VBenz

Thank you all for your help and correction of interpretation. This is a critical aspect of our organization. Vic

No, there is a Voting Delegate system, based on Affiliated Club size. The bylaws state: All Affiliated Clubs, including the Direct Members Club, may participate in the operation of the Federation through the selection and registration of Voting Delegates for the Annual General Meeting and any Special General Meetings called by the Federation as follows: · The complete Affiliated Club roster on record with the Federation as of November 30 of the previous year for which the full Annual Per Capita Fee has been paid to the Federation shall be used for existing Affiliated Clubs. · The most recent complete Affiliated Club roster on record with the Federation for which the full Annual Per Capita Fee has been paid to the Federation shall be used for new Affiliated Clubs. · Two Voting Delegates for the first 100 Affiliated Club members or fraction thereof, plus · one Voting Delegate for each additional 100 Affiliated Club members or fraction thereof, up to 500 Affiliated Club members, plus · one Voting Delegate for each additional 500 Affiliated Club members or fraction thereof. That gives us a maximum of 250 or so possible delegates at any members meeting. About 200 attend. Incidentally, one of our sister province associations has over 70,000 members, and each one is eligible to attend and vote at their AGM. Their maximum attendance has been about 300 members.

We are a provincial federation, and a federally registered charity. The membership consists of registered (under the province’s Societies Act) independent affiliated clubs, a few hundred direct members, and a handful of life members. In total, we represent over 15,000 affiliated club members, direct members and life members. At the Annual General Meeting (of members), the membership annually membership elects 6 of the 16 positions on the Executive (board of directors) consisting of the president, 2 vice presidents and 3 standing committee chairs. The remainder of the Executive positions are elected/selected by other related groups or organizations. One of those positions is the federation’s chief executive officer. The Annual General Meeting (of members) is managed for the members by the federation’s executive. It is a forum for the Executive to: · report to the members including presenting the current year’s budget and the professionally audited financials for the federation, · receive and vote upon any resolutions received from the members, and · conduct elections for the 6 seats on the Executive. Our bylaws state the following with respect to the power of the Executive. The Executive shall manage and operate the Federation within the powers specified in the provincial “Societies Act” and within Canadian Federal and Provincial laws. The Executive is expressly empowered to purchase, lease, or otherwise dispose of shares, stocks rights, leases, or any right therein. The Executive is expressly empowered to pledge as security any of the property solely owned by the Federation, upon such terms and considerations as it may deem advisable. Debentures shall not be issued without a Special Resolution approved by the Voting Delegates at an Annual General Meeting or Special General Meeting of the Federation. All Meetings of the Federation including Executive Meetings shall be conducted according to the most recent edition of Robert’s Rules of Order. Robert’s Rules of Order may be temporarily suspended during a meeting by majority vote of attendees to facilitate a meeting objective. I have reviewed both Robert’s Rules of Order (12th ed.) and this Q&A forum for specific guidance, My questions for clarification are as follows: Is my interpretation correct: 1. That in such a federation structure, the Executive is the superior body in the operation of the federation? 2. The Annual General Meeting (of members) is the membership’s meeting. The process for conducting the AGM is set by the membership alone, through resolutions setting Special Rules of Order (RONR 2:12 – 2:22) (the bylaws are silent on this matter). 3. Through the resolution process, the membership is free to propose any guidance it wishes to the Executive on the operation of the federation. 4. Assuming the Executive is the superior body in the operation of the federation, they must ensure that such guidance received from the membership does not conflict with Canadian federal law, provincial law, and the federation’s own bylaws, before accepting it. 5. Assuming the Executive is the superior body in the operation of the federation, they must ensure that such guidance received from the membership is in the best interests of the federation. Thanks in advance for your advice. Vic

I wholeheartedly echo Mr. Martin's response to check the provisions under which the organization was formed. Anything there will always take precedence over what might be written in an organization's own bylaws, special rules or RONR. In out province, we are incorporated under that province's Societies Act, with the provinces Corporate Registrar. It states: Rescission, etc. of bylaws 15(1) The bylaws of a society shall not be rescinded, altered or added to except by special resolution of the society. (2) No rescission or alteration of or addition to a bylaw has effect until it has been registered by the Registrar. (3) If the Registrar is of the opinion that a bylaw is not in accordance with the application for incorporation or that it contains anything contrary to law, the Registrar shall refuse to register it. Special Resolutions are also fully defined in the act defined as: 1(d) “special resolution” means (i) a resolution passed (A) at a general meeting or special meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and (B) by the vote of not less than 75% of those members who, if entitled to do so, vote in person or by proxy, (ii) a resolution proposed and passed as a special resolution at a general meeting or special meeting of which less than 21 days’ notice has been given, if all the members entitled to attend and vote at the general meeting or special meeting so agree, or (iii) a resolution consented to in writing by all the members who would have been entitled at a general meeting or special meeting to vote on the resolution in person or, where proxies are permitted, by proxy. Vic

