ADA – Anxiety Disorders Association of British Columbia
(doing business as “Anxiety Canada”)
NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS
TAKE NOTICE that an annual general meeting of members (the “Annual General Meeting”) of ADA – Anxiety Disorders Association of British Columbia (the “Society”) will be held on June 23rd, 2016 at 1700 – 1040 West Georgia Street, Vancouver, BC V6E 4H1 at the hour of 7:00pm for the following purposes:
- To receive and consider the report of the directors.
- To receive and consider the financial statements of the Society for the period ended March 31, 2016.
- To waive the appointment of an auditor.
- To approve and confirm the change of directors.
- To elect directors.
- To approve the amendments to the Society’s Bylaws set forth in Schedule 1 attached hereto.
- To ratify, confirm and approve all past acts and proceedings of the directors and officers.
- To transact such other business as may properly be brought before the Annual General Meeting.
TAKE NOTICE that a directors’ meeting will immediately follow the Annual General Meeting for the purpose of appointing officers.
DATED at Vancouver, British Columbia, this 8th day of June, 2016.
BY ORDER OF THE BOARD
Proposed Amendments to the Society’s Bylaws
- Entirely replace paragraphs (2) and (3) of Bylaw 22 with the following language:
“(2) Voting is by show of hands or voting cards, written ballot, telephone or other electronic means, as deemed appropriate by the directors.
Secret Ballot. Where a vote is to be conducted by show of hands or voting cards, a number of voting members equal to not less than 5% of the votes present may request a secret ballot and, when so requested, the vote in question will then be conducted by written ballot or other means whereby the tallied votes can be presented anonymously, in such a way as to be impossible for the assembly to identify how a given member voted.
Vote by Electronic Means. A vote conducted by electronic means, including an advance ballot (as considered in paragraph (4) below) conducted using such means, must meet the following criteria: (a) the identity of each voter is authenticated prior to voting; (b) the votes can be counted and reviewed in a manner that permits their subsequent verification; and (c) the tallied votes can be presented anonymously, in such a way as to be impossible for the assembly to identify how a given member voted.
(3) Members may vote by proxy if: a) the member notified the Society in writing at least seven (7) days prior to the meeting of the appointment of another member as his/her proxy holder; b) a copy of the proxy is received by the Society prior to the start of the meeting; c) the proxy is in a form acceptable to or pre-approved by the Society; d) the proxy clearly states the date of the specific meeting; and e) the proxy clearly states to whom the proxy is given. A member may not be a proxy holder for more than five (5) other members at any given general meeting. If a member acting as proxy holder holds more than five (5) proxies from other members, only five (5) proxies may be registered by the proxy holder and all additional proxies granted are deemed to be void and of no effect.
- Add the following language as paragraphs (4) and (5) to Bylaw 22:
(4) Advance Voting. A member may vote in writing in advance of the meeting of the members on published proposed resolutions and for the election of Directors by so indicating the vote to the Chair prior to the vote being taken.
(5) Ballot Voting. The Board may determine to conduct a vote of the voting members by paper or electronic ballot, to occur prior to a general meeting or at another time in the Board’s discretion. Ballot votes will be announced, distributed, conducted and counted in accordance with such policies as are established by the Board. The results of a ballot vote prior to a general meeting will be announced at the general meeting and added to those votes cast at the general meeting by the members present at the meeting to determine the total votes cast on a question. The results of a ballot vote conducted apart from a general meeting will be announced or otherwise made available to all members following the counting of such votes.
- Entirely replace paragraph (2) of Bylaw 25 with the following language:
(2) The number of Directors will be ten (10); however, the Board may by Board Resolution adjust the number of Directors to be anywhere between a minimum of six (6) and a maximum of fifteen (15) Directors.
- Entirely replace Bylaw 58 with the following language:
In these Bylaws, notice will mean notice which is hand-delivered or provided by mail, fax, electronic mail or courier to the address of record of the individual, Director, Officer, or member, as applicable.
- Amend Bylaw 59 to include:
A hand-delivered notice will be deemed to have been received on the day on which receipt of the notice is confirmed verbally, a notice delivered by fax or email will be deemed to have been received on the day on which receipt of the notice is confirmed electronically and a notice delivered by courier will be deemed to have been received on the day on which the courier company confirms the delivery.