Role of the "Superior Body"

[VBenz]

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 (12^th 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

[Rob Elsman]

Are you saying that 15,000 people are invited to the Annual General Meeting? That is a logistical nightmare. I find it hard to believe.

[VBenz]

On 2/12/2024 at 11:41 AM, Rob Elsman said:

Are you saying that 15,000 people are invited to the Annual General Meeting? That is a logistical nightmare. I find it hard to believe.

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.

[Josh Martin]

On 2/12/2024 at 12:32 PM, VBenz said:

1.    That in such a federation structure, the Executive is the superior body in the operation of the federation?

Not so far as RONR is concerned. In RONR, the general membership (or actually, the convention in your case) is the superior body.

It may well be that applicable law or your bylaws provide otherwise, but that is beyond the scope of RONR and this forum.

On 2/12/2024 at 12:32 PM, VBenz said:

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).

As a technical matter, a rule pertaining to a single convention is a "convention standing rule." But otherwise, I agree.

On 2/12/2024 at 12:32 PM, VBenz said:

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.

So far as RONR is concerned, such resolutions are binding upon the Executive Board, not merely "guidance."

Again, however, your bylaws or applicable law may provide otherwise, but that is beyond the scope of RONR and this forum.

On 2/12/2024 at 1:57 PM, VBenz said:

No, there is a Voting Delegate system, based on Affiliated Club size.  The bylaws state:

What you are describing is not unusual for such a large organization. RONR refers to a system like this as a "convention," which is discussed in more detail in RONR (12th ed.) Sections 58-59. The term "annual general meeting" is more commonly used in a system where all members are free to attend.

[Rob Elsman]

Yes, I agree with Mr. Martin.  A good reading of the whole of RONR (12th ed.) Chapter XIX would be beneficial.

[Atul Kapur]

On 2/12/2024 at 1:32 PM, VBenz said:

That in such a federation structure, the Executive is the superior body in the operation of the federation?

You say that you are federally registered as a charity. All charities are registered by and with CRA, but the important question is whether you are incorporated federally (under the CNCA) or provincially (under the Societies Act). I know that the CNCA gives the board of directors (presumably your "executive") certain powers and obligations; I believe that the Societies Act is similar but I'm not as familiar with it.

On 2/12/2024 at 1:32 PM, VBenz said:

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).

Except that your bylaws are not silent. You tell us that they say "All Meetings of the Federation including Executive Meetings shall be conducted according to the most recent edition of Robert’s Rules of Order." "All Meetings" would include the AGM. As RONR says, the second item of business for the AGM/Convention is to adopt rules for the meeting.

On 2/12/2024 at 1:32 PM, VBenz said:

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.

These relate to the fiduciary duty of the directors. 

I recommend that you get advice on the duty of directors and the board in your situation.

[VBenz]

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

Vic