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Special Resolutions 2003.1 to 2003.4 Memo and Resolutions

To: BCLTA Membership
From: Peter Wainwright, Vice-President Human Resources
Date: 9 March 2003
Re: Annual General Meeting
Special Resolutions 2003.1 to 2003.4

Dear BCLTA member,

Attached please find four (4) Special Resolutions that will be presented for consideration at the BCLTA Annual General Meeting on May 31st. The BCLTA Board is recommending that these resolutions be adopted.

Purpose:

The purpose of these resolutions is to amend the BCLTA Constitution and Bylaws with the objective of restructuring the Board to improve the efficiency and efficacy of its operation. The rationale for these amendments is as follows:

1. Currently, the three Vice-President positions and three Director positions are each assigned a specific portfolio of responsibility. However, some of these positions involve a lot more work than others (e.g., the Director of Communications and Vice-President of Education involve substantially more work than the Vice-President Human Resources or Director of Awards.). It is proposed to eliminate the assigned portfolios and replace these with a series of sub-committees with equivalent areas of responsibility. This is expected to provide a more balanced workload for the members of the Board.

2. Currently, the position of First Vice-President must be filled by one of the three Vice-Presidents. However, in some years (as in 2002/03) these Vice-Presidents have less experience than some of the Directors. It is proposed to eliminate the existing three Vice-President positions and increase the number of Director positions to six. The position of First Vice-President will be renamed to Vice-President and may be filled by any of the six Directors.

3. Currently, all positions are a one-year term. New Board members have observed that they spend about half of their first term becoming familiar with BCLTA and their role on the Board, and then have limited time remaining in their term. Continuity from year to year is also beneficial to Board effectiveness. It is proposed to increase the term of office for Directors and the Secretary/Treasurer to a two-year term. If this change is adopted in 2003, three Directors would be elected for a one-year term and three for a two-year term.
It is proposed that the President remain a one-year term, since on retirement the President automatically serves a term as Past-President.

4. Currently, the Past-President serves a minimum one-year term and may serve a two-year term if the current President is re-elected for a second term. The main role of the Past-President is to provide continuity from the prior Board. However, this is not necessary when the current President is re-elected for a second term. Unlike other positions where the incumbent may resign and a replacement would be elected, this is not an option for the Past-President. It is felt that this may pressure a Past-President into serving an extended term. It is proposed to change the term of office for the Past-President to one-year only. This may result in the Board having one less member in years where the President is re-elected. However, it is the Board’s opinion that the other members should be capable of dealing effectively with the workload.

5. It is proposed to create an Executive Committee which would meet more frequently than the entire Board and would be responsible for overseeing the implementation of the Board’s work plan. Currently, the Board meets approximately five times per year. It is proposed that the Executive Committee would meet monthly (in months when a full Board meeting does not occur). The Executive Committee would consist of the President, Vice-President, Past-President, and Secretary/Treasurer. The Executive Committee would have the authority to take actions where timely action is required, but would be accountable to the Board for its actions. The Board is of the opinion that such an Executive Committee would improve direction to staff and also help ensure that “nothing falls through the cracks”.

Procedure:

1. The Constitution and Bylaws can only be amended by Special Resolution at an Annual General Meeting and require a 75 percent favourable vote for adoption.

2. Amendments may be proposed to a Special Resolution during the AGM. However, such amendments cannot be hostile to the intent of the original resolution.

3. A member may move to table a Special Resolution or refer it to a committee. However, if the Special Resolution is not voted upon at this Annual General Meeting this would in effect delay the consideration of the Special Resolution until the 2004 AGM.

4. The four Special Resolutions will be considered at the AGM in sequence. Two alternative versions of Special Resolution 2003.3 have been distributed to allow for a positive or negative outcome of Special Resolution 2003.2. These two alternate versions are effectively the same, the differences relating to numbering of sections.

The Resolutions Committee will present these Special Resolutions to the AGM and will be prepared to answer questions and/or speak in support of these Resolutions.

