Bylaw Review 2024 – Article 5

Article 5 – ‘Meetings of the Association’- Changes 

5.1.1 – Added a provision making the AGM an in-person event only.  

5.1.2 – Removed the option for postal-mailing the notice and making the notice an email delivery option only.  

5.1.4 h) – Changed the wording around so that instead of saying what isn’t allowed on the agenda rather listing off what is allowed.  

– Line (i) was added to make it clear that nominations will not be accepted from the floor at the AGM. Nomination and vetting needs to be followed as outlined in Article 4 

5.1.5 – Is a new section detailing how and when items can be added to the agenda. This, combined with 5.1.4.j, was hoped to bring the AGM requirements in line with regular and accepted AGM practices to allow the meetings to function and flow in a professional and orderly manner. 

5.2.1 – The requirements for calling a special meeting were increased. When reviewing other bylaws and standards, it was felt that the current minimums were too low. 

5.2.2 – Same as the AGM, Special Meetings need to be in person.  

5.2.3 – Talking about the sending of the notice, this brings it in line with the AGM notice in that the notification will be sent out via email only, dropping the option for postal mail.  

5.2.4 – Clarifying that only the items on the approved agenda for the meeting will be discussed during the meeting.  

5.2.6 – Due to the serious nature of the need to possibly remove a sitting Director from the board, it was felt that this process deserved its own detailed, documented, and hopefully reasonable and fair steps to do so. 

5.3.4 – New section added ‘Conflicts of interest’. Original 5.3.4 is now 5.4 ‘Voting’. The original bylaws didn’t address the topic of conflicts of interest, so some text was added to detail the issue, possible ways to confirm, and what can be done if the is a possible conflict. 

5.4.1 (was 5.3.4.1) – Voting was broken off into its own section. Also, some wording was added to outline an exception about the voting process for electing Directors. 

Section numbering change: Section 5.4 is now Section 5.5 

5.5.4 (was 5.4.4) – Added the specific detail about ‘members who are not members of the board’ to mathematically accommodate the outnumbering provision, and to confirm that they are Voting Members.