The Meeting of Members on November 17 is being held to consider the new bylaws. If approved, the new bylaws will be forwarded to the Minister for approval. The Board will operate under the old bylaws until approval has been received, effectively repealing the current bylaws.
Nominations for the board have been received and we will move forward as directed by our current bylaws with a new slate of directors to be confirmed in December.
The Board will be elected at the AGM to be held in May (vs. the 4th quarter meeting in December as we do it now)
- to be held as the 2nd quarterly meeting (May)
- 180 days after the fiscal year end
Effectively, the nomination period will open in March (currently October)
- with nominations being received by the first Friday in April (currently November)
- with elections being held by the last Friday in April (currently November)
- terms will run between May 1 – April 30
This transition of Board elections that traditionally followed the fiscal year end to accommodate our receipt of reviewed financial statements in the 2nd quarter (often late May) simplifies our ability to comply with the bylaws created to be compliant with the BOTA, brings our AGM in line with its intended purpose, and establishes May as the right time of year for the President’s Dinner where recognition of past Board members, President’s comments, etc. generally takes place
Of greater significance to our practice
· Term limits for Board cannot extend beyond 1 year We will ask for a commitment of 3 years with a maximum of 6 terms (6 years) unless the 7th year is served as the Past-President.
- And in keeping with a 1 year limit, it makes sense that we can’t designate appointments to the Board – we currently have 3 sectoral appointments and 2 board appointments, totaling 5 – and with a stated quorum of 5 in the Act, this is clearly in violation – especially if we only have a board of 11 directors.
Specifically, the act says -
Any provision that does not provide for the Members to elect these 11 directors is not in compliance with the Act. For a Part II Board of Trade, this means that the by-laws will not receive Ministerial approval.
Further, non-voting Directors are not permitted under the Act. If a Council wishes to have non-directors participate in its meetings, such as a past president, it has the discretion to invite attendees, guests or other persons to Council meetings.
The new bylaws have removed all appointments. Moving forward, and consistent with the current practice of a consent agenda, reports provided to Standing Committees (eg., Government Affairs) will continue to be received and included in Board agendas for full review by the members of the Board. Communication with the City, QMA and Loyalist College regarding the status of their appointments has been sent.