Gabriola Health Care Society

2009 AGM, June 4, 2009

The nomination committee has nominated the following to be elected as directors of the Society:

Don Butt, MD,
Brenda Fowler,
Harvey Graham,
Kay Holt,
Dave Innell, and
Lawrence Spero

Names of the directors whose term does not expire this year are:

Ian Brownlie (2010)
Tracie Der (2011)
Terry Nimmon, MD (2011)
Fay Weller (2010)

As set out in the by-laws, any other resident of Gabriola may be nominated for election to the GHCS board for a three year term by submitting a nomination in writing signed by the candidate and at least five other Gabriolans. Nominations must be submitted to Tracie Der at the Medicine Centre, Don Butt or Brenda Fowler at least 48 hours prior to the commencement of the AGM.

2009 AGM, June 4, 2009

1. Resolved that the Constitution of the Gabriola Health Care Society be amended by repealing paragraphs (a) to (d) of section 3 of the Constitution and by replacing those paragraphs with the following:

(a) assess and respond to health care needs of residents of and visitors to Gabriola Island;

(b) work with the health professionals and relevant government agencies to develop programs that address those needs;

(c) provide facilities to health care practitioners on Gabriola Island in a way that fosters integrated team care and accessibility wherever possible;

(d) work in partnership with other community agencies to improve conditions affecting the health of residents of and visitors to Gabriola Island;

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2. Resolved that the definition of those who are members of the society in the By-Laws of the Gabriola Health Care Society be amended by:

(a) replacing paragraph (1) of Section 4 of the by-laws with the following:

“All individual residents of Gabriola Island, B.C. who assent to the purposes of the society and who are at the time at least 19 years of age will be members of the society unless such person has ceased to be a member as provided herein.”

(b) amending paragraph (2) of section 7 of the by-laws by paragraph (2) with the following:

“unless he or she became a member under the provisions of section 4(2), by ceasing to be a resident of Gabriola Island, B.C,”

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3. Resolved that the provision for “representative” or appointed directors be removed from the By-Laws of the Gabriola Health Care Society by:

(a) repealing section 25 of the by-laws and replacing it with the following:

“There shall be a minimum of five and up to a maximum of eleven directors.”

(b) by making all other changes to the by-laws as are necessary to remove all references to “elected” and “representative” directors.

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4. Resolved that certain directors may be elected for a term of less than three years if this is required to more nearly equate the number of directors whose term will expire each year by ammending the By-Laws of the Gabriola Health Care Society by adding the following sentence to the end of section 39:

“Further, certain directors may be nominated and elected for a term of less than three years if the nominations committee determines that this is desirable in order to more nearly equate the number of directors whose term will expire each year.”

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5. Resolved that the procedures for electing directors as set out in the By-Laws of the Gabriola Health Care Society be amended by:

(a) repealing section 40 of the by-laws and replacing it with the following:

“If the number of directors nominated for election is less than or equal to the maximum number of directors to be elected, as determined by the nominations committee, their election may be by acclamation. However, if requested by a member present at the meeting, the election must be by show of hands or, if requested, by secret ballot. In that event:

(1) The first ballot or show of hands will be to elect, or to not elect, all nominated candidates (the “slate” of candidates). If the majority of the votes are in favor of the slate, then all candidates will be declared elected.

(2) If the majority of the votes are not in favor of the slate, then an additional ballot must be held:

(a) each ballot paper will contain the names of all nominated candidates, with an area to mark whether the voter is in favor of or not in favor of each candidate;

(b) each member present at the meeting may vote in favor of, or not in favor of, any or all the candidates listed;

(c) any ballot paper where it is not clear whether the member is, or is not in favor of any particular candidate will be ignored with respect to the particular candidate; and

(d) each candidate that receives more favorable votes than unfavorable votes will be declared elected.

(3) If the sum of the number of directors so elected and the number of directors whose term did not expire at the particular meeting is less than the minimum number of directors provided for in these bylaws, then sufficient number of the unsuccessful candidates necessary to bring the number of directors up to the minimum number, selecting those with the with the most favorable votes, will be declared elected.”

