AGM 2010 Special Resolutions: Difference between revisions
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At the [[AGM 2010|2010 AGM]], the following Special Resolutions | At the [[AGM 2010|2010 AGM]], the following Special Resolutions were passed by the membership with over 75% approval: | ||
==Special Resolution to change the Objects== | ==Special Resolution to change the Objects== | ||
Be it resolved that the objects of the Edmonton Bicycle Commuters' Society be struck and replaced with the following: | Be it resolved that the objects of the Edmonton Bicycle Commuters' Society be struck and replaced with the following: | ||
#To provide, administer and maintain a multi-use facility for Edmonton and area dedicated to providing cost-effective, do-it-yourself bike repair facilities and access to economical means of transportation. | #To provide, administer and maintain a multi-use facility for Edmonton and area dedicated to providing cost-effective, do-it-yourself bike repair facilities and access to an environmentally sustainable, economical means of transportation. | ||
#To educate the public by providing courses, seminars and workshops about bike mechanics and/or safe and effective riding, | #To educate the public by providing courses, seminars and workshops about bike mechanics and/or safe and effective riding, | ||
#To extend services to marginalized members of the community as well as new-comers. | #To extend services to marginalized members of the community as well as new-comers. | ||
# | #To facilitate communication between cyclists and governments or others to improve bicycle infrastructure and policy. | ||
#To assist the Edmonton community at large in the promotion, encouragement and understanding | #To assist the Edmonton community at large in the promotion, encouragement and understanding of cycling culture. | ||
==Special Resolution to update the Bylaws== | ==Special Resolution to update the Bylaws== | ||
Be it resolved that the Bylaws be changed as follows: | Be it resolved that the Bylaws be changed as follows: | ||
*The previous bylaws, registered November 3, 1995 are repealed and replaced by the following: | *The [[Bylaws_(1995)|previous bylaws]], registered November 3, 1995 are repealed and replaced by the following: | ||
<ol> | <ol> | ||
===<li>Name</li>=== | ===<li>Name</li>=== | ||
| Line 57: | Line 53: | ||
===<li>Board of Directors</li>=== | ===<li>Board of Directors</li>=== | ||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>'''Composition'''. The Board shall consist not less than seven and no more than | <li>'''Composition'''. The Board shall consist of not less than seven and no more than twelve members, including the President, Vice President, Secretary and Treasurer. The board will select additional portfolios for its remaining members according to the needs of the Society.</li> | ||
<li>'''Termination'''.</li> | <li>'''Termination'''.</li> | ||
<ol style="list-style-type:lower-roman"> | <ol style="list-style-type:lower-roman"> | ||
<li>Any director | <li>Any director or officer of the Board upon a majority vote of all Board Members may be removed from office for any cause which the Board may deem reasonable.</li> | ||
<li>The member may appeal his/her removal from the Board by requesting a Special Board Meeting, following the procedures given in section 7.b, and in particular 7.b.ii.</li> | <li>The member may appeal his/her removal from the Board by requesting a Special Board Meeting, following the procedures given in section 7.b, and in particular 7.b.ii.</li> | ||
<li>A Board member will be re-instated at a Special Meeting upon a majority vote of the members present.</li> | <li>A Board member will be re-instated at a Special Meeting upon a majority vote of the members present.</li> | ||
</ol> | </ol> | ||
</ol> | </ol> | ||
===<li>Duties of the Board of Directors</li>=== | ===<li>Duties of the Board of Directors</li>=== | ||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
| Line 98: | Line 95: | ||
<li>The election of the Board shall take place at the AGM of the Edmonton Bicycle Commuters' Society.</li> | <li>The election of the Board shall take place at the AGM of the Edmonton Bicycle Commuters' Society.</li> | ||
<li>The Chair of the Nominations Committee shall present the names of the all nominees, who are members in good standing, which have been submitted to the committee for consideration at the AGM. Any member may nominate from the floor any member in good standing who is present at the meeting, or who has indicated in writing his/her willingness to serve.</li> | <li>The Chair of the Nominations Committee shall present the names of the all nominees, who are members in good standing, which have been submitted to the committee for consideration at the AGM. Any member may nominate from the floor any member in good standing who is present at the meeting, or who has indicated in writing his/her willingness to serve.</li> | ||
<li>If fewer candidates are nominated than there are available board positions, board members will be deemed acclaimed, and no vote will be required.</li> | |||
<li>Election shall be by secret ballot. All members in good standing who are present at the AGM shall be eligible to vote. Ballots with more than the number of directors to be elected shall be deemed to be spoiled.</li> | <li>Election shall be by secret ballot. All members in good standing who are present at the AGM shall be eligible to vote. Ballots with more than the number of directors to be elected shall be deemed to be spoiled.</li> | ||
