memorandum€¦  · web view10:20 am: strategic planning overview by lui greco. 10:30 am:...

80
ALLIANCE FOR EQUALITY OF BLIND CANADIANS MEMORANDUM CALL TO THE ANNUAL GENERAL MEETING Second Release - March 27, 2013 This is the second edition of the call to the AGM. A subsequent revision, including additional resolutions and/or candidate platforms, may be released prior to the annual general meeting. Stay tuned for new and updated information! This document includes a complete version of the call to the AGM. The following items are new in this edition of the call: Bob Brown's candidacy for the position of 2nd Vice- President Jennifer Jesso's candidacy for the position of Director Darlene Wournell's candidacy for the position of Secretary Resolution 2013-06 was skipped in the first call to the AGM. Resolutions 2013-07, 2013-08, 2013-09 and 2013-10 have therefore been renumbered as 2013-06, 2013-07, 2013-08, and 2013-09 respectively. New Resolution 2013-10 (Chapter Representation at the National Board) The 2013 Annual General Meeting of the Alliance for Equality of Blind Canadians / L’Alliance pour l’égalité des personnes aveugles du Canada, with the theme “See Our Potential Through Accessibility, Collaboration and Technology” will take place from Friday, April 26 to Sunday, April 28, 2013 at Cambridge Suites Hotel, 15 Richmond Street East, Toronto, Ontario (http://www.cambridgesuitestoronto.com ). Phone 1- 800-463-1990 or (416) 368-1990.

Upload: others

Post on 21-Sep-2020

1 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

ALLIANCE FOR EQUALITY OF BLIND CANADIANS

MEMORANDUM

CALL TO THE ANNUAL GENERAL MEETINGSecond Release - March 27, 2013

This is the second edition of the call to the AGM. A subsequent revision, including additional resolutions and/or candidate platforms, may be released prior to the annual general meeting. Stay tuned for new and updated information!

This document includes a complete version of the call to the AGM. The following items are new in this edition of the call:

Bob Brown's candidacy for the position of 2nd Vice-President Jennifer Jesso's candidacy for the position of Director Darlene Wournell's candidacy for the position of Secretary Resolution 2013-06 was skipped in the first call to the AGM. Resolutions

2013-07, 2013-08, 2013-09 and 2013-10 have therefore been renumbered as 2013-06, 2013-07, 2013-08, and 2013-09 respectively.

New Resolution 2013-10 (Chapter Representation at the National Board)

The 2013 Annual General Meeting of the Alliance for Equality of Blind Canadians / L’Alliance pour l’égalité des personnes aveugles du Canada, with the theme “See Our Potential Through Accessibility, Collaboration and Technology” will take place from Friday, April 26 to Sunday, April 28, 2013 at Cambridge Suites Hotel, 15 Richmond Street East, Toronto, Ontario (http://www.cambridgesuitestoronto.com). Phone 1-800-463-1990 or (416) 368-1990.

There will be a “Welcome Table” for members at Cambridge Suites Hotel when you arrive, for any questions you may have. There is a hospitality suite for members to meet old friends and make new ones, on the evening of Friday, April 26. The room is still to be announced, so please check with the front desk for the actual room number.

The registration fee of $50.00 includes 2 continental breakfasts, 3 coffee breaks, and lunch on Saturday.

All hotel bookings must be made with Cambridge Suites Hotel directly. Reduced rate conference rooms are available for $135.00 plus 13% HST per night for double occupancy. Please book your room before March 29 to ensure you receive the AEBC rate.

Page 2: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

The weekend agenda includes a President’s report, the 2012 financial audit, the appointment of auditors for 2013 and discussion of the 2014 conference site. We have scheduled workshops on accessible websites, presented by Jutta Treviranus, and Blogging, what type of content makes a blog accessible, how to make it known to others and how to post a blog, presented by Paul Edwards and Anthony Tibbs. The rest of the weekend is devoted to the annual general business of AEBC.

Elections for President, Second Vice President, Secretary and Director without Portfolio, all two-year terms, will be held. Any member who cannot attend the AGM may still run for any office. However, we must be clear that you wish to run and for which office(s). Please send a note to Dar Wournell at [email protected] or leave a message at 1-800-561-4774, indicating your interest in standing and for which office(s). You will be responsible for finding your own nominator.

Included with this AGM call are the following documents: (Tip: Try hitting Enter on these titles to jump to the relevant part of the document, and using Alt + Left Arrow to return to this index afterward. It may work depending on the version of Word you are using!)

Schedule A: Draft agenda Schedule B: Conference registration form Schedule C: Minutes from the 2012 annual general meeting Schedule D: Continuation under new non-profit legislation: revised bylaws Schedule E: Proposed resolutions Schedule F: Board candidate profiles Schedule G: Proxy form

Members are invited to raise and submit any other items of business that may be considered at an Annual General Meeting of the AEBC as prescribed in the AEBC’s bylaws.

The bylaws provide that members may vote by proxy in elections and on any matters of organizational policy. A proxy form is attached as “Schedule G" to this notice. Anyone wishing to vote by proxy should complete the attached form and return it, to arrive not later than April 12, 2013, from your home e-mail to [email protected] or by regular post to P.o. Box 20262, RPO Town Centre, Kelowna, British Colombia, V1Y-9H2. This deadline is set forth in the AEBC bylaws, and proxy forms received after April 12, 2013 cannot be accepted under any circumstances.

Page 3: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

We are once again planning to stream parts of the conference over the web, for members unable to attend the AGM who would like to listen in. You will need Windows Media Player, WinAmp, or another program capable of playing streamed MP3 files, installed on your computer. Please check the Blind Canadians home page for more details on what you need and how you can listen in.

We would like to thank the following for their generous contributions to AEBC: Accessible Media Inc. (AMI), T-Base Communications, Richard Papadina of RBC Dominion Securities, Frontier Computing, Jodhan Family and Air Canada.

We look forward to seeing you at our upcoming conference and AGM in Toronto, Ontario!

Dar Wournell, National Secretary

Page 4: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Schedule A: Draft Agenda

AEBC AGM Agenda

Theme: “See Our Potential Through Accessibility, Collaboration and Technology” (ACT)

Friday, April 26, 2013

10 am – 4 pm: AEBC Vision Assistive Technology and Community Support Exhibition

10 am – 3 pm: Presentations and Workshops

iPhone, iPod, iPad and their accessible apps – by Tom Dekker

Discussion and sharing of apps

Presentation by Dr. Ana Juricic (Low Vision Optometrist)

AMI to show a couple of short described videos

Other topics to be determined

5:30 pm – Dinner at nearby restaurant

7:30 pm – Richard Marion to sing solo

Welcome by MC, Stephen Ricci

7:45 pm – President’s report from Donna Jodhan

8:05 pm – Presentation of Volunteer of the Year and CCD Awards by Donna Jodhan

Paul Edwards to draw winner of $500.00 (donated by the Jodhan family)

8:20 pm – 9 pm: Messages from large donors (AMI, T-Base, Frontier)

9 pm: Hospitality Suite open

Page 5: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Saturday, April 27, 2013

8:30 am: Morning coffee

9 am: Call to order

9:15 am: Approval of 2013 Agenda

Approval of 2012 AGM Minutes

9:15 am: Keynote speaker, Paul Edwards, past President of ACB

10 am: Coffee break

10:20 am: Strategic planning overview by Lui Greco

10:30 am: Strategic planning session facilitated by Lui Greco

11:55 am: First round of nominations for the board – Robin East

12 pm: Lunch provided in the meeting room

1:15 – 2:15 pm.: Workshop on accessible websites, tip sheet will be provided – presentation from Jutta Treviranus

2:15 – 3 pm: Workshop on Blogging, what type of content makes a blog accessible, how to make it known to others and how to post a blog (tip sheet included) – by Anthony Tibbs and Paul Edwards

3 pm: Coffee break

3:20 pm: Candidates Forum – Robin East

3:40 pm: Resolutions – Brian Moore

5 pm: Adjournment for the day

6:30 pm: Dinner and social - TBA

Sunday, April 28, 2013

8:30 am: Morning Coffee

Page 6: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

9 am: Call to order

9:05 am: Treasurer’s Report – Charles Bailey

Appointment of Auditor for next year

9:30 am: Election of Board – Robin East

10:15 am: Coffee break

10:30 am: Resolutions – Brian Moore

Discussion of 2014 Membership Meeting

12 pm: Adjournment

Page 7: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Schedule B: Conference Registration Form

Alliance for Equality of Blind CanadiansSee our potential through accessibility, collaboration and technology

First and Last Name:

Street Address (Line 1):

Street Address (Line 2):

City and Province:

Postal Code:

Telephone Number:

Cell Phone:

E-mail Address:

Lunch on Saturday will be provided in the meeting room.

If you have any dietary restrictions, including vegetarian, please specify:

How will you be travelling toToronto? 1. By Air2. By train3. By Bus4. By Car

Estimated time of arrival:Departure Time:

How do you expect to be paying your registration fee of $50.00? 1. Enclosed with this form and your $50 cheque by mail to: PO Box 20262 Town Centre Kelowna, BC V1Y-9H2

2. Paying online at http://www.blindcanadians.ca/programs/conf/2013/register

3. Paying by VISA or MasterCard on the phone at 1-800-561-4774

Page 8: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Please make your hotel reservations directly with the Cambridge Suites Hotel, where a block of rooms is being held under AEBC until March 29 at: Tel: 1-800-463-1990 or 416-368-1990

We have a block of 30 suites reserved for our AGM at a rate of $135. + 13% HST per night for a suite with a king bed, a pull out sofa with single, double or twin share occupancy.

