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HomeMy WebLinkAboutCOR-2025-498 - Centre in the Square Appointments and Board of DirectorsStaff Report J IKgc.;i' r� R Corporate Services Department www.kitchener.ca REPORT TO: Council Meeting DATE OF MEETING: December 15, 2025 SUBMITTED BY: Amanda Fusco, Director, Legislated Services/City Clerk PREPARED BY: Amanda Fusco, Director, Legislated Services/City Clerk WARD(S) INVOLVED: All DATE OF REPORT: November 20, 2025 REPORT NO.: COR -2025-498 SUBJECT: Centre in the Square (CITS) Appointments and Board of Directors Amendments RECOMMENDATION: That Tony Giovinazzo be appointed as a Centre In The Square, Board Director for a three- year term, expiring November 19, 2028; and further, That the appointment of Alex Kinsella and Kayleigh Platz, Board Directors be renewed for a second three-year term, expiring November 15, 2028; and further, That the appointment of Dan Carli, Chair, be renewed for a two-year term, expiring January 1, 2028; and further, That the by-law attached as Appendix A to Corporate Services report COR -2025-498, to expand the number of Board Directors from fourteen to fifteen members, be adopted. REPORT HIGHLIGHTS: • The purpose of this report is to seek Council support for appointments to board of directors for the Centre in the Square (CITS). • The key finding of this report is CITS is shifting towards a governing board, increasing the role and responsibilities towards strategic priorities, stakeholder engagement and stewardship, and capacity building, requiring broader representation, diversity of perspective, increased community support, and additional expertise to effectively guide the organization and requires such appointments and increases to its board of directors. • The financial implications are none. • This report supports the delivery of core services. BACKGROUND: The city's local boards, as defined by the Municipal Act (the Act), the Kitchener Public Library and Centre in the Square (CITS), conduct their own recruitment and facilitate their own appointment processes. The Act requires require Council approval of members recommended *** This information is available in accessible formats upon request. *** Please call 519-741-2345 or TTY 1-866-969-9994 for assistance. Page 14 of 48 to be appointed to the boards. Council approved appointments to the Board in 2025 to fill a remaining vacant spot with the appointment of Bill (William) Mc Bay. REPORT: On November 20, 2025, staff received correspondence from Centre in the Square (CITS) (attached as Appendix B) regarding CITS' Board of Directors recommendations to; • Appoint Tony Giovinazzo as Centre In The Square, Board Director • Renew a second term for Alex Kinsella and Kayleigh Platz, Board Directors • Request for Extension of Chair Term, and • Recommend of the Expansion of the Board of Directors. In receipt of the correspondence, staff in Legislated and Legal Services reviewed the Act, CITS governing legislation and previous by-law amendments (2006-182) to increase the number of directors and confirmed council's authority to increase the number of directors to 15, as requested by the board, by by-law. Council approval of the appointments and by-law amendment is being sought. STRATEGIC PLAN ALIGNMENT: This report supports the delivery of core services. FINANCIAL IMPLICATIONS: Capital Budget — The recommendation has no impact on the Capital Budget. Operating Budget — The recommendation has no impact on the Operating Budget. COMMUNITY ENGAGEMENT: INFORM — This report has been posted to the City's website with the agenda in advance of the council / committee meeting. CONSULT and COLLABORATE — PREVIOUS REPORTS/AUTHORITIES: There are no previous reports/authorities related to this matter. OR • COR -2025-238: Appointments to AdvisoaLlQuasi-Judicial Committees and Local Rnarrl z • Municipal Act, 2001 • Planning Act APPROVED BY: Victoria Raab, General Manager, Corporate Services Department ATTACHMENTS: Page 15 of 48 Appendix A — Proposed By-law respecting the composition of The Centre In The Square Inc. Appendix B — Centre in the Square Letters of Support from Board Page 16 of 48 Appendix A to COR -2025-498 I:yCW_\TJI►IrJ►VA11.1: 1:4 OF THE CORPORATION OF THE CITY OF KITCHENER (Being a by-law respecting the composition of The Centre In The Square Inc.) WHEREAS The Centre In The Square Inc. was established as a corporation without share capital with a board of directors pursuant to the City of Kitchener Act, 1981, S.O. 1981, chap. 90; as subsequently amended from time to time; AND WHEREAS The Centre In The Square Inc. is a local board as prescribed by Ontario Regulation 582/06; AND WHEREAS in accordance with sections 196 and 216 of the Municipal Act, 2001, as amended, municipalities have the power to change a local board including passing a by-law to provide for the composition of the board; AND WHEREAS on December 15, 2025, the Council of the City of Kitchener considered and passed a resolution to increase the current fourteen member board of directors for The Centre In The Square Inc. by the addition of one lay appointee for a term not to exceed four years; NOW THEREFORE the Council of The Corporation of the City of Kitchener enacts as follows: 1. By-law 2006-182 of the Corporation of the City of Kitchener is hereby repealed. 2. "The Board of The Centre in The Square Inc. shall be composed of: a) fifteen (15) directors, with voting rights, the composition of which is as follows: i. The mayor of the City of Kitchener ii. Three directors, other than the mayor of the City, who shall be members of council. Page 17 of 48 Appendix A to COR -2025-498 iii. Eleven directors who shall not be members of council, for a term not to exceed four years, and b) the position of Past Chair, ex —officio, without voting rights, to be filled from time to time by the outgoing Chair of the Board, for a one year term following the completion of term as Chair, for the purposes of providing assistance to the newly elected Chair in transitioning into the position and to act as a resource for the Board and new Chair. 