Board Composition Amendment

Message from the President, August 2018

As most of you are aware by now, the board of directors is proposing a number of changes to the CPA’s governance structure and bylaws. Over the past six months, we created several opportunities for member input in an effort to invite feedback and ensure members are well informed of the proposed changes. A detailed description of these proposed changes and their rationale was posted on the CPA website by Dr. Patrick Baillie, CPA past president, in May. Dr. Baillie’s post is still available on the CPA’s website as both a video and a written script. This was followed by a virtual town hall on May 30 to ensure members had the opportunity to pose questions, seek clarification, and provide feedback. A conversation hour was also held at the International Congress of Applied Psychology (ICAP) in Montreal in June; as the membership knows, the CPA hosted ICAP 2018, which incorporated CPA convention programming. The conversation hour gave those in attendance an opportunity for face-to-face conversation with the board.

If you didn’t have an opportunity to participate in either the virtual town hall or the ICAP conversation session, another final virtual town hall will be held September 21 at 1:00 pm Eastern time. I strongly encourage you to register to share your views and ask any questions. Views and questions can also be shared any time by writing or emailing any member of the board through the CPA head office ( It’s critical that we hear from you to ensure that all views, both “for” and “against,” are represented and considered by all of us who have the opportunity to exercise our vote. After all, the CPA is our organization and its future can only be shaped by our collective efforts, views, and needs.

The vote on the proposed by-law changes will take place via a virtual special meeting on October 19, 2018 from 1:00 to 2:00 pm Eastern time. All information about the virtual special meeting and how to join it, including the proposed bylaw amendments themselves, will be communicated to the membership 21 days in advance.

To recap, there are five proposed changes.

  1. The first is to create a council of sections comprised of the 32 section chairs and supported by a CPA staff liaison. Funds would be made available to ensure the council is able to hold virtual meetings at least five times per year to discuss emerging issues and concerns. The council would elect a chair from its members who would serve as a member of the board.

    To date, there has been strong support for this recommendation. Those who have shared their views have noted that the sections are a core constituency of the association and any recommendation that enhances section engagement and representation at the governance level is bound to benefit the membership.

  2. The second is to elect the president from amongst sitting members of the board through board nomination and vote. This is intended to address two concerns. The first is that in in the past 10 years, the position of president has been acclaimed eight times. In fact, in some years the deadline for nominations had to be extended to secure a willing candidate. Secondly, nominating candidates from sitting members of the board that have been elected by the membership ensures the president has sufficient experience and familiarity with issues facing the organization once the presidential year begins. This would reduce the rather steep learning curve that exists currently.

    It’s fair to say that of those who have offered feedback (about 40-50 members, including former presidents), the majority have expressed opposition to this recommendation. The central concern is that such a structure does not allow the membership the opportunity to have a direct say in the selection of the president and, as such, has the potential to lead to member disengagement. There is no question that member engagement is critical. The challenge before us is finding a balance between preserving member engagement and ensuring the newly elected president has sufficient experience and familiarity with issues facing the association that would allow the individual to hit the ground running. It was also thought that there may be more interest in the presidency among an already knowledgeable board member than there appears to be currently among the general membership.

  3. The third is to reduce the number of designated seats on the board. In the proposed structure the board would comprise two presidential officers (current and past), three directors representing the three pillars of the CPA (science, education and practice), five directors at-large (nominations for these positions would reflect competency needs of the board, geography, gender, sub-discipline interests, language, etc.), a student member, and the chair of council of sections.
    The response to this recommendation has been mixed. Some have spoken in favour of ensuring that seats are protected for certain constituencies (e.g., Master’s level practitioners and lecturers, Francophone members, etc.), while others see value in nominations being guided by a competency-based matrix that reflects the needs of the association in any given year.
  4. The fourth recommendation is to create up to four non-voting partner seats for representatives of the Canadian Council of Professional Psychology Programs (CCPPP), the Council of Canadian Departments of Psychology (CCDP), the Canadian Society for Brain, Behaviour and Cognitive Science (CSBBCS), and the Council of Professional Associations of Psychologists (CPAP). Currently, these organizations hold designated voting seats on the board populated by a member selected by the respective organization from amongst its own members.