Cancellation is to be done, no later than 4PM 7 days prior to the guest’s arrival date or one nights charge will apply. Please Note: The reservation block is for Friday April 26 and Saturday April 27, only. If a guest wishes to extend the stay the hotel will make every effort to match the price upon availability, wherever possible.Please make your reservation as soon as possible to avoid disappointment.

Please email this form to Denise Sanders at [email protected] by April 12, 2013.

We look forward to seeing you at the 2013 AEBC Conference inToronto, April 26-28, 2013.

Page 9: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Schedule C: Minutes from the 2012 annual general meeting

Alliance for Equality of Blind Canadians / L’Alliance pour l’égalité des personnes aveugles du Canada2012 AEBC Conference and Annual General Meeting MinutesKelowna, British ColombiaFriday, May 25, 2012 to Sunday, May 27, 2012

Friday Evening

Richard Marion welcomed attendees and stream audience members. Richard then introduced MC Sharlyn Ayotte. Sharlyn congratulated members on the twentieth anniversary and reminisced about the past 20 years and accomplishments achieved.

Sharlyn discussed consumer engagement and the importance of outreach to other blind organizations.

Sharlyn drew for the iPad and iPod.

Sharlyn introduced Irene Lambert. Irene explained that AEBC is a young organization and stressed the importance of remembering our past. Irene stated that AEBC has had 6 presidents, three in attendance, and an audio presentation from a fourth. Irene discussed past president Paul Gabias.

Irene then introduced Richard Marion who spoke about his experiences as president of AEBC.

Irene introduced an audio presentation from past president Bob Fenton. Bob discussed his presidency.

Irene discussed the presidency of Gord Dingle.

Irene introduced John Rae who discussed his term as president of AEBC.

Irene introduced past president Robin East who spoke about his presidency.

Irene thanked all the past presidents and introduced current president Donna Jodhan. Donna gave her president’s report

Page 10: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Rajesh discussed the scholarship fund and announced Debra Wilson has offered to donate $2,000.00 per year for an ongoing scholarship. Rajesh stated that the scholarships will be open to both full time and part time students and that discussions are underway to provide assistance through scholarships for professional development.

Donna presented Denise Sanders with a thank you gift from the board in appreciation for her work for AEBC. AEBC Volunteer of the Year Award was presented to Susan Pinder. The CCD Award was presented to Sharlyn Ayotte. Sharlyn thanked AEBC and encouraged members to share their stories.

Irene thanked Denise for her work organizing the conference. Irene introduced Denise. Denise presented Twentieth Anniversary Awards to members for their dedication and loyalty to AEBC Chapter activities.

Denise thanked Irene and presented her with a gift in appreciation of her work for AEBC.

Denise asked Donna to cut the anniversary cake. Donna congratulated AEBC on 20 years of advocacy.

Saturday Morning

Roll Call (Unavailable)

Minutes from AGM 2011 Motion by Tami Grenon, second by Marc Workman to approve the minutes of 2011 AGM. Motion carried.

Peter Burke, Accessible Media Inc., discussed AMI and their goal to provide accessible media to all Canadians. Questions were asked and answered.

Priority Reports

Library: Accessible Publishing (Copyright Committee) It was felt that AEBC should approach publishers to fully explain what our needs are, e.g., that audible books should be available at the same time as books in print. We could point out that this could expand their market. It was suggested that e-books should also be made more accessible, but there appears to be problems with authors and publishers. Digital editions can be downloaded, particularly by Kindle. Books in text are available through Amizon and Kindle, but we would require accessible e-text. We should try to find out if there is a publisher willing to publish books in accessible formats. It was observed that downloadable e-versions of books are

Page 11: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

available in the U.S. through Barrett Collier Publishers. It was suggested that AEBC should contact them to gather more information. Doing presentations to publishing groups, including through universities, here in Canada to make them more aware of our issues was also considered. However, CNIB is currently working on this matter. It was recognized that libraries cannot circumvent locked information. However, it was also felt that we could find out more about “Friends of the Library” across the country. We should also contact other organizations, e.g., CAER and NEADS in order to obtain their support on these issues. It was felt that the AEBC board make a recommendation to endorse CNIB’s moving forward with their business plan for a national digital hub. The other recommendation is to progress with contacting publishing groups. Marc Workman presented Resolution 2012-02, re-establishing AEBC priorities. The resolution called for 3 priorities: access to web sites, access to print materials, access to POS devices and access to telecommunications. Motion by Sharlyn Ayotte, second by Heather Rupert to accept Resolution 2012-02. Sharlyn asked for addition of accessibility as a mandatory requirement of information, communication and technology procurement. Sharlyn noted this was a resolution passed in 2011 but there has been no action in this area. Amendment accepted by seconder. Discussion followed. Marc Workman moved to strike Sharlyn’s proposed addition, second by Peg Mercer. Discussion followed. Amendment to remove Sharlyn’s amendment defeated. Discussion on resolution including procurement followed. John Rae requested wording be changed to state AEBC pressure all organizations to include accessibility and usability into procurement processes. Mover and seconder agree. Resolution 2012-02 as amended, carried.Whereas Resolution 2010-08 states, in part: "Therefore, be it resolved that, in conjunction with Resolution 2010-07, the following three priorities be established for the National Board: 1. access to websites,2. access to library services, and3. access to point-of-sale devices and household products. And be it further resolved that these three priorities remain the focus of the National Board until otherwise decided upon by the membership of the AEBC."; and Whereas the National Board of the AEBC wishes to recommend the establishment of a new set of priorities.

Page 12: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Therefore, be it resolved that the following issues be established as priorities for the AEBC: 1. Access to websites,2. Access to print materials,3. Access to point-of-sale devices, and4. aAcess to telecommunications and broadcasting products and services.5. Accessibility as a mandatory requirement of information, communication and technology procurement for publicly and federally funded organizations And be it further resolved that these priorities remain the focus of the AEBC until otherwise decided upon by the membership of the AEBC.

Robin East called for nominations to the Board of Directors. President for one year, First Vice president for two years, Treasurer for 2 years, Director at Large for 2 years positions are open. Nominations opened for President. Rajesh Malik nominated Donna Jodhan. John Rae nominated Richard Marion. Nayla Farah nominated Marc Workman. Peg Mercer nominated Amal Haddad. Amal Haddad nominated John Rae. Amal declined, John declined, Marc declined, Richard declined, Donna accepts. Nominations opened for First Vice President. Sharlyn Ayotte nominated Lui Greco. Peg Mercer nominated Sharlyn Ayotte. Sharlyn Ayotte nominated Charles Bailey. Donna Jodhan nominated Robin East. Amal Haddad nominated Marc Workman. Marc declined. Robin declined. Sharlyn declined. Charles declined. Lui accepted. Nominations opened for treasurer. Richard Marion nominated Charles Bailey. Peg Mercer nominated Richard Marion. Richard declined. Charles accepted. Nominations opened for director at large. Marc Workman nominated Penny Leclair. Penny accepted.

Employment workshop led by Marc Workman. Marc discussed employment challenges including systemic policy barriers, and attitudinal barriers, Marc discussed the importance of employability skills and introduced Anu Pala, from Neil Squire Society. Anu discussed the programs and services provided by Neil Squire Society, the virtual employability program and interview preparation. Questions asked and answered.

Audio presentation by Past President Robert Fenton played for the attendees

Amal Haddad discussed the Toronto Chapter’s Public Service Announcement.

Charles Bailey delivered the Financial Reports. Questions asked and answered. Motion by Charles Bailey, second by Peg Mercer to accept the audited financial

Page 13: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

statement. Motion carried. Motion by Charles Bailey, second by Sharlyn Ayotte to retain ProTax Consultants to audit 2012 financial statements. Motion carried.

Robin East called for nominations to the AEBC Board of Directors. Donna Jodhan stands for President. John Rae nominated Richard Marion. Nayla Farah nominated Marc Workman. Marc declined, Richard declined. Lui stands for first vice president. Peg Mercer nominated John Rae. Nayla Farah nominated Diane Bergeron. John Rae nominated Nayla Farah. Nayla declined, Diane declined, John declined. Charles stands for treasurer. Stephen Ricci nominated Derek Wilson. Marc Workman nominated Sharlyn Ayotte. Donna Jodhan nominated Stephen Ricci. Stephen declined, Sharlyn declined, Derek declined. Penny stands for director at large. Rajesh Malik nominated Marc Workman. Amal Haddad nominated Nayla Farah. Cindy Ferguson nominated Stephen Ricci. Stephen Ricci nominated Derek Wilson. Derek stands, Stephen stands, Nayla declined, Marc declined.

Candidates for positions on the board were given 3 minutes to speak to members

Resolution 2012-01 read. Motion by Rajesh Malik, second by Tami Grenon to adopt Resolution 2012-01. Discussion followed. Resolution passed. Amal Haddad and Nayla Farah requested their opposition to Resolution 2012-01 noted.

