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As you know, our Annual General Meeting is coming up!! 

2014/15 AIDS Programs South Saskatchewan Annual General Meeting 

June 10, 2014 from 7:00 pm – 9:00 pm 

United Way Office (1440 Scarth Street) in Meeting Rm. 2

  1. Financial and Auditor reports
  2. Reports of the Executive Director and Co-Chairs
  3. Election of Officers
  4. Adoption of proposed Bylaw amendments

AIDS Programs South Saskatchewan

Proposed Bylaw Amendments

June 2014

3.n. “Voting Member” means:

i. any donor to the Organization who makes a minimum donation of $20 between May 1 of the previous year and May 15 of the year in which the AGM is held  OR

ii.  any person having signed up and been accepted as a client at AIDS Programs South Saskatchewan, or continuing to be signed up and receiving services,  during the same time period as identified in i. above.

Rationale: to ensure that voters have been involved with AIDS Programs South Saskatchewan for at least one month prior to voting AND to ensure that clients have a voice regardless of their financial resources or ability to make a donation to the organization.

NOTE: Impacts 24.a. as well – would need to have paid or be a signed-up client by May 15 to be nominated as a Director.

8. All paid memberships shall expire May 14 of each year.

Rationale: consistency with 3.n. above.

11. Annual General Meetings shall be held no later than June 30 in each year.

Rationale: clarity.

15.f. Upon becoming a Voting Member, individuals will indicate their choice to receive Notice of Meeting and other communications related to meetings or other business of the organization either by:

i. regular mail

ii. email

iii. posting of information in the common area of the AIDS Programs facility.

 The onus to update changes to regular mail or email addresses shall lie with the Member.

Rationale: Improved efficiency, decreased cost, and ability to communicate with members in the manner of their choosing.

24.b. No person shall be elected or appointed as a Director…or in a position which could be considered a significant and sustained conflict of interest as per 55.a.

Rationale: consistency with 55.a. Significant and sustained conflict interferes with the Board Member’s ability to adequately participate in Board business while keeping the best interests of the Organization foremost.

29.  A person shall immediately cease to be a Director:

            h. If the person is considered to be in Conflict of Interest under proposed amendment 55.c. (addressing significant and sustained conflict).

Rationale: Consistency with amendment 55.c. Significant and sustained conflict interferes with the Board Member’s ability to adequately participate in Board business while keeping the best interests of the Organization foremost.

Voting Electronically

33.a. Where a decision on a matter is required prior to the next scheduled Board meeting, the matter may be put to the Board by the Chairperson, or in his absence, the Vice-Chairperson, by email.

            i. Where there has been preliminary discussion, the Chair will invite a Board Member to submit a written motion. The Chair will distribute the motion to all Board Members and request a seconder. After receiving a seconder, the Chair will invite discussion and conduct an electronic vote in accordance with the following procedure.

            ii. The Chair will distribute to all Board Members, by email, the written motion, the mover and seconder’s names, and any materials pertaining to any preliminary discussions.

            iii. All emails from the Chair and all other Board Members pertaining to the motion and vote will identify in the Subject line: “E-vote” followed by the topic of the motion and vote.

            iv. All recipients are required to confirm receipt of the motion, even if they do not wish to participate in the discussion.

v. Discussion shall take place using the appropriate Subject line format and using the “Reply All” method.

vi. The Chair will determine when discussion should conclude, and shall set the time period during which votes must be cast (usually 2 days).  The motion (including any friendly amendments), the mover’s and seconder’s names, and the time period for the vote shall be e-mailed to all Board Members.

vii. All Board members will confirm receipt of the call to vote by replying to the Chair only, using the appropriate Subject line format, in one of the following ways: “Motion on (subject name) – in Favour/Against/Abstain”.

viii.  Secretary of the Board will make and keep a record of the discussion and will count the ballots. The Secretary will follow up by one phone call and voice mail should any Board Member not acknowledge receipt of either the motion or the call to vote.

ix. The Chair will announce via email the results of the vote at the close of the voting period. Such announcement will be considered conclusive and binding, except as identified in 33.x. and 33.xi below.

x. If requested by a Board Member, votes cast via email will be re-confirmed at the next Board Meeting and this confirmation will be recorded in the minutes of that meeting.

xi. Should the confirmation process find that a Board Member did not in  fact write/send the email casting their vote, the vote shall be deemed invalid and the vote will take place in person at the current Board Meeting.

xii. Email votes will only be conducted for matters which do not require extensive background materials nor extensive discussion. If any Board Member is in disagreement with electronic voting on a specific matter, they must inform the Chair in writing. The Chair will then be required to call a Special Meeting in order to conduct an in-person vote. 

Rationale: Clarity

33.b, d, e. Delete

Rationale: addressed in proposed 33.a.

41.h. The Nomination Committee must accept additional nominations… not later than twenty days prior to an Annual General Meeting.

Rationale: Allows for Directors to be nominated from the floor, as has been past practice. Note: These nominees must qualify as a Voting Member in order to be eligible as a Director.

Conflict of Interest

55.a. When conducting any AIDS Programs South Saskatchewan business transacted in any way, including at a meeting of the Board, committee or subcommittee, a Director or member of a Committee or Subcommittee is considered to have a Conflict of Interest when they have a real or perceived:

  • Personal interest (directly benefits themselves or a person closely associated with them), 
  • Financial interest (including but not limited to employment, gifts of any amount of money, gifts valued at greater than $20)
  • Professional/volunteer conflict (including but not limited to activities or positions on other boards or with other organizations which interfere with the Board Member’s ability to act in accordance with the vision, mission and values of AIDS Programs South Saskatchewan, or to act in the best interests of AIDS Programs South Saskatchewan.  Examples of a professional or volunteer conflict would include political activities opposed to Harm Reduction, employment or volunteer positions on organizations competing with or in opposition to AIDS Programs South Saskatchewan).

55.b. In circumstances where the conflict is not significant or sustained, the Director or member with the conflict must:

  • disclose such conflict to the Board Chair,
  • remove themselves from the interaction or meeting until the business has been concluded,
  • not make or second resolutions,
  • not vote

until the matter in conflict has been concluded and the business of the meeting has moved on to other items.

55.c. If circumstances are such that a conflict arises that is considered by the majority of the Board of Directors to be significant and sustained, the Director with the conflict must resign from the Board.

Rationale: to clarify matters considered a conflict, and the processes to deal with such conflicts

Confidentiality

56. Board and committee members have a duty of loyalty to AIDS Programs South Saskatchewan. As such, Board Members are required to keep confidential issues confidential. Confidential issues may deal with performance evaluations, personnel dilemmas, financial and business negotiations, communication with the organization’s legal counsel, client information, desired anonymity by a donor, or any other sensitive matter that needs to remain within the walls of the boardroom or in the files of the organization. Any legitimate activity that has not been made public should be treated as confidential or should be communicated only by the organization’s chosen spokesperson.