Motions - 2020 OSCA Annual General Meeting
Motion to approve the Agenda
BE IT RESOLVED that the Agenda be approved.
Motion to approve the Minutes of the 2019 AGM
BE IT RESOLVED that the minutes of the Annual General Meeting held on May 7, 2019 (as posted on OSCA’s website in the folder established for 2020 AGM documents) be approved.
Motion to approve the Financial Statements and related Auditor’s Report
BE IT RESOLVED that the financial statements of the Corporation for the year ended December 31, 2019 and related Auditor’s Report (as posted on OSCA’s website in the folder established for 2020 AGM documents) be approved and adopted.
Motion to appoint the Auditor
BE IT RESOLVED that Edward Swerdfeger be appointed auditor of the Corporation until a successor is appointed.
Motion to ratify the amended By-laws
OSCA is incorporated under the laws of Ontario as a not-for-profit corporation (“NFP”). Ontario Legislation governing NFPs is in process of being updated. The Ontario Not‑for‑Profit Corporation Act (“ONCA”) recently became law (but is not yet in force). The new ONCA legislation is intended to clarify the rules governing NFPs, increase accountability, permit some NFPs to simplify their audit procedures, clarify the way in which NFPs can participate in commercial activities, and enhance member rights and information access. This legislation was expected to come into force in early 2020, however it has been delayed.
Meanwhile, in anticipation of the coming into force of the ONCA legislation, and as part of an ongoing governance review, OSCA undertook an extensive review of its By‑laws, with a view to ensuring that its governing documents reflect current business reality.Some possible by‑law amendments were deferred pending further study; those deemed non‑controversial were adopted by the Board of Directors on May 19, 2020.
The amendments to the By-laws which have been made include:
- Housekeeping amendments (eg to correct grammatical and typographical errors)
- Amendments for consistency with OSCA’s current practice
- Governance changes which will likely be required to comply with ONCA
- Amendments to address perceived deficiencies in current governance structure.
BE IT RESOLVED that the By-laws as amended and adopted by the Board of Directors on May 19, 2020 (as posted on OSCA’s website in the folder established for 2020 AGM documents) be ratified.
Motion to Elect Directors
At the May 2019 OSCA Annual General Meeting, changes to the OSCA By-laws were ratified such that members of the Board of OSCA would serve a three year term instead of the previous one year term.
In order to respect current terms and phase in three year terms so that typically there would be six of the 18 Board members retiring each year, a transition period was agreed.
Six of the current Board members were elected to a three year term commencing in May 2019. These individuals are in the second year of their three year term and do not require election at the 2020 AGM (Joy Morrow, Sue Neill, Winnie Pietrykowski, Richard Slowikowski, Brian Ure, Laura Urrechaga).
Five of the current Board members agreed to stand for election and are nominated for a three year term beginning at the 2020 AGM (Virginia Asante, Ben Baril, Eli Duern, Michael Jenkin, Shehryar Sawar).
Six of the current Board members agreed to stand for election and are nominated for a one year term beginning at the 2020 AGM (Susan Brousseau, Anna Cuylits, Mark Gencher, Michael McKay, Ingrid Nielsen, Janet Silver).
BE IT RESOLVED THAT the following nominated Directors be elected, effective as of the 2020 OSCA AGM:
For three year terms: For one year terms:
Virginia Asante Susan Brousseau
Ben Baril Anna Cuylits
Eli Duern Mark Gencher
Michael Jenkin Andrew King
Shehryar Sarwar Michael McKay
Motion to adjourn
BE IT RESOLVED that the business portion of the Annual General Meeting be adjourned.