Resolution 2012-01: Discontinuing Production of the Canadian Blind Monitor Whereas Resolution 2010-12 states, in part: "Therefore, be it resolved that AEBC maintain the funds and the resources to continue to produce at least one issue of the Canadian Blind Monitor (CBM) per year for the next four years." Be it resolved that the AEBC rescind Resolution 2010-12.

Sunday, May 27, 2012

Donna welcomed members and thanked the AGM Planning CommitteeRoll Call taken

Charles Bailey - one proxySharlyn Ayotte – five proxiesStephen Ricci – two proxiesDiane Bergeron – no proxies

Page 14: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Tami Grenon – one proxyTom Teranishi – no proxies Robin East – five proxiesDenise Sanders - two proxiesPaddy Langmaid – no proxies John Rae – five proxiesChantelle Oaks - observerMargaret Thompson – no proxies Dorothy MacNaughton – no proxies Jennifer Jesso – no proxiesChristine Nieder – two proxiesRajesh Malik - 5 proxiesMike Ciarciello – five proxiesHeather Rupert – five proxiesDonna Rupert – no proxies David Ruest – one proxyPeter Sharp - observerIrene Lambert - four proxiesNayla Farah – no proxiesAmal Haddad – no proxiesLynne Gallant – no proxiesPeg Mercer - two proxiesRichard Marion - two proxiesCindy Ferguson - five proxiesDerek Wilson - observerDonna Jodhan - five proxies

Robin led the election of the new AEBC board. Robin stated that AEBC bylaws states that a candidate must be an active member. Derek Wilson did not meet these requirements and was therefore disqualified as a candidate for the board of directors. Bylaws 2A and 10 were read.

Nominations opened for president. Donna Jodhan nominated Sharlyn Ayotte. Sharlyn declined. Donna Jodhan declared president by acclamation.

Nominations opened for vice president. Rajesh Malik nominated Stephen Ricci. Donna Jodhan nominated Marc Workman. Amal Haddad nominated John Rae. John declined, Marc was absent and unable to accept, Stephen declined. Lui Greco declared vice president by acclamation.

Nominations opened for treasurer. Peg Mercer nominated John Rae. Denise Sanders nominated Stephen Ricci. John Rae nominated Richard Marion.

Page 15: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Richard declined. John declined. Stephen declined. Charles Bailey declared treasurer by acclamation.

Nominations opened for Director at Large. Heather Rupert nominated Michael Ciarciello. Amal Haddad nominated Marc Workman. Marc was not present and could not accept the nomination. Michael accepts. Michael, Penny and Stephen stand. Confirmed 28 eligible voters in the room with 57 proxies giving a total of 85 possible votes. Voting process was explained. Stephen Ricci was elected.

President’s contest winner drawn. Pipa Wrobel from the Montreal Chapter announced as the winner of the $500.00 prize.

Donna thanked the outgoing board and welcomed the new board members. Donna also thanked John Rae for his many years of work for AEBC.

Resolution 2012-03 motion to accept by Charles Bailey, second by Peg Mercer. Point of order under Bylaw 13. Richard suggested amendment regarding wording to accommodate Bylaw 13. Mover and seconder in agreement. Discussion followed. Resolution passed.Resolution 2012-03Whereas the Alliance for Equality of Blind Canadians (AEBC) was established twenty years ago, in 1992; and Whereas the annual dues were established at that time at $5.00, and Whereas the cost of operating the AEBC has, like all other costs, increased steadily, Therefore, be it resolved that effective January 1st, 2013, the AEBC Board of Directors shall consider annual dues for membership in the AEBC be set at $10.00.

Resolution 2012-04 motion to accept by Diane Bergeron, second by Sharlyn Ayotte. Discussion followed. Motion carried.

Resolution 2012-04

Whereas access to information in usable formats by blind, deafblind and partially sighted individuals is essential to fostering the full and active participation and engagement in all aspects of our personal and public lives;

Page 16: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Whereas publicly regulated organizations such as Financial Institutions and Telecommunications companies etc., have an obligation to make information available and accessible to serve the needs of their clients and constituents in required formats; Whereas publicly funded organizations such as Federal, Provincial and Municipal Governments have an obligation to make information available and accessible to serve the needs of their clients and constituents in required formats; Be it resolved that AEBC encourage all publicly regulated and publicly funded organizations to: a) Notify their clients and constituents through channels, to inform people of their right to ask and receive information in accessible formats (audio, braille, large print, eText, and accessible PDF) prominently through each channel; andb) Use other measures such as newsletters, public service announcements, website Q&As and other measures designed to reach people with print disabilities and evaluate the effectiveness of each initiative.

Resolution 2012-05 ruled redundant and out of order.

Resolution 2012-06 no mover, resolution died.

Resolution 2012-07 moved by Donna Jodhan, second by Sharlyn Ayotte. Discussion followed. Roll Call vote taken. 44 votes in favour, 36 opposed. Resolution carried.

Resolution 2012-07:Whereas the AEBC has been running a deficit budget over the past few years; And whereas the AEBC has been forced to reduce or discontinue core services and programs as a result; And whereas the AEBC membership and Board of Directors has tried but has been unable to identify a long-term strategic plan for the future of the organization, Therefore be it resolved that the national board be directed to retain the services of a qualified strategic planning professional to assess the organization's strengths, weaknesses, opportunities and threats, and to develop short, medium and long-range plans to ensure the longevity and continuance of the AEBC no later than December 31, 2012;

Page 17: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

And be it resolved that, as much as possible, this planning process be undertaken in collaboration with members from across the country, be that by way of a representative from each chapter, online or telephone surveys of the membership, or similar processes that allow for some participation and input by members without incurring undue costs; And be it further resolved that $25,000 be allocated from the organization's existing funds to undertake this planning exercise, and that further and additional funding from outside sources be sought.

Richard thanked Denise Sanders for her work preparing this meeting. Richard thanked Donna for her leadership and expressed thanks to Anthony Tibbs for his assistance. Donna extended thanks to Denise Sanders, Irene Lambert, Richard Marion. Donna thanked sponsors for their support. Donna also thanked the hotel staff, the participants and the attendees.

Discussion opened about future sites for AEBC AGM. Motion by Rajesh Malik, second by Irene Lambert to hold the AGM in Toronto for the next 4 years. Sharlyn suggested an amendment to the motion asking for 2 years. Friendly to mover and seconder. Discussion followed. Suggestion by Robin East to amend the motion to state Ontario or Quebec. Not accepted by Rajesh. Motion by Robin East, second by Denise Sanders to hold the AGM for 2013 and 2014 in Ontario or Quebec. Discussion on the amendment followed. Motion by Robin passed. Original motion by Rajesh discussed. Motion to host AGM in Ontario or Quebec for the next two years and establish a national conference planning committee carried.

Motion to adjourn, motion passed.

Page 18: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Schedule D: Continuation under new non-profit legislation: revised bylaws

The AEBC is required to “continue” under new corporate governance legislation in order to remain in existence. This new legislation, The Canada Not-for-Profit Corporations Act, modernizes the legislative provisions under which we operate. The old provisions, which were part of the Canada Corporations Act, were horribly outdated, very much out of touch with the reality of operating a non-profit organization today, and really were ineffective at what they aimed to do.

In order to continue under the new legislation, we need to pass a specific resolution, file "articles of continuance", and adopt a wholly new set of bylaws. Most of the changes to the bylaws are not significant, or at least they do not fundamentally alter what AEBC has always had in its bylaws. To a large degree, what we had before is what we will have under these new bylaws. Below is a list of the substantive changes between the old bylaws and the new bylaws:

Under the new Articles of Incorporation, while directors may vote to fill a vacancy on the board, the total number of directors so appointed between general meetings cannot exceed one-third (1/3) of the number of directors elected at the pervious AGM. In practical terms, this means that only one such appointment can occur in a given year.

Under the new bylaws, the Board can determine the fiscal year-end of the Corporation without resorting to a bylaw amendment.

Under the new bylaws, to be an Active member or for your Lifetime membership to be considered active, you have to be a “citizen” or “permanent resident” of Canada. This is slightly more lenient than the previous requirement that you be in Canada at least 183 of the past 365 days, which was a requirement that the organization simply had no way of tracking in the first place.

The current bylaws required 30 days notice to members of an AGM. The legislation requires different notice periods. For those receiving notice in the mail, it must be sent 21 to 60 days prior to the AGM. For those receiving notice electronically, it must be made available 21 to 35 days prior to the AGM.

Page 19: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Our currently bylaws required a requisition from 33% of active/lifetime members to force a general meeting to be called. The new legislation caps this at 5%.

Section 17.4 of the new bylaws include very specific requirements for the information that has to be included on a proxy appointment form. These requirements are incorporated directly from the legislation. This does not change anything in terms of members’ rights to vote, but will require a more elaborate proxy form in future.

Resolution 2011-03 capped resolutions at 250 words. The new legislation includes the concept of a ‘member proposal’ which is essentially a resolution. The legislation mandates that 500 words be allowed for a proposal by a member and its supporting statement. Our interpretation of this (see s. 20.3 and 20.4 of the Bylaws) is that the resolution proper is still limited to 250 words, but additionally, an explanation or statement of support may also be included with the AGM call, so long as the total length of both does not exceed 500 words.

With respect to quorum, our old bylaws did not specify this, but the new bylaws make it clear that if quorum is present at the opening of a meeting it is presumed to be present throughout.

