisory for Environmental Research (Chair for 1 year)
• Vice-Chair 2007: Denise Hammel, First Nation Technical Services Advisory Group, Member at Large Representative 2006
• Treasurer 2007: Andrea Waywanko, Sierra Club of Canada – Prairie Chapter, Regional Affiliate Representative 2005
• Secretary 2007: Olivier Kolmel, Conseil régional de l’environnement-Montréal, Francophone Representative 2006
• Doug Badger, High Prairie Regional Environmental Action Committee, Aboriginal Representative 2004
• Philippe Bourke, Regroupement national des conseils régionaux en environnement, Quebec Affiliate Representative 2006
• Gretchen Fitzgerald, Sierra Club of Canada - Atlantic Chapter, Member at large Representative 2007
• Yujing Gu, Saskatchewan Environmental Society, Youth Representative 2006
• Gabrielle Kretzschmar, New Brunswick Partners in Agriculture, National Caucus Representative 2006

Regions:

• Alberta: Andrea Waywanko; Re-elected in 2005, 3-year term
• British Columbia: Steve Rison; Re-elected in 2006, 3-year term
• Manitoba: Joseph Prymak; Re-elected in 2006, 3-year term
• New Brunswick: Jean-Paul Bourque; Elected in 2006, 3-year term
• Newfoundland and Labrador: Margaret McKeon; Elected in 2007, 3-year term
• Nova Scotia: Gretchen Fitzgerald; Elected in 2007, 3-year term
• Ontario: Robert Sexsmith; Re-elected in 2005, 3-year term
• Prince Edward Island: Michael Willcock; Elected in 2007, 3-year term
• Quebec (RAAEQ): Philippe Bourke; Elected in 2006, 3-year term
• Saskatchewan: Stefania Fortugno; Elected in 2007, 3-year term
• Yukon: Kate Maddigan; Elected in 2006, 3-year term

Caucuses:

• Agriculture: Josh Brandon; Elected in 2007, 3-year term
• Atmosphere & Energy: Anna Tilman; Elected in 2005,
  3-year term
• Enviromental Planning and Assessment: Pat Moss;
  Re-elected in 2005, 3-year term
• Forest: Mark Purdon; Elected in 2006, 3-year term
• Health: David Daughton; Elected in 2006, 3-year term
• International Program: Michael Simpson; Re-elected in 2006, 3-year term
• Mining: Joan Kuyek; Elected in 2007, 3-year term
• Toxics: John Jackson, Elected in 2006, 3-year term
• Water: Lisa Fox; Elected in 2008, 3-year term
• Youth: Yujing Ju; Elected in 2006, 3-year term

Aboriginal seats:

• Doug Badger; High Prairie Regional Environmental Action Committee, Elected in 2006, 3-year term
• Tracy Coates; Sierra Club of Canada, Elected in 2006, 3-year term
• Denise Hammel; First Nation Technical Services Advisory Group, Re-elected in 2005, 3-year term
• Benjamin Powless; Youth Environmental Network, elected in 2007, 3-year term

Francophone Seats:

• Patrick Bonin; Jour de la Terre du Québec, Elected in 2007, 3-year term
• Jean-Paul Bourque; Common Front for social Justice
• Philippe Bourque; Réseau national des conseils régionaux en environnement du Québec
• Olivier Kolmel; Conseil régional de l'environnement-Montréal, Elected in 2006, 3-year term

Youth Seats:

• Yujing Gu; Saskatchewan Environmental Society, Elected in 2006, 3-year term
• Olivier Kolmel; Conseil régional de l'environnement-Montréal
• Benjamin Powless; Youth Environmental Network, Elected in 2007, 3-year term
• Michael Willcock; Student Climate Change Coalition

By-laws Governing the National Council:

SECTION 6 – NATIONAL COUNCIL

6.01 Composition and Selection
The National Council shall be composed of:

a) One individual elected or appointed by the membership of each Affiliate Network;

b) One individual elected by the membership of each active National Caucus. At no time shall the number of Caucus representative positions exceed the number of Affiliate representative positions.

c) One additional Francophone individual, elected by the National Council from among the member groups of the RCEN upon consideration of a recommendation from the Nominations
Committee;

d) One additional Aboriginal individual, elected by the National Council from among the member groups of the RCEN upon consideration of a recommendation from the Nominations Committee.

e) One additional Youth individual, aged 29 or under at the time of the election, elected by the National Council from among the member groups of the RCEN upon consideration of a recommendation from the Nominations Committee

f) Additional francophone delegate, if needed to bring Francophone representation on the National Council up to a minimum of four (4); these individuals shall be elected by the National Council from among the member groups of the RCEN upon consideration of a recommendation from the Nominations Committee.

