Notice of Special General Meeting

The official notice was given via email. It has been posted here for your convenience.

Bylaw revisions due to COVID-19

In light of COVID-19, the Radio Malaspina Society is not able to hold an in-person general meeting. Our bylaws do not allow voting by indirect means (telephone, video call, etc.). However, the provincial government made an order that allows us to hold a virtual meeting and have members attend and vote indirectly during the state of emergency. The Board wants to use this opportunity to amend our bylaws so that we can have virtual meetings and indirect attendance, even after the state of emergency ends.

There will be a special general meeting at 7:00 PM PST on June 9th, 2020 to hear a single special resolution. 

The proposed amendment would:

  • Allow the Board to decide if a general meeting will be held in-person or virtually;

  • Allow members to indirectly attend and vote at virtual meetings; and

  • Allow members to indirectly attend and vote at in-person meetings if they have a valid reason for why they cannot attend in-person.

For review: Ministerial Order M116 can be found here.

RSVP 

Please RSVP by replying to this email (or emailing executive.director@chly.ca) to confirm your attendance. 

Membership

Questions regarding membership can be directed to Jesse Woodward via email at executive.director@chly.ca. You must be a voting member as per our society bylaws to be eligible to vote. See section 2.4 of our bylaws for more information.

SGM Agenda

7:00 PM—Member sign in.
7:10 PM—Meeting commences
(Quorum is 16 members of the Radio Malaspina Society)
7:11 PM—Appointment of a chairperson.
7:15 PM—Preamble on revisions to Constitution and Bylaws
7:17 PM—Bylaw Amendments 6:00 PM—Special Resolution
7:45PM—Adjournment.

Zoom Login Information

Topic: Special General Meeting
Time: Jun 9, 2020, 07:00 PM Vancouver

Join Zoom Meeting Online
https://us02web.zoom.us/j/82251298061?pwd=Q085cFY1bm13UmFJenFlbjVuaTJKdz09

Meeting ID: 822 5129 8061
Password: 467442

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Meeting ID: 822 5129 8061
Password: 467442
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Voting Information

Will be done verbally and/or via the text function in Zoom.

Special Resolution

WHEREAS:

1. The Bylaws currently do not permit Voting Members to vote indirectly, such as by telephone or video call, at general meetings;

2. The Societies Act allows for indirect voting at general meetings if done in accordance with the bylaws;

3. The Board recognizes that in-person general meetings may not be practicable at all times, especially in light of COVID-19 physical distancing requirements and recommendations;

4. The Board wishes to amend the bylaws to allow virtual general meetings;

5. The Board recognizes that in-person attendance at general meetings may not be possible or appropriate for all members, such as those with medical conditions or geographic limitations; and 

6. The Board wishes to allow members to indirectly attend general meetings in situations where the Board determines it is appropriate or where members have a reasonable justification for being unable to attend a general meeting in-person.

THEREFORE:

1. Section 4.7 shall be amended by adding the following sections:

  • 4.7.6. The extent to which indirect attendance will be allowed for the general meeting.

    1. 4.7.7. Instructions for attending at or participating in the general meeting indirectly, including instructions for how to vote indirectly at the general meeting.

    2. 4.7.8. The contact information for one or more of the Directors.

2. Section 4.11. shall be added:

  • 4.11. The Board shall determine:

    • 4.11.1. If a general meeting will be held at a physical location in British Columbia or held virtually; and

    • 4.11.2. To what extent indirect attendance will be allowed at a general meeting, provided that it does not contradict section 4.13.2.

3. Section 4.12. shall be added:

  • 4.12. If a general meeting is held virtually, as contemplated by section 4.11.1.:

    • 4.12.1. The meeting is not required to have a physical location;

    • 4.12.2. Any notice of the meeting is not required to specify a location for the meeting; and

    • 4.12.3. The meeting is deemed to be held in British Columbia. 

4. Section 4.13. shall be added:

  • 4.13. Indirect Attendance

    • 4.13.1. Definition

      • 4.13.1.1. Indirect attendance means the live participation in, including voting at, a general meeting by telephone, voice call, video call, or other similar communication mediums.

      • 4.13.1.2. Indirect attendance does not include the use of mail, email, text, fax, or other communication mediums that do not allow for live participation, except as they may be used to supplement communication mediums as contemplated by section 4.13.1.1.

      • 4.13.1.3. Live participation means participating in a meeting while it is ongoing.

    • 4.13.2. Ability to attend indirectly

      • 4.13.2.1. If a general meeting is held virtually, all members are automatically entitled to attend the meeting indirectly.

      • 4.13.2.2. If a general meeting is not held virtually, a member may only attend the meeting indirectly if one or more of the following are met:

        • 4.13.2.2.1. The member is allowed to attend indirectly, as contemplated section 4.11.2.; or

        • 4.13.2.2.2. One or more of the Directors determine that the member has a reasonable justification for being unable to attend the meeting in- person.

      • 4.13.2.3. A reasonable justification, as contemplated by section 4.13.2.2.2., may include, but is not limited to, medical or geographic circumstances.

      • 4.13.2.4. If a member requests to attend a general meeting indirectly, one or more of the Directors must respond to that request.

      • 4.13.2.5. A member is not required to disclose any personal, medical, or confidential information when making a request to attend indirectly.

    • 4.13.3. A member who indirectly attends a general meeting in a manner contemplated by section 4.13.2. is deemed to be present in-person at the meeting.

    • 4.13.4. The Board must make reasonable efforts to ensure that members who attend a general meeting indirectly are able to communicate with all other members present at the meeting, make their intentions known, and, if applicable, vote at the meeting.

    • 4.13.5.  Nothing in section 4.13. authorizes a person who is not a Voting Member to vote at a general meeting.

Jesse Woodward