In all other respects, these bylaws should be fundamentally equivalent to our current bylaws. We therefore propose to move their adoption as a single package.

With respect to the articles of continuance, you will note that only a single class of members is specified (Active Members). This is because there are no differences between the rights that accrue to Lifetime Members and those that accrue to Active Members. Lifetime Members are in essence simply Active Members whose membership has no expiry.

Please find below Resolution 2013-01, followed by Schedule I (which is summary of the Articles of Continuance form that will be submitted), followed by Schedule II (which is a complete copy of the new bylaws).

### Beginning of Resolution 2013-01

Resolution 2013-01 - Continuance under the Canada Not-for-Profit Corporations Act

Page 20: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

WHEREAS the Corporation was incorporated under Part II of the Canada Corporations Act by Letters Patent dated the 8th day of June, 1992; and

WHEREAS those Letters Patent were amended by Supplementary Letters Patent dated the 2nd day of November, 2004; and

WHEREAS it is considered to be in the best interests of the Corporation that it be continued under the Canada Not-for-profit Corporations Act (NFP Act) pursuant to section 297 of the NFP Act;

Be it resolved as a special resolution that:

1. The directors of the Corporation are authorized and directed to make an application under section 297 of the NFP Act to the Director appointed under the NFP Act for a Certificate of Continuance of the Corporation;

2. The Articles of Continuance (transition) of the Corporation, which have been submitted to this meeting and are annexed to these minutes as Schedule I, are approved;

3. The general operating by-law of the Corporation (as amended) is repealed effective on the date that the corporation continues under the NFP Act and the new general operating by-law No.1 which has been submitted to this meeting and is annexed to these minutes as Schedule II is approved and will be effective on the same date.

4. Any one of the officers and directors of the Corporation is authorized to take all such actions and execute and deliver all such documentation, including the annexed Articles of Continuance (transition), the notice of registered office and of directors in the forms fixed by the Director, which are necessary or desirable for the implementation of this resolution.

The undersigned, being the duly appointed Secretary of the Corporation, certifies that the above is a true and correct copy of a special resolution of the Alliance for Equality of Blind Canadians, passed at a meeting of members held on the 27th day of April, 2013, by a majority of not less than two-thirds of the votes cast by the members of the Corporation who voted in respect of the resolution, and the resolution is in full force and effect, unamended as of the date below.

Dated

Page 21: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Secretary

### End of Resolution 2013-01

Schedule I: Summary of Articles of Continuance Form

Canada Not-for-profit Corporations Act (NFP Act) Form 4031Articles of Continuance (transition)

1. Current name of the corporation Alliance for Equality of Blind Canadians L'Alliance pour l'égalité des personnes aveugles du Canada

2. If a change of name is requested, indicate proposed corporate name N/A

3. Corporation number282744-1

4. The province or territory in Canada where the registered office is situated British Columbia

5. Minimum and maximum number of directors (for a fixed number, indicate the same number in both boxes)Minimum number: 7; Maximum number: 7

6. Statement of the purpose of the corporation The purposes of the Corporation are:(A) To serve as a vehicle for self-improvement by the blind and for public education about blindness throughout the dominion of Canada.(B) To function as a mechanism through which the blind and interested sighted persons can come together in local, provincial, and national meetings to plan and carry out programs to improve the quality of life for the blind.(C) To provide a means by which blind adults can share their experiences and act as mentors for blind children and support parents in their efforts to improve educational opportunities for blind children.(D) To create a climate through public education to increase opportunities for blind people in employment and social integration.(E) To take any other action similar to those above which will improve the overall condition and standard of living of the blind.

7. Restrictions on the activities that the corporation may carry on, if any N/A

Page 22: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

8. The classes, or regional or other groups, of members that the corporation is authorized to establish The Corporation is authorized to establish one class of members (Active Members). Each Active Member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.

9. Statement regarding the distribution of property remaining on liquidationAny property remaining on liquidation of the Corporation, after discharge of liabilities, shall be distributed to one or more qualified donees within the meaning of subsection 248(1) of the Income Tax Act.

10. Additional provisions, if anyThe directors may appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next annual general meeting of members, but the total number of directors so appointed may not exceed one-third (1/3) of the number of directors elected at the previous annual general meeting of members.

(Signatures)

Schedule II: General Operating Bylaws

BYLAW NO. 1

A by-law relating generally to the conduct of the affairs of

Alliance for Equality of Blind Canadians /L'Alliance pour l'égalité des personnes aveugles du Canada

(the “Corporation”)

1 Definitions

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

“Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c.23 including theRegulations made pursuant to the Act, and any statute or regulations that may besubstituted, as amended from time to time;

“Active Member” means a Lifetime Member or any individual who has paid their annual membership dues to the Corporation and who is a citizen or permanent resident

Page 23: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

ofCanada;

“Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

“Blind” refers to an individual with no vision or light perception;

“Board” means the board of directors of the Corporation and "Director" means a member of the Board;

“By-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;

“Deaf-Blind” means an individual who is deaf or hard of hearing and Blind or Partially Sighted;

“Lifetime Member” means an Active Member who has become an active member for life (subject to ongoing current compliance with any qualifications required be an Active Member) by making a one-time payment of ten times the annual membership fee to the applicable body.

“Meeting of Members” includes an annual meeting or special meeting of members entitled to vote at a meeting of members;

“Ordinary Resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;

“Partially Sighted” refers to an individual with a visual acuity of 20/60 or less (as measured on the Snellan eye chart) in their better eye with best correction, or whose visual field measures less than ten degrees;

“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and

“Special Business” (at a meeting of members) includes all matters except consideration of the financial statements, public accountant’s report, election of directors andre-appointment of the incumbent public accountant;

“Special Resolution” means a resolution that is required to be passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

Page 24: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

2 Interpretation2.1 In the interpretation of this by-law, words in the singular include the plural and

vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.

2.2 Where documentation is required to be ‘in writing’, ‘written’, or ‘signed’, such writing or signature may be handwritten or a facsimile, or sent via a known or recognized email address of the person(s) involved.

2.3 Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

3 Corporate Seal

The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.

4 Execution of Documents

4.1 Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by the President of the Corporation.

4.2 In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed.

4.3 Any person authorized to sign any document may affix the corporate seal (if any) to the document.

4.4 Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

5 Financial Year-End

The financial year end of the Corporation shall be determined by the Board.

6 Public Accountant

6.1 For the purposes of this bylaw, a “public accountant” is a person who:

Page 25: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

a) is a member in good standing of an institute or association of accountantsincorporated by or under an Act of the legislature of a province;

b) meets any qualifications under an enactment of a province for performing any duty that the person is required to perform under sections 188 to 191 of the Act; and

c) is independent of the corporation, its affiliates, or the directors or officers of the corporation or its affiliates, as provided for in s. 180(2) of the Act.

6.2 The members of the Corporation shall, by ordinary resolution, at each annual meeting, appoint a public accountant to hold office until the close of the next annual meeting.

6.3 The Board shall immediately fill a vacancy in the office of public accountant if such should occur.

7 Banking Arrangements

7.1 The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint or authorize from time to time by resolution.

7.2 The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the Board may by resolution from time to time designate, direct or authorize.

7.3 Designations, appointments and authorizations adopted by the Board pursuant to this section are not, unless the Board otherwise states, binding or applicable to Chapters, Divisions, or Affiliates.

8 Borrowing Powers

8.1 If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time:

a) borrow money on the credit of the corporation;b) issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; andc) mortgage, hypothecate, pledge or otherwise create a security interest in all or

any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.

Page 26: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

8.2 Any such by-law may provide for the delegation of such powers by the directors to suchofficers or directors of the corporation to such extent and in such manner as may be set out in the by-law.

8.3 Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.

9 Annual Financial Statements

9.1 The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents.

9.2 Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge.

10 Membership Conditions

10.1 Subject to the articles, there shall be one class of members in the Corporation: Active Members.

10.2 Membership as an Active Member in the Corporation shall be available only to individuals interested in furthering the Corporation's purposes and who meet the criteria for status as an Active Member and who have applied for and been accepted into membership in the Corporation by resolution of the board or in such other manner as may be determined by the board.

10.3 The majority of the Active Members of the Corporation shall be Blind, Deaf-Blind or Partially Sighted.

10.4 Each Active Member shall be entitled:

a) To receive notice of, attend and cast one vote on every question brought to the membership for consideration at meetings of the members of the Corporation, subject to bylaws 10.6 and 16, below;

b) To serve on committees of the organization;c) To belong to one or more Affiliates, Chapters or Divisions;d) To participate and vote in meetings of Affiliates, Chapters or Divisions to

which the member belongs; and,

Page 27: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

e) To speak in meetings of Affiliates, Chapters or Divisions.10.5 Collectively:

a) The membership is the supreme authority of the Corporation;b) The membership is the final authority on all matters of policy; and,c) All membership decisions shall be made after opportunity has been afforded

for full and fair discussion at a membership meeting.

10.6 Notwithstanding s. 9.4(c) above, no person may vote at a membership meeting of the Corporation unless s/he has paid membership dues more than 45 days prior to the date of commencement of the membership meeting.

