In accordance with the Canadian Seed Growers’ Association By-Law 5:02, the Executive Committee of the Association is convening a Special General Meeting of the members of the Association to take place at the Sheraton Saint Hyacinthe Hotel, 1315 Rue Daniel-Johnson Ouest, Saint Hyacinthe, QC on Tuesday, February 18, 2020 from 3:00 pm to 5:00 pm.
By-Law 5:02 states that other meetings of members, designated as “special general meetings” shall be convened by the Executive Committee … and shall be held at such date, time and place as the Executive Committee shall determine.
Meeting Purpose
The purpose of the meeting is to:
1. Confirm member support for the CSGA Board of Directors position on the proposed amalgamation of the CSGA with the Canadian Seed Trade Association, the Canadian Plant Technology Agency, the Commercial Seed Analysts Association of Canada and the Canadian Seed Institute.
2. Seek member ratification of a By-Law change approved by the Board of Directors of the CSGA on November 18, 2019, that would introduce certain absentee voting rights for members of the Association.
By-law Change
The following sets out the proposed amendments to the By-Laws of the Canadian Seed Growers’ Association (“Association”), as well as the process required to approve the By-Law amendments.
Approval Process
Pursuant to Section 15.01 of the By-Laws, revisions to the By-Laws must be approved by a majority of the Directors of the Association at a meeting of the Directors, and then confirmed by a majority of the members at an Annual or special general meeting of the Association. Section 15.02 provides that the members must be given notice of the Annual or special general meeting of the Association at which the revisions to the By-Laws will be approved at least 90 days prior to the meeting, and the notice must include a copy of the By-Law revisions. A second notice will be sent to the members 21 to 60 days before the meeting to meet the requirements set out in the Canada Not-for-profit Corporations Act.
Proposed Revisions
The following sets out the resolution passed at a meeting of the Directors of the Association, approving the necessary amendments to the By-Laws.
WHEREAS the Association wishes to amend certain provisions of the By-Laws of the Association (the “By-Laws”);
NOW THEREFORE BE IT RESOLVED that:
Subsection 5.04(a) of the By-Laws be deleted in its entirety and replaced with the following:
a) Only Regular members of the Association shall be entitled to vote on any matters requiring approval by the members and each Regular member shall have one vote.
Section 5.05 of the By-Laws be deleted in its entirety and replaced with the following:
Quorum. Thirty (30) Regular members of the Association present in person at a meeting shall constitute a quorum for all Annual and special general meetings.
Section 5.07 of the By-Laws be deleted in its entirety and replaced with the following:
Absentee Voting.
a) There will be no voting by proxy at meetings of members.
b) In addition to voting in person, the Board of Directors may, in their sole discretion, determine that every member entitled to vote at a meeting of members may vote by any of the following means:
i) By using a mailed in ballot in the form provided by the Association provided that the Association has a system that enables the votes to be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Association without it being possible for the Association to identify how each member voted; or
ii) By means of a telephonic, electronic or other communication facility, if the facility enables the votes to be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Association without it being possible for the Association to identify how each member voted.
A new Section 5.09 be added to the By-Laws as follows:
5.09 Participation at Meetings by Telephone or Electronic Means
The Board of Directors may, in their sole discretion, determine that any person entitled to attend a meeting of members may participate in the meeting using telephonic, electronic or other communications means that permit all participants to communicate adequately with each other during the meeting, if the Association makes available such a communication facility or the person in question has access to such a communication facility. A person participating in the meeting by any such means shall be deemed to have been present at that meeting. A person participating by telephonic, electronic or other communication facility may vote by any such means if the facility, when necessary, can be adapted so that the votes can be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Association without it being possible for the Association to identify how a particular member or group of members voted.
A new Section 5.10 be added to the By-Laws as follows:
5.10 Meeting Held by Electronic Means
The Board of Directors may, in their sole discretion, determine that a meeting of the members shall be held entirely by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
The forgoing amendments to the By-Laws shall be submitted to the members of the Association for confirmation.
If you wish to learn more about the proposed changes or provide feedback, please contact Caroline Lafontaine, Managing Director of the CSGA at clafontaine@seedgrowers.ca or (613) 236-0497, ext. 225.
