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BY-LAW

February 2008

(Pursuant to subsection 17(1) of NRTEE Act, Chapter 31, Statutes of Canada, 40-41-42 Elizabeth II)

PREAMBLE

The National Round Table on the Environment and the Economy (NRTEE or Round Table) was created by the Government of Canada in October 1988.ï¿½ Its role and mandate were enshrined in the National Round Table on the Environment and Economy Act (NRTEE Act), which was passed by the House of Commons in May 1993 and received Royal Assent on June 23, 1993.ï¿½

The legislated mandate of the NRTEE is to play the role of catalyst in identifying, explaining and promoting, in all sectors of Canadian society and in all regions of Canada, principles and practices of sustainable development . (NRTEE Act, section 4).

As a departmental corporation, scheduled under the Financial Administration Act (FAA), the Round Table is governed by the requirements of the NRTEE Act and the policies and guidelines of the Treasury Board.ï¿½ These include standard annual budgeting and reporting requirements and cycles, and policies on contracting, official bilingualism, access to information, privacy and security.

Section 17 of the NRTEE Act enables the corporation to make by-laws for the regulation of its proceedings and generally for the conduct and management of its activities. The objective of this by-law is to clarify and formalize important organizational practices and procedures, provide guidance, and ensure transparency of operation and compliance with relevant federal legislation.ï¿½

This by-law replaces the NRTEE By-Law No. 1 dated June 20, 1994, as well as the Administrative Guidelines to Accompany the By-Law.ï¿½ It should be read in conjunction with the NRTEE Act and other relevant federal legislation, as well as associated NRTEE policies and procedures.

1. INTERPRETATION/DEFINITIONS
2. MEMBERS OF THE ROUND TABLE
3. CHAIRPERSON
4. EXECUTIVE COMMITTEE
5. VICE CHAIRS
6. SECRETARIAT
7. PRESIDENT
8. MEETINGS OF THE ROUND TABLE
9. REMUNERATION AND EXPENSES
10. CONFLICT OF INTEREST AND POLITICAL ACTIVITIES
11. CONFIDENTIALITY OF DOCUMENTS
12. COMMITTEES
13. CHANGES TO THE BY-LAW

1. INTERPRETATION/DEFINITIONS

Act means the National Round Table on the Environment and the EconomyAct.

Consensus means general or widespread agreement among all the members of a group.

ï¿½Executive Committee means a committee of between 5 and 7 members of the Round Table appointed by the other members.

Management and Planning Committee is a committee of senior managers in the Secretariat whose purpose is to support and promote an integrated approach to planning and to oversee the management of the NRTEE's resources.

Meeting means a meeting of members or of a committee whose deliberations may take place in one location or in several locations simultaneously where the members are linked to other participants by telephone or other telecommunications facilities.

Minister means such member of the Queen's Privy Council for Canada as may be designated by the Governor in Council as the Minister for the purposes of this Act.

Plenary means a meeting being attended or meant to be attended by every member of the Round Table.

Quorum means the minimum number of members who must be present before business can officially or legally be conducted.ï¿½

ï¿½Round Table means the National Round Table on the Environment and the Economy (NRTEE) consisting of a Chairperson and the members.

Secretariat means the organization that provides administrative and other support to the Round Table and enables members to conduct their work.

Notes:

1. Text from federal legislation appears in the by-law indented and in italics.

2. Gender: Words importing female persons include male persons and corporations and words importing male persons include female persons and corporations. ï¿½(Interpretation Act, subsection 33(1))

2. MEMBERS OF THE ROUND TABLE

2.1. Appointment and Term

Each member of the Round Table, other than the Chairperson, shall be appointed by the Governor in Council to hold office during pleasure for such term, not exceeding three years, as will ensure as far as possible the expiration in any one year of the terms of appointment of one third of the members. (NRTEE Act, subsection 6(2))

2.1.1. The duration of the member's appointment is determined by the specific period that is indicated on the Order in Council. The appointment lapses automatically at the expiration of that period.

