4.4. PERSONS ENTITLED TO BE PRESENT AT MEMBERS MEETING
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. The directors may, from time to time, invite or allow various guests to attend various members’ meetings, or portions of meetings.
To comply with the Act, to allow non-members to attend meetings and provide input, any guest may be invited as a guest to meetings of members and meetings of officers, and may be invited to speak about various matters.
4.5. QUORUM AT MEMBERS MEETINGS
A quorum at any meeting of the members (unless a greater number of members is required to be present by the Act) shall be fifty percent (50%) of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
4.6. VOTES TO GOVERN AT MEMBERS MEETINGS
(a) Except as specified by the Act and/or by this by-law, at meetings of members, every question shall be determined by way of ordinary resolution (a majority of votes cast). A voter who indicates that they “abstain” shall be treated as if they did not vote. Voting shall be by show of hands. However, a duly moved and seconded motion, if passed, may require that a secret ballot be used for any vote. The Chair of the meeting shall put into place procedures to ensure that any ballots are counted accurately. The Chair of the meeting may only vote in order to break a tie.
(b) An exception shall be elections of directors when multiple nominations are received for a position. If such an election occurs, in order to be elected, a director need only receive a plurality of votes cast. For example, if three candidates are running for two positions, the two candidates with the most votes shall be elected.
4.7. PARTICIPATION BY ELECTRONIC MEANS AT MEMBERS MEETINGS
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
Members not in attendance at a meeting of members may vote by appointing in writing a proxy holder, who is required to be a member, to attend and act at the meeting in the manner and to the extent authorized by the proxy form, and by the authority conferred by the form, subject to the following requirements:
(a) A proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment.
(b) A member may revoke a proxy by depositing an instrument or act in writing executed by the member either at the registered office of the Corporation no later than the last business day preceding the day of the meeting at which the proxy is to be used, or with the Chair of the meeting on the day of the meeting.
(c) A proxy holder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting and, except where a proxy holder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands.
(d) The board, or its delegate, shall create a standard proxy form to be used by those who wish to appoint proxies.
(e) This article may only be amended by Special Resolution at a meeting of members.