Resolutions

SPECIAL RESOLUTION 2003.1

Be it resolved that the BCLTA Bylaws as adopted May 28th, 1995 be amended as follows:

1. That Part 5, Section 25 be amended by replacing “The Officers, namely, the President, the three Vice Presidents, the Secretary/Treasurer, and three (3) Directors …” with “The President, the Secretary/Treasurer, and six (6) Directors …”

and by replacing “The President shall appoint one of the Vice Presidents to carry out the duties of First Vice-President as stated in Bylaw 36(a).” with “As soon as practical following the Annual General Meeting, the Board shall appoint a Director to serve as Vice-President.”

and by adding a new Section 25(d) as follows: “Unless elected for an additional term as an Officer, upon adjournment of the Annual General Meeting the retiring President shall be appointed as Past President.”

2. That Part 4, Section 20 be amended by replacing “the First Vice President” with “the Vice-President”.

3. That Part 8, Section 36 be amended by replacing “The First Vice-President shall:” with “The Vice-President shall:”.

4. That Part 8, Sections 37, 38 and 39 be deleted.

5. That Part 9, Section 41 be amended by replacing “Directors (3) shall:” with “Directors (6) shall:”

6. That Part 10, Section 45(a) be amended by deleting

“Vice President – Education
Vice President – Human Resources
Vice President – Advocacy”

and by replacing “Directors (3)” with “Directors (6)”.

SPECIAL RESOLUTION 2003.2

Be it resolved that the BCLTA Bylaws as adopted May 28th, 1995 be amended as follows:

1. That Part 5, Section 25 be amended by replacing “… and shall be elected to a one year term of office effective after …” with “… and shall be elected to a term of office effective after …”.

2.

21. The term of office for Directors and the Secretary/Treasurer shall be two years.

22. The term of office for President and Vice-President shall be one year.

23. The year 2003 shall be a transition year for implementation of the two-year term of office for Directors. At the Annual General Meeting for the year 2003, three (3) Directors shall be elected for a one-year term and three (3) Directors shall be elected for a two-year term. Commencing in 2004 and continuing thereafter, three (3) Directors shall be elected for a two-year term at the Annual General Meeting.


SPECIAL RESOLUTION 2003.3

Be it resolved that the BCLTA Bylaws as adopted May 28th, 1995 be amended as follows:

1. That a new section be added to Part 21 TERM OF OFFICE as follows:

24. The term of office for the Past President shall be one year.

Alternate version of Special Resolution 2003.3 to be used in the event that Special Resolution 2003.2 is defeated:

SPECIAL RESOLUTION 2003.3

Be it resolved that the BCLTA Bylaws as adopted May 28th, 1995 be amended as follows:

1. That a new Part 21 TERM OF OFFICE be added to the Bylaw as follows:

21. The term of office for the Past President shall be one year.

SPECIAL RESOLUTION 2003.4

Be it resolved that the BCLTA “Executive and Board Procedural Bylaws” a copy of which is attached hereto, be amended as follows:

1. That a new Section 3.11 Executive Committee be added as follows:

3.11.1. The Executive Committee shall consist of the President, Vice-President, Secretary/Treasurer and Past President.

Role of the Executive Committee

3.11.2. Where practical, the Executive Committee provides advice and makes recommendations to the Board.

3.11.3. Where timely action is required that should not reasonably be delayed until the next Board Meeting, the Executive Committee provides direction to staff, may authorize actions on behalf of BCLTA, and may approve expenditures consistent with the approved budget.

3.11.4. The Executive Committee is accountable for and reports to the Board on all decisions made and actions taken.

Meetings of the Executive Committee

3.11.5. The Executive Committee shall meet a minimum of 9 times per year. Meetings may be conducted in person or by telephone.

3.11.6. The quorum for Executive Committee Meetings shall be three (3) members.

3.11.7. Notice of and the agenda for regularly scheduled Executive Committee meetings shall be distributed in writing, 7 days in advance of the meeting except by unanimous consent of the Executive Committee members.

3.11.8. The President presides at Executive Committee Meetings, or in the President’s absence, the Vice-President presides.

3.11.9. The Secretary/Treasurer will be responsible for maintaining records of minutes of Executive Committee Meetings.

 


British Columbia Library Trustees Association
PO Box 4334, Station Terminal
Vancouver BC V6B 3Z7
Tel: (604) 913-1424 Fax: (604) 913-1413
Email:bclta @ bclta.org
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