AGM Special Resolution Update

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AGM Special Resolution Update

At the SUO’s November 23, 2023, AGM, a proposed special resolution was amended from the floor to add to the Executive Committee a “the College of Graduate Studies Representative as a non‑voting, advisory member”.   Notice of the text of the amended special resolution was not provided along with notice of the annual general meeting because the amendment was made from the floor.

With regret, and after careful consideration, the Directors have determined that they are not permitted to implement the special resolution as amended because doing so is contrary to the Societies Act.  

The Societies Act requires that notice of a general meeting, including the text of all special resolutions, must be provided to all members of the society at least 14 days in advance of any general meeting (ss. 77-78). 

Due to the requirement for notice of a general meeting to also include notice of the text of special resolutions, special resolutions cannot be amended from the floor at a general meeting.  Special resolutions must be passed in the exact form in which they appear in the notice.  This is because the members of the society will not have received 14 days’ notice of the text of the amended language as is required by the Societies Act.[1]

Because the special resolution was amended from the floor, members of UBCSUO had no advance notice that there would be any consideration of the addition to the executive of a member of the College of Graduate Studies as a non‑voting, advisory member.  If members had received notice of that special resolution, then they might have chosen to participate by attending the annual general meeting and debating and voting on that issue.  The lack of notice deprived them of the opportunity to do so, contrary to the Societies Act.

At the December 15 2023 Board meeting, the Board of Directors has therefore resolved to cease applying and implementing the Amended Resolution because it was passed contrary to the notice requirements of the Societies Act.  The Board of Directors looks forward to putting the Amended Resolution to the membership at the next annual general meeting to be held in the fall of 2024, on proper notice to the membership.

[1] Armstrong et al. v. Clark et al., 2002 BCSC 730; Narodowski v. The Polish Friendship (Zgoda) Society, 2023 BCCRT 512, paras. 41‑50