How do we hold electronic meetings of members?
You can change your bylaws to include electronic meetings. An example is set out below:
"Electronic Means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
- in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
- in relation to a vote, permits voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters.
PART [X] - MEETINGS OF MEMBERS
Electronic Participation in General Meetings
The Board may determine, in its discretion, to hold any General Meeting in whole or in part by Electronic Means, so as to allow some or all Members to participate in the meeting remotely.
Where a General Meeting is to be conducted using Electronic Means, the Board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.
Persons participating by permitted Electronic Means are deemed to be present at the General Meeting.
How do members vote?
For an example of a member voting provision in the bylaws, see below:
PART [X] - VOTING BY MEMBERS
Ordinary Resolution Sufficient
Unless the Act, these Bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.
Entitlement to Vote
Each Member in good standing is entitled to one (1) vote on matters for determination by the Members. No other Person is entitled to vote on a matter for determination by the Members, whether at a General Meeting or otherwise.
How do we set out proxy voting in our bylaws?
Under s 85 of the new Act, if proxy voting is allowed, the bylaws must provide for it. See below for an example provision for proxy voting:
- Proxy voting is permitted
- A voting member may appoint another such member to act and vote as the member's proxy at a general meeting.
- A member must not hold more than three proxies.
- The instrument appointing a proxy must be in the following form, or in any other form that the Board approves:
- I, _____________________, of ____________________, hereby appoint ___________________, of ___________________, as my proxy to vote for me and on my behalf at the general meeting of ABC Society on the ____ day of _____, 20__, and at any adjournment thereof. Signed at ____________ this ______ day of ________, 20__.
- A proxy must be received not fewer than 15 minutes before the time set for the start of a general meeting.
- A proxy is only valid for the meeting for which the proxy is given, and any adjournment of that meeting.
Thanks to Michael Blatchford and Anders Ourom for making these materials available.
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