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top stories CCCA starts 2011 with shocking move But organization focusing on 'renaissance' following board sacking BY KATIA CAPORICCIO C heryl Foy didn't have a very happy start to 2011. On Jan. 17, the former general counsel for Carleton University (now general counsel with ViXS Systems Inc.) and then-president of the Canadian Corporate Counsel Association was on her way to a meeting when she received an e-mail from Canadian Bar Association president Rod Snow. "The CBA has dissolved the current CCCA board of directors," he wrote. "You and all members of the current board have been relieved of your duties. This means that you are no longer a member of the CCCA board and that you are not authorized to act or speak on behalf of CCCA." The CBA and its subgroup for in-house lawyers had been negotiating for months over funding and independence — with Foy's group demanding more of both — a situation that created tension between them. While the two sides were unable to agree, Foy was shocked to learn of the CBA's decision to dismiss her and the other board members. "This is not a personal reflection on any individual, but rather the most effective way for the CBA to move forward in serving its in-house counsel members," Snow wrote. He cited failed negotiations as the reason for the decision. The board's main complaint was that only a small fraction of the money collected through membership fees went back to the CCCA for events and programs. In-house counsel pay about $650 per year to be a member of both organizations. Six per cent of that went to the CCCA. "A significant number [of members] were telling us they wanted a larger proportion to go to CCCA," said Foy. "Many thought all of the fees should go to CCCA because that's why they joined." She argued that the organization's 4,200 in-house counsel members have different needs than their private bar counterparts. Kari Horn, general counsel for the Alberta Securities Commission, was among those dismissed after having been a board member for 17 years. "There has to be a clear understanding of the differences between in-house counsel and the private bar," she said. "And that's the exact battle we were fighting all along. We could never get that point across." The CBA had acknowledged early in the negotiation stages that the CCCA required additional funding, but the two sides couldn't agree on the amount. There was also disagreement over how much independence the CCCA should have in terms of governance, sponsorship, and how to run the organization's official magazine. 14 December 2011 'We're focused on our mandate going forward,' says Geoffrey Creighton. "I was very angry when it first happened," said Horn. "It's the worst kind of disrespect. . . . I don't think it's possible to justify the CBA's treatment of that dedicated group of volunteers." After the dismissal of the CCCA board, Robert Patzelt, gen- eral counsel at Scotia Investments Ltd., took over as president of an interim executive committee while a new board took shape. The CCCA also received a 69-per-cent increase in funding. It will now get $675,000 per year for activities and operations. "The CBA took a very deliberate review of what had trans- pired and decided that it needed to make some changes to ensure that Canadian in-house continued to enjoy the services that they were going to get," said Patzelt. Toronto lawyer Geoffrey Creighton is leading the new executive committee for the CCCA. Creighton, who was named chairman at the organization's August conference in Halifax, says the committee has retained several members from the former board, including Fred Headon, senior counsel at Air Canada, and Antoinette Bozac, vice president of human resources and legal affairs at Canada Lands Co. in Toronto. Creighton, who took some time between meetings to talk about the future of the organization, isn't dwelling on the past. "We're focused on our mandate going forward," he says. "I view it as a kind of renaissance of the CCCA." Creighton notes he has his hands in several projects aimed at moving the organization forward. "My mandate is to take [the CCCA] forward and grow our membership and provide services to make members want to join," he says. Some of those efforts include a training camp for those who are new to in-house practice as well as a biweekly newsfeed sent to members. But Jill Schatz, general counsel at Primus Telecommunications Canada Inc. and a past president of the CCCA board, called the move by the CBA unprecedented ear- lier this year and worried that it would lead people to look to alternative organizations like the Association of Corporate Counsel. "They have made the ACC that much more attractive to in-house counsel," she said. In response, Creighton says he can only focus on making sure his organization is the first choice of in-house counsel. He adds that the revamped structure of the CCCA board is more attuned to the chap- ters. "I'm focused on making sure the CBA and CCCA together are the membership of first choice."