Annual General Meetings

Date of the Annual General Meeting
The AGM shall normally take place on the first Monday after Labour Day. The AGM cannot take place later than September 30.

Important Dates
The necessary timeline of events leading up to the AGM is as follows:

Election years

Non-election years

More than 2 months before the meeting: the Executive Director must send out a call for nominations to the Membership.

 

No later than 60 days before the meeting: the Executive Director must send out the election ballots.

 

No later than 30 days before the meeting: Ballots must be submitted to the Executive Director.

 

Between 60 and 21 days before the meeting: the Annual Financial Statements must be made available to the Membership by the Audit Committee Chair.

Between 60 and 21 days before the meeting: the Annual Financial Statements must be made available to the Membership by the Audit Committee Chair.

Between 60 - 21 days before the meeting, the Notice of Meeting must be sent to the Membership by the Chair.

Between 60 - 21 days before the meeting, the Notice of Meeting must be sent to the Membership by the Chair.

No later than 14 days before the meeting: The results of the election must be sent out by the Executive Director.

 

The meeting takes place on the first Monday after Labour Day.

The meeting takes place on the first Monday after Labour Day.

 

The Executive Director will be responsible for creating a calendar of deadlines for the AGM each year.
 

Calling the AGM
The AGM must be formally called by the Chair no later than twenty-one (21) days before the meeting and no earlier than sixty (60) days before the meeting. In the event that the meeting is called via email, the meeting may not be announced earlier than thirty-five (35) days before the meeting. Should the AGM be used to conduct special business, the notice “shall contain sufficient information to permit the Member Library to form a reasoned judgment on the decision to be taken”. The notice will be directed to the Membership through the Board of Directors’ mailing list.

Location of the Annual General Meeting
The AGM, unless conducting special business that might require face-to-face discussions, shall normally take place over teleconference. The teleconference shall normally be arranged by the Executive Director, with the connection details being included in the meeting notice sent by the Chair. If feasible, and if the Membership agrees, videoconferencing may be used instead.

Minute taking at the AGM
Formal minutes will be recorded by the Executive Director. Resolutions to accept the financial statements and, where applicable, the results of the election, are required by law to be recorded.

Proxies at the AGM
Section 126(3) of the Canada Not-For-Profit Corporations Act prohibits the use of proxies at Board meetings. Proxy votes cannot be given to other Board Members, or to alternate representatives. The membership consists of institutions, with each institution receiving one (1) vote. Each institution can send any representative it chooses to recognize to the AGM. Ideally and normally, the Member representative will also be the elected Director for that institution. Regardless of representation, the quorum for conducting business at the AGM is two-thirds (2/3) of the Membership.

Attendance at the AGM
Representation from members is vital at AGMs. Members consistently failing to ensure representation at AGMs may be subject to discipline by the Members as outlined in the Bylaws section 3.5.

Calling a special meeting of members
A special meeting of members may need to be called from time to time. Special meetings can be called by the Board of Directors to hold a special election, to censure or discipline a member, to amend by- laws, or to conduct any other emergency business that requires membership consultation. The procedure by which special meetings are called will vary depending on the reason for the meeting, but as much notice as possible shall be given to members. Quorum and minute taking procedures will apply as usual.

Members calling a special meeting of members 
Members can also request the Directors call a special meeting, as per Bylaw 4.3.

Reporting Requirements

  • Directors: Any changes in the membership of the Board, or a change of address for any Board member, must be filed with Industry Canada within 15 days.
  • Annual Return: An Annual Return form must be filed each year, within 60 days of the anniversary of incorporation.
  • Financial Statements and Public Accountant's Report: If CAUL-CBUA, due to accepting a grant or other financial income, transforms to “soliciting” NFP, financial statements must be lodged with Industry Canada not less than 21 days before each AGM. 

Approved October 28, 2014.