10.7 Any member may resign their membership at any time by providing written notice to the Secretary of the Corporation.

10.8 Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the Active Members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

11 Provincial or Territorial Affiliates

11.1 The Corporation may create up to 13 provincial or territorial Affiliates as follows:a) Each province or territory may only have one provincial or territorial affiliate.b) The majority of the officers of the Affiliate, including at a minimum the

President and Vice-President, must be Blind, Deaf-Blind or Partially Sighted.c) Each Affiliate must submit a written constitution and by-laws to the President

and the Secretary of the Corporation. The constitution and by-laws must set forth the structure of the Affiliate, the authority of its officers, and the basic procedures it will follow. The Affiliate may not become an Affiliate of the corporation until the constitution and by-laws are approved by the Corporation's Board of Directors and the membership of the Affiliate itself.

d) The constitution must contain provisions incorporating these by-laws and the Articles of Incorporation of the Corporation.

e) The proposed Affiliate must submit the names and addresses of its officers to the President and the Secretary of the Corporation.

f) The Affiliate must submit the names and addresses of its members to the Secretary of the Corporation.

g) The Board has the power to create such other procedures as may be required from time to time with respect to the information which Affiliates are required to supply, review applications for Affiliate status or approve such applications as the need arises.

11.2 Each Affiliate has the following rights:

Page 28: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

a) To use the Corporation's name, logo, charitable number and other materialsprepared by the Corporation for public education, membership development and fund-raising purposes; and

b) To distribute and copy any membership development, and other materials produced by the Corporation for distribution to members, potential members or members of the general public.

11.3 Each Affiliate has the following responsibilities:a) To follow and abide by the provisions of the Corporation's Articles

of Incorporation and these by-laws;b) To abide by and take concrete actions to enforce the resolutions, policies and

procedures adopted by the Corporation's membership and its Board of Directors;

c) To present an accounting of all of its receipts and expenditures to the Corporation as requested by the Board.

11.4 A General convention of the membership of an Affiliate or of the elected delegates of the membership of that Affiliate must be held and its principal executive officers must be elected at least once every two years.

12 Chapters

12.1 The Corporation or any Affiliate may create Chapters, provided that the following conditions are met:

a) The majority of Active Members of each Chapter must be Blind, Deaf-Blind or Partially Sighted.

b) The majority of the officers of the Chapter, including at a minimum the President and Vice-President, must be Blind, Deaf-Blind or Partially Sighted.

c) Each Chapter must submit a written constitution and by-laws to the President and the Secretary of the Corporation. The constitution and by-laws must set forth the structure of the Chapter, the authority of its officers, and the basic procedures it will follow. The Chapter may not become a Chapter of the corporation until the constitution and by-laws are approved by the Corporation's Board of Directors and the membership of the Chapter itself.

d) The constitution must contain provisions incorporating these by-laws and the Articles of Incorporation of the Corporation.

e) The proposed Chapter must submit the names and addresses of its officers to the President and the Secretary of the Corporation and, if applicable, to the President and the Secretary of the regional Affiliate.

f) The Chapter must submit the names and addresses of its members to the Secretary of the Corporation and, if applicable, to the Secretary of the regional Affiliate.

g) The Board has the power to create such other procedures as may be required from time to time with respect to the information which Chapters are required

Page 29: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

to supply, review applications for Chapter status or approve such applications as the need arises.

12.2 Each Chapter has the following rights:a) To use the Corporation's name, logo, charitable number and other materials

prepared by the Corporation for public education, membership development and fund-raising purposes; and

b) To distribute and copy any membership development, and other materials produced by the Corporation for distribution to members, potential members or members of the general public.

12.3 Each Chapter has the following responsibilities:a) To follow and abide by the provisions of the Corporation's Articles

of Incorporation and these by-laws;b) To abide by and take concrete actions to enforce the resolutions, policies and

procedures adopted by the Corporation's membership and its Board of Directors;

c) To present an accounting of all of its receipts and expenditures to the Corporation as requested by the Board.

13 Divisions

13.1 The Corporation may create Divisions, provided that the following conditions are met:a) Each Division must submit a written constitution and by-laws to the President

and the Secretary of the Corporation. The constitution and by-laws must set forth the structure of the Division, the authority of its officers, and the basic procedures it will follow. The Division may not become a Division of the Corporation until the constitution and by-laws are approved by the Corporation's Board of Directors and the membership of the Division itself.

d) The constitution must contain provisions incorporating these by-laws and the Articles of Incorporation of the Corporation.

e) The proposed Division must submit the names and addresses of its officers to the President and the Secretary of the Corporation.

f) The Division must submit the names and addresses of its members to the Secretary of the Corporation.

g) The Board has the power to create such other procedures as may be required from time to time with respect to the information which Divisions are required to supply, review applications for Division status or approve such applications as the need arises.

13.2 Each Division has the following rights:a) To use the Corporation's name, logo, charitable number and other materials

prepared by the Corporation for public education, membership development and fund-raising purposes; and

b) To distribute and copy any membership development, and other materials

Page 30: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

produced by the Corporation for distribution to members, potential members or members of the general public.

13.3 Each Division has the following responsibilities:a) To follow and abide by the provisions of the Corporation's Articles

of Incorporation and these by-laws;b) To abide by and take concrete actions to enforce the resolutions, policies and

procedures adopted by the Corporation's membership and its Board of Directors;

c) To present an accounting of all of its receipts and expenditures to the Corporation as requested by the Board.

14 Use of Name and Marks

14.1 The name of the Corporation, any variant thereof, and any corporate logos, copyrights, patents, industrial designs or trademarks which have been registered as at May, 2005, are the property of the Corporation.

14.2 The Corporation is authorized to register such further copyrights, patents, trademarks and industrial designs from time to time which may come into existence in the future.

14.3 Any affiliate, division or chapter which ceases to be part of the Corporation (for whatever reason) shall forthwith forfeit the right to use the name of the Corporation, any variation thereof, or any logos, copyrights, trademarks, patents or industrial designs belonging to the Corporation as at the date that the chapter, division or provincial or territorial affiliate ceases to belong to the Corporation.

15 Notice of Members Meeting

15.1 Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

a) by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or

b) by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

15.2 Notice of a meeting of members at which Special Business is to be transacted shall:a) state the nature of that business in sufficient detail to permit a member to

form a reasoned judgment on the business; andb) state the text of any Special Resolution to be submitted to the meeting.

Page 31: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

15.3 Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

16 Members Calling a Members’ Meeting

16.1 Pursuant to Section 167 of the Act, the Board shall call a special meeting of members on written requisition of members carrying not less than 5% of the voting rights.

16.2 If the Board does not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

17 Absentee Voting at Members’ Meetings

17.1 The Board shall determine, prior to each meeting of members, which methods of voting will be available and the applicable procedures for the purposes of the meeting.

17.2 Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.

17.3 Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Corporation has a system that:

a) enables the votes to be gathered in a manner that permits their subsequent verification, and

b) permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.

17.4 Pursuant to Section 171(1) of the Act and Section 74 of the Regulations a member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxyholder, and one or more alternate proxyholders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:

a) a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;

b) a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandataryi) at the registered office of the corporation no later than the last business

Page 32: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or

ii) with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;

c) a proxyholder or an alternate proxyholder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;

d) if a form of proxy is created by a person other than the member, the form of proxy shalli) indicate, in bold-face type,

A) the meeting at which it is to be used,B) that the member may appoint a proxyholder, other than a person

designated in the form of proxy, to attend and act on their behalf at the meeting, and

C) instructions on the manner in which the member may appoint the proxyholder,

ii) contain a designated blank space for the date of the signature,

iii) provide a means for the member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder,

iv) provide a means for the member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors,

v) provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and

vi) state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the member, on any ballot that may be called for and that, if the member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly;

e) a form of proxy may include a statement that, when the proxy is signed, the member confers authority with respect to matters for which a choice is not

Page 33: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

provided in accordance with subparagraph (d)(iv) only if the form of proxy states, in bold-face type, how the proxyholder is to vote the membership in respect of each matter or group of related matters;

f) if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question

is set out in some other manner so as to draw the addressee’s attention to the information; and

g) a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting shall contain a specific statement to that effect.

17.5 No individual may be a proxyholder for more than five members of the Corporation.

18 Membership Dues

18.1 The membership year for the Corporation shall end on December 31st.

18.2 If a member fails to pay their membership dues prior to the expiration of the membership year then the member shall be in default and automatically cease to be a member of the Corporation.

18.3 An individual may become a Lifetime member upon the payment of ten times the annual membership fee to the applicable body.

18.4 The Board of Directors shall determine the annual dues to be paid by active members and dues paid on or after October 1st shall entitle an individual to all the rights and privileges of an Active Member from the date of payment until December 31st of the succeeding year.

19 Discipline

19.1 The board shall have authority, subject to these by-laws, to reprimand, suspend or expel any member, Chapter, Division, or Affiliate from the Corporation for any one or more of the following grounds:

a) violating any provision of the articles, by-laws, or written policies of the Corporation;

b) carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;

c) for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

Page 34: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

19.2 A member, Chapter, Division, or Affiliate may be reprimanded, suspended or expelled only if, after reasonable attempts have been made to resolve the issue through negotiation:

a) at least five directors vote in favour of the proposed action to be taken; and,b) the member, Chapter, Division or Affiliate is given an opportunity to address

the Board of Directors in a fair and open process to defend their position and their actions before the final decision is made.

19.3 Any decision to reprimand, suspend or expel a member, Chapter, Division or Affiliate takes effect immediately after the decision is made.

