ARCHIVED - Telecom Commission Letter addressed to various parties interested in the clarification of submission made by the “pre-incorporation Interim board of Canadian Administrator of VRS (CAV)” as part of the proceeding Telecom Notice of Consultation CRTC 2014-188

File no.: 8665-C12-201403287

Ottawa, 5 September 2014

BY EMAIL

Mr. Frank Folino cad@cad.ca;
Mr. Jonathan Daniels bell.regulatory@bell.ca;
Mr. Gary Birch garyb@neilsquire.ca

RE: Clarification of submission made by the “pre-incorporation Interim board of Canadian Administrator of VRS (CAV)” as part of the proceeding Telecom Notice of Consultation CRTC 2014-188

Dear Sirs:

The Commission received your proposal submitted as part of the process initiated by Telecom Notice of Consultation CRTC 2014-188 (TNC 2014-188). One document was submitted on 25 July 2014 and additional supporting documentation was received on 26 August 2014. Your proposal is available online at www.crtc.gc.ca for the public to view and comment on until 29 September 2014.

Commission staff request that you provide responses to the questions below by 19 September 2014.

1. Refer to paragraph 30 of your 25 July document, which sets out the criteria for registration of Deaf and hard of hearing (DHH) stakeholders. It states that the DHH stakeholder must either: (a) be incorporated under federal or provincial law or (b) have been in existence for a minimum of one (1) year and have a minimum of 20 members. It also indicates that in counting members, an organization can consider its direct members as well as the collective members of any organization recorded in its membership registry.
   1. Assume the following hypothetical scenario:  Organizations A, B and C are potential DHH stakeholder groups. A is incorporated under federal law and has 10 members. B is an organization in existence for the last 13 months with 10 members. C is an organization that has been in existence for 13 months and has only two members, those being organizations A and B. If, under your proposal, A and C are both eligible to be registered because of the number of members, organization A can be a stakeholder in its own right and a participant in a second stakeholder (organization C). If this is the case, indicate whether it would be appropriate to limit the number of stakeholders from one organization being counted as a member of a second organization. If so, identify the appropriate number and provide your rationale.
   2. If an organization both represents the interests of sign language users and provides sign language interpretation services, indicate whether this organization could register as (i) a DHH stakeholder (ii) an interpreter stakeholder or (iii) both a DHH and an interpreter stakeholder. Justify your response.
2. Paragraph 18 of your 25 July document proposes that two (2) Board positions be reserved for interpreter organizations as “permanent invitees”.  These positions are proposed to be treated like directors (elected, attend all meetings of the Board, compensated) except that individuals in these positions would not be directors and would not be permitted to vote.  The proposal also provides that they will be required to comply with the applicable conflict of interest provisions in the Canada Not-for-profit Corporations Act.  Please provide more information about these two positions including:
   1. Indicate any additional rights or powers, if any, they would have.  For example, adding items to the Board agenda, making motions for the Board’s consideration, participating in debate before votes, being present at in camera meetings, or being present during Board votes.
   2. Provide any information you have about other non-profit corporations with such positions on their boards of directors. In your response, indicate whether this structure was successful in these cases.
   3. Since the By-law does not give the “permanent invitees” voting rights or any financial responsibilities, why is a Permanent Invitee prohibited from having the status of a bankrupt?
   4. Please provide rationale as to why you considered the proposed “permanent invitee” positions to be preferable to other arrangements for formal consultation such as an Advisory Panel, as provided for in paragraph 68 of the proposal.
   5. Paragraph 38 of the proposed By-law indicates that “permanent invitees” shall be entitled to receive notice of, attend and participate in meetings of the Board and the Members. Given that a permanent invitee may be employed by an entity that has an interest in a material contract or material transaction with the Corporation, indicate how any potential conflict of interest and/or access to confidential information could be managed to prevent the release of insider information that could unfairly advantage or disadvantage an entity.
   6. At paragraph 18 of your 25 July document, you indicate that “permanent invitees” would be compensated in a similar manner to the DHH Directors and Independent Directors.
      1. Please provide details as to how you propose Directors would be compensated.
      2. Clarify the conditions for remuneration for a permanent invitee, for instance, the attendance of Board meetings or for contributing to committee functions. Provide your rationale. Under each instance, indicate the proposed remuneration.  
3. At paragraph 32 of your 25 July document, and paragraph 28 of proposed By-law, you propose that to be eligible as an Independent Member, “the candidate must not currently have, or in the past three years have had, any direct involvement or association with any TSP or DHH organization or interpreter service organization.” Explain the rationale for your proposed eligibility criteria, including how your proposal will ensure that a reasonable number of candidates with sufficient relevant experience and expertise are available to fill the independent director positions.
4. With regard to the eligibility of Independent Directors, paragraph 28(b) of the proposed By-law states:

   after considering the criteria in subsection (a) above, based on a standard that a reasonable person would apply, each Independent Director shall not, because of his or her current or previous experience and relationships, including spousal or common law relationships, be perceived to have a bias in favour of or against any TSP Stakeholder.

