Annual General Meeting Update ============================== Submitted by Lisa Donnelly, Executive Director (execdir@freenet.carleton.ca) 14 February 1997 Contents: A) Introduction: General Update and Remaining Decisions B) Suggested Procedural Improvements C) Notice of the AGM D) General Business Motions E) Motions from the Floor F) Additional submissions from the Floor G) Summary of decisions required A) Introduction: General Update and Remaining Decisions ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ The operational elements of the AGM are proceeding per the posted time line. We have several people working on translation of documents though the software that operates the voting itself is only in English. The primary goal of the February Board meeting is to review final AGM issues including procedural issues, announcing the AGM to members and review of motions. This document raises several Board decision items which can be voted on during the "New Business: AGM matters" section of the Board Agenda. B) 1997 AGM Procedure Improvements ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Bylaw 32 includes: "Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken". In previous years, members have complained: * the text of motions is not visible during the voting process; * the consequences of motions is not always obvious, and no informed advice is offered, e.g., from their elected representatives (the board) or their employees (the staff); * there is no option to assign their vote to an informed proxy; * there are too many motions, too much data and the whole process it is too bothersome. Each year improvements are made, as resources permit. This year we are able to better support voters by offering the following improvements: * text of the motion can now be presented in the voting sequence before calling for a vote; * the member can now be presented with informed comment upon the motion before they vote, both by the mover of the motion and by NCF board and management; * the member now has the option of assigning their vote by proxy to the Board of Directors; * members may abstain from or assign to proxy all motions at once. These procedural changes in voting require minimal changes and address the concerns raised in past AGMs. They are also in line with the way many other organizations handle AGMs. Members get on the spot information as they are voting on motions and they get an array of ways to vote. Proxy voting is covered by bylaw 32: "A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy". The proxy method and power will be explained in introductory material, in the AGM notices, in the voting software, and in help files. The method of submitting a proxy vote to the Proxy Administrator still exists but we have added to it. Members can contact the NCF Proxy Administrator and give voting rights to another should they be unable for some reason to participate. Members can now also chose a proxy vote that would be assigned to the Chairperson of the Board or the Board as a whole. This year, the material presented during voting for each motion has the following format: Appointment of Auditors Mover: Jeff Bossert (au025, NCF Treasurer) ~~~~~~~~~~~~~~~~~~~~~~~ Seconder: Richard Taylor (aa333, an NCF director) SECTION ONE: Motion ~~~~~~~~~~~~~~~~~~~ I move that the National Capital FreeNet appoint the firm of KPMG Peat Marwick Thorne as its auditors for the 1997 fiscal year. SECTION TWO: Comments from proposer of the motion (Jeff Bossert, Treasurer) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ NCF bylaws require the appointment of an auditor at the annual general meeting. We have used KPMG Peat Marwick Thorne for the last four years and it is advisable to continue with a firm that knows our history and methods. SECTION THREE: Comments from your NCF Board ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ The Board of Directors recommends voting 'Yes' for this motion. SECTION FOUR: Your vote ~~~~~~~~~~~~~~~~~~~~~~~ Vote by typing one of the voting letters below, followed by RETURN (or just press RETURN for no change). If you feel you have insufficient time or information to form a reasoned judgment on this motion, consider selecting 'A' to abstain or 'P' to assign your vote by proxy to Board of Directors. Enter: Y = Yes A = Abstain (only RETURN = no change, no vote) N = No P = Proxy vote The mover of the motion provides the text for the first two sections; no editing is done (aside from formatting, if necessary). The third section is to be provided by the board (and Executive Director if operational). As for all board comments, they should reflect the majority opinion of the board and past Board decisions if they exist, along with the Board's direction to the proxy holder. During the February board meeting, each motion from the floor will need to be considered in order to instruct the proxy holder and to create text for section three of the motions. In consideration of the number of motions and time constraints, board members may want to review material ahead of meeting, including the text of the motions, the rationale of the mover, and discussion in the 'go agm' newsgroup dedicated to motions. Special motions that are recommendations to the board that are passed by members will come back to the board for full consideration at a later meeting. C) Notice of the AGM ~~~~~~~~~~~~~~~~~~~~~ Bylaw 32: "Fourteen (14) days' written notice shall be give, sent or posted electronically to each voting member of any annual or special general meeting of members". NCF has traditionally posted notice in the ncf.announce newsgroup and on the login screens. AGM material is posted in the 'go agm' menus. This year, it is suggested that notice also be sent by email to people who have set their email to be forwarded to non-NCF accounts. To increase the