CBRM Limits Port of Sydney Development Corp Responsibilities

You know that really annoying stage toddlers hit at about age two? When no matter what you tell them, they say, “Why?”

I never outgrew it.

So when CBRM mystery solicitor Jim Gogan appeared at Tuesday’s nominating committee meeting to discuss changes to the Articles of Association of the Port of Sydney Development Corporation (PSDC), I immediately thought, “Why?”

The councilors on the nominating committee — Kendra Coombes (District 11), Darren Bruckschwaiger (District 10), Amanda McDougall (District 8), Ray Paruch (District 6) and Earlene MacMullin (District 2) — indicated they’d been notified they’d be discussing changes to the articles but, as usual in our municipality where everything moves at the speed of light and decisions must be made yesterday, they’d received the details hours before the meeting.



Two of the four changes outlined are not controversial (at least, I don’t find them controversial, and my controversy detector is pretty nicely calibrated).

The first increases the minimum number of directors on the PSDC board from seven to nine to allow for the appointment of a director from Eskasoni and a director from Membertou, each to be appointed by band council resolution. The criteria for choosing the other seven directors remain the same:

Articles of Association, Port of Sydney Development Corporation, 5.05

(I didn’t cut off the list of directors, the “and” leads into the next paragraph.)

I actually have no questions about this, although Councilor Bruckschwaiger suggested the Eskasoni and Membertou appointees should also bring some pertinent expertise to the table.



The second group of changes were what Gogan described as “housekeeping,” intended to bring the PSDC Articles of Association in line with changes to the Nova Scotia Companies Act. For example, a member may now be removed from the company by a vote of 2/3 (down from 3/4) and the members of the company must meet twice a year, one of those meetings being the Annual General Meeting.



Now the fun stuff.

The CBRM’s chief administrative officer (CAO) will no longer be an ex officio director of the PSDC board and board chair. (Ex officio means you’re a member of one thing because of your position in another thing; so, because you’re the CAO of the CBRM you are automatically the chair of the port board).

First, you need to understand — the CAO was going to be the ex officio board chair of the permanent board as well as the interim board. That’s what was originally stated in the Articles of Association.

But while having the municipal CAO serve as port chair seemed perfectly reasonable to Gogan in 2015 when he wrote those articles, he now acknowledges that in “standard corporations” the board chair is elected by the directors. So when the new board is formed, the directors will elect their chairperson and the CAO will be free to do…whatever it is he does when he’s not chairing port board meetings.



This last change is the most significant because it reduces the scope of the PSDC’s authority by defining the Port of Sydney as “the Sydney Harbour and associated infrastructure as it relates directly to the operation of the Joan Harriss Cruise Pavilion terminal and wharf.”

Read: the PSDC will no longer be involved with the greenfield site or Sydport.

As a result of this change, the list of the PSDC’s “objects” has been sharply curtailed. Here’s the list from the 2015 Memorandum of Association:





Note that last line, “These objects, in our opinion, broadly craft the mandate of the organization in a manner which will allow it to operate as a broad based economic development engine for the Municipality.”

Now read the 2017 version (excuse the crap photos, my printer has decided to reduce the scope of its activities in 2017; also, the very last word on the first page seems to be a typo, it should be “or”):

If Gogan et. al.  believe “economic development” is the CBRM’s responsibility, then why was the Port of Sydney Development Corporation a) called a “Development” corporation and b) given a broad economic development mandate in 2015?

And if they had plans to narrow the scope of the Port Corporation’s operations and alter the make-up of its board, wouldn’t the Annual General Meeting have been a good time to run those ideas up the flag pole? The Port AGM was just over a month ago, and not a word was breathed about these plans to alter significant aspects of the corporation. Can you imagine a private sector corporation conducting its business this way?

Why was the interim board — which broke all the rules for board composition by including the Mayor, the Deputy Mayor and three councilors — allowed to preside over all aspects of port development while the actual, community-based board will be restricted to the cruise terminal? (And yes, Deputy Mayor Eldon MacDonald, I know there is a “notwithstanding clause” in the Articles of Association that allows councilors to serve on the interim board, there’s also no limit to the length of time the interim board can sit, those are problems, not explanations.)

The Mayor told reporter Tom Ayers of LocalXpress that the move was in part to ease the burden on the port board, which will be busy with the second berth (are the board members actually expected to help construct the second berth? Is that how we’re going to ensure there are no cost overruns?), and in part to appease council, which wanted more control over the container project.

It’s nice to see some concern for what council wants. As Councilor Paruch pointed out during the meeting, the councilors on the port board haven’t even been keeping their fellow councilors abreast of port developments:

Not once in two years has that group come before council with any kind of report.

And they certainly haven’t been keeping the public informed —  if the port board has met since February 2016, it has not posted its minutes publicly.

Council seemed happy with the changes — they approved them during Tuesday night’s regular meeting. Councilors seemed to feel they will have a better idea of what is happening with the container port project, and that would be a good thing. But we don’t know who, exactly, will head up that file for the CBRM  — the CAO? The Mayor? We do know who won’t be heading it up, Port CEO Marlene Usher who, the Mayor says, will spend the last year of her secondment from ACOA with the Port Corp, presumably watching over Bernadette MacNeil’s shoulder as MacNeil runs the cruise business.

I’d ask “why?” but I think I’ve hit my quota.




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