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**PIMS Agreement Review Meeting October 27, 2022** University of Calgary **Attendees:** Denise Feighan Walter Dixon Doug Farenick Kristine Bauer Kirill Kopotun Ozgur Yilmaz Engin Ozberk ______________________________________ **Territorial Acknowledgement (Kristine Bauer).** **1. Review of the PIMS Membership Agreement, line by line. Including the comments received.** - Walter thanked Engin, Kristine and Ozgur for their time and contributions to updating the PIMS agreement. - Doug: acronyms not to be used before they are defined. Engin: suggested a name change for "PIMS Operational Bylaws (POB)". POB to PIMS Bylaws (PB). - Move the PB to the beginning of the document. - Doug: add "Associate Vice-President, Faculty Dean of the Member University" to the "Senior Academic Administrator" list. - All: add "or designated by the member university" to clause (i.e. board representation situation at the University of Calgary) - Grammar corrections made to the agreement. - Walter: 2.7 "with a particular focus on Latin America" - does PIMS really have a relationship with Latin America? - All: eliminate "a particular focus on Latin America and the Pacific Rim" - Include details about quorum and proxies in the bylaws/ specify "as defined by the POB". - 4.1.1 consistent term information about the senior academic administrator positions: 5 years, renewable for 2 consecutive terms. - 4.2: remove "final" - Someone @ UAlberta will review the updated agreement for final changes. - 5.1: ~ a faculty member at the University of British Columbia "**and"** who is responsible ~ - discussed the director search process. - 7.1: $25,000 - add "per item," / for purchases up to/not exceeding $75,000. - new membership through amendments. - 11 Indemnification: "matters" & "things" - discussed the 15. Amendment - 17.6: "will endeavour and carry out" ___________________________________________ ***10:30 am Coffee Break *** ____________________________________________ - Discussion about the agreement ratification process continued. Engin: consultation process with the university reps re: changes->adoption of changes, if any->updated agreement->send it out with a covering letter w/ deadline. - Use of docusign for member universities to speed up the signing process. - Doug: suggested that the updated agreement get a final review by a qualified personnel to go over the changes and to check if they fall within the legal requirements, and to confirm if nothing is missing. - It would be ideal to have someone @ UBC to review it. The Directorate will seek Gail's advice on this. - PB: add PIMS Membership Agreement and then acronym (PMA) from the beginning; - Change the "Appendix" to "Schedule." - PIMS education associates; $500/ year funding for educational activities. To check if every site is aware of this program. - 1.2.9 Appendix -> Schedule A - PMA supersedes PB. 2/3 votes for any changes; - added section 9: amendments - "operations/activities" -> differentiate & change it to "governance and management"; temporary suggestion; Kristine to review the document and make changes as appropriate. Discussion re: voting procedure - discussion re: regular/simple vote: strict/ simple majority vote - the changes to the PB: made on the strict majority of the total weighted vote. - Doug: "total weighted vote" sounds clearer. - follow this hyperlink to see voting system (https://drive.google.com/file/d/1SrPu8_0O61WpdZOKauPGEhR76h30P7fB/view?usp=sharing)discussed during the meeting. - Engin and all: no motions to change the bylaws from the floor; changes/motions to the bylaws should be vetted by the steering and governance committee first (at least 15 days before the board meeting). - a process for changing bylaws should be streamlined. - Doug: 6 categories of the board membership - it's not easy to see, and suggested that PIMS make it more explicit. - 1.1 for membership categories, and 1.2 for the appointment process. - the regional board member selection process should be clearer. - Engin: site directors should be a main liaison with their university administrators, math departments, and regional industrial members given that not all university admins are mathematicians. It can be added to the SD job description. Each regional PIMS member university to work together for the appointment of a new industrial and/or mathematical scientist board member. - governance and oversight should be managed single-handedly by the board. - discussed the value of having math scientists on the board. - all: PIMS to add a clear statement about the consequence of non-participation of board members (i.e. no shows) - a new industrial board member to be found and added once Vakhtang's term is over. - Engin: 1.1.6 seems too restrictive. (i.e. inviting a rep from NSERC as observers, when necessary, would be beneficial). - Engin and the PIMS Directorate: Having support and seeking guidance from the PIMS steering and governance committee has been instrumental