effectiveness of this email, the board is asked to consider having the email sent the day the AGM opens. Then the recipients will be able to act upon the email immediately. Also, since the AGM is open for 16 days, this will provide 14 days' notice (redundantly, since notice is already available by traditional NCF methods). D) General AGM Motions ~~~~~~~~~~~~~~~~~~~~~~ There are three standard 'general business' motions: 1. Remuneration of Agents, Contractors, and Employees Mover: Jeff Bossert 2. Appointment of Auditors Mover: Jeff Bossert 3. Rules and Regulations Mover: David Sutherland A fourth motion has been requested by several members: 4. Board size Mover: David Sutherland The first three are resolutions required by the bylaws. The fourth motion ('board size') was passed by the Board of Directors at the January meeting. Since the new size is within the board size range allowed by bylaw 1, the bylaws do not require the 'board size' motion to be ratified by members (apart from the blanket ratification of all motions called for by bylaw 40). Nevertheless, several members have informally asked that the motion be broken out. The Executive Committee recommends that we do so. The motion is thought to be a recommendation to the board and requires a simple majority to pass. E) AGM Motions "From the Floor" ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Bylaw 31 states, "The members may consider and transact any business either special or general at any meeting of the members", subject, presumably, to proper process. The motions below were submitted according to the procedure posted online and have been confirmed with the mover and seconder. Four people submitted motions from the floor for a total of eight 'special business' items. Expression of thanks to NCF supporters Mover: David Sutherland Account renewals Mover: Joshua Gilbert ncf.* and ott.* newsgroups Mover: Miranda Gray Usenet access for ISP-based members Mover: Matthew Darwin Bylaw 8 Mover: Miranda Gray Bylaw 13 Mover: Miranda Gray Bylaw 23 Mover: Miranda Gray Bylaws 30-33 Mover: Miranda Gray The first four of the 'special business' motions above are probably "motions recommending rules and regulations to the board of directors" and require a simple majority to pass. [bylaw 32e] The last four 'special business' motions are "amendments of By-Laws" and require a "majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law" and then approval of the Minister of Consumer and Corporate Affairs. [bylaw 37] Though bylaw 31 contains a clause allowing any business, bylaw 37 seems more specific regarding bylaws and requires endorsement by the majority of the board, then at least 2/3 of member votes, then the Minister. Given that the board has recently decided that the existing bylaws need an overhaul but no changes are urgent, the board decided to review all bylaws at once, as a whole, and has set up an ad-hoc committee to do the work throughout 1997. The board will have to interpret bylaw 37 and, if required, decide whether to endorse the motions suggesting Bylaw changes so that they go to this AGM, or recommend that the suggestions be sent to the ad hoc Bylaw committee. F) Other submissions ~~~~~~~~~~~~~~~~~~~~~ Five other items were received but not according to the posted process. Also, no seconders were received for any of the items. All items were posted/emailed on the last day that material was to be received, so there was no time to suggest following the posted procedure. One of the items was posed as 'new business' and the other four as 'questions of priviledge.' The procedures for 'questions of privilege' are not defined for NCF's online AGMs. 'Questions of privilege' are part of regular in-person parliamentary procedure; 'questions of privilege' do not require a seconder and can interpret the proceedings to bring to the attention of the Chair a condition affecting participation in the meeting, e.g., a request that the speaker speak louder, a request that the heating be adjusted, etc. 'Questions of privilege' would not seem relevant before a meeting has started. Even when our online "meeting" has started, it is significantly different from a regular in-person meeting; we don't have a 'Chair', things happen asynchronously and in an order controlled by each member, etc. 'Questions of privilege' are not defined for NCF's AGM and it is not clear how they would be relevant to NCF AGM procedures. The four "questions of privilege" are in the report attachment, and formatted as follows a) Introduction and rationale b) Motion, in the form: "This NCF Question of Privilege is raised in support of a motion to..." and then a motion follows, generally relating to a policy or an NCF operational process. The board will need to decide whether these five items are eligible to be included in the AGM material this year. G) Summary of Issues and Decisions Required ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ * Does the Board want to separate "Board size" from the standard Rules and Regulation motion? * Is it OK to send notice by email to forwarded accounts on the first day of the AGM? * Does the board want to vote on Bylaw changes (as implied by the Bylaws) or have the members vote first? * Is the four part presentation of motions acceptable? If so: a) how will the Board/ED generate opinions for section three? * Should the AGM software allow members to assign a proxy? If so: a) should proxy votes be used for Board candidate voting b) should proxy votes be used for voting for motions * If proxies are desired, who should vote the proxy? How should that person be directed to vote? * What is the board's decision regarding the existing 'questions of privilege' and unseconded 'new business' motion? * How does the board wish to handle such things as 'questions of privilege' if they arise during the AGM period?