Notice of Annual General Meeting.

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Annual General Meeting 21

Tuesday, Oct 29th 2019, 5:30 PM at Vancouver Island University in Building 355 (Arts & Sciences) Room 203.


Hello Friend

Another year has gone by at CHLY 101.7FM, and with that our 21st Annual General Meeting is coming up fast! As usual for our AGM, we will be electing several new board members, and we will have some special resolutions to vote on to update our constitution & bylaws.

I would also like to announce that with this AGM, my time on the Board of Directors is coming to a close. After four years on the board and my time at Vancouver Island University soon coming to an end, I feel that it is time to pass the torch. I feel much has been accomplished during my time on our society’s board, and I happy to leave it in a better place.

Please RSVP for our Annual General Meeting to make it easy for us to sign you in!

PS: There will be 🍕 as per tradition!

Nolan Duke
President,
Radio Malaspina Society
CHLY 101.7FM

This year's business

For elections this year under our staggered directorship bylaw, there are two student positionstwo community positions, and two VIU Staff/Admin Representatives open for nomination.

Nominations are open for submission in advance of the Annual General Meeting and will be reviewed by the Nominations Committee for referral to the membership via the Board of Directors. Those interested in running for a directorship, can fill in a nomination form and submit it completed and signed to Executive Director Jesse Woodward during office hours (9 AM–5 PM, Monday–Friday), or email it before midnight, October 16th to jesse.woodward@chly.ca, (CC: secretary@chly.ca or nominations@chly.ca).

This year there are fifteen Special Resolutions referred to the membership by the Board of Directors to update our bylaws. See below for details.

Notice for General Meetings and Special Resolutions is 14-days notice und the Societies Act of British Columbia. At the time of this notice, there will be at least 18-days notice. 

Annual General Meeting Agenda

  1. 5:30 PM—Member sign in.

  2. 6:00 PM—Meeting commences (Quorum is 24 members of the Radio Malaspina Society).

  3. 6:01 PM—Appointment of a chairperson.

  4. 6:02 PM—Acknowledgment of Snuneymuxw First Nations territory and thanks.

    "As Vancouver Island University has a long-standing relationship with the Snuneymuxw First Nation, the Radio Malaspina Society, operating CHLY 101.7FM, would like to acknowledge and thank the Snuneymuxw First Nation for allowing us to live and learn, broadcast, and share educational experiences here on their traditional territory."

  5. 6:05 PM—Approval of minutes of the previous Annual General Meeting, and any Special General Meetings in the year.

  6. 6:10 PM—President's Report.

  7. 6:20 PM—Executive Directors Report.

  8. 6:30 PM—Finance Report to year end.

  9. 6:55 PM—Appointment of an auditor.

  10. 7:00 PM—Election of directors: Two Student Members, Two Community Members, Two VIU Staff/Admin Representatives.

  11. 7:30 PM—Special Resolutions (Constitution + Bylaw Amendments). See “Special Resolutions” section below.

  12. 7:40 PM—General Resolutions.

  13. 7:50 PM—Any Other Business.

  14. 8:00 PM—Guest Presentation (TBA).

  15. 8:30-8:45 PM—Adjournment.

Special Resolutions

Special Resolution One

WHEREAS, section 1.2.3. of the Bylaws states: “Society Act means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;” and

WHEREAS, the Society Act has been replaced with the Societies Act (SBC 2015, c 18);

RESOLVED, section 1.2.3. of the Bylaws shall be amended to: “Societies Act means the Societies Act (SBC 2015, c 18) of the Province of British Columbia from time to time in force and all amendments to it.”

Special Resolution Two

WHEREAS, section 2.1. of the Bylaws states:

2.1. The members of the Society shall be: 

2.1.1. Any members of the community at large who have completed the membership application and paid the prescribed membership fees to the Society 

2.1.2. All students who are registered in at least one credit course at Vancouver Island University (Nanaimo Campus), for the current or previous semester.

