Found additional requirements under the act at http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs03440.html#b
* Added to paragraph 2, Membership and voting: "Any member retains the right to withdraw from membership in Wikimedia Canada by a public announcement of withdrawal." (as per B.1.b and in the spirit of Right to vanish http://meta.wikimedia.org/wiki/Right_to_vanish) * Insert new paragraph 3, Members meetings: "An annual general meeting of the membership must be held. A simple majority of active voting members will be used to determine when and where such a meeting will be held. The annual general meeting (AGM) may take place in IRC, with voting recognized by their use of registered IRC accounts and votes recorded via the secretary referencing a published log of the proceedings. The AGM place and time will be announced at least 14 days prior to the event on at least the Wikimedia-CA e-mail list. (as per B.2.a, B.2.b, B.2.c, B.2.d) * Insert new paragraph 4, Members of the board of directors: "Members of the board of directors: The membership shall elect at least 3 directors to serve as members of the board for the Corporation by simple majority at the Annual General Meeting. The membership may, at any members' meeting, vote on the removal of any director or ex-officio member of the board, and hold in-term election of replacement members to fulfill the requirement of 3 directors if the approved removals or retirements bring the number of directors below the minimum of three. Directors shall determine among their number one who will be responsible for recording and publishing board transactions in accordance with Canadian law, as well as other officers as required by the needs of the Corporation. The board of directors shall have authority to make decisions for and sign documents on behalf of the Corporation." (as per B.3.a, B.3.b, B.3.d, B.3.e, B.5.i, B.5.ii, B.5.iii) * Insert new paragraph 17, Amendment and repeal of by-laws: "The repeal or amendment of by-laws or the enactment of a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act shall not be enforced or acted upon until the approval of the Minister has been obtained, which approval will not be obtained prior to, or without, membership approval." (as per B.9.b) * Insert new paragraph 18, Appointment of Auditor: "At the Annual General Membership meeting, the members shall appoint an Auditor in accordance with relevant Canadian and provincial laws whose duty shall be to audit the accounts of the corporation and make a report to the members at the annual meeting." (as per B.10.a, B.10.b) * Renumbered the other paragraphs as required.
Amgine
I know I have been an advocate for simplicity and moving forward, but I have to object to an IRC AGM and voting. I'm not one for upholding tradition for the sake of itself, but I would prefer to stick with the conventional methods of voting used by existing corporations. You either attend the AGM in person or you complete a proxy by phone, web site or postal mail. These votes determine who makes up a board which holds a great deal of power and fiduciary responsibility. I consider the Mountain Equipment Co-op to be a respected and progressive organization. MEC is holding their 39th AGM at Simon Frasier University. While I am not privy to their reasons for choosing this traditional format, I personally feel in person meetings keep people and the process more honest and legitimate.
On 1 February 2010 13:53, Amgine amgine.saewyc@gmail.com wrote:
Found additional requirements under the act at http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs03440.html#b
* Added to paragraph 2, Membership and voting: "Any member retains the right to withdraw from membership in Wikimedia Canada by a public announcement of withdrawal." (as per B.1.b and in the spirit of Right to vanish http://meta.wikimedia.org/wiki/Right_to_vanish) * Insert new paragraph 3, Members meetings: "An annual general meeting of the membership must be held. A simple majority of active voting members will be used to determine when and where such a meeting will be held. The annual general meeting (AGM) may take place in IRC, with voting recognized by their use of registered IRC accounts and votes recorded via the secretary referencing a published log of the proceedings. The AGM place and time will be announced at least 14 days prior to the event on at least the Wikimedia-CA e-mail list. (as per B.2.a, B.2.b, B.2.c, B.2.d) * Insert new paragraph 4, Members of the board of directors: "Members of the board of directors: The membership shall elect at least 3 directors to serve as members of the board for the Corporation by simple majority at the Annual General Meeting. The membership may, at any members' meeting, vote on the removal of any director or ex-officio member of the board, and hold in-term election of replacement members to fulfill the requirement of 3 directors if the approved removals or retirements bring the number of directors below the minimum of three. Directors shall determine among their number one who will be responsible for recording and publishing board transactions in accordance with Canadian law, as well as other officers as required by the needs of the Corporation. The board of directors shall have authority to make decisions for and sign documents on behalf of the Corporation." (as per B.3.a, B.3.b, B.3.d, B.3.e, B.5.i, B.5.ii, B.5.iii) * Insert new paragraph 17, Amendment and repeal of by-laws: "The repeal or amendment of by-laws or the enactment of a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act shall not be enforced or acted upon until the approval of the Minister has been obtained, which approval will not be obtained prior to, or without, membership approval." (as per B.9.b) * Insert new paragraph 18, Appointment of Auditor: "At the Annual General Membership meeting, the members shall appoint an Auditor in accordance with relevant Canadian and provincial laws whose duty shall be to audit the accounts of the corporation and make a report to the members at the annual meeting." (as per B.10.a, B.10.b) * Renumbered the other paragraphs as required.
Amgine
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