Notice of Annual General Meeting 2021

April 22, 2021

RCMP Veterans’ Association

Members Helping Members

This information is being provided to all Association Members

TO: All voting Association Members
FROM: Association Secretary

NOTICE OF ANNUAL GENERAL MEETING

Members should note that in the absence of an AGM in 2020 due to the Covid19 pandemic, resolutions that would have been presented at that meeting are attached hereto together with resolutions for 2021.

1. Following By-law 74 of the By-laws of the Royal Canadian Mounted Police Veterans Association, a General Meeting of the Members will be convened on Saturday, June 5, 2021 to be held virtually.

2. Following By-law 75, the text of Resolutions to be voted on is attached to this Letter of Notice.

3. A vote will be required as a result of an amendment to the By-laws to allow the 2021 AGM to be held virtually.

4. Following By-law 75, the names of the candidates nominated for election as Directors, in alphabetical order, are:

- BYERS, Robert (Bob)
- CONLIN, Sandra
- DHILLON, Baltej
- MYHILL, Robert (Bob)

As there are 4 nominations for four vacant positions these will be filled by acclamation.

5. Garry LOEPPKY previously appointed by the Board of Directors to fill a vacant position will require a vote to confirm

6. Celine GINGRAS previously appointed by the Board of Directors to fill a vacant position will require a vote to confirm her appointment.

R.D. “Bob” BYERS
Association Secretary

RESOLUTIONS FOR AGM 2020 brought forward and amended for AGM 2021

RESOLUTION 1: APPOINTMENT OF PUBLIC ACCOUNTANT

WHEREAS the Royal Canadian Mounted Police Veterans’ Association – l’Association des Anciens de la Gendarmerie royale du Canada, hereinafter referred to as the “Association,” was issued a Certificate of Continuance pursuant to subsection 211(5) of the Canada Not-for-profit Corporations Act, hereinafter referred to as the “Act,” on June 27, 2014,

WHEREAS pursuant to subsection 181(1) of the Act and at the Annual General Meeting held on May 31, 2019, the members of the Association did, by ordinary resolution, appoint a public accountant to hold office until the close of the next annual meeting,

AND WHEREAS pursuant to subsection 181(2) of the Act, the public accountant appointed is eligible for re-appointment under subsection 181(1) of the Act.

BE IT THEREFORE RESOLVED THAT

1. The accounting firm of Deloitte LLP be appointed as the Public Accountant
2. The term of the appointment will expire at the close of the next Annual General Meeting.

RESOLUTION 2: AMENDMENT OF BY-LAWS – MEMBERSHIP

WHEREAS pursuant to paragraph 211(6)(a) and section 10 of the Act, the Association came into existence on that date,

AND WHEREAS the By-laws of the Association describing membership in effect at the time of Continuance, and since amended, require updating in order to efficiently encourage Association membership growth and to reduce the administrative impediments to membership.

BE IT THEREFORE RESOLVED THAT

1. The definition of a “Life Member” is moved from By-law 14 to By-law 1, “Life Members” after June 27, 2014 is an “award” not a designation. Divisions may pay dues for members receiving “Life Member” award.

2. By-law 14 is repealed and substituted with the following:

14. A person described in By-law 13 may become an Active Member in good standing by making an application in writing or by electronic means and by payment of the fee described in By-law 35.

3. By-laws 13 and 18 are amended by deleting from the chapeau the words “Active (Associate) membership shall be available to a person of good character who has applied and has had their application reviewed and approved by a Division credentials committee for Active (Associate) membership in the Association and who is” and substituting with the words “Subject to By-Law 15, Active (Associate) membership is available to a person who is”

4. By-laws 15, 16 and 17 are repealed and substituted with the following:

15. Membership in the Association is not available to any person who has been dismissed or discharged from the Force, or who has had their employment with the Force terminated, for reasons of discreditable conduct.”
16. A person who was appointed to a level under subsection 7(2) of the Royal Canadian Mounted Police Act (“Civilian Member”), and who is deemed to be a Public Service Employee, will be considered an Active Member as of the date of deeming, and may become an Active Member in good standing by making an application without payment of a fee described in By-law 35 for the remainder of the year in which the date of deeming occurred.
17. The term of Active Membership will be annual with the term ending on December 31 each year, and may be renewed. An Active member may cease to be a member by giving written notice to the Secretary of the Division and the help desk at membership.admin@rcmpva.org. Any fee paid to the Association prior to written notice being received is not refundable.”

