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April 7, 2022

Special General Meeting – Bylaw Changes

THURSDAY, APRIL 7, 2022, 6:00 PM

The April 7 SGM was held for the purpose of voting on proposed Bylaws changes.

Club President, Dean Medwid, welcomed membership and provided background on the necessity of the Bylaw changes to increase transparency and come into alignment with the Societies Act. Mr. Medwid acknowledged the incredible amount of work by the ESG, Nominations & Elections and Membership Committees in creating the proposed new Bylaws.

Governance Chair, Tim Brown, presented the motion to replace the current Bylaws in their entirety with the package of Bylaws attached to the notice (Bylaw 24.1). Following discussion, Mr. Brown called for a vote and the motion was passed.

In closing, Mr. Medwid confirmed that the new Bylaws will be effective for this year’s AGM, thanked the scrutineers and all attendees for their participation, and expressed deep gratitude for the Governance Committee’s dedicated efforts.

Missed the April 7 SGM? Watch the full video here…

Discussion

The following is a list of questions from members submitted prior to and posed on the evening of the SGM with answers provided by the Board.

Question 1:

Bylaw 11.2 Basic Rules For Directors:

Please define in detail what expenses are permitted for reimbursement to Directors. Specifically, are meals and drinks reimbursed for Directors under the guise of entertaining prospective members? Is there monitoring and transparency of these expenses claimed by Directors?

Tim Brown: The Bylaw referred to is written exactly in the way it was under the previous Bylaw. Since I joined the Board in September 2020, the Board actually passed a resolution that expenses of Board members would not be reimbursed, and will not incur expenses during meetings. I.e. if they’re going to have a meal, they pay for the meal. And I can say that expenses of the Board since then have been nominal. As to oversight, I can say that it is subject to reasonableness and it’s at the discretion of the Board and Management. But at the end of the day, to my knowledge, there have basically been no expenses. 

Question 2:

Bylaw 4 Transfer of Membership Classes:

4.9 Subject to Bylaw 5.2, upon the death of a Member, if approved by the Board, a person who was a Spouse of a deceased Resident Member, Non-Resident Member, or Military Member at the time of such deceased Member’s death may, subject to the approval of the Board, acting in its unfettered discretion, be afforded the membership of the deceased spouse, provided they pay the dues applicable to that category of membership.

Are all current members who are in this class paying monthly dues?

Tim Brown: Yes

Question 3:

Bylaw 18 Board Elections

18.5  Nominees and Board Candidates failing to comply with and follow the nominee and candidate rules and code of conduct are subject to consequences, including disqualification and disciplinary action as set out in the Bylaws. Without limiting the generality of the foregoing, Members will not engage in, endorse, or enable acts of disparagement or disrespect towards a Nominee or Board Candidate. A Member who engages in conduct of this manner is subject to disciplinary action, including disqualification from running for the Board if such Member is a Board Candidate.

In the recent past, there have been situations where prospective members of the Board seeking election have promoted themselves by email to members (presumably using Club email lists) or sent out emails to members promoting their ‘preferred slate” of certain Board director nominees. I believe this should not be allowed under the code of conduct. How do the Bylaws address this and what would be potential disciplinary action? Has any disciplinary action been taken in the past regarding this activity?

Tim Brown: The Societies Act does encourage and promote member discussion about things such as elections. It’s the view of the Board that there have always been members who are running for the Board, communicating that they want to run and encouraging people to run who they think would be beneficial to the Board. The view of the Board is that it crosses a line when a member promotes one person but also disparages another person – that’s not necessary. For example, if a member wants to promote someone who has a skill set that we desperately need, and promotes them by email saying we need someone with this skill set, that should be encouraged, urged and allowed. But there’s no reason to say that someone else is not good or not appropriate. The second part of the question – has there been any disciplinary action taken in the past regarding this activity? The answer is yes.

Question 4:

My name is Dick Richards and I have paid close attention to the Bylaw changes. First of all, I want to say thank you to Tim and everybody else that was involved in drafting the new bylaws, I think this is an excellent move for the Club. I had some questions at the Town Hall meeting, one of which was to do with associate members. And I have been assured that these will be dealt with and come forward to the annual meeting. I further had some questions about corporate membership. And I am now satisfied that what you propose is not what I thought of as corporate membership. I must say that I have some doubts as to whether what you propose is going to work. But I am prepared to support you and let you try. So thank you.

Question 5:

My name is Len Laba. As far as I understand, the General Manager will no longer be on the Board, as a member of the Board. Will the GM still attend the Board meetings on a non-voting participant to give whatever reports are needed like an operational report? And, how and when do the Board and GM interact formally?

Dean Medwid: Thank you for your question. Part of our process when Mr. Ireland moved on was, that he had negotiated a Board seat in his employment agreement. This goes against best practices as it relates to a GM reporting to the Board. In the role of GM, that role does attend the board meetings, the full board meeting and then we have an in-camera session with the GM specifically and then the board has an in-camera session by themselves. So prior to the board meeting, the GM presents a report. A week prior to the board meeting, we review that and then ask questions associated with it. Currently, as an interim process, myself and Michelle meet with the current interim, GM and COO Tim Ellison, and Helen Worth the CFO. So that’s an important piece, to ensure that there’s plenty of communication, that we’re addressing any obstacles that are put before the role, and then the Board further has exposure to them at the monthly Board meeting.

Question 6:

My name is Jagdish Sondhi. I’m a little puzzled as to why when these changes were made, the old Bylaws weren’t shown with the changed Bylaw shown next to it. Most of us don’t have the time, the patience or the energy to go through this. I’m 94 years old and I don’t think I have that energy. But I’ve worked with several international associations, and we always show the old Bylaw and the new Bylaw next to it so you can understand exactly why the change is being made. I find it a bit disappointing, despite the very hard work that the Board has done and the excellent work done. I commend them for doing it. But in future, if we are going to have changes to Bylaws, we should show the old Bylaw and the new Bylaw highlighted beside it so it’s easy to understand. I want to thank the Board nonetheless for the excellent work they have done. Thank you.

Dean Medwid: I think that would be the number one message that was received during the Bylaw changes that the black line or red line report should be provided with it. One of our rationalizations for this was simply that there was so much movement within the Bylaws, for example, section 9 is now 19. And to illustrate that would have needed a very fulsome index. So we felt that to comprehend it, if you could read the bylaws as they stood without recognizing the changes that it would be easier to comprehend. Hopefully, we don’t have the magnitude of the changes that this committee has worked through in the future but we absolutely understand that we chose a direction that was maybe not well received by some members. Thank you for your comments.

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