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Mid Island Co-op AGM 2019 – Notice With Resolutions
Special Resolutions being proposed by the Board of Directors of Mid Island Co-op at the 2019 Annual General Meeting
Summary and Background of Resolution #1 –
Change to Rule 77 Qualifications of Directors. Remove Section 77(3) that relates to an employee of the Co-op being able to be elected to the board of directors.
This resolution is being put forward by the Co-op’s board of directors and is based on Co-operative best business practices, ensuring that all elected board members are able to fulfill their full fiduciary responsibilities and reduce or eliminate associated conflict of interest opportunities.
Resolution #1 – Be it resolved that rule 77(3) be deleted in its entirety:
77 Qualifications for directors
(3) One (1) and only one (1) Director of the Association may be an employee of the Association (other than a person involved in the management of the Association), herein after called an “Employee”. In the event more than one employee is nominated and does run for election, only that employee obtaining the greatest number of votes shall take and hold the position of Director of the Association provided that the Employee shall have garnered enough votes to win election as a Director. The employee who has been elected or appointed in accordance with these rules shall have the right to continue as an employee and receive payment from the Association for his or her work as an employee.
Summary of Resolution #2 –
Add section 77(4)(e) that will limit the ability of current contractors and employees of the Co-op from being elected to the Co-op’s board of directors.
This resolution is being put forward by the Co-op’s board of directors as is based on Co-operative best business practices, ensuring that all elected board members are able to fulfill their full fiduciary responsibilities and reduce or eliminate associated conflict of interest opportunities.
Resolution #2 – Be it resolved that rule 77 (4) be amended to read:
77 (4) No individual is entitled to become or act as a director of the Association if:
(a) the individual is under the age of 18 years;
(b) the individual is found by a court, in Canada or elsewhere, to be incapable of managing the individual’s own affairs;
(c) the individual is an undischarged bankrupt;
(d) the individual is convicted in or out of British Columbia of an offence in connection with the promotion, formation or management of a corporation, or an offence involving fraud, unless the events described in the Act have occurred;
(e) the individual is an employee of the Association or contractor for the Association or has been an employee or contractor within the past 3 years.
(f) the individual or a member eligible organization of which the individual is a director has not purchased goods and services, or a combination of both, from the Association during the last financial year of the Association, worth at least $500.
(g) the individual or a member eligible organization of which the individual is a director has an account with the Association that is more than 60 days in arrears.
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