Amendments to the By-Laws as of 18th of May, 2019
(Restructuring of the 2-year renewable Board to a 3-year rolling Board)
Resolutions voted and adopted at the SGM, 18th of May 2019 [click here for the Notice of the SGM)
Resolution #1
Be it resolved that pursuant to the recommendations of the Board of Directors at this Special General Meeting, held in Ottawa on the 18th of May 2019, the following amended clauses replace those clauses in the By-Laws last amended on the 18th of June 2018:
BOARD OF DIRECTORS
6. The Board of Directors shall consist of up to nine Life Members of the Corporation duly elected as Directors at its Annual General Meeting.
If in the opinion of the Board, the exigencies of the Corporation’s affairs so warrant, the Board may appoint up to two Life Members of the Corporation in good standing, to serve on the Board for a specified term, to the maximum of the remaining period up to the next Annual General Meeting. Such appointment shall require ratification at the next Annual General Meeting.
The nine board members shall be elected and serve according to the following guidelines:
a. Members on the board shall be elected at the Annual General Body meeting of the Corporation. Only the Life Members of the Corporation shall be eligible to stand for the Board membership and to vote for election of candidates to the board.
b. The Board members will be elected on a rolling three-year term as follows:
i) At the Annual General Meeting following the adoption of this amendment, three members shall be elected to the board for a 1-year term, three for a 2-year term, and three for a 3-year term.
ii) Each year thereafter, three new members shall be elected to the board for a 3-year term to replace the three members who have completed their term.
iii) In the event of a mid-term resignation of a board member:
– an interim new board member may be appointed by the Board for the remainder of the year until the AGM, and
– a replacement board member may be elected at the AGM for the remaining term of the member being replaced.
c. A member who has completed the term, may seek re-election but may only serve the Board for a maximum of two consecutive terms.
d. Having served the Board for two consecutive terms, a member of the board will be eligible for re-election after an absence from the board for at least one year.
The board shall take office following the close of the Annual General Meeting and shall meet to elect officers of the Corporation.
OFFICERS OF THE CORPORATION
13. There shall be a President, a Vice-President, a Secretary, and a Treasurer. Each of these officers shall be elected by the Board of Directors from amongst the Board members at the first meeting of the Board immediately after the annual election of the Board. The remaining elected members of the Board shall be Members-at-Large, with duties assigned to them by the Board. The Board may remove an Officer from his/her office in the interest of its more efficient and effective operations and replace him/her with another member of the Board.
Resolution #2
Be it resolved that the Annual General Meeting 2019 may be delayed by up to four weeks beyond June 30 to allow sufficient time for the Board’s nomination process.