19.4 Any member, Chapter, Division or Affiliate may ask that their reprimand, suspension or expulsion be reviewed at the next membership meeting.

19.5 The membership may expunge a reprimand, suspension or expulsion of a member, Chapter, Division or Affiliate from the Corporation's records by majority vote at a membership meeting.

19.6 The Board of Directors is empowered to design whatever procedures are necessary to ensure that the provisions of this bylaw are administered reasonably and fairly in all membership discipline matters.

19.7 Resolution 2001-10 (“Disciplinary Procedural Code”) is incorporated by reference into these By-laws.

20 Proposals

20.1 A member entitled to vote at an annual meeting of members may:

a) submit to the Corporation notice of any matter that the member proposes to raise at the meeting; and

b) discuss at the meeting any matter with respect to which the member would have been entitled to submit a proposal.

20.2 The Corporation shall include the proposal in the notice of meeting, provided that it has been provided to the Corporation between 90 and 150 days before the anniversary of the previous annual meeting of members and, in any event, at least 60 days prior the meeting.

20.3 The proposal shall not exceed 250 words.

20.4 If so requested by the member who submits a proposal, the Corporation shall include in the notice of meeting a statement in support of the proposal by the member and the name and address of the member. The statement and the proposal shall together not exceed 500 words.

Page 35: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

20.5 A member entitled to vote at an annual meeting of members may make a proposal to make, amend or repeal a by-law, but must provide this proposal to the Secretary of the

Corporation no less than 45 days prior to the meeting for it to be included.

20.6 Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.

20.7 The member who submitted the proposal need not pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

21 Attendance at Members’ Meetings

Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members' meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.

22 Chair at Members’ Meetings

In the event that the President and the Vice-President are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

23 Quorum at Members’ Meetings

23.1 A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be ten percent of the members entitled to vote at the meeting present.

23.2 If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

24 Votes to Govern at Members’ Meetings

24.1 At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions.

Page 36: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

24.2 The by-laws of the Corporation not embodied in the letters patent may be amended by resolution approved by an affirmative vote of at least two-thirds (2/3) of the members at a membership meeting.

24.3 In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, including votes cast by persons present and by proxy, the question fails.

25 Members’ Meetings Held Electronically

If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

26 National Board

26.1 The function of the Board of Directors is to act as the governing body of the Corporation between membership meetings of the Corporation.

26.2 The Board members shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him/her in the performance of her/his duties.

26.3 The following powers are assigned to the Board of Directors:a) To make policies when necessary and not in conflict with the resolutions

adopted by the membership passed at a membership meeting;b) To serve as a credentials committee;c) To address any organizational problems presented to it by any member,

chapter, Provincial or territorial affiliate, or division;d) To decide appeals regarding the validity of elections in chapters, provincial

or territorial affiliates, or divisions;e) To adjudicate upon the validity of credentials of voters when questions

regarding the validity of such credentials arise;f) Under the leadership of the President and the Treasurer, to manage the

assets, business affairs and other property of the Corporation;g) To appoint such agents and engage such employees as it shall deem

necessary from time-to-time. Such persons shall have such authority and perform such duties in exchange for such salaries and benefits as prescribed by the Board of Directors at the time of such appointment.

h) The Board of Directors may delegate the functions in clause G above to the President or any other officer from time-to-time;

Page 37: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

i) To authorize expenditures on behalf of the Corporation from time-to-time which may be delegated by resolution to an officer or officers of the Corporation;

j) To take such steps as they may deem necessary to enable the Corporation toacquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the Corporation;

k) To form committees, to appoint the chairperson of each committee and to determine the duties, and responsibilities required of each of the committees;

l) To administer such other affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and to exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.

27 National Board: Number and Qualifications of Directors

27.1 The board shall consist of the number of directors specified in the articles; however, the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.

27.2 Directors must:a) be an individual who is Blind, Deaf-Blind or Partially Sighted;b) be and remain an Active Member of the Corporation;c) be over 18 years of age;d) not have been declared incapable by a court in Canada or elsewhere; and,e) not have the status of a bankrupt.

27.3 No servants, employees or agents of the Corporation may serve as directors of the Corporation.

28 National Board: Election of Directors

28.1 The Directors will be elected into their respective offices for a two-year term, subject to the cycle specified below, by a majority vote of the active members during a membership meeting.

28.2 Any current director who wishes to run for any other office shall resign from their current office upon acceptance of the nomination for another position on the board.

28.3 The President, 2nd Vice-President, Secretary, and one Director Without Portfolio shall be elected during odd numbered years.

Page 38: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

28.4 The 1st Vice-President, Treasurer, and one Director Without Portfolio shall be elected during even numbered years.

29 National Board: Officers

29.1 The officers of the Corporation shall be:

a) President;b) 1st Vice-President;c) 2nd Vice-President;d) Treasurer;e) Secretary; and,f) Director Without Portfolio (2)

29.2 Officers must be Directors, and are elected into office by the membership directly.

29.3 The same person may temporarily hold any two offices between membership meetings of the Corporation. However, if a director holds two offices, the director is only entitled to one vote at meetings of the Board of Directors.

29.4 The duties and powers of the President, who shall be the Chief Executive Officer of the Corporation, are as follows:

a) To preside at all meetings of the Corporation and of the Board of Directors;

b) To ensure that membership resolutions are carried into effect;c) To ensure that orders and resolutions of the Board of Directors are

carried into effect provided that they do not conflict with membership resolutions;

d) To have the primary responsibility for managing the affairs of the Corporation, including authorizing expenditures from the Corporation's treasury in accordance with the resolutions passed by the membership and the Board of Directors;

e) To coordinate all activities of the Corporation, including the work of other officers and of committees;

f) To hire, supervise, discipline and dismiss staff members, servants, agents and employees of the Corporation in consultation with the Board of Directors;

g) To determine, in consultation with the Board of Directors, the number and compensation of staff, servants and agents of the Corporation; and,

h) To take all administrative actions necessary and proper to put into effect the programs and accomplish the purposes of the Corporation.

29.5 The 1st Vice-President shall, in the absence of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be

Page 39: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

delegated to him/her by the president or the Board of Directors.

29.6 The 2nd Vice-President shall perform such duties and responsibilities as may be delegated to him/her by the President, the 1st Vice-President, or the Board of Directors. He shall

assume the duties of the President if both the President and 1st Vice-President are absent, suspended, or expelled.

29.7 The Treasurer shall have custody of the funds and securities of the Corporation In addition:

a) S/he will keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the president or the Board of Directors from time-to-time.

b) S/he shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at regular meetings of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation.

c) The treasurer may delegate any of these responsibilities in this by-law to any employees, agents or servants of the Corporation while still assuming overall liability and responsibility for their work; and

d) S/he shall also perform such other duties as may from time to time be directed by the President or the Board of Directors.

29.8 The Secretary has the following duties and powers:a) To attend all meetings and act as clerk thereof and record all votes and minutes

of all proceedings in the books to be kept for that purpose.b) To give or cause to be given notice of all meetings of the members and of

the Board of Directors;c) To be custodian of the seal of the Corporation which s/he shall deliver only

when authorized by the president or the Board of Directors and to such person or persons as may be named by the president or Board of Directors; and

d) S/he shall perform such other duties as may be prescribed by the Board of Directors or the President.

29.9 The President or Board of Directors may assign duties to the directors without portfolio as required.

30 National Board: Meetings and Conducting Business

30.1 Meetings of the board may be called by the President, Vice-President, or any two (2)

Page 40: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

directors at any time, provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting.

30.2 There shall be at least one meeting per year of the Board of Directors.

30.3 No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the Corporation shall invalidate such meeting or make void any proceedings taken thereat.

30.4 If a majority of the directors of the Corporation consent thereto generally or in respect of a particular meeting, a director or directors may participate in a meeting of the board or of a committee of the board by means of such telephone conference or other communications facilities as permit all persons participating in the meeting to hear each other, and a director or directors participating in such a meeting by such means are deemed to be present at the meeting.

30.5 A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.

30.6 A resolution circulated by electronic mail which is approved by all of the directors who are entitled to vote on it is as valid as if it was passed at a meeting of directors.

30.7 A meeting of the Board of Directors may take place without written notice during or immediately following a membership meeting of the Corporation or in any other circumstances if all board members consent.

30.8 No notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

30.9 At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the question fails.

30.10 All board meetings of the Corporation are presumed to be open board meetings except as prescribed by law.

30.11 The Board of Directors may establish procedures on the following issues:a) Attendance of members at face-to-face board meetings;b) The remuneration of members attending face-to-face board meetings;c) Membership participation at board meetings held by conference call;d) Such other matters that may arise from time to time, which may affect

the administration of this bylaw.

30.12 Members who attend meetings of the Board of Directors may not vote or speak on any motions unless they are invited to do so by the board members present at the meeting.

Page 41: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

31 National Board: Committees

31.1 The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit.

31.2 Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make.

31.3 Any committee member may be removed by resolution of the board of directors.

32 National Board: Removal and Departure of Directors

32.1 The office of director shall be automatically vacated in the event that:a) A director resigns from his or her office by delivering a written resignation to

the Secretary and the President of the Corporation;b) A special meeting of the members is called and an ordinary resolution is

passed that he or she be removed from office;c) The director fails to remain an Active Member of the Corporation;d) The director is suspended or expelled pursuant to the Disciplinary provisions

in these by-laws;e) The director is declared incapable by a court in Canada or elsewhere; or,f) The director gains the status of bankrupt.