WHEREAS, section 5.6.1. of the Bylaws already requires candidates for a position on the Board to be members for a minimum of one month prior to an Annual General Meeting; and

WHEREAS, the Board wants to prevent situations where a group of individuals may sign up as members shortly before a General Meeting in an effort to establish voting control of the Society:

RESOLVED, section 2.1. of the Bylaws shall be amended to:

2.1. The members of the Society shall be: 

2.1.1. Any members of the community at large who have completed the membership application and paid the prescribed membership fees to the Society (“Community Members”).

2.1.2. All students who are registered in at least one credit course at Vancouver Island University (Nanaimo Campus), for the current or previous semester (“Student Members”).

RESOLVED, section 2.4. of the Bylaws shall be created to state:

2.4. Voting Members

2.4.1. Community Members shall only be Voting Members if they are members for at least 30 days immediately prior to a General Meeting, or if they are members at the time of a General Meeting and for at least 6 out of the previous 12 months.

2.4.2. All Student Members shall be Voting Members.

2.4.3. Notwithstanding any other provision in these Bylaws, only Voting Members shall be entitled to vote at General Meetings.

Special Resolution Three

WHEREAS, section 4.2.1. of the Bylaws states: “Special General Meetings may be called at any time by: a majority vote of a board of directors meeting; or as otherwise required by the Society Act of British Columbia.” And

WHEREAS, the Society Act has been replaced with the Societies Act (SBC 2015, c 18);

RESOLVED, section 4.2.1. of the Bylaws shall be amended to: “Special General Meetings may be called at any time by a majority vote of the Board, or as otherwise required by the Societies Act.”

Special Resolution Four

WHEREAS, section 4.3.1. of the Bylaws states: “Special General Meetings may be called at any time by: a majority vote of a board of directors meeting; or as otherwise required by the Society Act of British Columbia.” And

WHEREAS, the Society Act has been replaced with the Societies Act (SBC 2015, c 18);

RESOLVED, section 4.3.1. of the Bylaws shall be amended to: “Special General Meetings may be called at any time by a majority vote of the Board, or as otherwise required by the Societies Act.”

Special Resolution Five

WHEREAS, section 4.5. of the Bylaws states: “A General Resolution may be passed by a simple majority of the members in General Meeting.” And

WHEREAS, if the proposed amendment to section 2.4. of the Bylaws is accepted, section 4.5. will need to be amended to reflect the difference between Members and Voting Members:

RESOLVED, section 4.5. of the Bylaws shall be amended to: “A General Resolution may be passed by a simple majority of the Voting Members in a General Meeting.”

Special Resolution Six

WHEREAS, section 4.9. of the Bylaws states: “The quorum required for a General Meeting of the Society shall be 24 members.” 

WHEREAS, the Board wishes to reduce the number required for quorum at a General Meeting; and 

WHEREAS, if the proposed amendment to section 2.4. of the Bylaws is accepted, the Board wishes to only count Voting Members to count towards quorum:

RESOLVED, section 4.9 of the Bylaws shall be amended to: “The quorum required for a General Meeting of the Society shall be 16 Voting Members.”

Special Resolution Seven

WHEREAS, the Bylaws do not address whether proxy voting is permitted; and

WHEREAS, section 11 of the Societies Act requires that a society’s bylaws include whether or not proxy voting is permitted;RESOLVED, section 4.10. of the Bylaws shall be created to state: “Proxy voting is not permitted.”

Special Resolution Eight

WHEREAS, section 5.7.1. of the Bylaws states: “Members of the society may vote only once for each position in a board of directors election. Directors shall elect from their number the officers of the society.” And

WHEREAS, if the proposed amendment to section 2.4. of the Bylaws is accepted, section 5.7.1. will need to be amended to reflect the difference between Members and Voting Members:

RESOLVED, section 5.7.1. of the Bylaws will be amended to: “Voting Members may vote only once for each position in a Board election. Directors shall elect from their number the officers of the Society.”

Special Resolution Nine

WHEREAS, section 5.9.2. of the Bylaws states: “The quorum required for the transaction of business at a Board of Directors meeting shall be 60% of current directors.”