A member is eligible for reappointment in the same or another capacity. (NRTEE Act, subsection 6(5))

[] a member who wishes to resign shall notify the Chairperson in writing to that effect, and the resignation becomes effective when the Chairperson receives the notice or at the time specified in the notice, whichever is the later. (NRTEE Act, section 7)

The members are appointed to perform their duties on a part-time basis. (NRTEE Act, section 11)

Where a person is appointed to an office effective on a specified day, or where the appointment of a person is terminated effective on a specified day, the appointment or termination is deemed to have been effected immediately on the expiration of the previous day (Interpretation Act, subsection 23(5)).

2.1.2. Upon appointment, members become public office holders (POHs) for the duration of their terms.ï¿½ As such, they are subject to the relevant provisions of federal statutes and policies governing POHs, including the Conflict of Interest Act and Ethical Guidelines for Public Office Holders and Guidelines for the Political Activities of Public Office Holders (2007).

2.1.3. Members are appointed in their individual capacities, not as representatives of their employers, their regions, their sectors, or other interested parties.

2.1.4. Appointments are not made on an individual replacement basis.

2.1.5. A member may take a leave of absence from the Round Table for up to six months at the discretion of the Chairperson.ï¿½ Permission for a leave of absence shall be requested and granted or declined in writing. The Chairperson shall consult with Senior Personnel in the Secretariat at Privy Council Office prior to granting or declining permission.

2.1.6. A member shall not take more than one leave of absence per term of appointment.

2.1.7. A member on a leave of absence may be reinstated at the discretion of the Chairperson by notifying the Chairperson in writing of his wish to resume participation in NRTEE activities.

2.2. Responsibilities

2.2.1. Members shall perform the duties and responsibilities and conduct themselves in a manner consistent with the Act, this by-law, and applicable legislation governing the conduct of POHs.

2.2.2. Members shall provide direction for the Round Table's planning, priorities and program of work.

2.2.3. Members shall discuss and approve the recommendations and advice issued in the name of the Round Table.

2.2.4. Members shall conduct Round Table business in plenary meetings.

2.2.5. Members shall strive for consensus in their decision-making processes.ï¿½

2.2.6. Members shall not assign membership rights and responsibilities, and, as an example, shall not delegate representation at meetings to others.

2.2.7. When conducting Round Table business, members shall clearly separate their interests and views as individuals from those of other entities with which they may be affiliated.

2.2.8. Members may represent the Round Table in non-Round Table venues after consultation with and approval by the President or his designate, whether or not reimbursement is to be requested.

2.3. Continuation after terms expire

The Round Table may employ or engage such employees and agents as it considers necessary for the proper conduct of its work and may prescribe their duties and, subject to the approval of the Treasury Board, the conditions of their employment or engagement, including remuneration and the payment of expenses.ï¿½ (NRTEE Act, subsection 19(1))

The Round Table may engage on a temporary basis persons who have technical or specialized knowledge of any matter relating to the work of the Round Table to advise and assist the Round Table and, subject to the approval of the Treasury Board, may fix and pay the remuneration of those persons. (NRTEE Act, subsection 19(2))

2.3.1. Individuals whose terms as members have expired may, under exceptional circumstances, continue to participate in certain Round Table activities at the invitation of the Chairperson after consultation with the President.

2.3.2. They may do so for up to six months or until the date of a letter of acknowledgement from the Minister, whichever occurs sooner.

2.3.3. These individuals shall not be counted for quorum purposes at Round Table meetings, their opinions shall not be considered for consensus purposes, nor shall they have voting rights at Round Table meetings in the event of a vote.

2.3.4. While these individuals are no longer subject to all the provisions of federal legislation applicable to Public Office Holders, their conduct with regard to their Round Table activities shall be governed by the same principles as those embodied in the rules, regulations and legislation that apply to members.

2.3.5. With written pre-approval of the President, they will be reimbursed for their time at rates equivalent to the normal rates paid to Round Table members, and for eligible travel expenses, according to Treasury Board guidelines and applicable Round Table policies.

