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"THE CBA HAS DISSOLVED THE CURRENT CCCA BOARD OF DIRECTORS. 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." JAN. 17 LETTER FROM CBA TO CCCA BOARD MEMBERS Three months later, as she sits in her office contemplating the future of the CCCA, Foy makes her inclinations clear about her membership. "My card is sitting on my desk, with a line across it. It says 'please cancel,'" she says. Surprising as they were, the events of Jan. 17 did not come out of the blue — negotiations had gone on for months between the CCCA and the CBA. The two organizations disagreed over funding and independence, with the in-house counsel group led by Foy demanding more of both. The dismissal of the CCCA board was unprecedented, but the issues that led to it have been there, creating tension since the organization's founding and its associa- tion as a member of the CBA family. Membership in the CBA and CCCA is joint, so every in-house counsel pays on average about $650 per year to be a member of both organizations. Legally, the CCCA does not have a separate status, other than being one of sev- eral bodies within the CBA, so it is the umbrella organization that collects the membership fees and distributes funds. The CCCA has about 10,100 members. Roughly 4,200 are in-house lawyers, and the rest are private bar members. Before the dismissal of the CCCA board, direct funding amounted to about $400,000 in total, or about $40 per member — six per cent of their CBA dues. And that was the CCCA's main complaint — over the years, only a tiny fraction of dues were channelled back to the in-house coun- sel association for it to hold events and run programs. When its board started negotiations with the CBA in 2008, the annual allocation was only $200,000. "A significant number were telling us they wanted a larger proportion to go to CCCA — many thought all of the fees should go to CCCA because that's why they joined," says Foy. The CBA says in a message to CCCA members that it acknowledged early in the process that additional funding was necessary for the CCCA. But the two groups could not agree on the amount. Former CCCA board members were told the bar association could not spare the funding, because the nature of the nation- al organization means it needs to have a wide network and offer services across Canada, which doesn't come cheap. The CBA also pointed out that quoting only what the CCCA members get within the CCCA was unfair, because membership gets in-house counsel all of the support systems and services of the entire CBA organization. About 2,400 of the 4,200 in- house counsel who belong to the CCCA are also involved in two or more substan- tive law sections of the CBA. In-house lawyers are also involved in task forces and chapter or section activity in branches across the country. That, the former CCCA board coun- tered, might be true, but in-house counsel have different needs than the private bar. There was also disagreement over how much independence the CCCA should have in terms of governance, sponsor- ship, and even how to run CCCA's official magazine. Even though it is a CBA subgroup, the CCCA has a certain amount of autonomy already. Before the intervention in January installed a transition team, the CCCA had its own independent board and staff. In addition, one seat on the CBA board is reserved for a CCCA representative and a CBA member sits on the CCCA board. THE AFTERMATH F 28 M AY 2011 www. CANADIAN Lawyermag.com eral counsel of the Alberta Securities Commission has been a CBA member for 17 years, serving the CBA and the CCCA in various volunteer positions. She was CCCA treasurer and a CBA board member when she was dismissed from the positions along with the rest of the CCCA board in January. "There has to be a clear understanding of the differ- ences between in-house counsel and the private bar. And that's the exact battle we were fighting all along. We could never get that point across," she says. Horn, who like all in-house lawyers interviewed for this article, points out her opinions in this matter are her own and not those of the organization she works for, says things could and should have been handled differently by the CBA. "I was very angry when it first happened," she says. "It's the worst kind of disrespect. You disrespect the people who have put in their volunteer time, who left their families for the weekend to do this, it's disrespecting their employers who have subsidized their activities on the board." It's a sentiment reflected over and over ew people know more about the CBA-CCCA dynamics than Kari Horn. The Calgary-based gen- by the volunteers at the former CCCA board interviewed for this article. There was anger over the way they were dis- missed, and over the effects the CBA's actions would have on the CCCA as an organization. "From my perspective, I don't think it's possible to justify the CBA's treatment of that dedicated group of vol- unteers. Not to mention the dismissal of an executive director who put her heart and soul into the CCCA," adds Horn. "I think the CBA board did damage to both organizations by taking the course they pursued. I feel particularly bad for Cheryl Foy as the president, and for Silvie [Kuppek], who lost her livelihood for trying to do the best job she could do for in-house counsel in Canada. How can you fault her for that?"