WHEREAS, due to the nature of a volunteer Board, some directors are at times unable to make it to every Board meeting; and

WHEREAS, the governing legislation (section 5.5 of Schedule 1 of the Societies Regulation, BC Reg 216/2015) states that quorum for a Board meeting must be at least a majority of directors;

RESOLVED; section 5.9.2. of the Bylaws shall be amended to: “The quorum required for the transaction of business at a Board meeting shall be a majority of current directors.”

Special Resolution Ten

WHEREAS, section 6.1. of the Bylaws states: “Compliance with the Society Act of British Columbia”; and

WHEREAS, the Society Act has been replaced with the Societies Act (SBC 2015, c 18);

RESOLVED, section 6.1. of the Bylaws shall be amended to: “Compliance with the Societies Act”.

Special Resolution Eleven

WHEREAS, section 6.1.1. of the Bylaws states: “The Board of Directors shall be familiar and comply with the provisions of the Society Act of British Columbia.” And

WHEREAS, the Society Act has been replaced with the Societies Act (SBC 2015, c 18);

RESOLVED, section 6.1.1. of the Bylaws shall be amended to: “The Board shall be familiar and comply with the provisions of the Societies Act.” 

Special Resolution Twelve

WHEREAS, the Board has the authority to implement policies that govern the conduct of members and the day-to-day operations of the Society, provided that such policies are not in violation of the Societies Act, nor the Society’s Constitution and Bylaws;

WHEREAS, the Board wishes to clearly state in the Bylaws this authority so that there is no confusion for the Society’s members or for the public;

RESOLVED, section 6.3. of the Bylaws shall be created to state: 

6.3. Society policies

6.3.1. The Board may, by directors’ resolution, create policies that govern the conduct of the Society’s members and the day-to-day operation of the Society.

6.3.2. These policies may include, but are not limited to, a code of conduct, a privacy policy, a conflict resolution policy, and a disciplinary policy.

Special Resolution Thirteen

WHEREAS, section 9.2.1. of the Bylaws states: “The members of the society shall appoint a professional accountant at each AGM to complete an audit.” And

WHEREAS, if the proposed amendment to section 2.4. of the Bylaws is accepted, section 9.2.1. will need to be amended to reflect the difference between Members and Voting Members:

RESOLVED, section 9.2.1. of the Bylaws shall be amended to: “The Voting Members shall appoint a professional accountant at each Annual General Meeting to complete an audit.”

Special Resolution Fourteen

WHEREAS, section 13. of the Bylaws states: “Sections 3 and 4 of this constitution are unalterable in accordance with Section 22 of the Society Act of the Province of British Columbia.” And

WHEREAS, the Society was required to include this provision in the Bylaws when it transitioned from the Society Act to the Societies Act, and this section no longer has any purpose or relevance;

RESOLVED, section 13. of the Bylaws shall be deleted.

Special Resolution Fifteen

WHEREAS, section 2.1.3. of the Constitution states: “To communicate with the highest standards of journalism the concern, interest and attitudes of the campus, surrounding community, as well as the academic environment to the general public;” and

WHEREAS, the membership expressed a desire at the 2018 Annual General Meeting to change the language in this section to reflect that some of listeners to CHLY use the internet and, therefore, are not necessarily in the surrounding communities;

RESOLVED, section 2.1.3. of the Constitution shall be amended to: “To communicate with the highest standards of journalism the concerns, interests, and attitudes of the campus, broadcast community, as well as the academic environment to the general public;”.

Time to renew your membership?

Pay your membership online, and keep your membership up to date! You can pay once, or set up recurring yearly payments.

Keep lineups short, renew your membership before the Annual General Meeting by becoming a monthly Sustaining Donor, or by making a one-time donation of $20 or more.

If you're unsure as to whether or not your membership is up to date, please reply back to this email to check your status, email Executive Director Jesse Woodward or phone the station at (250) 716-341 and speak to staff. Members not in good standing cannot participate in a vote at a General Meeting.

Students currently attending Vancouver Island University's Nanaimo Campus are considered as Student Members and are Members in Good Standing.