3. CHAIRPERSON

3.1. Appointment and Term

The Chairperson of the Round Table shall be appointed by the Governor in Council to hold office during pleasure for such term, not exceeding three years, as the Governor in Council may determine. (NRTEE Act, subsection 6(1))

If the Chairperson wishes to resign, the Chairperson shall notify the Minister in writing to that effect, and the resignation becomes effective when the Minister receives the notice or at the time specified in the notice, whichever is the later. (NRTEE Act, subsection 7(2))

3.1.1. Upon appointment, the Chairperson becomes a public office holder (POH) for the duration of his term.ï¿½ As such, he is subject to the relevant provisions of federal statutes and policies governing POHs, including the Conflict of Interest Act and Ethical Guidelines for Public Office Holders and Guidelines for the Political Activities of Public Office Holders (2007).

3.2. Responsibilities

The Chairperson shall preside at meetings of the Round Table and shall perform such other duties and functions as are imposed, or exercise such powers as are conferred, by or under the by-laws or resolutions of the Round Table. (NRTEE Act, subsection 8(1))

3.2.1. The Chairperson's general responsibilities shall include but not be limited to the following:

ï¿½provide strategic direction and advice to the Round Table and guide members in their deliberations to ensure that the Round Table fulfils the obligations of its mandate
ï¿½act as the principal spokesperson for the Round Table on substantive matters, and appear on its behalf at official occasions and in other venues
ï¿½liaise with key stakeholders in the public, private and non-government sectors to increase the awareness and influence of the Round Table.

4. EXECUTIVE COMMITTEE

4.1. Appointment and Term

There shall be an executive committee of the Round Table consisting of the Chairperson and the President and not fewer than five or more than seven other members of the Round Table to be appointed by the members for any term of office that they consider appropriate. ï¿½(NRTEE Act, subsection 9(1))

The Chairperson is the chairperson of the executive committee. (NRTEE Act, subsection 9(3))

4.1.1. Each Executive Committee member shall hold office for one year, or until retirement from the Round Table or termination of their term, whichever occurs first.ï¿½ At the first plenary meeting after that date, members shall appoint a successor.

4.1.2. Executive Committee members may be reappointed to the Executive Committee by the members at a plenary meeting.

4.2. Responsibilities

The executive committee shall assist the President in supervising the work of the Round Table and shall perform the duties and functions that are imposed, or exercise the powers that are conferred, on the executive committee by or under the by-laws or resolutions of the Round Table. (NRTEE Act, subsection 9(2))

If the President is absent or unable to act or the office of President is vacant, the executive committee may authorize an employee of the Round Table to act as President. (NRTEE Act, subsection 10(4))

4.2.1. The Executive Committee shall advise the Chairperson and the President on matters such as strategic planning, and assessment of priorities.

4.2.2. The Executive Committee shall preview and discuss Round Table matters requiring members' approval or action, and subsequently bring the Committee's recommendations to members at a plenary meeting.

4.2.3. The Executive Committee shall report to the plenary on their deliberations.ï¿½ These reports may be written or verbal.

4.2.4. The Executive Committee may make decisions as required on behalf of the members on matters referred by the members.

4.2.5. The Executive Committee may determine the appropriate compensation for an Acting President, based on rates set by the Governor in Council for the President's position, if the GIC-appointed President is unable to perform his duties or if the position is vacant.

5. VICE CHAIRS

5.1. Appointment and Term

The executive committee of the Round Table shall elect two members of the committee to be Vice-Chairpersons of the Round Table. (NRTEE Act, subsection 8(2))

5.2. Responsibilities

If the Chairperson is absent or unable to act or the office of Chairperson is vacant, the executive committee of the Round Table may authorize a Vice-Chairperson or other member of the executive committee to act as Chairperson, but no person may so act for a period exceeding sixty days without the approval of the Governor in Council. (NRTEE Act, subsection 8(3))

5.2.1. After a Vice-Chairperson has filled the Chairperson's position for sixty days and in the absence of direction from the Governor in Council, the Executive Committee may appoint one of its members to be an Interim Chairperson.ï¿½ The Interim Chairperson may serve for up to 60 days without the approval of the Governor in Councilï¿½ or until the Executive Committee agrees to appoint a replacement Interim Chairperson, whichever occurs sooner.ï¿½

