Provincial SPCA violated own bylaws in dissolving Cape Breton branch
Published on January 12, 2012
SYDNEY — The executive director of the Nova Scotia SPCA admitted Thursday that the provincial board of directors violated its own bylaws in moving to dissolve the Cape Breton branch in November 2011
Testifying during an injunction hearing, Kristin Williams told the court the board did violate its bylaws in failing to first provide notice to the branch, failing to provide a copy outlining reasons for the decision and failing to allow members of the Cape Breton branch an opportunity to offer comment prior to any vote.
“We take full responsibility for the errors we make,” said Williams, adding the provincial board’s intentions were appropriate.
The provincial board’s decision to dissolved the island branch came only two months after adopting a new set of bylaws. The board’s decision also included termination notices to the local board chair and vice chair along with the shelter manager.
Williams’ testimony came during day five of an injunction hearing being held in Sydney before Supreme Court Justice Patrick Murray.
The provincial body is seeking to regain access to the former SPCA shelter located on East Broadway in Whitney Pier.
In learning of its dissolution, the Cape Breton board voted to change its name to the Cape Breton Humane Society and refused to vacate the shelter.
The move to disband the island branch came after repeated public complaints over how the shelter was being operated along with concerns that animal care was not being provided in accordance with provincial standards.
The hearing has now heard from seven witnesses. Lawyers in the case are expected to present their closing arguments today.
Williams also testified that the deed to the shelter property is in the name of the Cape Breton SPCA and there is nothing in the new provincial bylaws governing the transfer of property.
She said despite numerous conversations and exchanges of emails with island staff and former board chair Mel Neville, little was being done to correct the deficiencies noted in the Cape Breton operation.
“There was a very defensive response from Cape Breton,” she said, adding the island group rejected the provincial body’s authority.
Such a position was confirmed in testimony Thursday by former island board member and new chair of the humane society Mike Mombourquette.
Mombourquette said in learning of the dissolution and that shelter staff, including its manager, had previously been issued disciplinary notices from the provincial body, it was decided to protect their own interests.
“We felt it wasn’t their job to discipline staff. We felt the provincial board was running the Cape Breton shelter,” he testified.
In addition to voting to the name change, the local board also turfed two of its own board members, John MacPhail and Kerri Manuel, who had previously met with provincial officials to outline their concerns over how the shelter was being run.
His testimony also confirmed other evidence that suggests the local board was not fully apprised of what was happening both within its own shelter and at the provincial level.
Mombourquette said he only learned of the new bylaws in November and while he said he was on the board for four or five years, he never saw a document outlining provincial standards of care.
This spring, the homeless pet site will be celebrating its fourth birthday! How is that relevant to this situation? In realspeak, it means that I have been doing my homework so that I can decide if the way forward will include obtaining non profit status.
Like any Canadian investigating the subject, I have found the Non Profit Library at Imagine Canada to be incredibly helpful. I am a middle aged grandmother not a Chartered Accountant, so there has been a whole new glossary and set of definitions to learn.
In the course of my research, I learned a few interesting bits that ARE relevant to this tale. Directors in a Non Profit organization are not simply figureheads. They are the public face of a non profit organization and have certain duties and responsibilities:
- First and foremost is the duty to act in the best interest of the organization they serve at all times, even at the expense of their self interest This is referred to as fiduciary duty.
- Fiduciary duties are divided into two categories, Duty of Care and Duty of Loyalty
- Duty of Care includes duty of competence and the duty to be informed.
- Duty of Loyalty requires a director to act in the best interest of the organization. They are not allowed to profit from their office and are expected to avoid situations where this conflicts with their duties to others.
- It was interesting to discover that fiduciary duties extended past a Directors term of service so that .. for example .. they cannot use confidential information acquired in their position to compete with their former organization for contracts.
- In light of what is happening right now, I was surprised to learn that Duty of Care actually includes four important areas - duty of honesty, duty of diligence, duty to exercise power and duty of obedience. In realspeak, this means that directors must not act for an improper purpose, are supposed to be familiar with the organization, are responsible for maintaining standards and are obliged to ensure that corporate decisions for the organization are being implemented. Who knew?
In other words, while it may have been possible for the dismissed shelter manager and her staff to prepare in advance to pull the wool over provincial eyes, local Directors who were part of the community should have been better able to keep their finger on the pulse of the shelter.
In other words, turfing the two board members who actually did read the manual and were trying to fulfill their duties created a direct conflict with every single duty a director holds under common law.
What time is it? It is time to remember that if the remaining directors on the disbanded board had been actually fulfilling their fiduciary duties, that the first surprise inspection ever would never have resulted in the 2011 Shelter Audit.
Thunder is good, thunder is impressive; but it is the lightning that does the work. Mark Twain
And that is how I see it, in the early hours of Friday, January 13th .... the FIFTY -EIGHTH day since the dismissed shelter manager and the disbanded board created the renegade shelter.