Criteria for directors
In addition to the requirements of the Canada Not-for-profit Corporations Act, all candidates for the CNA board of directors shall meet the requirements set out in CNA’s by-laws and board policy.
In addition, candidates must:
- Be individuals over the age of 18 years who have not been declared incapable by a court and who do not have the status of bankrupt.
- Not be a current employee or independent contractor of CNA or family member of same.
- Be able to attend three board meetings per year (two days each), in March, June and November, special meetings, and monthly meetings, as required.
Composition of board
CNA encourages nurses from diverse backgrounds to be candidates for board directors. CNA is seeking a board that informs dialogue and supports strong decision-making, reflects CNA membership and the community CNA members serve, and has the ability to identify and question biases. The board should therefore reflect the following criteria:
- Representation from the four regulated nursing categories, including retired nurses, and students in programs leading to careers in the four regulated categories
- Diverse nursing practice experiences, backgrounds, and specialties
- Diverse identity representation from a variety of ethnic, language, gender, and cultural and historical backgrounds and perspectives
- Indigenous voices to ensure that deliberations and decisions are informed by, and include and respect, Indigenous perspectives
- Geographic diversity to reflect the reality that practice environments and access to health care vary throughout the country’s provinces, territories, Indigenous communities, and six time zones
Process for nominations of the directors
- In the fall of every year (or such other time as may be approved by the board), the nominating committee shall meet by electronic means to review the process for the nomination of directors and the eligibility criteria for directors set out in the CNA by-laws and board policy. Any recommended changes to same shall be presented to the board for consideration at their November meeting.
- In February of each year in which the election of directors is required (or such other time that may be approved by the board), the nominating committee, in consultation with CNA staff, shall issue a call for nominations for candidates for directors. The call for nominations shall include such documents as the nominating committee or board may determine and shall be provided to directors and CNA members and communicated to the public via CNA’s communication vehicles. The call for nominations shall include a date by which nominations must be received to be considered by the nominating committee.
- The nominating committee shall meet by electronic means in May of every year (or such other time that may be approved by the board) to review the nominations against the criteria and prepare the slate of nominations for review and approval by the board. The slate of nominations shall be forwarded to the board prior to the June meeting of members.
- The slate of nominations shall be provided to CNA members at least 21 days before the annual meeting of members.
- At the annual meeting of members, members may nominate additional candidates for director from the floor of the meeting, provided that such candidates meet the eligibility criteria. Nominations from the floor require a seconder.
- If there is a nomination from the floor, each nominee shall be allotted two minutes to speak to the meeting prior to the election, and there will be an opportunity for the members to ask questions of the nominees. In each election, the nominee who receives, or nominees who receive, the highest number of votes shall be declared elected, as long as the votes received meet the threshold for an Ordinary Resolution.
Filling a vacant position
If a vacancy occurs in the office of director for any reason other than a failure to elect a sufficient number of directors at the annual meeting of members or an increase in the number of directors permitted by the CNA by-laws, the board will appoint a replacement, as follows:
- The nominating committee shall circulate a special call for nominations to the directors, CNA members and to the public via CNA’s communication channels. The call for nominations shall include a date by which nominations must be received to be considered by the nominating committee.
- Immediately following the deadline for receipt of nominations, the nominating committee shall meet by electronic means to review the nominations against the criteria and shall select a candidate to fill each vacancy on the board. The candidates selected will be recommended to the board for appointment.
- In accordance with the federal not-for-profit act, the board shall appoint a replacement director to fill each vacancy. A director so elected shall serve only for the remainder of their predecessor’s term.
The call for nominations shall include a requirement that each proposed candidate provide the following:
- A completed and signed nomination form, including the statement of philosophy and platform message.
- Nomination form for board director
- Nomination form for public representative
- Biographical information (e.g., a brief curriculum vitae of the nominee).
- A colour photo of the candidate.
- A letter or e-mail notification to be sent by their provincial/territorial regulatory body confirming that their licence is in good standing, if the role requires one.
Written confirmation that the nominee has paid CNA fees, other than in the case of the public representative director