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NOTICE OF ANNUAL GENERAL MEETING OF STRATHCONA NORDICS SKI CLUB

The Strathcona Nordics Ski Club Annual General Meeting (AGM) will be held on Saturday, November 3rd at 1:00 pm at Queneesh School. Queneesh School is located at 2345 Mission Road, Courtenay BC.

Two Special Resolutions Notice

IMPORTANT:: This notice contains wording of two Special Resolutions for your consideration at the AGM, and background information about the proposed Special Resolutions. See Special Resolutions below.

Members are requested to review the following information as the Strathcona Nordics Ski Club (SNSC) undergoes the transition to the new Societies Act, as required by the BC Societies Act. The purpose of the transition is to move our society’s bylaws and constitution onto the new electronic filing system

The transition process requires that the Constitution be a separate document containing only the name of the club, and the purposes of the Club, and that provisions for dissolution of the society be moved from the Constitution to the Bylaws.

As the SNSC constitution and bylaws had not been reviewed since the inception of the Club in 1999, it was decided by the Board of Directors, to undergo a thorough review and updating of the Bylaws.

Click on the highlighted text to see the following four documents:

1. The text of the Special Resolutions to be voted on at the AGM on November 3, 2018
2. The new Constitution - containing only the name of the society and the purposes of the society, exactly as written in the original constitution in 1999.
3. The Proposed new Bylaws of the Society
4. The original 1999 Bylaws of the Society
1. The text of the Special Resolutions to be voted on at the AGM on November 3, 2018
2. The new Constitution - containing only the name of the society and the purposes of the society, exactly as written in the original constitution in 1999.
3. The Proposed new Bylaws of the Society
4. The original 1999 Bylaws of the Society

Changes to the Bylaws are extensive. Note especially:

1. Part 1 and 3.5 concerning Special Resolutions, especially the 2/3 threshold is required to be stated.
2. Changes to the AGM Quorum - Article 16 in the old, and 3.9 in the new
3. Directors Eligibility 4.3 - required to clarify a decision that directors must be 18 years of age or older.
4. Sections have been added on 3.17 Participation in the general meeting by telephone or other communications medium, 5.9 In-Camera Meetings, 7.2 Signing Authority, 7.5 Investment, 7.7 Access to Records, 8.1, 8.2 Indemnification, 9. Dissolution of the Society 10. Amendment of Bylaws, 11 Adoption of Bylaws
1. Part 1 and 3.5 concerning Special Resolutions, especially the 2/3 threshold is required to be stated.
2. Changes to the AGM Quorum - Article 16 in the old, and 3.9 in the new
3. Directors Eligibility 4.3 - required to clarify a decision that directors must be 18 years of age or older.
4. Sections have been added on 3.17 Participation in the general meeting by telephone or other communications medium, 5.9 In-Camera Meetings, 7.2 Signing Authority, 7.5 Investment, 7.7 Access to Records, 8.1, 8.2 Indemnification, 9. Dissolution of the Society 10. Amendment of Bylaws, 11 Adoption of Bylaws

Information about the Transition process can be found by clicking here and Transition FAQ's can be found by clicking here. If you have any questions or comments concerning the transition process, the special resolutions or the proposed Bylaws, please contact Marilyn Atkinson by email or 250-338-9345, before the annual general meeting.

Wording of the Two Special Resolutions

SPECIAL RESOLUTION 1 – MOVING AN UNALTERABLE ARTICLE FROM THE CONSTITUTION (REGISTERED WITH BC REGISTRIES)

A Special Resolution of the members to move the unalterable articles from the Constitution to the Bylaws, under the provisions of the Societies Act, authorizing the directors to file a transition application to move the unalterable articles from the Constitution to the Bylaws.

WHEREAS:

A. The Society was incorporated under the British Columbia Society Act on September 26, 1999.

B. It is considered to be in the best interests of the Society that it transitions to current requirements of the British Columbia Societies Act (the “New Act”) pursuant to section 240 of the New Act; and

C. In accordance with the new Societies Act, that the unalterable Articles must be transitioned into the Bylaws, on a provisional basis, until the next duly called meeting,

BE IT RESOLVED THAT Article 3 of the Constitution :

" Should the Society accumulate any profits they shall not go to the members but shall be distributed in the same manner as the assets would be distributed upon a winding up or dissolution as hereinafter provided:

Upon winding up or a dissolution of the Society any funds of the Society that remain after settlement of its debts and liabilities shall be given or transferred to an organization(s) with purposes similar to the Society as may be determined by the members of the Society at the time of winding up or dissolution and if and so far as effect cannot be given to the foregoing provisions then such fund shall be given or transferred to some other organization provided that each organization referred to in this paragraph shall be a charitable organization, or a charitable trust, recognized by Revenue Canada as being qualified as such under the provisions of the Income Tax Act (Canada) from time to time in effect. This clause shall be unalterable."

Be transitioned from the constitution and added to the Bylaws as “Formerly Unalterable Provisions”, Bylaw 9.1.

I So Move…

SPECIAL RESOLUTION 2 – TO AMEND THE BYLAWS (REGISTERED WITH BC REGISTRIES)

A Special Resolution of the members transitioning the Society under the provisions of the Societies Act, authorizing the directors to file a transition application, and amending the Bylaws of the Society.

WHEREAS:

A. The Society was incorporated under the British Columbia Society Act on September 26, 1999;

B. It is considered to be in the best interests of the Society that it transitions to the current requirements of the British Columbia Societies Act (the “New Act”) pursuant to section 240 of the New Act;

C. It is considered to be in the best interests of the Society that it amend its Bylaws to accord with the New Act.

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. The directors of the Society are authorized and directed to file a transition application under section 240 of the New Act (the “Transition Application”);

1. 
   The existing Bylaws of the Society, as filed with the Registrar of Companies, be cancelled, and the form of Bylaws presented to the members at the general meeting on November 3, 2018, be adopted as the Bylaws of the Society in substitution for, and to the exclusion of, the existing Bylaws of the Society, to be effective as of the date of filing the Transition Application with the Registrar of Companies;

2. 
   The proposed Bylaws were provided to the members 28 days in advance of the meeting of November 3, 2018, for the purposes of reviewing and comparing the proposed new Bylaws to the previous Bylaws

3. 
   Any one of the officers and directors of the Society is authorized to take all such actions and execute and deliver all such documentation, including the Transition Application, which are necessary or desirable for the implementation of this resolution.

1. 
   The existing Bylaws of the Society, as filed with the Registrar of Companies, be cancelled, and the form of Bylaws presented to the members at the general meeting on November 3, 2018, be adopted as the Bylaws of the Society in substitution for, and to the exclusion of, the existing Bylaws of the Society, to be effective as of the date of filing the Transition Application with the Registrar of Companies;
2. 
   The proposed Bylaws were provided to the members 28 days in advance of the meeting of November 3, 2018, for the purposes of reviewing and comparing the proposed new Bylaws to the previous Bylaws
3. 
   Any one of the officers and directors of the Society is authorized to take all such actions and execute and deliver all such documentation, including the Transition Application, which are necessary or desirable for the implementation of this resolution.

I So Move….
 

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