Notice of AGM

At this year’s meeting you will learn about the remarkable impact of our Life Skills program and how it is working to compliment the amazing work done by the team at Samaritan Place.

Here are the details:

There is free parking in our own lot behind the building and free street parking along Meredith Road.

We kindly request your confirmation of attendance by e-mail to rpowell@iccare.ca. This will help us plan the number of info packages and refreshments we provide.

Should you have any further questions or require additional information, please do not hesitate to reach out to me at rpowell@iccare.ca.

Resolutions To Be Presented at the Meeting

At the regular meeting of the board of directors of island crisis care society held on 16 May 2023 directors unanimously passed a motion to recommend to members that they pass the following resolutions at this year’s Annual General Meeting.

• To be added to the Bylaws,

“When directors elect to vote on a directors’ resolution without an in-person meeting, referred to henceforth as a “consent resolution,” the resolution will be considered to have passed when 2/3s of all currently elected Directors vote in favor, except when a director asks for discussion. If a Director asks for discussion the resolution will not pass. The resolution will be discussed at an in-person or electronic meeting and the same or differently worded resolution can be voted on. Consent resolutions may be voted on by fax, email, or other methods of transmitting legibly recorded messages. The process of voting on a Consent resolution will comply with Section 54 of the Societies Act.”

• To be added to the Bylaws,

“In compliance with the Societies Act, Section 56, A director to whom Section 56 applies may remain in a director’ meeting for the purpose of providing information if asked to do so by one director and if all other directors in the meeting agree in a vote to support the director with a conflict staying in the meeting.”

Context

Changes to The Societies Act	Current ICCS Bylaws
Section 54 is amended to state that: (2) The directors of a society may pass a directors’ resolution without a meeting if both of the following requirements are met: (a) a copy of the resolution is sent to all of the directors: (b) all of the directors, or, if provided for in the bylaws, a lesser number of those directors, consent to the resolution in writing or in any other manner provided for in the bylaws.	ICCS bylaws do not address director’s resolutions requiring less that “all” consent for e-mail votes, etc. According to Clicklaw, “A consent resolution of directors is a directors’ resolution that is passed without having a meeting of directors. The default requirement from the Societies Act is for all the directors to agree. However, this can be reduced to a lesser number through the bylaws. The consent must be given in writing or as provided for by the bylaws.”
Directors can ask a conflicted director or senior manager to remain in a board meeting to provide information. A single director can ask the conflicted person to stay unless the bylaws provide for a different number of directors who must agree.   Section 56 (4.1) allows a director with a conflict of interest to stay in a meeting to provide information if one director requests it. Section 62 (3.1) is the same, but refers to senior managers	No wording currently exists pertaining to this revision to the Act.