Annual General Meeting
1:00 – 4:00 p.m. Saturday, October 22
Michele Pujol Room, Student Union Building,
University of Victoria
Nominations Committee Report & Board of Directors Elections
In keeping with TLC’s bylaws, a Nominations Committee was struck to recruit candidates for the Board of Directors and to put forward candidates for the consideration of the membership.
Status and Recruitment Needs
The maximum number of Directors is 13. Directors are elected for a three-year term with a limit of three consecutive terms. Terms are staggered so that approx. one-third of Directors are elected each year.
There are currently eight Directors. Six Directors (whose terms are not ending) will be continuing. They include Jennifer Bagelman, Mel Lehan, Briony Penn, Lori Roter, Frances Sloan Sainas and Tom Watson. There are seven positions open to nominations. Fred Newhouse and Frances Pugh have both reached the end of their current terms this year and intend to stand for re-election.
Election Procedures and Timetable
• The role of the Nominations Committee is to seek out and recommend candidates to the membership. The Committee will make its recommendations in this report.
• In searching for candidates, the committee considered a range of factors, including knowledge of TLC, expertise and background, geographic location and strategic connections.
• Following receipt of this report, members may nominate other candidates. Further nominations are welcomed, and must be received by TLC no later than August 22. They must be signed by five TLC Members, and include a written confirmation from the nominee that he/she agrees to stand for election. A short biography of the nominee must also be included.
• If we receive more nominations than the number of vacant positions, an election will be held. If the same number or fewer nominations are received than the number of vacant positions, those nominees will be elected by acclamation.
• Should an election be required, and after the nominations deadline has passed, election materials and ballots will be prepared and sent to all TLC Members in good standing.
• Ballots will be sent by email to each member for whom we have a valid email address and by mail to all others. Ballots will be sent by September 6.
• Ballots must be returned to Head Office by October 4.
• The successful candidates will be announced at the AGM.
Please Note: To be eligible to vote in this upcoming election, you must be a member in good standing by July 26.
The following candidates are recommended for your consideration:
Occupation: Consulting Forester
Skills, knowledge and/or experience: Fred has extensive experience with silviculture and private woodlot licensing and organization. He has a degree in Natural Resources Management and is active with the Sustainable Environmental Network Society.
Interest and Vision for TLC: A TLC Board Member since 2010, Fred was initially interested in TLC because of his appreciation for the work that TLC had done and its relationship to his involvement in private woodlot management. As a TLC Member from the Interior of BC, he is interested in furthering TLC’s involvement in this part of the province.
Occupation: Fruit and vegetable grower
Skills, knowledge and/or experience: Frances has been a TLC Member since 2002. She brings to the Board a myriad of skills from running a small business. She has considerable non-profit organizational knowledge as Past Chair of the Saanich Inlet Protection Society, and as an active member of TLC’s Board since 2009.
Interest and Vision for TLC: Frances wants to work with staff to successfully conclude the CCAA process and complete TLC’s Strategic Plan for a sustainable future. She also wants to continue
working to maintain and increase our membership, to raise public profile and support TLC staff.
Proposed Bylaw Revisions to be addressed at Annual General Meeting
In June 2015, TLC’s Board of Directors struck a Bylaw Committee to review the organizations Bylaws. With the restructuring that TLC has undergone, it became apparent to the Board that it was time to update the Bylaws.
The Bylaw Committee distributed its draft revisions for TLC Member input in October 2015. The draft revisions were discussed at the 2015 Annual General Meeting, but not voted upon. TLC’s Board of Directors are calling for further feedback from the membership prior to the 2016 Annual General Meeting. Additional copies of the entire existing and proposed Bylaws are available on TLC’s website conservancy.bc.ca or by calling TLC at (250) 479-8053.
A special resolution will be brought to the 2016 Annual General Meeting on October 22, 2016, to adopt the proposed changes. Further changes to the Bylaws based on feedback received from TLC Members, and the special resolution to be voted upon, will be circulated prior to the Annual General Meeting October 22, 2016.
The major changes being proposed are:
Part 1. Interpretation. Changes to align with the new Society Act, adds definition of Senior staff person and clarifies proxy voting procedures.
Part 2. Membership. Addition of requirement to be a member 45 days before voting rights granted. Adds lifetime member category, and adds provision terminating membership 45 days
after notice of dues owing. Also adds a provision to renew membership during registration at a meeting.
Part 3. Directors. Renamed Board Directors for clarity. Substantive changes with the addition of a provision for a 2 or 3 year term to allow continuity on the Board, changes to the
nominating committee procedures reducing notice to 60 days and requiring members to nominate 45 days prior to the AGM.
Part 4. Powers of Board Directors. Renamed for clarity as above and adds requirement for committees to be chaired by a Board Director and adds optional representation by staff.
Part 5. Proceedings of Board Directors. Renamed for clarity as above. Increases required meetings from 4 to 6, sets quorum at 4, provides deciding vote to Chair, removes provisions for a
resolution in writing, and removes a provision for waiver of notice and a provision for acts of Directors if in defect. Added Society Act provisions for remuneration of Directors, adds in camera provision, changes number of allowable missed meetings to 2 consecutive rather than a majority for removing a Director.
Part 6. Officers. Allows Secretary or Treasurer to delegate duties to staff.
Part 7. General Meetings. New Society Act requires AGM to be held within 6 months of fiscal year end. Clarifies proxy voting procedures.
Part 8. Register of Members. Replaces Secretary with Senior staff person as responsible for keeping the register of members.
Part 9. Register of Board Directors. Renamed for clarity as above. Replaces Board with Senior staff person as responsible for keeping register of Board Directors.
Part 10. Common Seal. Clarifies use of common seal.
Part 11. Banking and Finances. Major revisions. Previous provision of appointment of a trust company removed, as well as provision for Board Directors to distribute funds at end of each
fiscal year. Adds requirement for endowment and trust funds to be held in a separate account. Adds requirement for expenditures to align with approved budget.
Part 12. Auditor. Changed Director to Board Director for clarity.
Part 13. Inspection of Books and Records. Inspection of TLC records altered to comply with BC Freedom of Information and Protection of Privacy Act to ensure membership information is protected.
Part 14. Notice. Slight clarification of wording only.
Part 15. Liability of Members. No changes.
Part 16. Limitation of Liability and Indemnity. Slight wording changes, not substantive changes.
Part 17. Amendments to Bylaws. This section removed. New Part 17 is the old Part 18 Charitable Status, Voluntary Donations and Bequests. Added endowment limitations of Community Foundations like the Victoria Foundation which has a $10,000 contribution minimum.
Part 18. Standards and Practices. (Old Part 19) No substantive changes.
Part 19. Acquisition, Protection and Disposition of Property. Entirely new. Provides the foundation for the new operating principles of TLC in respect to acquisition and protection of special places. See below for an explanation of the proposed changes to Part 19.
Part 20. Protection of Property. Deleted. Part 19 outlines the protection mechanisms TLC will use to provide protection via the placement of covenants. In future, properties will not be declared inalienable; rather the processes outlined in Part 19 will ensure protection in perpetuity.