CAPILANO RUGBY FOOTBALL CLUB (the “Club”)
NOTICE OF THE 48TH ANNUAL GENERAL MEETING
TAKE NOTICE that the 48th Annual General Meeting of the Club will be held in the Alex Mahood Room at the Clubhouse on Thursday, November 23rd, 2017 at 9:00 p.m., when the following order of business will be observed:
- Confirmation of the Minutes of the 47th Annual General Meeting held at the Clubhouse on Thursday, November 24, 2016;
- Annual Report of the President and Board of Directors for the fiscal year ended August 31, 2017;
- Financial statements for the fiscal year ended August 31, 2017;
- Election of the Board of Directors for 2017/2018;
- Amendment of Bylaws and Constitution by way of Special Resolution:
Pursuant to the Societies Act (BC) (the “New Act”), which replaced the former Society Act (BC) effective November 28, 2016, the Club is required to file electronically a Transition Application (the “Transition Application”) with the BC Registrar of Companies which consists, in part, of the Club’s consolidated Constitution and Bylaws as of that date. Any alteration to the Club’s Bylaws contained in the Transition Application in addition to those alterations expressly prescribed by the New Act must – prior to its filing – have been authorized by special resolution of the Club’s members.
The members of the Club wish to amend the existing Bylaws of the Club so that they comply with the New Act and contain other provisions that are necessary, advisable or desirable in conjunction with the new legislation as set out in the Bylaws attached to this Notice of the 48th Annual General Meeting as Schedule 1.
With respect to the Special Resolution described in paragraph (e) of the Notice of Meeting above, voting members in good standing will be asked to vote “IN FAVOUR” or “AGAINST” the following resolution:
“RESOLVED as a Special Resolution that:
- Effective as of the time at which the Club files its Transition Application:
- the Constitution of the Club, as filed with the Registrar prior to the Societies Act (BC) coming into force, be amended by deleting all of the provisions therein other than the name and purposes of the Club and restating such deleted provisions in the Bylaws of the Club (as contained in the new form of Bylaws circulated to and approved by the members of the Club at this meeting); and
- the Bylaws of the Club, as filed with the Registrar prior to the Societies Act (BC) coming into force, be altered by deleting all the provisions thereof, and that all the provisions in the Bylaws attached to the Notice of the 48th Annual General Meeting and identified as Schedule 1. be adopted as the Bylaws of the Club.
- Any director or officer of the Club is authorized and directed for and on behalf and in the name of the Club to execute, deliver and file, as the case may be, the Transition Application and any other agreements, instruments and documents and to do such other acts or things as such director or officer, in his or her discretion, considers necessary, desirable or advisable for the purpose of giving effect to these resolutions.”