g) Additional Aboriginal delegate, if needed to bring Aboriginal representation on the National Council up to a minimum of four (4); these individuals shall be elected by the National Council from among the member groups of the RCEN upon consideration of a recommendation from the Nominations Committee.

h) Additional Youth delegate, if needed to bring Youth representation on the National Council up to a minimum of four (4); these individuals shall be elected by the National Council from among the member groups of the RCEN upon consideration of a recommendation from the
Nominations Committee

i) In addition to the National Council members named under subsections a) to h) above, any member of the Board of Directors whose term as a Director has not expired, shall remain a member of the National Council (i.e. a Voting Delegate) by virtue of their office as a Director, for the duration of their term on the Board, whether or not the term of their original position on the National Council has expired.

6.02 Eligibility
An individual shall be eligible to be a member of the National Council provided that she/he is:

a) A member of a RCEN member group;

b) A Canadian citizen or landed immigrant;

c) A person who is not a member of the staff of the RCEN or of the staff of any of its affiliates, caucuses or committees;

d) A person who is not in the immediate family of another member of the National Council.

6.03 Term of Office
Members of the National Council shall be elected or appointed for a three year term, and shall, if qualified, be eligible for re election for one additional consecutive term. At the conclusion of the Annual General Meeting, a member whose term is expiring shall formally retire, at which point her/his successor shall take office. If no successor has been elected or appointed, the incumbent member shall continue in office until her/his successor is elected, but in no instance for more than an additional six months beyond the expiration of her/his term. The terms of office shall be staggered such that one third of the members' terms shall expire annually.

6.04 Powers and Duties
Members of the National Council shall be the Voting Delegates at all Annual General Meetings of the corporation and at Special General Meetings not requested by the membership pursuant to Section 12.02. b) of these By-laws. They shall meet annually at the Annual General Meeting.
They shall:

a) Elect one or more designated Francophone National Council members, one or more designated Aboriginal National Council members, and one or more designated Youth National Council members, in accordance with subsections 6.01.c), d), e), f), g) and h) of these By-laws;

b) Elect a Chair who shall also be Chair of the Board of Directors;

c) Elect a Board of Directors in accordance with Section 7 of these By-laws;

d) Elect or appoint a Nominations Committee as outlined in Section 9.01 of these By-laws;

e) Approve diversity and skills criteria to guide the work of the Nominations Committee in recommending candidates for the board;

f) Hear appeals, formally lodged by member groups, against decisions of the Board of Directors;

g) Make any amendments to this By-law pursuant to Section 15 hereof;

h) Generally ensure that the mission and objectives of the RCEN and its member groups are pursued;

i) Assign to the Board of Directors, by resolution, such other responsibilities as it may from time to time deem appropriate;

j) Bring the perspectives of the members of the RCEN Affiliates, Caucuses and member groups to the discussions of the National Council;

k) Act in the overall best interests of the RCEN rather than of their particular Affiliate, Caucus or member group;

l) Report on a regular basis to the bodies that have elected or appointed them;

m) Appoint the auditor.

6.05 Vacation of Office and Vacancies:

a) A member of the National Council ceases to hold office when his/her successor takes office at the conclusion of an Annual General Meeting as specified in Section 6.03 of this By-law, or when she/he dies, or ceases to be qualified according to Section 6.02, or is removed from office by a resolution passed by two thirds (2/3) of the Voting Delegates at an Annual or Special General Meeting, or when his/her letter of resignation is sent to the Corporation, or at the time specified in such letter of resignation if that time is later than when the letter was sent.

Bylaws Governing the Board of Directors

SECTION 7 – BOARD OF DIRECTORS

7.01 Composition
The Board of Directors shall consist of 9 (nine) director positions elected by the National Council from among the Council's members, to represent the mix of skills and expertise necessary for the effective governance of the RCEN and, insofar as possible within this context, a balance of Canada's geographic, cultural and linguistic diversity. Director positions shall be allocated as follows:
a) The Chair, who shall be the Chair of the National Council;
b) 1 (one) representative from a National Caucus;
c) 1 (one) representative of the Quebec affiliate;
d) 1 (one) representative from another Provincial or Territorial Affiliate;
e) 1 (one) Francophone representative
f) 1 (one) Aboriginal representative
g) 1 (one) Youth representative
h) 2 (two) additional representatives from the National Council

7.02 - Eligibility
To be eligible for election to the Board of Directors, an individual must be a member of the National Council.

