Notice of Annual General and Extraordinary Meeting of Members
Call for Nominations to the Board of Directors
THE VICTORIA INNOVATION, ADVANCED TECHNOLOGY AND ENTREPRENEURSHIP COUNCIL
NOTICE OF ANNUAL GENERAL AND EXTRAORDINARY MEETING OF MEMBERS
NOTICE IS HEREBY GIVEN that the Annual General and Extraordinary Meeting of the Members of the VICTORIA INNOVATION, ADVANCED TECHNOLOGY AND ENTREPRENEURSHIP COUNCIL (“VIATEC”) will be held at Fort Tectoria, 777 Fort Street, Victoria, British Columbia, V8W 1G9 on September 26, 2019 at the hour of 5:00 o'clock in the afternoon, for the following purposes:
(1) To receive the minutes of the 2018 Annual General Meeting;
(2) To receive and consider the financial statements of VIATEC and to receive the report of the auditors thereon;
(3) To appoint auditors for the ensuing year and to authorize the directors to fix the remuneration of the auditors;
(4) To consider and, if deemed appropriate, pass a special resolution, the full text of which is attached to this Notice of Meeting as Schedule A, to amend the Bylaws of VIATEC to provide that the qualifications of proposed directors will be subject to such policies as may be adopted by the board and ratified by the Members from time to time;
(5) To consider and, if deemed appropriate, pass a special resolution, the full text of which is attached to this Notice of Meeting as Schedule B, to ratify the Board Member Nomination and Election Policy adopted by the board of VIATEC on July 23, 2019;
(6) To set the number of directors and to elect the directors;
(7) To receive the report of the directors; and
(8) To transact such further or other business as may properly come before the meeting or any adjournment thereof.
DATED at Victoria, British Columbia, August 12, 2019
Schedules A and B attached below
Board Nomination Form is now closed
Please review the qualifications and expected commitment of VIATEC board members:
- Must be a VIATEC member in good standing and at least 18 years of age.
- A board candidate must have led or worked at a VIATEC member company in good standing for at least 12 months before standing for election.
- Review all materials sent out in advance of monthly Board meetings and attend meetings as often as possible (75% attendance required)
- May or may not participate in at least one board committee (75% attendance required):
- Finance & Audit
- Some board members will be “point” on specific strategic goals
- Participate in the annual strategic planning process
- Whenever possible, attend VIATEC events (seminars, conferences)
- Call to Order for AGM - September 26, 2019
- Minutes of the Annual General Meeting of September 27, 2018
- Financial Statements and Auditor’s Report
- Appointment of Auditors
- Special Resolution to Amend Bylaws of VIATEC
- Special Resolution to Ratify Board Member Nomination and Election Policy
- Set Number of Directors and Elect Directors
- Board’s Report
- Other Business
AGM STARTS AT 5 P.M. SHARP, TO BE FOLLOWED BY NETWORKING
Special Resolution to Amend Bylaws
“RESOLVED, as a special resolution, that the Bylaws of the Victoria Innovation, Advanced Technology and Entrepreneurship Council be amended as follows:
- By adding the following as Bylaw 4.3.6:
4.3.6 In addition to the qualifications specified in the Act, qualifications of proposed directors are subject to such policies as may be adopted by the directors and ratified by the members of the Society.”
Special Resolution to Ratify Board Member Nomination and Election Policy
“RESOLVED, as a special resolution, that the Board Member Nomination and Election Policy, adopted by the board of directors of the Victoria Innovation, Advanced Technology and Entrepreneurship Council on July 23, 2019, a copy of which is attached hereto as Appendix 1, be and is hereby ratified and approved.”
VICTORIA INNOVATION, ADVANCED TECHNOLOGY
AND ENTREPRENEURSHIP COUNCIL
BOARD MEMBER NOMINATION AND ELECTION POLICY
QUALIFICATIONS TO SERVE AS DIRECTOR
- In order for a person to be elected to the board of directors of VIATEC (the “Board”) in accordance with Part 4 of the bylaws of VIATEC (the “Bylaws”), he or she must:
- at the time of his or her election, have been, or be representing an entity that as been, an active member of VIATEC for at least the past 12 months; and
- maintain an active membership throughout his or her term of office.
- In accordance with the Societies Act (British Columbia), if a director no longer meets the above qualifications, the director must promptly resign.
CATEGORIES OF MEMBERSHIP
- Pursuant to the Bylaws, the number of directors must be an even number consisting of no fewer than 10 nor more than 14 directors or as otherwise determined from time to time at a general meeting.
- Subject to the Bylaws and this Policy, the composition of the Board shall at all times consist of 10 directors who are representatives of Innovation Members, and up to 4 directors who are Individual Members and/or representatives of Service Members (as such terms are defined in the Bylaws).
- In the event that there are fewer than 10 nominees for election as director who are representatives of Innovation Members at any given general meeting, the number of directors who are Individual Members and/or representatives of Service Members may be increased to fill any vacancies at the board’s discretion.
Effective Date: July 23, 2019