6. SECRETARIAT

6.1. Appointment

6.1.1. The Secretariat consists of staff who are public servants, and the President.

6.1.2. The Secretariat may hire experts and others on a contractual basis as required.

6.2. Responsibilities

6.2.1. The Secretariat shall

ï¿½manage the funds that are allocated to the Round Table by Parliament on an annual basis, according to Treasury Board policies and procedures
ï¿½initiate and undertake the research, analysis, policy development, and communications activities required by the Round Table to meet its mandate
ï¿½ensure that its work is consistent with the parameters and authority approved and delegated by the members
ï¿½ensure that its operations comply with appropriate federal government regulations (e.g. Treasury Board policies and guidelines)
ï¿½plan and coordinate the meetings of the Round Table and the Executive Committee, providing the appropriate materials and support
ï¿½provide administrative, promotional and communications support to the members.

6.2.2. The Secretariat shall issue and disseminate the Round Table's reports and other publications.

6.2.3. All reports issued in the name of the members shall include a disclaimer noting that the views expressed therein do not necessarily represent those of the organization(s) with which members are associated or where they may otherwise be employed.

7. PRESIDENT

7.1. Appointment and Term

There shall be a President of the Round Table, who shall be appointed by the Governor in Council, on the recommendation of the Minister, to hold office during pleasure for a term of not more than five years. (NRTEE Act, subsection 10(1))

The President is eligible for reappointment. (NRTEE Act, subsection 10(3))

ï¿½If the President is absent or unable to act or the office of President is vacant, the executive committee may authorize an employee of the Round Table to act as President. (NRTEE Act, subsection 10(4))

7.1.1. The President shall serve in a full-time capacity. His office shall be located at the site of the Round Table's principal office.

7.1.2. He is considered to be a reporting public office holder (RPOH), and shall be subject to the application of relevant federal legislation and policies, including the Conflict of Interest Act and Ethical Guidelines for Public Office Holders and Guidelines for the Political Activities of Public Office Holders (2007).

7.2. Responsibilities

The President is the chief executive officer of the Round Table and has supervision over and direction of the work and staff of the Round Table and shall perform the duties and functions that are imposed, or exercise the powers that are conferred, on the President by or under the by-laws or resolutions of the Round Table. (NRTEE Act, subsection 10(2))

7.2.1. The President shall be responsible for all of the Round Table's operational and financial decisions, and for the efficient and cost-effective use of its resources.

7.2.2. The President shall develop the overall strategic direction for the Round Table in consultation with the Chairperson and the members, and be responsible for its implementation.

7.2.3. Under the Financial Administration Act, as amended by the Federal Accountability Act, the President is designated as the Round Table's accounting officer.ï¿½ As such, he has legal obligations to appear before parliamentary committees and answer questions relating to matters such as the Round Table's compliance with government policy and procedures, the measures taken to maintain effective systems of internal control, and its budget.

7.2.4. More specifically, the President shall

ï¿½have full authority to engage and dismiss Round Table staff and contractors subject to the provisions of the Public Service Employment Act and other relevant legislation governing management of human resources in the Public Service
ï¿½supervise the direction and work of the Secretariat to ensure that it responds to the members' needs and fulfils the statutory purpose of the Round Table
ï¿½ensure that the Secretariat's work and products meet the highest standards of quality
ï¿½ensure the adequacy of the Round Table's financial control systems, approve budgets and expenditures, and sign off on the audited financial statements
ï¿½act as Chairperson of the Secretariat Management and Planning Committee
ï¿½communicate regularly with the Chairperson and members on matters of strategic importance
ï¿½advise and support the Chairperson and members to help them optimize their impact
ï¿½report to Parliament on behalf of the Round Table on matters such as the Round Table's plans and priorities and its overall performance.

7.2.5. The President shall establish and maintain relationships with key influencers and decision-makers in other federal government departments, other levels of government, and non-government organizations to increase awareness of the Round Table and its work, and enhance its effectiveness and influence.

7.2.6. The President shall act as a spokesperson for the Round Table on all operational and financial matters and, together with the Chairperson, on the Round Table's work.