    This has been one of the more contentious recommendations, with a number of individuals and several members of three of the groups expressing strong opposition. The recommendation stemmed from advice given to the board by three independent governance experts who noted that the current board structure does not reflect best-practices in board governance in managing potential conflict of interest and relationships with partner organizations. Legal counsel for the CPA has identified some of these potential conflicts and, while their severity differs across the four current partner organizations, the board has accepted advice regarding equal treatment of these valued partners. Reserving designated seats for partner groups means that these board members are not elected directly by the membership and do not fully represent the CPA’s membership. Specifically, of the 72 existing members of CCDP, only 16 are CPA members; of approximately 400 CSBBCS members, only 132 are CPA members; and of 6,798 CPAP members, only 1,578 are CPA members.

    The objection to the second proposal – having the president, who is a member of the board elected by the membership, be elected to the presidential office by the board – is that the membership should elect the president directly. This concern, namely that members of the board should be elected by the membership, actually supports this fourth recommendation that voting seats should be for those elected by the membership to represent their interests. In our current board structure, which reserves voting seats for external partners, CPA members do not elect approximately 1/3 of the CPA’s board seats.

  5. The final recommendation is to implement term limits on all board seats. Specifically, the board is recommending board members be limited to two consecutive terms of three years each. This ensures the board is infused with fresh and diverse perspectives, while maximizing the potential for the board to reflect the full scope of required competencies needed for optimal functioning.

To date, no concerns have been expressed in response to this recommendation.


Dr. Baillie’s video message and accompanying transcript provide a detailed summary of the rationale for the proposed changes. I would encourage you to review these if you haven’t had a chance to do so.

The final virtual town hall is fast approaching. I hope that you will take time to register and participate. Your voice and views are important, as is your vote.

Samuel F. Mikail, PhD, C. Psych., ABPP
President (2018-2019)
Canadian Psychological Association

Message from the President, May 2018

On April 20, on behalf of its Board of Directors, the Canadian Psychological Association (CPA) sent out an email regarding the cancellation of a virtual special meeting that had been scheduled for April 25. The meeting was to discuss and vote on proposed amendments to the bylaws of CPA that have been approved by the Board. I am writing now to follow up from that communication and to let you know our plan for moving ahead with updating the bylaws.

One of the key reasons that the Board opted to cancel the special meeting was that we had received a significant amount of feedback (and concern) that members did not have sufficient information to understand why the changes were being proposed and did not have sufficient time to consider the changes. I am more than willing to try to fill the gap regarding information and, as you will see, we have opted to extend the timeline for discussion, further revision, and, we hope, approval of the new bylaws.

Over the past two years, the Board has received input from a review conducted by the Institute on Governance, from consultation with a highly respected governance coach, and from legal counsel for the CPA. That input describes “best practices” in governance, along with recommendations about how the CPA might wish to update its board composition. A core concern addressed by the expert input was the potential for those board members representing our partner organizations to face conflicts of interest or competing fiduciary responsibilities. Members of the Board met with each of our partner organizations (the Council of Professional Associations of Psychologists (CPAP); the Council of Canadian Departments of Psychology (CCDP); the Canadian Council of Professional Psychology Programs (CCPPP); and the Canadian Society for Brain, Behaviour, and Cognitive Science (CSBBCS)) during last year’s CPA convention, and the full Board, with the assistance of a facilitator, met for an entire day with leaders of each of those four partner organizations at its November 2017 meeting. The motion to change those four reserved seats to being non-voting reflects the input that was provided from the experts, from the consultations, and from those meetings. The Board greatly values our relationships with CPAP, CCDP, CCCPP, and CSBBCS and the proposed model includes the continued participation and engagement of representatives of those organizations at board meetings without the complications flagged in the reports from the consultants and from legal counsel.

