All Motion and By-Law Changes ============================= This file contains a listing of all the AGM business to be voted upon. To download this file, start your capture function now, and press "c" to continue; or "go pda", choose "items of interest", then "AGM business". On the World Wide Web, this document is accssible as: http://www.ncf.ca/ip/freenet/agm/1996/motions/all.txt.en Last update: Wed Feb 28 10:38:37 EST 1996 =========================================================================== begin: freenet/agm/1996/motions/bylaws-about.txt.en =========================================================================== About By-Law Changes ==================== The following motions to amend the By-Laws of the National Capital FreeNet were passed by a majority of directors present at the Board meeting of 1996-02-20. They are now being brought to the Annual General Meeting of 1996 to be voted on by the members. An affirmative vote of at least two-thirds (2/3) of the votes cast is needed to sanction these amendments. Each motion will be voted on separately. The modified part of each By-Law is highlighted in CAPITAL LETTERS. Richard Taylor, aa333, Secretary =========================================================================== begin: freenet/agm/1996/motions/bylaw-7.txt.en =========================================================================== By-Law 7: No staff can be Directors =================================== I move that NCF amend By-Law 7 to read: The property and business of the corporation shall be managed by a board of a minimum of eight (8) directors to a maximum of fifteen (15) directors of whom five (5) shall constitute a quorum. Directors must be individuals, 18 years of age or older, with power under law to contract. Directors must be members. FULL- OR PART-TIME STAFF OF THE CORPORATION MAY NOT SERVE AS DIRECTORS. Moved by Miranda Gray, ak717. Seconded by Jessica Cohen, aa724 =========================================================================== begin: freenet/agm/1996/motions/bylaw-8.txt.en =========================================================================== By-Law 8: DELETE this obsolete bylaw ==================================== I move that NCF remove By-Law 8 from the By-laws of NCF. [BY-LAW 8 CONCERNS THE INITIAL, PROVISIONAL DIRECTORS OF THE CORPORATION.] Moved by Miranda Gray, ak717. Seconded by Mike Mason, an956. =========================================================================== begin: freenet/agm/1996/motions/bylaw-10.txt.en =========================================================================== By-Law 10: Vacancies filled until AGM ===================================== I move that NCF amend By-Law 10 to read: 10. The office of director shall be automatically vacated: a. if a director has resigned their office by delivering a written resignation to the secretary of the corporation; b. if a director is found by a court to be of unsound mind; c. if a director becomes bankrupt or suspends payment or compounds with his creditors; d. if at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that a director be removed from office; e. on death; f. if a director misses all meetings of the board of directors, either in person or by other accepted communications facilities, for a period of three consecutive months or three consecutive meetings, whichever time period is longer. AND that a new by-law be added after by-law 10 which reads: Any vacancy on the board may be filled by appointment by a majority vote of the board of directors UNTIL THE NEXT ANNUAL GENERAL MEETING. AT THAT TIME, THE MEMBERS SHALL ELECT A DIRECTOR TO FILL THE REMAINING YEARS OF THE TERM. THE CANDIDATE WITH THE MOST VOTES SHALL RECEIVE THE LONGEST TERM UNTIL ALL THE POSITIONS ARE FILLED. Moved by Miranda Gray, ak717. Seconded by Pat Drummond, ad995. =========================================================================== begin: freenet/agm/1996/motions/bylaw-22.txt.en =========================================================================== By-Law 22: Appointment of Officers ================================== I move that NCF amend By-laws 22 to read: 22. Officers shall be appointed by resolution of the board of directors at the THIRD meeting of the board of directors following the annual general meeting of members in which the directors are elected. Moved by Miranda Gray, ak717. Seconded by Jessica Cohen, aa724. =========================================================================== begin: freenet/agm/1996/motions/routine.txt.en =========================================================================== Routine Business Conducted at the AGM ===================================== The by-laws of the National Capital FreeNet set-out some routine business to be covered at each annual general meeting. An annual report will be presented detailing the major events and accomplishments for the corporation. Also, the financial statements and report from the auditors will be made available. In addition, the by-laws require confirmation of a few key activities conducted each year. Each member will be asked to vote on motions on these topics. This business includes: 1) Confirmation of Rules and Regulations For the Management and Operation of the Corporation The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect. 2) Payment of Employees A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members. 3) Appointment of Auditors The members shall, at each annual meeting, appoint an auditor to audit the accounts of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors. =========================================================================== begin: freenet/agm/1996/motions/rules.txt.en =========================================================================== Rules and Regulations ===================== Mover: David Sutherland (aa001) Seconder: Richard Taylor (aa333) The by-laws state that all rules and regulations set by the board of directors must be confirmed at an annual general meeting: "40. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect." Be it resolved that pursuant to By-law 40 of the National Capital FreeNet, all resolutions concerning rules and regulations passed by the Board of Directors of the National Capital FreeNet since the February 1995 Annual General Meeting be confirmed. =========================================================================== begin: freenet/agm/1996/motions/pay.txt.en =========================================================================== Remuneration of Agents, Contractors and Employees ================================================= Mover: Richard Taylor (aa333) Seconder: Andrew Patrick (aa118) Be it resolved that pursuant to By-law 15 of the National Capital FreeNet, all resolutions concerning the remuneration of agents, contractors and employees passed by the Board of Directors of the National Capital FreeNet since the February 1995 Annual General Meeting be confirmed. =========================================================================== begin: freenet/agm/1996/motions/auditors.txt.en =========================================================================== Appointment of Auditors ======================= Mover: Andrew Patrick (aa118) Seconder: Richard Taylor (aa333) I hereby move a motion for the Annual General Meeting that the National Capital FreeNet appoint the firm of KPMG Peat Marwick Thorne as its auditors for the 1996 fiscal year. =========================================================================== EOF