Saturday, October 31, 2009

Extraordinary Resolution - Notice of Motions 09

 
To my Fellow Members:

Our Annual General Meeting is very rapidly approaching and now that the convention has been put to bed, I would like to get this information in your hands as soon as possible.

In general terms, at our last AGM, there was a consensus from the members in attendance that we needed to get a couple changes made to our existing By-Laws. The first change related to the existing size of the board. Currently we have to have ten (10) members on the board, plus five (5) on the nominating committee, plus five (5) on the Ethics Committee which is an extraordinary load for a total membership of approximately sixty-five (65) people, allowing for the fact that all sixty-five are not active at any given time. The suggestion came from the floor to reduce the board number to six (6) people instead of ten (10). It is important to realize that for example, certain jobs like Image Salon are big jobs, but seasonal and should be delegated to a committee instead of holding a year round position at the board. This is a significant change but is in line with the size of Zone boards that operate in much larger provinces like BC that have Zones within the umbrella of their total association, that are bigger than our whole association membership. The other factor and reason to consider this change is that we will be utilizing the professional services of Tanya Thompson, our PPOC Executive Director, to offload some of the administration that could be done more efficiently by her office, like the issuing of Membership Renewals as will happen this year in the next few weeks. The second change brought to the floor of the meeting was a motion to elect the President and Vice-President from the qualified voting members from the floor of the AGM. This mechanism is very simply more democratic than the current method of voting a member from the board to the President and Vice-President position. I would like you to read the following text to understand what we are proposing so we will be prepared to discuss any concerns you have and put these motions to a vote at the Annual General Meeting. I invite your inquiries if there is anything that is not clear to you about these proposed changes.

 

Beyond these changes, there should be an upgrading of the current set of By-Laws to the current condition of our association. The present By-Laws were last looked at and revised in the seventies as I recall and are significantly out of date and inadequate. I would like to see a motion brought forward at our AGM to assemble a committee to look at the By-Laws in total, and make suggestions for a re-write that would reflect the needs of our association today to present to the membership at a later Special General Meeting or Annual General Meeting.




Extraordinary Resolution - Notice of Motion:

To reduce the number of Board members by 4, thereby removing Article 4.1.1b and changing Article 4.1.1a to read:

 


4.0 Board of Directors


4.1 Membership

 

4.1.1  The Board of Directors of the Association shall be comprised of six (6) members, three (3) of whom have been elected by the membership by letter ballot, in accordance with these By-Laws; together with the immediate past-President and the incoming President. Two of the three members elected for this two year term will be elected by the membership one year at the Annual General Meeting and one shall be elected the following or alternate year, to ensure that all three of these board members do not begin their term the same year. 

 

The existing by-law reads:



4.0 Board of Directors


4.1 Membership

4.1.1a The Board of Directors of the Association shall be comprised of ten (10) members, eight of whom have been elected by the membership by letter ballot, in accordance with these By-laws; together with the immediate past-President, and the incoming President.


4.1.1b Notwithstanding Article 4.3.1 and Sentence 4.1.1a above, at the first Annual General Meeting following the approval of this proposed By-law, the membership will elect nine members to the Board. Those four members receiving the highest number of votes will hold office for a two year term, and those five members receiving the next highest number of votes will hold office for a one year term.


 



Extraordinary Resolution - Notice of Motion:

That the membership assembly at the Annual General Meeting elect the Vice-President and President effective 2010 and that the term of office of the President, Vice President and Past President will be one year.

 


Thereby changing 4.2 to read:


 


4.2 Officers and their Duties




4.2.1 The Officers of the Association shall be the President, the Vice-president, the Past-president and the Secretary/Treasuer. The President and the Vice-president are each to be elected annually from the membership at the Annual General Meeting and have a term of one year. The Past President shall also have a term of one year. The Secretary/Treasurer is to be elected annually from the Board by the Board Members.


4.2.2 The Vice-president shall be a member of the Board with at least two years of Board of Directors service experience, and shall be elected at the Annual General Meeting. The Vice-president’s term of office shall be for a period of one year and shall commence at the first regular monthly meeting of the Board, following his/her election.


4.2.3 The President shall be the Chairperson of all meetings of the Board, and of General Meetings of the members. Where attendance at meetings of National and International Professional Photographic Associations is required by the Board, the immediate Past-president, or the alternate, shall be the representative. The President shall serve as the alternate. The Vice-president shall, in the absence of the President, preside and perform the duties of the President.


4.2.4 The Secretary/Treasurer shall be elected at the first regular meeting of the Board following the Annual General Meeting. The Secretary/Treasurer with the newly elected Board members will take office on the First day of January of the next year.


4.2.5 The Secretary/Treasurer shall receive all monies payable to the Association and make all disbursements duly authorized by the Board. The Secretary/Treasurer shall be responsible for the preparation and maintenance of financial records which clearly show the source of all income and the true nature of all disbursements.


4.2.6 The Secretary/Treasurer of the Association shall notify Directors and members as to time, date and place of all meetings, and shall record and maintain minutes of all meetings of the Board, the Annual General Meeting and all Special General Meetings.




 The Existing by-law reads:

 

4.2 Officers and their Duties

 

4.2.1 The Officers of the Association shall be the President, the Vice-president/Secretary, together with the Treasurer. The President and the Vice-president are each to be elected biannually from the Board by the Board Members. The Secretary and the Treasurer are each to be elected annually from the Board by the Board Members.


4.2.2 The President shall have served on the Board of Directors as the immediate previous Vice-president. The Vice-president shall be a member of the Board with at least two years of Board of Directors service experience, and shall be appointed at the first meeting of the Directors following the inauguration of the incoming President. The Vice-president’s term of office shall be for a period of two years and shall commence at the first regular monthly meeting of the Board, following his/her appointment.


4.2.3 The President shall be the Chairperson of all meetings of the Board, and of General Meetings of the members. Where attendance at meetings of National and International Professional Photographic Associations is required by the Board, the immediate Past-president, or the alternate, shall be the representative. The President shall serve as the alternate. The Vice-president shall, in the absence of the President, preside and perform the duties of the President.


4.2.4 The Secretary, and the Treasurer, shall be elected at the first regular meeting of the Board following the Annual General Meeting. The Secretary, and the Treasurer, together with the newly elected Board members will take office on the First day of January of the next year.


4.2.5 The Treasurer shall receive all monies payable to the Association and make all disbursements duly authorized by the Board. The Treasurer shall be responsible for the preparation and maintenance of financial records which clearly show the source of all income and the true nature of all disbursements.


4.2.6 The Secretary of the Association shall notify Directors and members as to time, date and place of all meetings, and shall record and maintain minutes of all meetings of the Board, the Annual General Meeting and all Special General Meetings.

 

 

sincerely, Ken Frazer MPA, F.Ph.

President PPOC-MB