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Bylaw: Article III — Meetings of Members

  1. Meetings - Meetings of the Members shall be either an annual general meeting or a special general meeting. The annual general or any special general meeting of Members shall be held at a time and place to be fixed by the Board.

  2. Business at Annual General Meetings - The following business shall be transacted at each annual general meeting:

    1. receipt and consideration of reports including the Corporation’s annual report;

    2. receipt and consideration of the financial statements and the auditor’s report thereon for the preceding year;

    3. election of Honorary Officers and Honorary Members;

    4. appointment of Officers and election of Members of the Board (except for the CEO, who is appointed by the Board);

    5. appointment of an auditor;

    6. consideration of any matter placed before it by the Chair of the Board on behalf of the Board;

    7. selection of three (3) Voting Members to serve on the Nominating Committee for the ensuing year;

    8. consideration of any resolution(s) introduced by the Voting Members in accordance with Article III i., and the recommendation(s) of the Board relating thereto: and

    9. such other business as may come before the meeting and which the Members under applicable law are authorized to transact.

  3. Notice

    1. Written notice of the time and place of any annual general meeting of the Members shall be given by the CEO, in his function as secretary of the Corporation, at least sixty (60) days before the date of such annual general meeting, to:

      1. the Voting Members by mail or electronic means,

      2. each of the Councils by mail or electronic means, and

      3. the Ordinary Members by publishing the same in the Canadian Leader Magazine.

    2. Written notice of the time and place of any special general meeting of the Members shall be given by the secretary at least thirty (30) days before the date of such special general meeting to:

      1. the Voting Members by mail or electronic means,

      2. each of the Councils by mail or electronic means, and

      3. the Ordinary Members by publishing the same in both an English and a French language newspaper that has wide distribution in Canada.

    3. Sufficient information shall be provided to the Voting Members, at least thirty (30) days prior to any meeting, to permit the Voting Members to form a reasoned judgment on any matter to be considered at such meeting. Discussion at any such meeting shall be limited to such matters. No error or omission in giving notice of any annual general or special general meeting or any adjourned meeting, whether annual general or special general, shall invalidate such meeting or make void any proceedings taken thereat, and the Voting Members may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. The statutory declaration of the Chair of the Board that notice has been given shall be sufficient and conclusive evidence of the giving of such notice.

  4. Special General Meetings

    1. Special general meetings of the Members may be called by the Chair of the Board with the consent of the Board.

    2. Special general meetings shall be called by the Chair of the Board upon the written request of a minimum of twenty (20) Voting Members of the Corporation.

  5. Quorum - A quorum at any meeting of Members shall be fifty percent (50%) plus one (1) of the Voting Members of the Corporation or their substitutes.

  6. Substitute Voting Member

    1. Should a Voting Member be unable, for any reason, to attend a meeting of Members, a substitute may attend and act in such Voting Member’s stead. This substitute is designated by:

      1. the Council or person which elected or appointed such Voting Member, as described in Article II a. (3) (a), (c), (d) and (e),

      2. by the Board, in the case of a Member of the Board, and

      3. by the Honorary Member, in the case of an Honorary Member.

    2. A substitute may himself be a Voting Member, provided that in no event shall such a person be designated as a substitute for more than two (2) persons.

    3. A substitute shall be designated by the completion of the form of proxy included with the information relating to a meeting of Members provided to Voting Members pursuant to Article III c. (3). A proxy must be signed and dated by the person granting the same and shall be valid only at the meeting of Members in respect of which it was given. A proxy holder may attend and act at a meeting of Members in the manner and to the extent authorized by the proxy.

    4. To be valid, a proxy must be delivered to the CEO prior to the start of the meeting of Members in respect of which the proxy is given.

  7. Voting

    1. Except as expressly provided herein, at all meetings of the Members, every question shall be determined by a majority of votes cast by the Voting Members at the meeting. A declaration by the chair of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor or against such resolution.

    2. Except as provided for in Article III f., no Voting Member or substitute may exercise more than one (1) vote on any issue coming before the meeting.

  8. Minutes - The acts or proceedings of meetings of Members shall be adopted by resolution and shall be entered in a minute book and confirmed at the next meeting of Members.

  9. Introduction of Resolutions by Voting Members

    1. Any twelve (12) Voting Members may, by notice in writing signed by each and addressed to the Board in care of the CEO at the National Office, require (a) that the Board consider the resolution(s) set forth in such notice and (b) place such resolution(s), together with the recommendation(s) of the Board relating thereto, before an annual general meeting of Members.

    2. The Board shall consider all such notices and shall recommend to an annual general meeting of Members that the resolution(s) set forth therein be accepted or rejected by the Voting Members, as the case may be.

    3. To be considered at an annual general meeting of Members in any year, any such notice must be received by the CEO by not later than June 1 in that year, failing which the resolution(s) set forth in such notice will be considered at the next following annual general meeting of Members.

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