Special Resolution A - Amendment of the By-laws

For this 2014 AGM, the NCF Board of Directors has tabled one Special Resolution, a by-law amendment. By-law amendments are enacted by a resolution passed by the board of directors, then sanctioned by approval of a Special Resolution at a meeting of members by at least two-thirds (2/3) of the votes cast, and finally made effective by approval of Corporations Canada. The resolution below was passed by the NCF Board of Directors, and is now to be considered by members at this Annual General Meeting as a Special Resolution.

Mover: NCF Board of Directors (chair of the NCF Governance Committee)

SECTION ONE: Motion

Be it resolved that the attached (below) Articles of Continuance and updated By-laws are adopted.

SECTION TWO: Comments from proposer of the motion

In 2009, the Minister of Justice published an updated Canada Not-for-profit Corporations Act, to which all not-for-profits, like the National Capital FreeNet, must comply by October 2014. The process requires FreeNet to file re-stated articles of incorporation, in the form of an Articles of Continuance, and to file updated by-laws consistent with the new Act.

The updated by-laws are essentially a re-statement of the existing by-laws with the following notable changes:

1. The AGM and other member meetings explicitly defined to be electronic (as we've always held them),
2. A conflict resolution mechanism is defined,
3. Proxy voting has been omitted (since meetings are conducted electronically), and
4. The notice period for board meetings has been reduced.

The Article of Continuance, the updated by-laws, and the existing by-laws are attached below.

SECTION THREE: Comments from your NCF Board

Voting 'For' on this motion is recommended by the Board of Directors.

Articles of Continuance

Articles of Continuance (PDF)

Proposed By-laws of the National Capital FreeNet

Proposed by-laws (PDF)

For reference, the current by-laws.