NOTICE TO ALL MEMBERS: TWO SPECIAL RESOLUTIONS BEING PRESENTED AND TO BE VOTED ON AT THE FALL GENERAL MEETING

BC Nature is holding a general meeting on Saturday October 5, 2019, starting at 1:30pm. The location of the meeting is the Pitt Meadows Golf Club, 13615 Harris Road, Pitt Meadows.

In accordance to the Bylaw 4.5:

  • Notice Requirements
    • The Board of Directors shall give at least 14 (fourteen) days (but not more than 60 (sixty) days) notice of the time and place of all general meetings to all Members in good standing. All notices of meetings shall be in writing and shall specify the:
      • place, day, and time of meeting;
      • tentative agenda for the meeting; and
      • text of any Special Resolution to be considered by the meeting.

 NOTICE OF SPECIAL RESOLUTIONS

The following two special resolutions will be considered at the general meeting on October 5, 2019

FIRST  SPECIAL RESOLUTION

Background
BC Nature is having difficulty finding officers to sign cheques and needs to make arrangements to continue a current signing office who left the board as a signing officer to transfer funds from the Royal Bank Account to a new VanCity Savings Credit Union Account. In addition, at times it is a challenge to find two signing officers available in the Lower Mainland, especially during holiday travels. The Board therefore suggest the members adopt the following Resolution.

Special Resolution #1

That clause 11.6 of the Bylaws of BC Nature which reads

  • Signing Officers and Deposits
  • The Board shall appoint at least two of the Officers of the Society, but not more than four Directors of the Society, as signing officers for banking purposes.

Be replaced with the following clause 11.6

11.6   Signing Officers and Deposits

  • The Society may have as many as five signing officers for all banking purposes including, and not limited to, the purposes of making deposits, endorsing cheques, approving electronic payments and approving or endorsing transfer of funds.
  • Of the 5 signing officers
    • Two signing officers must be Officers of the Society
    • of the three remaining signing officers, two must be Directors of the Society and the remaining one may be a Director or a member of the society.
  • All cheques, electronic payments and transfers of funds must be approved and endorsed or facilitated on-line by two signing officers.
  • Any signing officer who is not a Director will have the duties of a Director, namely to act honestly and in good faith with a view to the best interests of the society and exercise the care, diligence and skill of a reasonably prudent individual, when acting as a signing officer for the Society.
  • The Office Manager shall be a delegated manager of the society, with authority limited to:
    • making deposits;
    • preparing cheques, fund transfers and electronic payments for approval and signing by the signing officers;
    • receiving bank statements and
    • having access to on-line accounting services for the purpose of viewing

SECOND SPECIAL RESOLUTION

Background

The public currently have access to all of the records of the society except the list of members, because BC Nature has not placed restrictions on public access to its records as provided for under Societies Act S24(4). The public is even entitled to view in camera documents accounting records, not just financial statements S20(2)(c) because the bylaws do not permit BC Nature to restrict public access to documents
The Board therefore recommends adding a provision to the bylaws restricting public access to the records of the society unless the request for access is approved by the Directors. This leaves the directors free to set policy on public access to records of the society.

Special Resolution

That the following clause 15.1 be inserted in section 15 “ACCESS TO INFORMATION” in the Bylaws of BC Nature and the remaining section clauses of section 15 renumbered to follow the new section 15.1 sequentially

15.1   Public Access to Information

No person other than members and Directors of the society may inspect the Records of the
Society unless permitted to do so in accordance with Policies established by the Board of Directors.

Commentary

Without this new section any member of the public will be legally entitled to inspect all financial records of the society and all minutes of meetings including minutes kept with respect to in camera portions of meetings.

 The following clauses remain part of section 15 of the Bylaws

 15.2 Access to Information – this section does the following

  • Describes the records members have access to
  • Allows the board to restrict members access to the register of members.

 15.3 Restrictions on Access to Information – this section restricts members access to accounting records.

 

 





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