32.2 A retiring director shall remain in office until either:a) The dissolution or adjournment of the membership meeting at which

her/his retirement is accepted and his/her successor is elected;b) The director resigns his/her position; orc) If the director leaves office for any reason as prescribed in bylaw 31.1 above.

32.3 If a vacancy on the Board of Directors shall occur for any reason, the Board of Directors may fill the vacancy by majority vote with an otherwise qualified person until the next membership meeting, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of members.

33 National Board: Liability and Indemnification

33.1 Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time-to-time and at all times, be indemnified and saved harmless out of the funds of the Corporation,

Page 42: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

from and against:a) All costs, charges and expenses which such director, officer or other person

sustains or incurs in or about any action, suit or proceedings which is brought,commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him/her, in or about the execution of the duties of his office or in respect of any such liability;

b) All other costs, charges and expenses that he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

33.2 The Board of Directors may purchase liability insurance to cover any acts or omissions of themselves or the Corporation's servants, agents or employees.

34 Method of Giving Any Notice

34.1 Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

a) if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors) and received by the Director;

b) if mailed to such person at such person's recorded address by prepaid ordinary or air mail;

c) if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or

d) if provided in the form of an electronic document in accordance with Part 17 of the Act.

34.2 A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch.

Page 43: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

34.3 The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable.

34.4 The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice.

34.5 The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

35 Invalidity of any Provisions of this By-law

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

36 Omissions and Errors

The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

37 Rules and Regulations

The President and the Board of Directors may prescribe such rules and regulations not inconsistent with the by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next membership meeting of the Corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

38 Issues of Process and Procedure

Issues of process shall be resolved in accordance with "Robert's Rules of Order".

Page 44: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Schedule E: Proposed Resolutions

Resolution 2013-02: Establishment of a Technical Tag Team

Be it resolved that the AEBC establish a team of technically knowledgeable volunteers with experience using a variety of adaptive technologies and software packages, who are willing to share that knowledge and assist the less experienced of our membership in utilizing these technologies, especially for the purposes of participating in AEBC discussion lists, web discussions, and the use of the AEBC website.

###

Resolution 2013-03: Announcement Listserv and Member Communication

Be it resolved that the AEBC establish a general announcement listserv, that all members (including new members) with an e-mail address will be, by default, subscribed to, and that will be used to announce any new content on the web site and to distribute any information of relevance to the membership at large.

And be it further resolved that, with respect to those members who have provided an e-mail address to the AEBC, this Announcement Listserv be considered by AEBC to be the official mechanism for communicating with members;

And be it further resolved that, with respect to those members who do not have an email address, copies of all messages distributed via this list be forwarded by way of an audio recording (in MP3 format) on CD on a bi-monthly basis, or as required to ensure appropriate notice is given to members of AGM calls and other information that is legally mandated to be circulated.

###

Resolution 2013-04: Disbanding Listservs

Be it resolved that the AEBC discontinue the Assistive Devices Programmes listserve.

###

Resolution 2013-05: Disbanding Listservs

Page 45: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Be it resolved that the AEBC discontinue the Hearing Loss listserv.

###

Resolution 2013-06: Guidelines for Members Discussion Listserv

Be it resolved that the AEBC members-only discussion listserv be continued;

And be it further resolved that the following welcome message be distributed to new members, and the conditions stated therein enforced by the National Board or its designate:

The Alliance for Equality of Blind Canadians would like to extend a warm welcome to our listserve members, especially newcomers.

We would like to review some simple guidelines and suggestions for maintaining a responsible and informative environment on the list. The purpose of this listserve is to provide a service for our members so that we might; communicate with one another more readily across the miles, become better informed about AEBC activities, better understand the overall field of blindness, and share our ideas for how to create a more inclusive society.

This list is maintained by the national secretary. Posts are not pre-approved and, except as described below, the list is not actively moderated. We ask that members adhere to the following guidelines:

1) Do not send attachments to the list.

2) When replying to messages, if you quote the original message, please quote only the most relevant part or parts of the original message.

3) As discussions occur, the topic of messages may shift. Please update the subject line accordingly.

4) This list is intended for the discussion of issues directly relevant to the blind, deaf-blind and partially sighted community. When forwarding articles of information to the list, be sure that the information is relevant to the purpose of this list. General articles about the Canadian political climate, for example, while not wholly irrelevant to advocacy efforts, are likely not pertinent. For more personal messages please post them privately.

Page 46: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

5) We encourage honest discussion and debate but ask you to refrain from judgmental sniping or personal accusations. Everyone is entitled to their views or opinions on any issue that we may discuss but we must maintain a focus on the issue and not the person.

6) Remember that any views or opinions expressed on this list do not necessarily reflect actual policies of the AEBC nor necessarily the views of the majority of the members of the AEBC.

7) Personal attacks, attacks on identifiable groups, and other objectionable material should not be posted to the list.

8) For the most part, this is not a moderated list; however, the national secretary or his/her designate may step in from time to time to remind members of these guidelines if the discussion is straying.

Members who disregard these guidelines or who egregiously violate them may be subject to temporary or permanent removal from the list or other sanctions, as contemplated by the Disciplinary Procedural Code (Resolution 2001-10).

###

Resolution 2013-07: Implementation of Children’s Braille Camp

Whereas the AEBC believes that Braille is fundamental to literacy of those who are blind;

And whereas literacy skills are most effectively developed at a young age;

And whereas there are few opportunities in communities across Canada for children who are blind to actively participate in activities that promote and encourage the use of Braille;

Therefore be it resolved that a Committee be struck to develop, fund and implement a "summer Braille camp" for children that expose participants to positive, Braille-using role models and generally promote the use of Braille.

###

Resolution 2013-08: National Board Minutes

Page 47: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Whereas Board minutes are to be made available to members;

Be it resolved that the National Board shall post to thereby member list, the previous board meeting minutes within seven (7) days after the next concurrent meeting of the board, regardless as to whether or not they are “approved”.

###

Resolution 2013-09: 2013-2014 Priorities

Be it resolved that the following be the priorities for the AEBC for the 2013-2014 year:

1. To be a part of the development of the Braille Camp initiative for 2014;2. To work with others to develop position papers for accessible point of sale

devices; and,3. To continue advocating for accessible websites and CRTC-related issues

as they affect blind and partially sighted Canadians.

###

Resolution 2013-10: Chapter Representation at National Board

Note from the Editor: The text of this resolution is presented here in draft form and may be subject to further revision prior to the last call to the AGM being distributed. If there are any changes to this text, these will be noted in the final call to the AGM.

Whereas the chapter presidents wish to have greater access to information about the activities of the organization; and

Whereas the chapter presidents wish to ensure that their collective views, and the views of their respective members, are known to the national board of directors as it carries out its duties;

Therefore be it resolved that the role of “Chapters Representative” be created, that the Chapters Representative serve as the conduit and point of contact between the chapter presidents and the national board of directors, and that the Chapters Representative be responsible for advising and reporting to chapter presidents on organizational activities and advising and reporting to the national board about the views of the chapter presidents and their members; and,

Page 48: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Be it resolved that the Chapters Representative be invited to all meetings of the Board of Directors, except where portions of such meetings may be conducted on an “in camera” basis; and

Be it resolved that the Chapters Representative shall have a voice but no vote at all such meetings; and

Be it resolved that the Chapters Representative (and, optionally, an alternate) shall be appointed (by election or otherwise as the chapter presidents may so determine) by the presidents of the chapters on an annual basis.

Page 49: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Schedule F: Board candidate profiles

Elections for President, Second Vice President, Secretary and Director without Portfolio, all two-year terms, will be held. Any member who cannot attend the AGM may still run for any office. However, we must be clear that you wish to run and for which office(s). Please send a note to Dar Wournell at [email protected] or leave a message at 1-800-561-4774, indicating your interest in standing and for which office(s). You will be responsible for finding your own nominator. Platforms of additional candidates will be included in the next notice.

Current candidates:

For President: Anthony TibbsFor 2nd Vice-President: Bob BrownFor Secretary: Darlene Wournell For Director: Jennifer Jesso

###

Anthony Tibbs (for President)

I am writing today to announce my intended candidacy for the position of President at the upcoming conference and annual general meeting.

For the benefit of those who do not know me, I have been a member of AEBC for approximately eight years now, five of which have been spent serving on the national board. I was the treasurer between 2006 and 2010, then took a hiatus for a few years after completing law school to focus on “articling” (essentially, my first two years of practice) and establishing my law practice.

I want to be very clear with people, with members, about what I stand for and what you will get if I am elected as your President. I of course serve at the will of the members, and I serve on the basis of the resolutions that the members have put forward. But here are some of the more fundamental principles that I believe should drive our agenda going forward.

1) My first priority will be concentrating on and completing the strategic planning consultation that was commenced at the last AGM. I believe that this is absolutely critical to setting the organization’s long term agenda and direction. Some of us who have been around for a while have ideas of how we think this

Page 50: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

will go, but I am not at all sure that I necessarily understand the will of the members at large.

2) My second priority will be on capacity building, strengthening our membership (not just in numbers, but also in quality and involvement), and making it possible and more attractive for younger people to get involved with the organization. This involves, to some degree, embracing new technologies and adapting our mindset about how the organization should be governed.

