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TICO Makes Unilateral Changes to Board Composition Contrary to Bylaws and Without Member Consultation
TICO Cancels Board Election Without Obtaining Approval
Toronto, 24 August 2009: ARTA Canada conveyed today its outrage that the Travel Industry Council of Ontario (TICO) has decided to unilaterally remove one of the three TICO board seats which TICO's bylaws require be directly elected by member registrants (travel agencies and wholesalers). The change is to accommodate one additional ministerial appointment to the TICO board to be made by the Minister of Consumer Services.
Rather than increasing the total number of board members from 15 to 16 or making a change to the number of industry-appointed board members which are already viewed as "patronage" appointments, TICO is taking away a seat which would otherwise be democratically elected by TICO's registrant stakeholders. TICO states that the Minister has "requested" that the board remain at 15 members.
TICO went on to say that this will be a "disappointment" to industry members, but that TICO's decision to eliminate the elected seat was due to "expediency" and that the seat is currently vacant (albeit nominations, ballots and voting had already commenced).
ARTA Canada made the following observations:
1. Rather than remove an elected board seat from TICO registrants, TICO should have sought approval to increase the board from 15 to 16 members. The Minister's "request" to keep the board at 15 is not binding, and it is an affront to the democratic and fair representation process to reduce a seat which is elected directly by registrant stakeholders.
2. TICO had other options if it felt compelled to keep the board at 15 seats, namely seek approval to remove the CITC-appointed seat. CITC is a national (not Ontario) education provider and is neither a direct nor indirect stakeholder in TICO. Surely it would have made more sense to eliminate CITC's "nice-to-have" seat, while keeping actual stakeholders fully represented.
3. TICO had additional options at its disposal to keep the board at 15 seats, namely reduce the number of "patronage" appointments extended to ACTA (3 seats) and CATO (3 seats).
In addition, TICO has bundled a wide and varied set of changes to TICO's bylaws in a single resolution to be approved at the newly rescheduled Annual General Meeting on 24 September 2009. This type of "all inclusive" tactic is destined to fail adoption if members are forced to approve or disapprove a large slate of unrelated changes in a single proposal. TICO should separate the respective changes into individual resolutions so that members may vote their will on each respective amendment.
"This is TICO at its worst. It is completely unacceptable to reduce the number of elected seats, thereby diminishing the only really democratically chosen representation which TICO travel agencies and wholesalers have at TICO. This is a complete sham, and I, for one, will not allow TICO to get away with it!", said ARTA Canada President, Bruce Bishins, CTC.
ARTA Canada will be writing to the Chair of TICO reminding TICO that it can make no change to the TICO board composition until the bylaws have been approved by members and requesting postponement of the AGM until such time that a fair and equitable board composition plan can be developed. ARTA Canada will propose a joint meeting between TICO, the Ministry, and ARTA Canada so that lawful changes can be made and that members will not be subjected to any unilateral dictates of either TICO or the Ministry. ARTA Canada has always favoured a fully-elected TICO board of directors, one free from any patronage appointments.
"TICO has bylaws, and they must be respected", added Bishins.
About ARTA Canada
ARTA Canada is the largest non-profit federally incorporated professional association of travel retailers in Canada, the members of which consist exclusively of travel agencies and travel agents. In addition to advocating fair and equitable treatment of travel consumers, ARTA Canada represents the commercial and strategic interests of its member travel agencies and travel agents in a variety of national and provincial domains including regulatory and legislative matters, automation, technology, sales and marketing, and distribution.
ARTA Canada is the strategic partner in Canada of the U.S.-based Association of Retail Travel Agents (ARTA). ARTA Canada is the Canadian member of UFTAA, the United Federation of Travel Agents' Associations. To join ARTA Canada, complete details and online membership application and secure payment are available on the ARTA Canada web site at www.artacanada.ca/join. |