Another significant change contained in the proposed bylaws involves the shift from designated seats to having more board members elected as directors-at-large. There is also the creation of a board position for the Chair of a newly developed Council of Sections. This was discussed in a video conference with current section chairs. At that time, the Board was considering having several directors representing sections, but there was no strong consensus on how best to organize the sections into those several seats. Ultimately, the Board decided to propose having one designated sections seat, with any section member still being able to run for one of the increased number of seats for directors-at-large. The intention behind these changes is to permit more direct involvement of members and to have a better connection to the sections that are, often, the strongest point of engagement that members have with the CPA. In short, we want to increase direct input from members to the Board, enhancing the Board’s responsiveness to the membership. The student seat remains protected.

One further change proposed in the bylaws is for the President to be elected from among the board members rather than directly from the membership. The reasons for this include ensuring that a new president has had some exposure to the core issues facing the Board and permitting the Board to identify a president who may have the necessary skills (e.g., meeting organization, ability to collaborate, and available time) and understanding for the role. Proposed term limits would prevent the potential for a perpetual president. While a concern has been raised that this may lead to diminished democracy in the election of the President, over the past ten years, eight of the association’s Presidents have been acclaimed to the position, removing any membership vote from the process. Further, it is important to note that under the proposed changes, while the Board would elect the President, all members of the Board, including whoever becomes the President, would still have been elected by the membership. The elimination of the position of President-Elect also allows for the creation of one more board seat for a director-at-large.

Finally, I note that there was some feedback regarding the special meeting that asked that the various changes being proposed should be voted on individually, rather than as a single motion. This option poses difficulty as the suggested amendments are often interrelated. For example, if the membership voted in favour of the change to having more directors-at-large, but then voted against the election of the president by the Board, the bylaws would become inconsistent regarding the number of board members. As amendments to the bylaws must be presented to the membership at least 21 days in advance of the special meeting, that inconsistent outcome could not be resolved without the holding of at least one additional special meeting, starting an iterative process that could be endless. Further, the proposed structural changes to the Board have been approved by the Board. In our view, following consultation with experts, meetings with our external partners, and multiple days of discussion and debate within the Board, these proposed new composition and election processes offer the best way forward for the CPA.

Below, there is a link to an explanatory video that was produced in early April, in anticipation of the April 25 virtual meeting. In the video, I make several references to the April 25 meeting; please ignore those. As the video is quite dense with information, there is also a link to the video script, allowing for less intense contemplation of the proposed bylaw changes and the reasons for them. Additional links are provided to the proposed new bylaws (subject to amendment through ongoing consultation), the report from the Institute on Governance, the summary of the consultation with our governance coach, and the executive summary of the opinion provided to us by legal counsel at Gowlings.

The plan now is for a 90-minute, interactive video conference to occur on Wednesday, May 30 at 1:00 pm (Eastern), followed by a discussion session at ICAP 2018 in Montreal in June and another 90-minute, interactive video conference to occur on Friday, September 21 at 1:00 pm (Eastern). Following that second video conference, the Board will generate a final set of proposed bylaw amendments to be voted on at a virtual special meeting, currently scheduled to take place on Friday, October 19, from 1:00 to 2:00 pm (Eastern).

Our current bylaws do not allow for advance voting for anything other than elections. As a result, votes regarding the bylaw changes can be cast only during the time of that special meeting. We recognize that many people faced scheduling conflicts regarding the proposed April 25 virtual meeting, given the relatively short notice. We hope that providing early notice of the October 19 virtual meeting will overcome that difficulty. We have also asked legal counsel to advise us on the use of proxy votes or other ballot mechanisms.

Please register for our interactive video conference on Wednesday, May 30 at 1:00 pm (Eastern). Once registered, you will receive a unique link to join the video conference.

If you have any questions or comments regarding the background to the amendments, the amendments themselves, or the process for their potential approval by the members, please let me know. I can be reached at

Thank you for your continued engagement in this important process.

Patrick Baillie, Ph.D., LL.B.
President (2017-2018),
Canadian Psychological Association