From the EMCC Board of DirectorsBackground to the Bylaw #1 Revision and Amendments to Appendix #2 Articles of Governance
It is the mandate of the Governance Committee to review the governance documents prior to each Assembly to ensure the EMCC governing documents are up-to-date and compliant with the Act. With this in mind they became aware that:
- certain requirements in the present Bylaw were not compliant with the Federal Not-for-Profit Incorporations Act (Canada)
- our practice and the Bylaw and Articles needed to be aligned
- some provisions were really policy (e.g. Mission, Objectives, Duties of Directors, Duties of the President)
- some provisions are covered in the Act and do not need to be repeated in Bylaw
Victor Howard, Pahl Howard LLP, was engaged to review and re-write Bylaw #1 and Appendix #2 to ensure these documents are in good order. Because of the many changes to Bylaw #1 a Revised Bylaw is being presented to the membership. Numerous amendments to Appendix #2 are being presented at this time as well due to the interconnectedness of these two documents. Significant changes to Bylaw #1Quorum at a meeting of the members
“A quorum for the transaction of business at any Assembly shall be at least 50 persons present in person, each being an Individual Member entitled to vote thereat, or a Delegate for a Corporate Member, and representing in the aggregate not less than 10% of the outstanding Members of the Corporation (whether Individual Members or Corporate Members) carrying voting rights at the meeting. If a quorum is present at the opening of a meeting of members, the members present may thereafter proceed with the business of the meeting, even if a quorum is not present throughout the meeting.”
“A quorum at any General Assembly shall be the attendance in person of delegates representing at least 20% of the corporate members and at least 20% of individual members.” The board wants to ensure that the threshold is not so high that it could make the conduct of
business difficult or impossible. We believe this quorum is more in line with the Assembly attendance trends we have seen over the past few years.Board of Directors
5.05 Term of Office
All Directors (7-9 in number established in our Articles of Incorporation) will be elected by the members. This is compliant with the Act.
188.8.131.52 Of the maximum nine directors, seven (7) shall be elected by the membership. The additional two (2) members of the Board of Directors may be appointed from time to time by unanimous consent resolution of the elected directors. This is not compliant with the Act.Length of time before a director can come back on the Board
…A director who has served two (2) consecutive terms shall be eligible to stand for re-election at the General Assembly next ensuing after expiration of his last term (i.e. after an approximately 2-year hiatus).
…A director who has served two (2) consecutive terms shall be eligible to stand for re-election at the second General Assembly after the expiry of his last term.
The board feels that a 2-year hiatus is enough time to wait before returning to the board.New Bylaw if AcceptedCurrent BylawProposed Changes to Articles of Governance
Revised Articles of Governance if Approved