Thank you very much for your comments and insight. I particularly appreciate the comments with respect to discipline. Here your input will be very helpful. I assure you that I only used it as an example of an issue, that in my opinion, must be discussed in an Executive Session. Vic

Thank you for time and advice. As I now understand it, in the future, our proper process should be: Properly move the session into executive session. Exclude those that must be excluded. Regular session minutes record the Board went into Executive Session at 11:50 AM. Regular session minutes are suspended at this point. start recording the executive session minutes with the move to executive session. Emphasize the confidential nature of the executive session have a motion made and seconded to deal with (discipline?) person A record the motion in the executive session minutes open and have a fulsome discussion on the matter. When discussion is closed (including possible amendments to the original motion, properly moved, seconded and voted upon), call the current question. Executive minutes record any amendments and their disposition and the disposition of the final question. A motion is made, seconded and voted upon if there is a desire to share specific components of the decision was made Executive session minutes record this decision. A motion is made, seconded and voted upon to return to regular session. Executive session minutes end with the motion to return to regular session. Executive Session minutes are kept separate from the regular session minutes, and only shared with those board members actually present at that Executive Session. There will be approved at the Board's next Executive Session. Regular session minutes resume, with a statement: The Board returned to regular session at 1:26 PM. Am I correct? Any further comments or advice?

Our Board of Directors entered an Executive Session. No attendees were excluded by this move, it was only made to emphasize the need for confidentiality. I contend that anything said and discussed in such a session must be maintained as confidential to only those that participated in the session and not recorded in the minutes, but any decisions made by the Board while in that Executive Session must be recorded in the minutes. Others contend that no motions are even allowed in Executive Session, and can only be made and voted on once we have made, seconded & passed motion to return to regular session (which incidentally, is a motion made and voted upon during the Executive Session!). For example, we move, second and pass a motion to move into executive session to discuss whether or not to discipline person A, but a motion to expel person A can only be made once we have moved, seconded and passed a motion to end the Executive Session and returned to regular session. I contend we need a motion that is seconded before we can even begin to discuss the issue, and since this needs to be kept confidential w.r.t. the discussions, such a motion can only be made in Executive Session. Once that motion is moved, seconded and passed in Executive Session, the decision, and only the decision must to be recorded in the meeting minutes. I have read sections 9:24-27, 19:16, and 49:17-19 in the 12th ed, and cannot seen to find a definitive answer. Please give me your advice/comments/interpretation and reasons. Vic

Thanks for input and the reference.

No, I am not a member of Cindy's organization, I was just pointing out that provincial/state statutes should be checked if the organization is registered.

Mr. Novosielski: We are registered under our Province's Societies Act, and therefore fall under its rules. Mr. Honemann: I apologize if I wasn't clear, it is the Province's own interpretation of their statute that makes the Special Resolution unamendable.

I have an unusual problem. Our AGM is coming up in 4 months, and the Executive is reviewing proposed Resolutions to be presented to the Assembly of Members. One is problematic. It states: Be it resolved that any changes to the ownership of property shared with other conservation entities must be approved By a 75% vote in favor by the Assembly of Members. Today, that is a decision of the Executive. Aside from other issues with this proposed resolution, I feel that if you wish to set a high standard of approval (75% vote in favor), then the same standard should be applied to the proposed resolution as well (75% vote in favor). The originator of the resolution states that only a simple majority is required. What is your opinion?

It may also depend on any provincial/state rules. In my location (Alberta), According to provincial statute, Bylaws can only be amended by a Special Resolution, require 21 days notice of meeting and the specific wording of the Special Resolution and any associated brief, and require a more than 3/4 vote in favour, making the Special Resolution unamendable. Since this is a provincial statute it overrules anything our own bylaws or RRoO may have. Incidentally, we are going through this process at the moment, and have chosen to treat the bylaws as a whole, since many of the bylaws either depend on other bylaws for complete understanding or inform boundaries on those other bylaws. Vic

Thank you for the help! Vic

As the title suggests, are/should a charity's Board of Directors Meeting Minutes be considered a public document? By that I mean, once the minutes are approved at the next scheduled BoD meeting, should they be made publicly available on the website, or should distribution be restricted to the BoD members (rather that the organization's members)? Making them public seems to go a great way towards organizational transparency, but is it a good idea, or even the right idea? Our bylaws are completely silent on the topic. Thanks in advance; Vic

Thank you; very helpful!