5. The amendments to By-laws 13, 14, 15, 17 and 18 will come into force on January 1, 2022.

RESOLUTION 3: BY-LAW AMENDMENTS – FEES

WHEREAS pursuant to paragraph 211(6)(a) and section 10 of the Act, the Association came into existence on that date,

AND WHEREAS Section 30 of the Act reads: “Subject to the articles, the by-laws and any unanimous member agreement, the directors may require members to make an annual contribution or pay annual dues and may determine the manner in which the contribution is to be made or the dues are to be paid.”

BE IT THEREFORE RESOLVED THAT

1. The subtitle of Part VII of the By-laws is amended to “FEES”

2. By-laws 35 to 40 inclusive are repealed and substituted as follows:

35. Following section 30 of the Act, all Active members will pay an annual Association fee as determined by the Board.
36. For the year in which a new Division has been formed under By-law 93, persons who apply to join the Association as Active members and to affiliate with the new Division, may be exempted from making a Divisional contribution.
37. An Active Member who has not paid the amount described in By-law 35 by the Record Date may not vote at any General Meeting.
38. Subject to By-law 37, an Active Member who is not in good standing may be deemed to be in good standing after payment of amount owed.
39. Any member who had not paid the amount described in By-law 35 for one year will have their name removed from the Association register of members maintained at the Corporate Office under paragraph 21(1)(g) of the Act.
40. Any member whose name has been struck from the register of members following By-law 39 may re-apply to be a member under By-law 13 or 18.

3. The By-law amendments above will come into force on January 1, 2022.

RESOLUTION 4: BY-LAW AMENDMENTS – DIVISIONS

WHEREAS pursuant to paragraph 211(6)(a) and section 10 of the Act, the Association came into existence on that date,

WHEREAS under the Act the former Divisional structure of membership was replaced with an Association-wide structure of membership, based on the principle of “one-member, one-vote” at meetings of members,

AND WHEREAS the By-laws use terms that are inconsistent with the Act.

BE IT THEREFORE RESOLVED THAT

By-laws 89, 91, 92, 93, 94 and 95, are repealed and substituted with the following:

89. Divisions of the Association that had been granted a Charter prior to June 27, 2014, are continued. A member described in By-law 10.1 may affiliate with only one Division.
91. Divisions will conduct activities in accordance with the Act, the Articles of Continuance and these By-laws.
92. Members affiliated with a Division will on a basis as decided by the Division elect a Division Executive Committee, to be composed of no less than four Active members: a President; a Vice-President; a Secretary; and a Treasurer; and other Executive Committee members as required. Each Division will, after election, advise the Secretary or his or her delegate the names and contact details of each executive committee member and their officer position.
93. Removed.
94. Removed.
95. A Division may be wound up, or amalgamate with another Division, by the adoption of a special resolution authorizing the winding up, or the amalgamation with another Division, at a meeting of Members affiliated with that Division.

RESOLUTION 5: BY-LAW AMENDMENTS – ASSOCIATION COUNCIL

WHEREAS the Royal Canadian Mounted Police Veterans’ Association – l’Association des anciens de la Gendarmerie royale du Canada, hereinafter referred to as the “Association,” was issued a Certificate of Continuance pursuant to subsection 211(5) of the Canada Not-for-profit Corporations Act, hereinafter referred to as the “Act,” on June 27, 2014,

WHEREAS pursuant to paragraph 211(6)(a) and section 10 of the Act, the Association came into existence on that date,

WHEREAS under the By-laws, the Association Council meets prior to an Annual General Meeting to discuss matters of a strategic nature;

AND WHEREAS it would be more effective for strategic planning and consultations if the Association Council would meet at a point in time following the Annual General Meeting, in order that the decisions taken by the membership can be taken into account by the Association Council.

BE IT THEREFORE RESOLVED THAT

1. By-law 73 is repealed and substituted as follows:

73. The Association Council will meet at a time and place determined by the Board after the conclusion of an Annual General Meeting, to discuss matters of a strategic nature.

2. The amendment to By-law 73 will come into force on January 1, 2022.