3) My third priority will be on communication to and with members, and on engaging members in discussion and debate about the issues that matter to us. I have proposed a few resolutions that I hope will begin that process.

4) My fourth priority will be on determining the value that AEBC can provide to its members (and their families and related stakeholders) and to the community. I believe that we need to look at what we can do for people, be that by providing technical training and assistance to members, taking a leadership role in running a Braille summer camp for children, or working collaboratively with the academic community to research and develop position papers on various issues. Yes, AEBC is about advocacy, and advocacy is at the core of what we do – but advocacy comes in many forms and sometimes demonstrating what can be done is more powerful than talking about what should be done.

5) My fifth and final priority will be to work collaboratively with other organizations and entities to further our mission and, most importantly, improve the lives of blind, deaf-blind and partially sighted Canadians in the community. I am keenly aware of the political climate we operate in; of the various political issues that exist between AEBC and other organizations. But I do not believe in sequestering ourselves, or taking positions on matters purely for philosophical reasons in the hopes that, 40 years from now, we might be seen as the martyr that held out to the bitter end. Unfortunately, given our organization’s financial situation, that bitter end is more likely to come to our doorstep before it hits any of our so-called opponents. We need to focus on how we can improve the lives of blind, deaf-blind and partially sighted Canadians – that is the ultimate goal – and not just on maintaining our philosophical positions for the sake of argument.

Finally, and most importantly, I believe that we need to work more collaboratively within the AEBC and more clearly delineate what our expectations and anticipated roles are of one another. Why do we have chapters? What do chapters do? Do chapter executives feel there is value in their existence? Is there value in a chapter that essentially meets twice a year to have dinner and pontificate? What role can or should the national board play in the day-to-day advocacy efforts? How do we engage members so they participate more? What

Page 51: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

does ‘participating’ even mean? These are all questions we need answers to. I am not here to impose my views on the organization. I just think that we need to seriously look at what we are doing, how we are doing it, and what we can do to improve and strengthen these relationships.

In closing, I see AEBC at a crossroads. We need to determine what it is we’re here to do, and the means by which we intend to do it. We need to unite, we need to work together, and we need to learn how to leverage our available human resources to do more to make this a members’ organization. Each of you must understand and believe in the value proposition that AEBC puts forward. Each of you needs to own that mission, that objective, that goal.

If you elect me, then you do so because you think I can lead us in that direction and that I can make the judgment calls that will need to be made, after consulting with you the members and with the elected board. You do so because you believe you can trust me, and trust everyone working with me, to do what is best for the organization. You do not do so because you think I have all the answers.

Most importantly, you do not do so because you think that I am the magic key to the solution. My willingness to take on this role is subject to a contingency. I will run and I will accept a nomination for this position only if it appears to me that there are other equally motivated, equally interested and equally capable people who are determined to work with me to achieve these goals. That does not necessarily mean only running for the board: making a firm commitment to dedicate 2 or 3 hours a week to a particular initiative is equally valuable to our efforts. That said, I absolutely require a group of hard working board members who can pull their own weight, get down to business, and who collectively have the confidence and skills to keep the ship sailing in the right direction without the President necessarily having to oversee every detail.

The reality is that first, I have a day job, which from time to time, and sometimes without warning, turns into a day and night and overnight and weekend job for a time. There is a reason we have 1st and 2nd Vice-Presidents and I expect the people in those roles to understand that that means they’re on the hook when I can’t be. The reality is that second, in the grand scheme of things, while AEBC is important to me, it is not the be all and end all of my existence, nor should it be for anyone, and I do have a family and a life which take priority beyond the Board and the organization. And the reality is that third, and perhaps most importantly, I cannot do this alone. If there isn’t the interest, if there isn’t the motivation, if there isn’t the collective drive from the membership and from other leaders in the community to make AEBC “work” then all of our collective efforts will be entirely pointless since no single person – or indeed, no group of people – can single-handedly sustain the organization for long. The Board might be the brain of the

Page 52: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

AEBC, but the members make up the heart and all the rest of the organs that are necessary to allow it to function.

So. That is the reality that you vote for, when you vote for me, and I trust in you, the members, to choose the leader that you believe will take you where you want to go. Who else is with me?

Regards,Anthony Tibbs

###

Bob Brown (for 2nd Vice-President)

My name is Bob Brown from Brantford, Ontario and I am the current president of the Brant Chapter and this is my second time putting my name forward to run for the position of “YOUR” second Vice President.

I have sat on the Brantford Accessibility Advisory Committee as well as served two terms as it’s vice chair as well as once again sitting on the Brantford Transit Liaison Committee as a City Council citizen appointed member. I also sit on the Mayor’s taskforce to create the most walkable downtown in Canada as it’s only blind or visually impaired person.

In addition to having the trust of City Council and the Mayor, I also have run for Brantford City Council and I plan to run again in the next municipal election as well as I have successfully run three times within the political party I belong to , to be regional representative where I sit on the Provincial Council. I have also assisted with four federal elections and three provincial elections in various roles so I am extremely hard working and dedicated as well as I know what it takes to get the job done.

I will bring my hard work ethic, dedication and experience to you to assist in any way possible to not only make our national board the best and strongest it can be but to also work with you the members to also continue to make our organization the best and strongest it can be.

I am willing to answer any questions you may have by phone at:519-751-3947Email at:[email protected] to attend any chapter meeting by telephone to answer any questions you may have.

Page 53: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

I look forward to talking with you, seeing you in Toronto at our AGM as well as hopefully having the opportunity to represent you as your new second Vice President.

Bob

###

Darlene Wournell (for Secretary)

My name is Dar Wournell and I am the outgoing national secretary for the AEBC. In 2011, I became the chapter president for the Halifax chapter and in September 2012 I became the national secretary for AEBC. I have had many years of experience working with other organizations of the Blind and that has included being president of Blind Sports Nova Scotia for two terms until last spring when I decided to focus all my efforts on AEBC. I would like the opportunity to continue as National Secretary of AEBC and I believe that I can do a lot to help move our agenda along, ensure that our administration is running smoothly, as well as help to find ways to develop and run projects that will help to raise the AEBC's profile. I believe that my organizational skills along with my commitment and dedication would be valuable assets to our national board and that my people skills would help to enhance communications with members. Finally, I will work with our next president to ensure that AEBC's objectives continue to be met and that AEBC continues to strive for more awareness of issues facing Blind Canadians. Yours respectfullyDar Wournell

###

Jennifer Jesso (for Director)

My name is Jennifer Jesso, from British Columbia’s Metro Vancouver chapter, and I would like to express my intent to run as a Director without portfolio on your National board.

Page 54: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

I believe strongly that an organization such as AEBC plays a vital role in advocating for Canadians who are blind, deaf-blind, and partially sighted across the country. AEBC provides the opportunity to bring together a geographically diverse community to speak with a unified voice on issues important to each of us as members, and gives each member an opportunity to bring their strengths to the organization. Advocacy takes hard work, dedication, patience, and time, and I would like to bring my skills and experience to your National board to assist in the leadership required to move AEBC forward in its mission and cause.

My past education and experience include two bachelor’s degrees from Simon Fraser University (in English and Education), experience in school and community-based leadership roles, involvement in non-profit disability-related organizations as a volunteer or board member for the past ten years, and a great deal of experience in the field of visual impairment—both as an individual who is legally blind myself and in various volunteer and professional roles. I am currently in the final stages of completing a Master of Arts in Special Education from the University of British Columbia, with a thesis that focuses on issues of visual impairment and accessibility.

Through the years, I have gained experience in teaching, communication, leadership, and research, and also a strong awareness of and respect for the incredibly wide range of experiences and circumstances encompasses by individuals who are blind, deaf-blind, or partially sighted. Despite this array of experiences and perspectives, I believe that we have the same fundamental goals and objectives: those of obtaining access to goods and services and of achieving equality within all areas of Canadian society.

I hope that you will allow me to participate at the National level on these important issues.

Page 55: MEMORANDUM€¦  · Web view10:20 am: Strategic planning overview by Lui Greco. 10:30 am: Strategic planning session facilitated by Lui Greco. 11:55 am: First round of nominations

Schedule G: Proxy Form

This form should be completed and sent, to arrive not later than April 12 2013, from your home email address to AEBC's National Secretary at [email protected] or by regular post to PO Box 20262, RPO Town Centre Kelowna, B.C. V1Y 9H2.

I, ___________________________ (type your name here),

appoint ____________________________ (type your proxy holder's name here) (henceforth, "My Proxyholder"), to be my proxy at the 2013 Conference and Annual General Meeting of the Alliance for Equality of Blind Canadians from April 26 to 28, 2013, in Toronto, Ontario. In doing so, I authorize My Proxyholder to vote on my behalf on all matters on which proxy votes may be cast under the bylaws of the corporation.

I further warrant that:

A. I have spoken to My Proxyholder and have confirmed that My Proxyholder is an active member of AEBC eligible to vote at the meeting; andB. My Proxyholder will be attending the Conference and Annual General Meeting.

I reserve the right to cancel this proxy at any time prior to the end of the Annual General Meeting by expressing my intentions in writing to the Secretary of the Corporation.

Signature: _________________________________________

Date: ____________________

** End of AGM Call **