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RAC Meetings and Meeting Procedures
The following information will be of interest to those Amateurs who are RAC members and who wish to become involved in the operation of the organization either as Board Members, Executive, or simply to participate actively in meetings such as the Annual General Meeting of members.
You are encouraged to read the original referenced material for greater detail and precise wording. Section/Article references are to the RAC Constitution.
A. - That depends upon the type of motion. The only business which may be conducted at a regular Annual General Meeting are the presentation and approval of the financial statements and the appointment of auditors. All other business may only be conducted by mail vote, or at a Special General Meeting, unless notice of that particular business is given prior to an Annual General Meeting [Section 11 - Articles 1, 2]
The background for this is that the Canada Corporations Act directs that the business of our corporation be conducted by the Directors, who represent the members. RAC is a Part II Canada Business Corporation - a corporation without share capital, as opposed to a "shareholder" corporation. Accordingly, as RAC has no shareholders there is no provision to conduct business at an AGM. The reasoning is that the Act contemplates that membership associations will have members scattered across the country making it hard to conduct business at an AGM. That is why a major decision requiring a vote by members may be put to a mail vote as covered in one of the FAQs which follow.
You may submit your suggestion to your regional Director or to the President/Board Chair for consideration by the Board of Directors and possible approval. A subsequent member vote is not mandatory unless your proposal would require a change to the RAC by-laws (Constitution). The Directors may, at their option, submit the proposal to a member vote by mail, or at a members' meeting. Proper notice must be given of any such vote, as noted below.
Q. - How may the RAC by-laws be amended?
A. - Any amendment to the by-laws must first be passed by majority vote of the Directors followed by at least two-thirds of the votes cast at a Special General Meeting of members or by at least two-thirds of those members returning mail ballots. [Section 9 - Article 1].
Q. - How is a Special General Meeting called?
A. - Special General Meetings of the members may be called at any time by order of the President or by order of a majority of the Board of Directors. A Special General Meeting must also be called by the President on the requisition of not less than one-tenth the total number of Full and Full Life Members.
An Annual General Meeting may also be a Special General Meeting. [Section 6 - Articles 1 and 2]
Before being enforced or acted upon, any repealed or amended by-law must be approved by the federal government Minister of Consumer and Corporate Affairs. [Section 9 - Article 1]
Q. - What notice is required for a meeting of members?
A. - Notice of any Annual General Meeting or Special General Meeting must reach the members not more than fifty days prior to and not less than twenty-one days prior to the date of the meeting. The notice may be placed in The Canadian Amateur or mailed separately. In the case of a Special General Meeting the notice must include a summary of the purposes of the meeting containing enough information to allow a reasoned decision. [Section 6 - Article 4]
The agenda for a Special General meeting is restricted to only the business that appears in the notice of the meeting, unless these words are included in the call: "and such other business as may properly come before it". [Robert's Rules of Order]
Q. - May I cast a proxy vote on behalf of another member at a member's meeting?
A. - Each Full or Life Member present at a meeting of members is entitled to exercise only one vote.
Q. - May I cast a vote by mail?
A. - Unless you are present, you may not vote at a meeting of members. That means no votes by mail and no proxy votes. [Section 6 - Article 7].
However, because of the wide distribution of members across Canada, and in order to give each member the greatest opportunity to express his/her desires, such matters as may require voting by the members may be done by mail except where the Act requires a meeting. [Section 6 - Article 3].
The normal AGM, with its presentation of financial statements and selection of auditors is such a required meeting. [Section 11 - Article 2]
The advance notice for a ballot by mail, including a summary of the purposes of the vote sufficient to allow a reasoned decision, must be mailed to the voting members not less than twenty-one days or more than fifty days prior to the voting deadline. [Section 6 - Article 4]
Of course, there is a substantial cost associated with the printing of notices and ballots and the mailing of these to almost 10,000 members across Canada. For that reason the Directors must carefully balance the advantages and costs of a mail vote against a vote at a members' meeting, following proper notice.
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