7.03 Term of office
Directors shall hold office for a three year term, and shall, if qualified, be eligible for re election.
A director who has served two consecutive terms in office is not eligible for re election for one (1) year from the date at which he/she left office. At the conclusion of the Annual General Meeting, a director whose term is expiring shall formally retire, at which point her/his successor shall take office. The terms of office shall be staggered such that one third of the members' terms shall expire annually.

7.04 - Powers and Duties
The Board of Directors, with the general guidance of the National Council, shall govern and direct the activities of the Corporation for the furtherance of its Objects. Its specific duties shall include:

a) To serve as the National Council's vehicle to oversee the routine business of the RCEN;

b) To act in the best interests of the RCEN overall, not as representatives of their individual caucus or affiliate interests;

c) To select a Vice Chair, a Secretary and a Treasurer, as outlined in Section 8 of these By-laws, taking into consideration the specific mix of skills required at any given time to ensure effective governance of the RCEN;

d) To appoint such other committees as it deems necessary to support the objectives of the RCEN, pursuant to Section 9 of these By-laws;

e) Appoint, support and evaluate the national Executive Director;

f) Approve the annual operating budget of the RCEN;

g) Recommend approval of audited financial statements to the National Council;

h) Ensure that the by-law and the governance policies are current, consistent with good governance practices and respected in actual practice;

i) Lead strategic planning;

j) Approve establishment and dissolution of National Caucuses, pursuant to Section 10 of these By-laws;

k) Meet at least quarterly, including once at the Annual General Meeting;

l) Delegate management functions to the national Executive Director;

m) Ensure proper auditing and monitoring of finances, by-law and policy compliance and other activities;

n) Provide quarterly and annual reports to the National Council on its activities and finances.

o) Confirm member groups pursuant to Section 4.01.c) and suspend or expel member groups pursuant to Section 4.04.

7.05 Vacation of Office and Vacancies

a) A member of the Board of Directors ceases to hold office when his/her successor takes office at the conclusion of an Annual General Meeting as specified in Section 7.03 of these By-laws, or when she/he dies, or ceases to be qualified according to Section 7.02, or is removed from office by a resolution passed by two thirds (2/3) of the Voting Delegates at an Annual or Special General Meeting, or when his/her letter of resignation is sent to the Corporation, or at the time specified in such letter of resignation if that time is later than when the letter was sent.

b) When a director has failed to be present at three consecutive board meetings without an explanation deemed adequate by the board, the board shall notify the director and the National Council prior to the board's next meeting, and at that meeting may pass a resolution declaring that director position to be vacant. This decision may be appealed to the National Council under 6.04 f).

c) In the case of a vacancy, a new member of the Board of Directors shall be elected by the National Council to fill the vacancy, pursuant to Sections 6.04 c), 7.01 and 9.01 of this By-law. If no general meeting of the National Council is scheduled within two months of when the vacancy occurs, the Board or the Chair shall ask the National Council to vote by email, mail, or fax, on candidates suggested by the Nomination Committee. A director so elected shall hold office until the next general meeting when a regular election is held.

7.06 - Directors' Meetings and Decision Making

a) Meetings: Meetings of the Board of Directors shall be held from time to time and at any place in Canada that the Board of Directors, the Chair or any two directors may determine. There shall be at least four Directors' meetings per year. With the consent of all directors in advance, one or more directors may participate in a meeting by using a telephone or other such means of communication as ensures equal access for all directors, and permits all participants to hear each other, speak to each other directly, and participate fully in the discussion. In such a meeting, all participating directors shall be deemed to be present and part of quorum. Voting shall be outlined in subsection d) below, with each vote recorded by name by the minute-taker and verified by the director chairing the meeting. The Board shall establish the necessary procedures to ensure the security of such meetings.

b) Quorum: Quorum at any Board of Directors meeting shall be a majority of the director positions.

c) Decisions Making: The Board of Directors may make decisions at a duly called meeting of the Board of Directors at which quorum is present, or by resolution in writing unanimously affirmed by mail, email, or facsimile by all directors entitled to vote on it at a board of directors meeting.

d) Process: Directors meetings may be chaired by the Chair, Vice Chair, Treasurer or Secretary, or, in their absence, any other director chosen by the directors in attendance. Decisions of the Board of Directors, in cases where there is no consensus, shall be made by majority vote, with all directors present entitled to vote, except the director chairing the meeting. In the case of a tie, the chair of the meeting may cast the deciding vote.