<li>The elected members of the board shall normally hold office for two years, or until their successors have been elected. | <li>The elected members of the board shall normally hold office for two years, or until their successors have been elected. Should the board not be defined after the first ballot, a runoff election will be held.</li> | ||
<li>No board member who has served four years of more consecutively shall be eligible for re-election.</li> | <li>No board member who has served four years of more consecutively shall be eligible for re-election.</li> | ||
<li>Candidates for election to the board must satisfy the minimum legal requirements to serve on the board.</li> | <li>Candidates for election to the board must satisfy the minimum legal requirements to serve on the board.</li> | ||
| Line 106: | Line 104: | ||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>'''Board Meetings'''<br /> | <li>'''Board Meetings'''<br /> | ||
Meetings of the Board shall be held as often as may be required, but at least every three months, and shall be given either personally or in writing, to each member concerned. All Board Meetings shall be open to the General Membership.</li> | Meetings of the Board shall be held as often as may be required, but at least every three months, and notice shall be given either personally or in writing, to each member concerned. All Board Meetings shall be open to the General Membership.</li> | ||
<li>'''Special Board Meetings'''</li> | <li>'''Special Board Meetings'''</li> | ||
<ol style="list-style-type:lower-roman"> | <ol style="list-style-type:lower-roman"> | ||
| Line 119: | Line 117: | ||
<li>'''Quorum for Board Meetings''' - Any five Board Members who are physically present shall constitute a quorum for any properly convened Board Meeting.</li> | <li>'''Quorum for Board Meetings''' - Any five Board Members who are physically present shall constitute a quorum for any properly convened Board Meeting.</li> | ||
</ol> | </ol> | ||
===<li>Meetings of the Membership</li>=== | ===<li>Meetings of the Membership</li>=== | ||
All meetings of the General Membership are referred to as General Meetings. | All meetings of the General Membership are referred to as General Meetings. | ||
| Line 140: | Line 139: | ||
===<li>Finances</li>=== | ===<li>Finances</li>=== | ||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>All funds of the Society shall be deposited in a Chartered Bank, Trust Company, or Credit Union | <li>All funds of the Society shall be deposited in a Chartered Bank, Trust Company, or Credit Union.</li> | ||
<li>The books and records of the Society shall be held by the Treasurer or an officer of the board designated by the Treasurer and may be inspected by any member of the Society upon receipt of forty eight hours notice.</li> | <li>The books and records of the Society shall be held by the Treasurer or an officer of the board designated by the Treasurer and may be inspected by any member of the Society upon receipt of forty eight hours notice.</li> | ||
<li>A person without the ability to authorize payments must complete a bank reconciliation on a monthly basis.</li> | |||
<li>The Treasurer shall recommend a qualified auditor to the AGM for appointment. Filing this, the board shall be empowered to appoint an auditor. The auditor may be a member of the Society.</li> | <li>The Treasurer shall recommend a qualified auditor to the AGM for appointment. Filing this, the board shall be empowered to appoint an auditor. The auditor may be a member of the Society.</li> | ||
<li>The auditor's annual financial statement shall be made available by the Treasurer to all members at the AGM, and at other times upon special request.</li> | <li>The auditor's annual financial statement shall be made available by the Treasurer to all members at the AGM, and at other times upon special request.</li> | ||
| Line 171: | Line 171: | ||
</ol> | </ol> | ||
</ol> | </ol> | ||
==Summary of Bylaw Changes== | |||
*2.b.ii. - Added lifetime provision to honorary membership. | |||
:'''Rationale''': Nothing was explicitly stated in the previous bylaws regarding how long an honorary membership was good for, which may result in ambiguity. Ambiguity in the bylaws rarely ends well. Lifetime isn't necessary, but seems appropriate, as honorary memberships are intended for extraordinary members. Alternatives include "the board shall explicitly state the valid term of an honorary membership at time of approval" or "Honorary memberships are valid x years, unless subsequently revoked or resigned in accordance with section 2.g or 2.h, and may be renewed at the discretion of the board." | |||
*2.b.iii. - Added the provision that a recently lapsed member may immediately regain "good standing" status upon payment of dues. | |||
:'''Rationale''': The one month delay is intended to prevent the stacking of a General Meeting after it is called with new members for a single issue. People who have forgotten to renew their memberships should not be prevented from having a vote in the affairs of the society when this oversight is brought to their attention. | |||
*2.c.iii. added - This provision allows the board to waive dues as they deem appropriate. | |||
:'''Rationale''': The board's ability to set dues has always implied the ability to set dues of $0 if they so choose. This clause makes it explicit that dues may be waived for members without making them honorary members, which will be reserved for extraordinary people. | |||