(b) repealing section 41 of the by-laws and replacing it with the following:

“If the number of candidates nominated exceeds the maximum number of directors to be elected, as determined by the nominations committee, then a single ballot must be held:

(1) Each ballot paper must contain the names of all candidates.

(2) Each member present at the meeting will be entitled to vote in favor of up to the maximum number of directors to be elected by making a mark of some nature in the appropriate area of the ballot. Ballots with an excess number of votes will be considered invalid and the votes thereon will not be counted.

(3) The candidates will be ranked in accordance with the number of valid votes received, and the number of candidates equal to the number of directors to be elected at the meeting, starting with the candidate receiving the largest number of votes and working down the ranked list, will be selected and declared elected.”

(c) adding a provision to set out procedures to be followed in the event of a tie vote by adding a new section 41.1:

“41.1 In the event that two or more candidates receives the same number of votes in any ballot for the election of a director and the tie is relevant in determining whether a particular candidate is elected the winning candidate(s) from those candidates with the same number of votes will be determined by lot, or by coin toss, as determined by the nominations committee.”

(d) repealing all of section 42 except paragraph 42(3) and re-numbering paragraph 42(3) as new section 42.

(e) removing the requirement that scruitineers must be appointed for every ballot regarding the election of directors by adding the words “, if requested by a candidate,” after the existing words “of these bylaws will” to section 43, and making a corresponding change to section 44.

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6. Resolved that the society formalize the members and roll of the Executive Committee by adding a new Part 9.1 to the By-Laws of the Gabriola Health Care Society, to read as follows:

“Part 9.1 Executive Committee

62.1 The officers and the immediate past-president, if still a director, will constitute the executive committee.

(1) The executive committee will:

(a) act on behalf of the directors for those matters and during those time periods for which the directors have passed a resolution delegating action to the executive committee, with the condition that action taken will be reported to the directors, and .

(b) act for the directors in situations which, in the opinion of the executive committee, require immediate action prior to the next meeting of the directors, and report to the directors on any action taken.

(2) The quorum of the executive committee shall be three members. In the event that a quorum of executive committee members is not available at any particular time, the executive committee may invite another director of the society to temporarily become a member of the executive committee.

(3) The executive committee may conduct its affairs by telephone or by electronic means, provided all members of the committee are able to participate in all exchanges of information related to a particular decision or action.”

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2009 AGM, June 4, 2009

The nomination committee has nominated the following to be elected as directors of the Society:

Lisa Dowding-Carter
Harvey Graham,
Lawrence Spero

Names of the directors whose term does not expire this year are:

Fred Geater – Vice President (2011)
Tracie Der – Secretary (2011)
Robert Henderson, MD (2010)
Donald Butt, MD (Appointed by the Lions Club)
Brenda Fowler (Appointed by Gabriola Ambulance Society)

As set out in the by-laws, any other resident of Gabriola may be nominated for election to the GHCF board for a three year term by submitting a nomination in writing signed by the candidate and at least five other Gabriolans. Nominations must be submitted to Tracie Der at the Medicine Centre, Don Butt or Brenda Fowler at least 48 hours prior to the commencement of the AGM.

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2009 AGM, June 4, 2009

1. Resolved that the definition of those who are members of the society in the By-Laws of the Gabriola Health Care Foundation be amended by:

(a) replacing paragraph (1) of Section 4 of the by-laws with the following:

“All individual residents of Gabriola Island, B.C. who assent to the purposes of the society and who are at the time at least 19 years of age will be members of the society unless such person has ceased to be a member as provided herein.”

(b) amending paragraph (2) of section 7 of the by-laws by paragraph (2) with the following:

“unless he or she became a member under the provisions of section 4(2), by ceasing to be a resident of Gabriola Island, B.C,”

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2. Resolved that certain directors may be elected for a term of less than three years if this is required to more nearly equate the number of directors whose term will expire each year by ammending the By-Laws of the Gabriola Health Care Foundation by adding the following sentence to the end of section 39:

“Further, certain directors may be nominated and elected for a term of less than three years if the nominations committee determines that this is desirable in order to more nearly equate the number of directors whose term will expire each year.”

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3. Resolved that the procedures for electing directors as set out in the By-Laws of the Gabriola Health Care Foundation be amended by: