PROPOSED BY-LAW AMENDMENTS Annual General MeetingMay 13, 2015Gander Arts & Culture Centre

Proposed By-Law Amendments 2015

May 13, 2015

Proposed By-Law Amendments 2015

Introduction• The Board of Directors of the NLOHSA debated

the following proposed Amendments to the Association’s By-Laws

• Each proposed amendment was presented to the Board as a separate motion and individually voted on

• In summary all motions were carried unanimously• A motion was carried to present the proposed

amendments to the Association’s Membership for ratification at the AGM scheduled for May 13, 2015.

13.1 AMENDMENTSThis by-law may be amended by a two-thirds vote of the voting members and in the of members who are employers, partnerships, or corporations of their voting delegates duly registered as voting delegates who are present and voting at a extraordinary general meeting called for the purpose, provided that written notice of the extraordinary general meeting together with a copy of the proposed amendments must have been posted on the Association’s website at least thirty (30) days prior to the date of the extraordinary general meeting and publication of the notice of the extraordinary general meeting along with directions to view the Association’s website to review the proposed amendments, has been made in a newspaper of province wide circulation at least thirty (30) days prior to the date of the extraordinary general meeting.

Notice to Amend By-Laws

• The proposed amendments were posted on the NLOHSA website February 13th, 2015, 90 days prior to the AGM. By-Law 13.1 requires that the proposed amendment be posted on the website 30 days prior to the AGM.

• Notice of the AGM along with directions to the association’s website to review the proposed amendments was published in the various regional newspapers throughout the province of Newfoundland & Labrador, including the Weekend Edition of the Evening Telegram on February 14th, 2015.

Procedure

• Each proposed amendment will be presented, discussed and voted on separately

• A 2/3 majority of the registered voters present is required for the proposed amendment to be approved

• Voting will be by a show of hands

Proposed AmendmentsNo. Article Description1 1.1 (c) Definition of “Board”2 4.5 Eligible Expenses3 4.4 Board Meetings at AGM4 4.17 Frequency of Board Meetings5 4.8 Office Eligibility6 4.21 Notice of Board of Directors Meeting7 7.11 For Consideration at AGM8 7.12 Order of Business at AGM9 9.1 Fiscal Year10 13.1 Amendments to By-Laws

Original Article1.1 (c) “Board” shall mean the Board of Directors of the

Association, which includes the President, First Vice-President, Second Vice-President, Immediate Past President, Secretary-Treasurer and seven other members.

Proposed Amendment1.1 (c) “Board” shall mean the Board of Directors of the

Association, which includes the President, First Vice-President, Second Vice-President, Immediate Past President, Secretary-Treasurer and seven Director positions.

Original Article4.5 One meeting expense incurred per calendar year by Board

members while attending Directors meetings, except the annual general meeting, will be reimbursed by the Association. Expense claims are to be submitted to the Secretary-Treasurer within 30 days of their occurrence using current Provincial Government guidelines for travel, meals, and lodging expense .

Proposed Amendment4.5 Legitimate expenses incurred by Board Members on

behalf of Association, including travel, as approved by the Board of Directors shall be reimbursed by the Association. Expense claims are to be submitted to the Secretary-Treasurer within 30 days of their occurrence using current Provincial Government guidelines for travel, meals, and lodging expense .

Original Article4.4 The Board of Directors shall meet at least

once per year at the Annual General Meeting and as required upon request of the President.

Proposed Amendment4.4 Remove Section 4.4

Original Article4.17 The Board of Directors shall meet

annually, or as required, at a time and place as determined by the President.

Proposed Amendment4.17 The Board of Directors shall meet

Quarterly or as required, at a time and place as determined by the President.

Original Article4.8 To be eligible to stand for election as President

and First and Second Vice- President, a member must have served a full term within (5) five years immediately preceding the year of election on the Board of Directors.

Proposed Amendment4.8 To be eligible to stand for election as President,

First and Second Vice- President and Secretary – Treasurer, a member must have served a full term within (5) five years immediately preceding the year of election on the Board of Directors.

Original Article4.21 Notice of the Board of Directors Meetings shall

be posted on the Association’s Website and shall also be mailed by letter post and or emailed to each of the directors.

Proposed Amendment4.21 Notice of the Board of Directors Meetings shall

be posted on the Association’s Website and emailed to each of the directors.

Original Article7.11 The following must be considered at an Annual

General Meeting:(a) The minutes from the previous annual general meeting(b) Consideration of accounts and balance sheets;(c) Report of the Board of Directors(d) Report of the Executive Committee(e) Report of the Auditor;(f) Election of Officers and Directors; and(g) Appointment of Auditor

Proposed Amendment7.11 The following must be considered at an Annual

General Meeting:(a)The minutes from the previous annual general

meeting(b)Accounting Firm’s Report(c)Consideration of accounts and balance sheets;(d)Approval of the Report of the Board of

Directors as delivered by the President at the Association’s Conference

(e)Report of the Nominating Committee(f) Election of Officers and Directors; and(g)Appointment of External Accounting Firm

Original Article7.12 At all Annual General Meetings, the Order of

Business shall be as follows:(a) Call to order(b) Reading of the minutes of the previous Annual General Meeting;(c) Business arising out of the Minutes;(d) Committee Reports(e) Unfinished Business(f) New Business(g) Election of Officers

Proposed Amendment7.12 (g) Election of Officers and Directors

Original Article9.1 The fiscal year of the Association shall be

from September 1 to August 31.

Proposed Amendment9.1 The fiscal year of the Association shall be

from January 1 to December 31.

Original Article13.1 This by-law may be amended by a two-thirds vote of the

voting members and in the of members who are employers, partnerships, or corporations of their voting delegates duly registered as voting delegates who are present and voting at a extraordinary general meeting called for the purpose, provided that written notice of the extraordinary general meeting together with a copy of the proposed amendments must have been posted on the Association’s website at least thirty (30) days prior to the date of the extraordinary general meeting and publication of the notice of the extraordinary general meeting along with directions to view the Association’s website to review the proposed amendments, has been made in a newspaper of province wide circulation at least thirty (30) days prior to the date of the extraordinary general meeting.

Proposed Amendment13.1 This by-law may be amended by a two-thirds vote of the

voting members duly registered as voting delegates who are present and voting at an Annual General Meeting or an extraordinary general meeting called for the purpose, provided that written notice of the AGM or the extraordinary general meeting together with a copy of the proposed amendments must have been posted on the Association’s website at least thirty (30) days prior to the date of the AGM or the extraordinary general meeting and publication of the notice of the AGM or the extraordinary general meeting along with directions to view the Association’s website to review the proposed amendments, has been made in a newspaper of province wide circulation at least thirty (30) days prior to the date of the AGM or the extraordinary general meeting.

SUMMARYNo Article Description Yay Nay1 1.1 (c) Definition of “Board”2 4.5 Eligible Expenses3 4.4 Board Meetings at AGM4 4.17 Frequency of Board Meetings5 4.8 Office Eligibility6 4.21 Notice of Board of Directors Meeting7 7.11 For Consideration at AGM8 7.12 Order of Business at AGM9 9.1 Fiscal Year10 13.1 Amendments to By-Laws