*3.a. - the size of the Board has been changed from 5-11 to 7-12. A list of secondary director portfolios has been removed. | |||
:'''Rationale''': Board quorum is 5 people, a five person board would rarely have quorum, and<br /> the list of secondary portfolios was rigid and unable to change with the organization. Most particularly, the portfolio of "office director" was irrelevant in an organization with staff. | |||
:The allowance for a twelfth board member is slightly random, but as EBC is a large and multi-faceted organisation, a slightly larger board seems reasonable. | |||
*6.c. - Added this section and renumbered subsequent subsections. This provides allowance for acclamation. | |||
:'''Rationale''': If someone is opposed to some board members nominated, they can nominate more and force an election. Acclamation simplifies the process if fewer people are nominated than there are openings. | |||
*6.e. (formerly 6.d.) - Shortened to simply provide for 2 year terms without the requirement for 50% election every year. | |||
:'''Rationale''': The old bylaws required that, in the event that some board members resigned and more than 1/2 the board was up for re-election, some board members would only be elected to 1-year terms. This was administratively complicated (required a secret ballot vote even if there were no more candidates than board positions), and seemed that it would be hurtful to those who were elected, but only for one year. | |||
:There will always be some turnover of board members before their terms are up, as people's circumstances change, so attempting to force a 50% turnover every year is an ideal that is unlikely to ever be reached. | |||
*10.a. - Removed "and payments made by cheque, signed by two officers of the board." | |||
:'''Rationale''': The world has changed since 1995. Electronic payment is now the norm. Removing this clause allows the board to set financial policies to ensure sufficient controls, while still allowing us to use conveniences like web banking, automatic withdrawal and direct deposit paycheques. | |||
*10.e. - Changed to simply indicate compliance with the law. | |||
:'''Rationale''': The existing bylaws required filing our society annual return with 30 days of the society's anniversary of registration (August 8, so deadline Sept 7). Our fiscal year ends August 31, so this left only a week to prepare the return. The legal deadline is currently the end of the month following our anniversary month - so deadline Sept 30 - which makes a lot more sense. | |||
*Section 11 - Rewrote to allow small borrowing at board discretion, large borrowing (such as a mortgage or bond issue) requires membership approval | |||
:'''Rationale''': The previous version said we had borrowing powers, but could only exercise them with a special resolution of the membership. Since a special resolution is the same thing required to change the bylaws, this was the same thing as saying that we don't have borrowing powers. | |||
:This restriction could be interpreted to prevent the society from incurring any debt whatsoever, including making purchases on account. A strict interpretation would prevent the normal flow of business. | |||
:This change will also allow the board additional flexibility in financial matters, and could include establishing a low-limit credit card to pay for Babac purchases, currently paid by a former board member's credit card. | |||
:The issue of debentures still require a special resolution, as this is explicit in the Societies Act. For those not in the know, debentures are different from other debts in that they are long term and unsecured. A bond issue is a debenture; a mortgage is not because it is backed by collateral, and a line of credit is not because it is short term in nature. | |||
*13.c. - Changed 2/3 to 3/4 of members attending meeting. | |||
:'''Rationale''': "Special Resolution" is actually defined in the Societies Act, and requires a 3/4 vote. We either need to update or remove this clause so that there's no confusion on the requirements. | |||
*All instances requiring communication by mail have been revised to allow for electronic communication. | |||
:'''Rationale''': The bylaws have not been updated in 15 years. It's not 1995 anymore. | |||
*Various typos corrected. | |||
** Section 9 is renamed "Remuneration" from "Renumeration" | |||
**7.b.ii. - The word petition has been added to the sentence "must present the Secretary with a ''petition'' setting forth" | |||
**8.a.i. - The spellings of warranted and judgment have been corrected. | |||
==Why the changes?== | |||
EBC is now 30 years old, and has only had a major update to the bylaws and objects on one occasion. The bylaws are in need of updating to reflect our growth, and to alter a few things that were somewhat unusual. The [[Proposed_Bylaws|new bylaws]] are heavily based on our [[Bylaws (1995)|existing bylaws]], and a summary of the differences between the two can be found [[Proposed Bylaws#Summary of Changes|here]]. | |||
The Board of Directors also made a decision to pursue CRA registration as a charity. In order to register, we need to update our [[Objects|registered objects]] (purposes) to reflect an exclusively charitable purpose. The [[Proposed Objects|new purposes]] that we've identified seem to fit with both the CRA's needs as well as our existing programs. | |||