Terms of Reference
Executive Committee of Council

Role

The Executive Committee of Council (ECC) reports to Council. Bylaw No. 20 states that, subject to the power of the Council to restrict the powers of the ECC from time to time as the Council may determine, the ECC shall possess and may exercise, during intervals between meetings of Council, all of the powers of Council in the administration of the activities and affairs of the Royal College subject to applicable law (Article 12.6).

In practice, the ECC exercises its power judiciously. It serves Council by ensuring the readiness of ideas for Council discussion and / or decision. The ECC also decides on procedural, re-occurring, and non-controversial matters as delegated by Council.

Responsibility and Authority

The Executive Committee of Council:

  • assists Council in ensuring the legal and ethical integrity of the Royal College;
  • contributes to the formulation of the values, mission, vision, goals, objectives and strategic directions of the Royal College;
  • reviews reports and considers for approval recommendations from standing committees and others as may be required prior to presentation to Council,
  • considers for approval recommendations from the Human Resources and Compensation Committee, as set out in its terms of reference,
  • supports and endorses the work related to creating an inclusive culture at the Royal College, based on principles, practices and procedures of equity, diversity and inclusion,
  • serves as a smaller sounding board to discuss management plans and priorities presented by the CEO,
  • assists in coordinating and focusing Council’s work, setting goals and developing agendas,
  • appoints members to standing committees and other committees, as appropriate, in keeping with established committee terms of reference,
  • monitors and supports the implementation of policies, directives, and the general functions of the Royal College as appropriate, and
  • through the CEO, monitors operations of all Royal College functions.

Composition

It is important for the membership of the ECC to reflect a balance of diverse perspectives, skills and experiences. The composition of the ECC is stated in Article 12.1 of Bylaw No. 20 and consists of five members of Council of which a minimum of 4 shall be standing committee chairs depending on the number of standing committees then in existence.

The Royal College President is chair but not a member of the Executive Committee and as such, not counted for the purposes of establishing quorum and not entitled to vote. The Immediate Past-President or the President-Elect (as the case may be) and the CEO are also not members of the Executive Committee but are entitled to attend and be heard at all meetings of the Executive Committee, without vote.

Key Competencies and Characteristics

Generally, ECC members should possess the same key competencies and characteristics of members of Council including

  • the ability and willingness to advance the purpose of the Royal College as set out in its mission, vision, and articles of continuance;
  • knowledge of principles of good governance, and ability to align this knowledge with related Royal College systems and processes;
  • demonstrated exceptional administrative and organizational leadership;
  • willingness to apply an equity-informed approach to decision-making;
  • demonstrated exceptional record of accomplishment at the Royal College and elsewhere;
  • ability and willingness to champion, advocate and hold in trust the strategic development of a Royal College portfolio; and
  • the ability and willingness to chair and participate effectively in committees and meetings.

Term of Office

The term of Office for ECC members, as defined in Royal College Bylaw No. 20, Article 12.5, is two (2) years and each member is eligible for re-appointment to one (1) additional two (2)-year term.

In the event of the death, resignation or removal of an Executive Committee member or inability to serve because of ill health, the Council shall appoint a replacement from among the members of Council (Bylaw No. 20, Article 12.5).

Meetings

The Executive Committee shall meet face to face a minimum of three times per year between meetings of Council. Additional meetings may be convened, as outlined in Articles 12.7 and 12.8 of Bylaw No. 20, in person or by other means. A majority of the members of the Executive shall constitute a quorum (Bylaw No. 20, Article 12.7). At all meetings of the ECC, every question shall be decided by a majority of the votes cast. In the event of a tie vote, the question shall be defeated (Bylaw No. 20, Article 12.1). When the ECC is called to make a decision outside of a meeting by e-ballot, the same voting rules apply.

Appointment to a Royal College committee carries significant responsibilities, and all committee members are expected to adhere to the Volunteer Code of Conduct. In addition, committee members are required to maintain absolute discretion and not divulge, re-produce, or release any confidential information except when authorized by the Royal College. Committee members may download a copy of committee materials for the sole purpose of participating in committee work. All downloaded materials must be deleted once the related committee work is completed. The Royal College retains copies of committee materials should committee members wish to access them at a later time for related work.

Committee work product

In the course of performing their committee duties, committee members may produce or contribute to materials, content or other work products. These work products and the related intellectual property will be owned by the Royal College. The Royal College is open to discussing other ownership arrangements for specific projects. Alternative arrangements must be confirmed in writing by the project contributors and the Royal College.

TOR record

Most recent resolution: Resolution No. 2021/2022-09
Previous resolution(s): Resolution No. 2020/2021-12, Resolution No. 2019/2020-18
Approved by: Council
Approval Date: June 18, 2021
Approval path: GC, Council
Effective date: June 18, 2021
Date of next review: Spring 2022
Royal College Office: OCEO
Version status: Approved