The Chair offered opening remarks, including the context and purpose of the report, which operationalizes mid-term governance recommendations approved by the Board at the December meeting, and based on trustee input.
Alexandra Yarrow, Program Manager, Board and Strategic Services presented the Board with background information, including the legislative and governance structure of the Board and committees, notably the Ottawa Public Library Board (OPLB) Rules of Procedure By-law, as well as an overview of the timeline and findings from the mid-term governance review. In closing, Ms. Yarrow presented the Board with the recommended membership of the OPLB Standing Committees and noted the draft Terms of References for the committees were provided to the Board accompanying the report, for information (held on file with the Chief Librarian/Chief Executive Officer).
Trustee Smith stated that he will be voting against the recommendation to adopt a new governance standing committee structure, and outlined his concerns with this structure. Firstly, he indicated that he believed the Board was applying a corporate governance model to a public institution without considering the fundamental differences between the two models; specifically, he noted that replacing the existing committee structure with three committees was a model taken directly from corporate best practices. He did not feel that the corporate governance structure, designed for outcome or profit driven institutions, aligns with the purpose of public institutions such as OPL, which must balance efficiency and effectiveness with a higher purpose, including “building communities and transforming lives.” He was concerned that the shift in structure assumes that an outcome-driven governance structure will improve oversight, but fails to account for the realities of how OPL functions. Secondly, he noted that in eliminating the existing ad hoc committee structure, a necessary safeguard had been removed, which ensured that trustees could closely oversee key areas that would otherwise be lost in bureaucratic inertia. He further noted his concern that the new structure would facilitate making poor decisions quickly. In closing, Trustee Smith noted that the governance model must align with the realities of the organization it serves and not just mimic corporate best practices. He felt that if the Board moves forward with the shift, all trustees and the Chief Librarian and CEO must quickly receive targeted governance training to understand how to operate within the new structure, and the challenges and unintended consequences that he believed will inevitably follow.
Trustee Slack indicated he concurred with Trustee Smith’s statements.
Trustee Kitts noted the investment of time and effort by staff and trustees into the mid-term governance review, and felt that due diligence was exercised by staff as well as the consultant. She believed that the new committee structure will allow for more robust conversations, and that the number of ad hoc committees spread the attention of trustees too thin, whereas the new structure will enhance a broader discussion on several topics and a better and effective use of time.
Trustee King concurred with Trustee Kitts, noting that he felt the proposed structure allows for more efficient and effective decision-making. Noting that he is a Certified Association Executive (CAE), he did not feel the model being proposed could be characterized as “corporate.” In closing, he noted that he supported the shift to standing committees, and that many other not-for-profit organizations use this structure, which is transparent and accountable.
Chair Luloff replied that he respected Trustee Smith’s expertise and opinion, and appreciated members voicing their perspectives in an open manner. Noting that in his role as Chair and as ex-officio on all Ad hoc committees, he felt that often the discussions were narrowly focused on a certain area and did not facilitate trustees seeing the bigger picture. Highlighting the strategic focus of the Board and reiterating that it is not the Board’s job to dictate operations, he was confident that key discussions would still occur in committee meetings, and further underscored the importance of trustees developing relationships with staff to facilitate informal discussions about ideas and initiatives. The Chair further welcomed trustees to express interest in a topic being discussed at a standing committee, and offered to facilitate their attendance at that meeting if desired, noting that the final discussions and decisions occur openly at the Board meeting, for which trustees must adequately prepare by reading staff reports. In closing, Chair Luloff re-iterated that the Governance Action Plan, including the transition to standing committees, arose from trustees’ own insights, and that the time for discussion of that Plan and its recommendations was at the December 2024 OPLB meeting. The report before the Board this evening was simply seeking approval of committee membership.
Following these remarks from the Chair, Trustee Slack said he would support the recommendation in this report.
Chair Luloff then invited the Chief Librarian and CEO to provide additional comments. Ms. Bebbington first indicated that the committee structure reflects feedback from Board trustees. As CEO, Ms. Bebbington observed key benefits of the standing committee structure, including the ability to ensure consistency and diligence, the ability to review multiple strategic items or initiatives, the facilitation of in-depth generative discussions in small groups, and the reduction of potential silos. She further commented that while Trustees may experience that staff relied on the cadence of an Ad hoc meeting to ensure key initiatives are advanced, staff are always diligent in ensuring that work progresses, and she was confident that priorities will not slip through the cracks. In closing, Ms. Bebbington noted she looked forward to discussing further with trustees.
Chair Luloff added that this transition to standing committees aligned with the strategic governance model that the Board had adopted more than a decade ago, and that given the recent mid-term review and the input of trustees, the timing and support aligned at present to make this change.
Trustee Smith thanked staff for the presentation and noted the conscientious stewardship of the governance process, but again underscored his opinion that that the consultant’s report was flawed. He felt that the new committee structure assumes a level of operational maturity. Trustee Smith further noted that he has a designation in corporate directorship and felt that the recently approved committee structure represented a corporate governance model based on best practices for corporate directorship. This structure would, in his view, lead to different interactions between trustees and staff and changed fiduciary responsibilities, given the pace of operations. He suggested that trustees would need to improve their governance expertise, particularly in understanding their role as corporate directors.
Chair Luloff thanked Trustee Smith and asked staff if they would be open to a direction regarding the exploration of developing trustee governance training; Ms. Bebbington agreed to this direction.
The Chair asked whether the Board could suggest changes, should trustees feel that the new committee structure is not providing what they need. Ms. Yarrow replied in the affirmative.
In closing, the Chair urged his fellow trustees to make an effort to operate within the approved new structure, and that the option remained to re-assess as required in the future.
There being no further discussion, the report was RECEIVED and CARRIED as presented.
MOTION OPL 20250311/4
That the Ottawa Public Library Board:
- Approve the membership of the OPL Board Standing Committees, as further described in this report; and,
- Receive for information the draft Terms of References for the OPL Board Standing Committees (Document 1).
For (6): Chair M. Luloff, Vice-Chair K. Fisher, Trustees M.R. Brown, R. King, C. Kitts, and H.A. Slack
Against: (1): Trustee A. Smith
Results: Received and Carried (5 to 1)
Direction to staff:
That staff explore developing governance training options for trustees.