THE VICTORIA INNOVATION, ADVANCED TECHNOLOGY AND ENTREPRENEURSHIP COUNCIL
NOTICE OF EXTRAORDINARY MEETING OF MEMBERS
NOTICE IS HEREBY GIVEN that an Extraordinary Meeting of the Members of the VICTORIA INNOVATION, ADVANCED TECHNOLOGY AND ENTREPRENEURSHIP COUNCIL (“VIATEC”) will be held via Zoom on August 11 at the hour of 1:00 o'clock in the afternoon, for the following purposes:
(1) 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 repeal and replace the existing Bylaws of VIATEC with the Bylaws in the form attached hereto as Exhibit 1 to Schedule A, the purpose of which is to amend the existing Bylaws of VIATEC to allow for online proxy voting in advance of a meeting, to provide that future meetings of VIATEC may be held by telephone or other communications medium, and to enable the board to establish additional policies and processes for the nomination of directors;
(2) 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 Amended and Restated Board Member Nomination and Election Policy adopted by the board of VIATEC on July 27, 2020; and
(3) To transact such further or other business as may properly come before the meeting or any adjournments thereof.
The link for the Zoom meeting is as follows: https://viatec.zoom.us/my/dangunn
DATED at Victoria, British Columbia, July 27, 2020
- Call to Order
- Special Resolution to Amend the existing Bylaws of VIATEC
- Special Resolution to Ratify Amendment to Board Member Nomination and Election Policy
- Other Business
Special Resolution to Amend Bylaws
RESOLVED, as a special resolution, that the existing Bylaws, as amended, of the Victoria Innovation, Advanced Technology and Entrepreneurship Council be repealed and replaced in their entirety by the Bylaws in the form attached hereto as Exhibit 1.
Exhibit 1 to Schedule A
Amended and Restated Bylaws
VICTORIA INNOVATION, ADVANCED TECHNOLOGY AND ENTREPRENEURSHIP COUNCIL (“VIATEC”)
AMENDED AND RESTATED
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 has 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.
NOMINATIONS OF DIRECTORS
- A nomination of a person for election to the Board at a meeting of the members of VIATEC must:
- be presented to the Board in the manner specified in the notice calling the meeting;
- be made by the deadline specified in such notice, or if no deadline is specified, not less than 15 days prior to the date of the meeting; and
- set forth the information required by such notice or any board nomination form circulated by the Board concurrently with such notice.
- The Board may require any proposed nominee to furnish such other information as may be reasonably required by the Board to determine the eligibility of such proposed nominee to serve as a director of VIATEC.
- No person shall be eligible for election as a director of VIATEC unless nominated in accordance with the provisions of this Policy. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
Effective Date: July 27, 2020
"Rules" for Zoom
- Login and announce your company with the Scrutineer - Georgia Cowell
- Mute your mic afterwards
- If you have a question, please press the "raise your hand icon" so you can be heard
- Please raise your hand for votes in motion
Please note, this event is for VIATEC Members only and only VIATEC Company Members have full voting privileges.