CIRA’S member-only, virtual annual general meeting (AGM) will be delivered using a new meeting platform. To help prepare members for this change and raise awareness of the general procedures during the AGM, we have developed the following guide.
Purpose of an AGM
The purpose of an AGM is to conduct certain business related to the operation of the organization, including:
- placing annual financial statement before members
- appointing the corporation’s auditor
- electing directors (CIRA’s election of directors starts at the AGM and runs for seven days)
AGMs may also include special business, such as by-law changes and member proposals, which vary from year to year.
Role of members
The role of members* in CIRA’s AGM is critical. A quorum of members must be present for the AGM to proceed. CIRA’s By-Law requires a quorum of at least 100 members for this year’s AGM.
At the AGM, members may participate by moving and seconding motions, asking questions and providing comments related to motions and, most importantly, by voting on the motions.
*A reminder that as per CIRA’s By-Law and the Canada Not-for-profit Corporations Act, in order to vote during the AGM, you must have been a CIRA member 21 days prior to the AGM and continue to be a member as of the day of the AGM.
Code of conduct
All persons at the AGM must speak respectfully and with courtesy to one another. Personal attacks and disrespectful comments will not be tolerated and will be ruled out of order. Any person whose behaviour, after warning by the Chair, seriously interferes with the business of the AGM will need to leave.
Important rules and procedures for this year’s AGM
At this year’s AGM, members will be be asked to vote on a:
- motion to re-appoint CIRA’s auditor
New motions dealing with special business or concerning the management of the business of CIRA cannot be properly brought to the AGM for the following reasons. Notice of any special business must be provided to all members well in advance of the AGM pursuant to the prescribed period under the Canada Not-for-profit Corporations Act to allow members time to fully review the details and purpose of the motion before deciding whether to attend the AGM and casting their votes. The management of the business of CIRA is the sole responsibility of the board of directors and as such cannot be properly voted on by members.
However, members may make legitimate motions or demands at the AGM (e.g. main motions, subsidiary motions and incidental motions, including question of privilege, point of information or point of order) in accordance with the applicable Rules of Order under CIRA’s By-Law. Members who wish to do so during the AGM must:
- Click the “Request to speak” button.
- Allow permission to use your camera and/or microphone.
- Indicate to the attendant that you have a motion or demand.
- You will then be put at the top of the queue to speak live.
Motions
- Motion will be considered in their order of precedence.
- Motions must generally be moved and seconded by members.
- Names of movers and seconders will be read aloud.
- New motions on substantive matters cannot be properly brought before the meeting.
- Members may make legitimate motions or demands at the AGM (e.g. main motions, subsidiary motions, including a question of privilege, point of information or point of order.)
How to move and second a motion:
When asked for a mover, members can:
- Select the “Support” tab
- Select “Move” in the drop-down menu
- Click the submit arrow
When asked for a seconder, members can:
- Select the “Support” tab
- Select “Second” in the drop-down menu
- Click the submit arrow
Questions related to motions and items of business
- A maximum of seven minutes per motion/item of business is allocated to the question period.
- Members are limited to one question each to allow time for other members to participate. If time remains once all questions have been asked, members will be invited to ask additional questions.
- Member will be given 30 seconds to ask their question.
- Questions will be heard by all attendees.
- Questions will be addressed in the order in which they are queued.
- Questions must take the form of an actual question and must be limited to the motion or item of business being discussed. **
- Each response to a question will be limited to two minutes.
**For example, at the time of the motion to appoint the auditor, questions can only be related to the appointment of the auditor.
How to ask a question:
- Click the “Request to speak” button.
- Allow permission to use your camera and/or microphone.
- You will then be put in a queue to speak live.
Comments related to motions and items of business
- A maximum of seven minutes per motion/item of business is allocated to the comment period.
- Members are limited to one comment each to allow time for other members to participate. If time remains after all comments have been made, members will be invited to provide additional comments.
- Members will be given one minute to provide their comment.
- Comments will be addressed in the order in which they are queued.
- Comments must take the form of a statement and must be limited to the motion or item of business being discussed. **
**For example, at the time of the motion to appoint the auditor, questions can only be related to the appointment of the auditor.
How to provide a comment:
- Click the “Request to speak” button.
- Allow permission to use your camera and/or microphone.
- You will then be put in a queue to speak live.
Voting
- A vote will be called for each motion.
- Members must cast their vote through the webcast platform.
- Members will have the following options:
- Vote YES to support the motion;
- Vote NO to oppose the motion; or
- ABSTAIN to not provide a vote.
- The poll for each motion will be open for one minute. A countdown will be provided.
- The results will be read aloud and presented on screen.
How to vote:
When a vote is called, members will be pushed to the poll on their screen with the motion and voting options.
Members will then select from the voting options provided. Your vote will automatically be recorded.
Terminology
Rules of order: Nathan & Goldfarb’s Company Meetings For Share Capital and Non-Share Capital Corporations, being the rules that apply to meetings of CIRA’s members, as set out in CIRA’s By-Laws.
Code of conduct: rules agreed to by participants that outline the acceptable behaviour, norms and responsibilities when participating in a meeting, as set out herein. By virtue of attending CIRA’s AGM, attendees agree to abide by the code of conduct for the AGM.