8. MEETINGS OF THE ROUND TABLE

8.1. Plenary Meetings

The Round Table shall meet at such places in Canada as the Chairperson may select and at such times as the executive committee may select, but it shall meet at least four times a year. (NRTEE Act, subsection 15(1))

A majority of the members in office constitutes a quorum at a meeting of the Round Table. (NRTEE Act, subsection 15(2))

8.1.1. The President and Executive Committee shall be consulted with respect to the location of the meetings.

8.1.2. The timing of the meetings shall be determined by the Executive Committee, with due consideration given to the Round Table's schedule of work.

8.1.3. In addition to the four meetings specified in the Act, special meetings of members may be called by the Chairperson, the President, the Executive Committee, or a simple majority of the members, for any purpose, subject to availability of resources.

8.1.4. The Round Table's Corporate Secretary shall act as secretary to the plenary meetings.

8.1.5. The Chairperson or his designated replacement shall be present before business can be transacted.

8.1.6. Official business shall not be conducted in the absence of a quorum; any decisions made in the absence of a quorum shall not be binding.

8.1.7. The normal practice shall be for members to attempt to arrive at a consensus on issues requiring decision, but if that is not possible, the Chairperson may choose to proceed with an alternative approach to decision-making, such as a vote, with the Chairperson voting only in the event of a tie.

8.1.8. Records of meetings and reports on decisions reached by the plenary shall be kept according to the federal policies governing access to information and information management.ï¿½ They shall summarize the discussions and note decisions reached. They shall not attribute comments to individual members.

8.1.9. Other Attendees

A Minister designated pursuant to subsection (2) and the Chairperson of the Canadian Council of Ministers of the Environment, or of any successor organization thereto, are entitled to receive notice of all meetings of the Round Table and to attend and take part in, but not to vote at, those meetings. (NRTEE Act, subsection 16(1))

The Minister, after consultation with the Chairperson and other Ministers, may designate any Minister of the Government of Canada who has responsibilities relating to the environment or the economy to attend meetings of the Round Table and otherwise participate in its activities. (NRTEE Act, subsection 16(2))

8.1.10. Plenary meetings, or portions thereof, may be designated by the Round Table as open to the public or restricted to Round Table participants only.

8.1.11. Staff, resource persons and invited guests may attend plenary meetings as observers or to provide expertise as required, subject to the approval of the Chairperson and/or the President.

8.2. Executive Committee Meetings

The executive committee shall meet at least four times a year. (NRTEE Act, subsection 9(4))

8.2.1. The meetings shall take place at such places agreed to by the Chairperson and the President.

8.2.2. Attendance at Executive Committee meetings shall be restricted to Executive Committee members and others who may be invited at the discretion of the Chair after consultation with the President.

8.2.3. The Corporate Secretary shall act as secretary to the Executive Committee and shall attend meetings of the Committee.

8.2.4. The quorum for any meeting of the Executive Committee shall be the majority of Executive Committee members in office including the Chairperson.ï¿½ The President shall not be counted for quorum purposes.

8.2.5. Official business shall not be conducted in the absence of a quorum; any decisions made in the absence of a quorum shall not be binding.

8.2.6. The normal practice shall be for voting Executive Committee members to attempt to arrive at a consensus on issues requiring decision, but if that is not possible, the Chairperson can choose to proceed with a vote, with the Chairperson voting only in the event of a tie.

8.2.7. Records of meetings and reports on decisions reached by the Executive Committee shall be kept according to the federal policies governing access to information and information management.ï¿½ They shall be summarize the discussions and note decisions reached. They shall not attribute comments to individual members.

8.2.8. The Executive Committee shall provide timely reports on its deliberations to the other members of the Round Table.ï¿½ These reports may be verbal, or they may be written, subject to approval by the Committee.

9. REMUNERATION AND EXPENSES

9.1. Round Table members may be paid per diems specified by Order in Council for participation in and travel to plenary, committee, and other Round Table-related working meetings.

9.2. Members may claim reimbursement for eligible travel and accommodation expenses associated with participation in Round Table activities.

9.3. Per diems and claims for travel and accommodation expenses associated with participation in non-Round Table activities, such as conferences, where members represent the Round Table shall be reimbursed only if pre-approved by the President or his designate.

