Notice of Special Resolutions for the AGM

In accordance with the Bylaws of ACCT, notice is hereby given that the following two Special Resolutions will be presented for consideration and vote at the upcoming meeting of members:

Revise rule 91 - three-year staggered terms

The board recommends the revision of rule 91 to increase the terms from 2 years to three years and to stagger the terms so that only two or three directors' terms end each year.

Context

Since its creation 12 years ago, ACCT has set board director terms at two years. Over the past six years, patterns have emerged indicating that the current structure contributes to high turnover, both from planned and unplanned vacancies. This results in frequent onboarding of new directors, requiring significant time and energy for orientation and adjustment to ACCT’s culture. Extending terms to three years, with staggered implementation, would provide greater continuity, reduce the orientation burden, and allow directors more time to contribute effectively. The board therefore recommends the adoption of staggered three-year terms.

This structural change to the ACCT rules requires a 67% special majority to approve the following resolution by the members.

Special Resolution

Amendment to Rule 91 – Staggered Terms of Office of Directors

WHEREAS the Board of Directors of the Association of Cooperative Counselling Therapists of Canada (the “Association”) has recommended that the terms of office for directors be lengthened from two (2) years to three (3) years in order to reduce annual turnover and strengthen continuity of governance;

AND WHEREAS the members of the Association must approve any amendment to the Rules of the Association by way of special resolution;

BE IT RESOLVED AS A SPECIAL RESOLUTION that Rule 91 of the Rules of the Association be repealed in its entirety and replaced with the following:

Rule 91 – Staggered Terms of Office of Directors

1. Length of Term
   The term of office of each director is three (3) years, commencing at the close of the annual general meeting at which the director is elected and ending at the close of the third annual general meeting thereafter, unless the director ceases to hold office earlier in accordance with these Rules or the Act.

2. Expiry of Term
   The term of office of a director ends at the close of the annual general meeting at which a replacement director is elected.

3. Effect of Reduction in Board Size
     A reduction in the number of directors under Rule 85 does not affect the unexpired term of any director then in office.

4. Staggered Terms
     To ensure continuity of governance, the terms of office of directors are staggered over a three-year cycle so that, as nearly as possible, one-third of the directors’ terms expire each year.

○   In a board of seven (7) directors, this means that two or three directors will complete their terms each year.

○   If necessary, the board may adjust the length of certain terms at the time of election to re-establish or maintain the proper staggering of terms.

BE IT FURTHER RESOLVED that this amendment takes effect immediately upon approval by the members and filing with the Registrar of Cooperatives, and will apply to directors elected at and after this annual general meeting.

Compliance Note:

●       The BC Cooperatives Act requires a 2/3 majority of votes cast in favour for this to pass.

●       The full text of the special resolution (above) must be included in the AGM notice sent to members.

●       Once passed, the cooperative must file the amended Rules with the BC Registrar of Cooperatives to make it legally effective.

For reference

The current wording for Rule 91 is as follows:

Staggered terms of office of directors

91

(1) In this section, "1st annual general meeting" means the first general meeting of the Association.

(4) The term of office of a director ends at the end of the annual general meeting at which a replacement is elected.

(5) A reduction in the number of directors under Rule 85 does not affect the unexpired term of a director in office.

(6) In the election of directors held at the 1st annual general meeting, all directors must be elected for a term ending at the 2nd annual general meeting. (7) In the election of directors held at the 2nd annual general meeting, (a) if the Board has an even number of directors,

(i) half of the directors must be elected for a term ending at the 2nd annual general meeting after the general meeting at which those directors were elected, and

(ii) the remainder must be elected for a term ending at the next annual general meeting, or

(b) if the Board has an odd number of directors,

(i) a simple majority must be elected for a term ending at the 2nd annual general meeting after the general meeting at which those directors were elected, and

(ii) the remainder must be elected for a term ending at the next annual general meeting.

(8) In the election of directors held at each annual general meeting after the 2nd annual general meeting, the directors to be elected must be elected for a term ending at the 2nd annual general meeting held after the annual general meeting at which those directors were elected.