in the management of PIMS governance and operations. - responsibility of the board: "oversight of all aspects of PIMS governance" - HR matters related to PIMS staff to be dealt with their home university HR department. HR matters related to the PIMS Directorate to be dealt by PIMS Board. The Board oversees PIMS funding and accordingly, they have the authority to manage the fiscality of PIMS funds. - the term limit for industrial members is 3 years for 2 consecutive terms. The term can be extended. - 1.2.3: a comma to follow after "accordingly" - 1.2.5: Review the use of discretionary funds -> Review the use of all funds, restricted and non-restricted funds, from all sources. - Engin asked Do-Rim to send short-bios of new board members to introduce and to welcome them. A formal process will take place in April during PIMS AGM. - Removal of board members should be mentioned. If a board member misses 2 consecutive board meetings, the board Chair will contact the person, and if there is no response, the Chair will inform the member university or affiliated institution. The Board may remove board members for a breach of code of conduct. 1.27 review of "all" funds from all sources - non-restricted and restricted. 1.3.2 Code of conduct - Board members are required to follow PIMS Code of Conduct, if not, will be removed for a breach of code of conduct by the Board. - PIMS Code of Conduct can be attached as an appendix. Board membership process for Senior Academic Administrators: - Senior Academic Administrator is appointed by each university (considered statutory, no approval process is required). - Their effective term starts as of their first board meeting after the Board Chair has received the nomination from their home university. - for affiliated members: acceptance by simple majority vote. - for PIMS member universities: accepted by total weighted vote. - a code of conduct & EDI statement to be updated as changes are made. - PIMS Steering and Governance Committee to review the PB & PMA and make periodic changes as necessary. - PIMS Directorate to share PIMS Code of Conduct after the board meeting. - Engin: PIMS should operate on "Quality Management" (i.e. a uniform code of conduct policy that can be applied to all PIMS stakeholders). - Doug: The current PIMS code of conduct is activity-based. Schedule A should be broader, encompassing the board of directors. For reference, the Canadian Mathematics Society (CMS) code of conduct was managed at the board level. - AGM: first regularly scheduled meeting in each calendar year. - for any changes, the S&G committee to present the items normally 20 business days prior to the board meeting. - define "quorum", "total weighted vote" and "simple majority vote." - the steering and governance (S&G) committee plays an important consultative and advisory role. - S&G committee to be formed in two different ways: "volunteering" basis and/or, "nomination," depending on the situation. - A clear process should be formed for a selection of the S&G committee. - Doug: define "administrative centre" in the PB. - Finance committee: 3-5 members (at least 3). - Finance committee to meet twice a year and as required, ideally 4-6 weeks before a board meeting. - site directors: add "local communication" to their duties. - SD document: make it a "Schedule C", refer to terms of reference for site directors. SD Terms of Reference will be influx. - accessibility to terms of reference & bylaws: make it available internally (including SDs) via passcode on the website. __________________________________________ **Planning** - Engin, Ozgur and Kristine to incorporate all comments and to develop clean versions of both documents (up to the point the committee has reviewed as of October 27) by the end of November and share it with the committee. - two versions: one w/ the comments and one w/o comments - have the committee review the clean copy and schedule a 1.5 hour Zoom meeting with the committee in mid-December (i.e. December 15) - the committee to provide comments during the December 15 meeting. _________________________________________ **Schedule A** - to have a separate committee meeting to discuss Schedule A. - circulate ideas - 1 hour meeting 2 weeks from October 27. - discussed the Director's search process. - the Director's search process should be clarified and modified in a way that it goes in parallel with the "administrative centre" clause in the PB. (i.e. job candidate to be hired by the math department). ___________________________________ **Appendix to the PIMS Operational Bylaws** Site Fees https://drive.google.com/file/d/1zQICtbNPm6qe4SUaLjBf_q24ZdyqJW_-/view?usp=sharing **UBC: Admin Centre** *Membership 1: 65K-80K (80K)* - pdf/year (2 pdfs at a time): 70 K - salary for admin support ($35K) - Site Director support ($10K) - min $5K seminar support - min $5K Education/Outreach - added value **Membership 2:** *(35 k-50 K) (50K)* everything except for admin support Different schedule for affiliates.