The Board has completed its governance review and recommended changes leave ultimate control in the hands of the same Members. To quote The Who, “ Meet the new boss. Same as the old boss.”
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In an effort to allay concerns related to its governance, the Members – the effective controlling body of CDNIS and its Board of Governors – has announced proposed changes to its governance structure. However, the same people will retain control and the earliest possible exit of the controlling-lifetime Members will be 2030.
Members uber alles
The number of members will be reduced from a max 25 to a max of 15, further narrowing their small circle of control. They will “be responsible for appointing auditors and approving audited financial statements,” a function that would normally rest with the Board of Governors in other institutions.
“The Members will also oversee final review and approval of new Governor nominees and make existential decisions about the School.”
The lifetime Member-ship will be limited…to 15 years. Current members will not count their 20 plus years in the Members and will theoretically be required to “retire within the next 15 years,” allegedly to “preserve institutional memory and celebrate the School’s legacy.” Given the following powers accorded to the Members to “make amendments to the Articles as part of a continous [sic] improvement process as they see fit or after taking into consideration the recommendations of the Board,” they can amend the articles to extend their lifetime as membership, should they live that long.
Governors by our leave
There is no change in their ultimate control of who gets on the Board. “In future, it is proposed that Members may still reject prospective new Governor nominees (as this is the governance roles of the Members), but it will require a two-thirds majority vote.” This approval will be of the reduced small circle of Member voters, with the only two dissenting members having quit the Members last November.
The Board – Responsibilities, sort of powers
The new Board will be purged of ex-officio Governors, cutting ties to the broader Canadian community. The Canadian Club and Canadian Chamber of Commerce were pushed off last year by the Members so they could re-elect Kennedy Liu as Chair, who later had to resign under pressure at the means of his re-election. The proposed changes would remove all ex-officio seats, including that of the Canadian Consul-General’s representative.
The changes state that “The Board of Governors has fiduciary responsibility for finances of the School, including overseeing operating budget, preserving capital assets and endowments, and deciding how and when to generate income.” However, the power of audit will lie with Members.
Theoretically, “The Board appoints, evaluates and sets compensation for Head of School (HOS) and approves the recommendations in respect of the appointment, evaluation and compensation for the Senior Administrators who report directly to the HOS.” However, the last HoS was chosen by the members and announced by their Chairman, Kennedy Liu, who bypassed the established hiring committee to announce the current HoS, regardless of his lack of Ontario, IB or classroom experience.
Old school style
What has not changed is the opacity of the Members and how they operate, without minutes or record of their activities. Request for such are met with derision. The attitude of the Members towards modern ideas such as stakeholders was outlined in their comments to the Globe and Mail (then Chairman Richard Wong would be “happy to see some of his parental adversaries go. “If those people’s leaving will help, I don’t mind,” Mr. Wong said.”) Member Spencer Lee is the author of the Chinese Canadian Association newsletter, one ex-officio body not pushed off the Board earlier. He writes, on explaining how the school is run:
“This means that the Members are collectively, the legal owners of the School but are holding the same as trustees for charity for education.
The parents are important stakeholders of the School but they don’t own the School.
An Old CDNIS Hand”
Old indeed. The message to parents is clear.
The proposed changes were worked out with Dr Marc Frankel, an expert who was recommended by the protesting Governors and Members who resigned in November. It remains to be seen if, when adopted, they will pass muster with the Council of International Schools who have as of yet to accredit the school.