   1. Please provide rationale as to why you considered this provision to be necessary for the Canadian Administrator of VRS (CAV).
   2. Please provide examples of situations in which problems related to such a bias could have been avoided by such a provision.
   3. Explain how the standard would be interpreted and applied and by whom.
5. Please refer to paragraph 24 of your 25 July document where you indicate that you rejected a traditional structure with classes of members who would then elect Directors, and instead propose the registration of stakeholders who would elect Members who would also act as Directors. For convenience, please provide a detailed list of which decisions would require:
   • a vote of the Board of Directors;
   • a vote of the Members; and
   • a vote of both.
6. The proposed By-law sets out the provisions regarding meetings of the Members, Board of Directors, committees and advisory panels, however there is no requirement that sign language interpretation be provided at any of these meetings. Provide your rationale.
7. Please refer to paragraph 39 of your 25 July document.  Provide detailed rationale for your proposal that a filled vacancy not be counted as a term for purposes of the term limitation.
8. Paragraph 7 of Telecom Notice of Consultation 2014-188 includes the provision that “the Board of Directors is to ensure that staff and any advisory panels that may be struck to advise the Board include the perspectives of both the ASL and LSQ communities”. Provide your rationale for including the phrase “where practical” in paragraph 68 of the proposed By-law.
9. Provide your views on rewording the following proposed provisions:
   1. to Article 4 of the proposed Articles of Incorporation, the first purpose of the Corporation and the corresponding wording of the Stakeholder Registration Form as follows:

      provide a national video relay service (VRS) in Canada, in both American Sign Language and Langue des signes québecoise, to ensure that provide telecommunications service, in a manner that is consistent with CRTC determinations, to Deaf and Hard of Hearing individuals who use sign language.

   2. paragraph 61 of the proposed By-law as follows:

      The Board has the power to create, amend and repeal policies, rules and regulations with respect to procedural matters affecting the Corporation, provided that such policies, rules and regulations are neither covered in the By-laws nor in contravention of the Act or CRTC determinations.

   3. to Article 7 of the proposed Articles of Incorporation regarding the distribution of property remaining on liquidation as follows:

      Any property remaining on liquidation after the discharge of any liabilities of the Corporation, other than property that has been transferred to the Corporation subject to the condition that it be returned on dissolution of the Corporation, shall be distributed to one or more organizations as may be designated by the Board and as approved by the CRTC.

10. Provide your views on the addition of the following provision to the proposed By-law:

    The By-law and Articles of Incorporation shall not be altered in such a way that the CAV does not meet the requirements established by the CRTC. This provision shall not be removed or changed without prior approval of the CRTC.

11. Paragraph 31 of your 25 July document and the proposed TSP Stakeholder Registration Form indicate that only those TSPs that meet the minimum revenue threshold set out in Telecom Decision CRTC 2000-745 be eligible to register as a stakeholder. Given that whether or not a TSP meets this minimum revenue threshold and therefore required to contribute to the contribution regime is confidential information:
    1. Justify the proposed TSP stakeholder requirement that each TSP certify that they meet the minimum revenue threshold set out in Telecom Decision 2000-745 and indicate how the CAV will protect information about TSP stakeholders’ contributor status.
    2. According to the Stakeholder Registration Forms, any stakeholder may request a list of all stakeholders at any time. Provide justification and the authority for releasing confidential information regarding a TSP stakeholder’s contribution status.
    3. Identify any additional proposed provisions regarding confidentiality, including the types of documents or information that should be treated as confidential.
12. In reference to the minimum revenue threshold set out in Telecom Decision CRTC 2000-745, it is possible that a TSP meets the revenue threshold in year one and not year two. Identify which year this TSP would be eligible to register as a TSP stakeholder. Indicate what procedure would be followed in the instance a registered TSP stakeholder no longer meets the revenue threshold.

Should you have any questions regarding this letter, please contact Kay Saicheua at

819-934-1358 or kay.saicheua@crtc.gc.ca.

Yours truly,

/ORIGINAL SIGNED BY

Nanao Kachi
Director
Social and Consumer Policy

c.c.:  kay.saicheua@crtc.gc.ca

Date modified:

2014-09-05