3. This by-law to become effective immediately upon passing thereof. PASSED at the Council Chambers in the City of Kitchener this day of December, 2025. Mayor Clerk Page 18 of 48 Appendix B to COR -2025-498 IN THE SQUARE CENTRE IN THE SQUARE INC, BOARD OF DIRECTORS RESOLUTION: Nomination To Appoint A Board Director DATE: Wednesday, November 19, 2025 WHEREAS, the Board of Directors of Centre In The Square Inc. convened a meeting on the above date in accordance with the organization's bylaws; WHEREAS, the Board of Directors of Centre In The Square Inc. seeks to fill a vacancy on the Board in accordance with the bylaws of the organization; NOW, THEREFORE, BE IT RESOLVED THAT, the Board of Directors nominates Tony Giovinazzo to assume the role of Board Director of Centre In The Square, contingent upon approval by the City of Kitchener Council, to serve a term of 3 years or until a successor is duly elected and qualified, in accordance with the regulations and bylaws of the organization; The newly elected Board Director shall assume the duties of the position immediately upon election, or as specified by the organization's bylaws. BE IT FURTHER RESOLVED THAT: The Executive Director of the Centre In The Square Inc. is hereby directed to ensure that all necessary steps for conducting the election are followed, including notifying members of the election, and recording the results. Moved: Mary D'Alton Second: Bit loannidis Approved 101 Queen Street North, Kitchener, Ontario N2H 6P7 T519 578 5660 F519 578 8910 Page 19 of 48 IN THE SQUARE CENTRE IN THE SQUARE INC, BOARD OF DIRECTORS RESOLUTION: Renewal of Term, Board Director DATE: Wednesday, November 19, 2025 WHEREAS, the term of Alex Kinsella as a member of the Board of Directors is scheduled to expire on November 15; and WHEREAS, Alex has demonstrated continued commitment, leadership, and valuable service to the organization; and WHEREAS, the Board wishes to retain his expertise and contributions to support the ongoing governance and strategic goals of the organization; BE IT RESOLVED THAT, the Board of Directors hereby elects to renew the term of Alex Kinsella as a Director for an additional term of three (3) years, contingent upon approval by the City of Kitchener Council, effective from November 15, 2025 through to November 15, 2028. Moved: Jody Stecho Second: Bit loannidis Approved 101 Queen Street North, Kitchener, Ontario N2H 6P7 T519 578 5660 F519 578 8910 Page 20 of 48 IN THE SQUARE CENTRE IN THE SQUARE INC, BOARD OF DIRECTORS RESOLUTION: Renewal of Term, Board Director DATE: Wednesday, November 19, 2025 WHEREAS, the term of Kayleigh Platz as a member of the Board of Directors is scheduled to expire on November 15; and WHEREAS, Kayleigh has demonstrated continued commitment, leadership, and valuable service to the organization; and WHEREAS, the Board wishes to retain his expertise and contributions to support the ongoing governance and strategic goals of the organization; BE IT RESOLVED THAT, the Board of Directors hereby elects to renew the term of Kayleigh Platz as a Director for an additional term of three (3) years, contingent upon approval by the City of Kitchener Council, effective from November 15, 2025 through to November 15, 2028. Moved: Emily Durst Second: Alex Kinsella Approved 101 Queen Street North, Kitchener, Ontario N2H 6P7 T519 578 5660 F519 578 8910 Page 21 of 48 IN THE SQUARE To: The Corporation of the City of Kitchener, Council From: Centre In The Square, Board of Directors Date: Wednesday, November 19th, 2025 Subject: Request for Extension of Chair Term Background: The term of the current Chair, Dan Carli, is scheduled to expire on Wednesday, December 31, 2025. During his tenure, Dan has provided consistent and effective leadership, ensuring that the Centre In The Square Board of Directors continues to meet its objectives and operate efficiently. Rationale for Extension: Given the ongoing nature of several key initiatives such as Strategic Plan, Governance, and the value of maintaining leadership continuity, it is recommended that the term of Dan Carli as Chair be extended for an additional period of up to two (2) years. This extension will allow the Chair to continue overseeing the completion of ongoing projects and to support a smooth transition in future leadership. Recommendation: It is the Board's recommendation that Council approve the extension of Dan Carli's term as Chair of the Centre In The Square Board of Directors for a further period of up to two (2) years, effective Thursday, January 1St, 2026. Prepared by: Alex Kinsella, Vice -Chair Centre In The Square, Board of Directors 101 Queen Street North, Kitchener, Ontario N2H 6P7 T519 578 5660 F519 578 8910 Page 22 of 48 IN THE SQUARE To: The Corporation of the City of Kitchener, Council From: Centre In The Square, Board of Directors Date: Wednesday, November 19th, 2025 Subject: Recommendation of the Expansion of the Board of Directors WHEREAS, the Centre In The Square Inc. currently operates with fourteen (14) members on its Board of Directors; and WHEREAS, the organization is shifting towards a governing board, increasing the role and responsibilities towards strategic priorities, stakeholder engagement and stewardship, and capacity building, requiring broader representation, diversity of perspective, increased community support, and additional expertise to effectively guide the organization; and NOW, THEREFORE, BE IT RESOLVED that the Board of Centre In The Square Inc. recommends to The Corporation of the City of Kitchener Council that the composition of the Board of Directors be expanded from fourteen (14) members to fifteen (15) members; and BE IT FURTHER RESOLVED that the process for appointing or electing additional members be initiated in accordance with the organization's bylaws and governance policies; and BE IT FURTHER RESOLVED that the expansion take effect upon December 15th, 2025. Prepared By: Dan Carli, Chair Centre In The Square, Board of Directors 101 Queen Street North, Kitchener, Ontario N2H 6P7 T519 578 5660 F519 578 8910 Page 23 of 48