9.4. Members shall ensure that their claims for reimbursement for their time and expenses are clearly attributable to Round Table activities or for activities where they are representing the Round Table or its interests.

9.5. The NRTEE shall apply Treasury Board directives and limits on all travel and related expenses.

9.6. The Round Table may also develop and apply its own policies and procedures to supplement those of the Treasury Board provided they are consistent with and not in excess of rates for travel and related expenses that are set by the Governor in Council and/or the Treasury Board

10. CONFLICT OF INTEREST AND POLITICAL ACTIVITIES

10.1. Conflict of Interest

10.1.1. Members, the Chairperson and the President are subject to the Conflict of Interest Act.

For the purposes of [the] Act, a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person's private interests. (Conflict of Interest Act, section 4)

10.1.2. The President is subject to all provisions of the Act. Members and Chairperson are subject to several but not all the provisions of the Act.

10.1.3. Those who are in conflict situations shall not take part in a decision in which it appears that he may be unable to remain impartial in choosing between the interests of the Round Table and personal or business interests of others.

No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest. (Conflict of Interest Act, subsection 6 (1))

A public office holder shall recuse himself or herself from any decision, debate or vote on any matter in respect of which he or she would be in a conflict of interest. (Conflict of Interest Act, section 21)

10.1.4. Members, the Chairperson, and the President shall disclose to the Conflict of Interest and Ethics Commissioner any possible personal, family or business relationships that reasonably could give rise to a conflict of interest or the appearance of a conflict of interest.

10.1.5. They shall not use privileged information gained in the course of Round Table work for personal benefit or gain, or for the personal gain or benefit of others.

10.1.6. Members, the Chairperson and the President shall inform themselves of their relevant legal and other obligations with regard to possible conflicts of interest and they shall consult directly with officials in the Office of the Conflict of Interest and Ethics Commissioner for advice on conflict of interest issues specific to their own circumstances.

10.2. Political Activities

10.2.1. Members and the Chairperson are subject to the Privy Council Office's Ethical Guidelines for Public Office Holders and Guidelines for the Political Activities of Public Office Holders (2007) with regard to political activities. The Guidelines reflect the general principle that a public office holder should not participate in a political activity where it may reasonably be seen to be incompatible with the public office holder's duty, or reasonably seen to impair his or her ability to discharge his or her duties in a politically impartial fashion, or would cast doubt on the integrity or impartiality of the office.

10.2.2. Having regard to the general principle noted above, members may

ï¿½contribute funds to a political party and hold membership in a political party
ï¿½attend partisan events, display campaign material, or express partisan views in a public setting.

10.2.3. Members shall

ï¿½take a leave of absence from their office in order to seek nomination, run for office, fundraise, manage a campaign or campaign
ï¿½resign if elected to a political office.

10.2.4. Members, the Chairperson and the President shall inform themselves of their relevant legal and other obligations with regard to their political activities and they should consult directly with officials in the Privy Council Office for advice specific to his own circumstances.

10.2.5. Members shall advise the Chairperson and the President of any potential conflict issues or situations relating to their political activities, and should consult directly with officials in the Privy Council Office for advice specific to their own circumstances.

11. CONFIDENTIALITY OF DOCUMENTS

11.1. Round Table documents tagged or labelled as Draft or Confidential, although subject to Access to Information laws, shall not be distributed or disclosed to any other party outside of the Round Table for any reason. They shall not be used to further the member's private interest or those of others with whom he is associated.

11.2. Documents not tagged or labelledas Draft or Confidentialmay bedistributed.

12. COMMITTEES

12.1. The Round Table may appoint standing committees, task forces and other committees to assist with the conduct of activities and programs.ï¿½ Terms of reference for each of these committees shall be approved by the Executive Committee.

12.2. The Secretariat may appoint expert groups, advisory committees and other committees to assist with activities specific to its responsibilities. Terms of reference for each of these committees shall be determined by staff in the Secretariat and approved by the President.

13. CHANGES TO THE BY-LAW

The Round Table's by-law may be amended, or repealed and replaced with approval of a quorum of members at a plenary meeting.

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