Two AGM special resolutions would complete governance changes initiated last year
Published May 13, 2020
Resolutions for CHF Canada’s virtual AGM have been published for members’ review on the virtual AGM website.
Aside from the regular financial resolutions, two national resolutions and one Ontario resolution were submitted this year:
National Special Resolution 1 – Electronic Members Meetings
National Special Resolution 1 authorizes CHF Canada to hold its AGM and other members’ meetings, by electronic or other means. This resolution was submitted to enable CHF Canada to hold a virtual AGM to adhere to physical distancing requirements during COVID-19.
Despite the pandemic, the law requires that CHF Canada offer the members an opportunity to meet and conduct the essential business of the co-operative. By amending the By-laws to allow for meetings by telephonic, electronic or other means, CHF Canada can fulfill its obligations to the members of the co-operative.
CHF Canada By-law No. 1 is silent on the manner in which members’ meetings may be held. Part 6, Section 48(3) of the Canada Cooperatives Act does make a provision for meetings to be held by telephonic, electronic or other means, as long as it provides an opportunity for delegates to be heard.
The Regulations under the Canada Cooperatives Act also permit voting “by telephonic, electronic or other communication facility.”
National Special Resolution 2 and Ontario Special Resolution R1 -Unified and Effective Governance
National Special Resolution 2 and Ontario Special Resolution R1 authorize the bylaw and policy changes required to implement the resolutions passed last year “that the CHF Canada Board of Directors and Ontario Council reorganize into a single governance body.”
93% of Ontario Members, and 96% of National members supported the initial resolutions last year at the AGM in London, Ontario.
The proposed composition of the new governance body would be 16 seats, including:
- Three directors from Ontario
- One director from British Columbia/Yukon
- One director from Alberta/Northwest Territories
- One director from Saskatchewan/Manitoba
- One director from New Brunswick/Prince Edward Island
- One director from Nova Scotia/Newfoundland & Labrador
- One director from the Indigenous Community
- Six directors at-large
In consultations, the Board of Directors and Ontario Council agreed that Ontario members should continue to have authority and oversight over the Ontario Endowment Fund. To accomplish this, these resolutions provide for a new policy on the Oversight of the National and Ontario Endowment Funds following the repeal of By-Law No. 2 and the Ontario Region Operating Rules.
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