Governance

The board of directors engaged our legal counsel to draft and review resolution guidelines. The current resolution guidelines were approved by the Board of Directors on April 20, 2022.

The guidelines are reviewed every two years by the governance committee and recommendations are provided to the board as needed.

A resolution was carried at our 2022 AGM requesting the deadline to submit resolutions be revised to three weeks prior to the meeting. Our board strongly believes a full meeting package should be made available to all members in advance of the meeting, to encourage clear and transparent communication. Therefore, a resolution deadline of January 5th was established to allow more time for members to submit resolutions and for those resolutions to be included in the meeting package.

The revised deadline still allows adequate time for the board-appointed Resolutions Committee to review and vet submitted resolutions and to work with the mover to clarify or propose any changes. We hope this review will allow for concise resolutions to be brought forward and debated on their merits. The resolution deadline of January 5th will also still allow for this vetting process to occur in time to meet the publication deadlines outlined in our bylaws, which state that notice must be provided to members no less than 21 days and no more than 50 days in advance of the AGM date.

The inclusion of the resolutions with the meeting notice will give each member an understanding of what matters will be raised at the AGM and decide whether they wish to attend or not to take part in the discussion.

MCA’s legal counsel also highlighted there could be a potential risk of a challenge by a member who would have attended, had they been given notice in an adequate timeframe of the specific resolutions to be discussed at the annual general meeting.

MCA’s board strongly believes that all MCA members should be aware of the business conducted at the AGM. Allowing resolutions from the floor does not allow for this. Therefore, our board unanimously decided to not allow resolutions from the floor at the AGM. The board also agreed on this decision for the following reasons:

• Resolutions from the floor would not be included with the official notice to members;
• Resolutions from the floor would not allow for members to be aware of all the business to be conducted at the annual general meeting, therefore opening the possibility to a challenge; and
• The Resolutions Committee would not have time to review and consider Resolutions from the floor.

MCA acknowledges other organizations in Manitoba have different resolution guidelines in place, ranging from different deadlines to allowing or not allowing resolutions from the floor. MCA’s board relied on the knowledge and expertise of our legal counsel to ensure our new procedures were sound and in the best interest of our members.

MCA’s board of directors encourage engagement from all our members throughout the year, not only at the AGM.

At the AGM, there is time allowed for open discussion and questions. This provides an opportunity for member feedback directly to MCA’s board. Directors and staff are also available throughout the year to address members’ ideas or concerns about the organization. Any formal correspondence directed to the board or staff will be addressed during board meetings.

MCA contact information is available on our website. MCA does not publish director contact information, to reduce cyber security issues. However, staff will be able to provide contact information of MCA directors directly to members if requested.