Following up on the shocking events of last week, former board members of the Canadian Corporate Counsel Association, sent out another statement “in response to media and public enquiries” to clarify some issues regarding the rift that caused the Canadian Bar Association to send the 23-member CCCA board and executive director packing last week (see Law Times story for details.).
Signed by Cheryl Foy, Kari Horn, and Leanne Andree, the statement notes: the “former volunteer board was dissolved in response to requests for more funding for corporate counsel.” Their statement goes on to detail some of the monetary issues they say are at the heart of the problem between the CCCA and the CBA:
- “In 2010, the CBA collected, on average, over $600 per member from counsel wishing to be part of the CCCA.
- “In the same year the funding directed to the CCCA was only $40 per member to fund corporate counsel services. More than 90 per cent of the fees paid by CCCA members were retained by the CBA.
- “Negotiations were held in confidence but it can be said that the CBA never conceded that it would discontinue its practice of retaining the large majority of the membership fees paid by corporate counsel.
- “As a comparison point, the Association of Corporate Counsel (a global corporate counsel association) offers a comprehensive set of services at $295 per member. The entire ACC membership fee is used to support corporate counsel services.
- “CBA receives substantial funds from insurance and financial services sponsorships. Those arrangements are exclusive and preclude the CCCA from obtaining sponsorship from any similar providers and yet the CCCA receives none of the substantial fees paid to the CBA as a result of these sponsorships.
One of the concerns now coming to the fore from Foy, Horn, and Andree is whether the CBA actually had the authority to dissolve the former CCCA board and appoint a new one: another former CCCA president, Robert Patzelt is now at the helm and CBA CEO John Hoyles has taken over the executive director duties of the dismissed Silvie Kuppek.
“The CCCA board was dissolved pursuant to s. 33 of the CBA Bylaws. However, it is not clear that this section of the bylaws or the broader delegation of council powers in certain circumstances authorizes this kind of action,” says the stament. “There appear to be fundamental irregularities respecting the CBA board meeting at which the decision to dissolve the CCCA board was taken and the decision may not be valid.”
In a letter to CBA president Rod Snow, Foy says: “I hope that the CBA board members now understand that they have a set a terrible precedent for dealing with conferences, sections and even branches of the CBA that express and advocate differing positions than the larger group. This was a sad day for the CBA and a sad day for you as president.”
Foy, the general counsel at Carleton University, concludes her letter to Snow thusly:
“I joined the CCCA because I care about creating a community for corporate counsel in Canada. As I participated on the CCCA Board and came to understand from CCCA Members what they want and care about, the CCCA Board and I developed a clearer sense of what corporate counsel need from their association. I am more determined than ever to advocate for that vision. You and the CBA Board terminated my roles as President and CCCA Board Member because we were advocating for improved funding and a better governance model. I am committed to making sure that corporate counsel in Canada understand what it was we were striving to achieve, and have the information necessary to assess whether the CBA can deliver on that vision.”
We shall see what the CBA has to say in response and how this plays out in the coming days and weeks.