Proposed NLPSPA Constitutional Amendment 2020

BACKGROUND:

In March 2020, The Board of Directors of the NLPSPA sought legal advice with respect to conducting the Annual General Meeting by virtual means and any voting associated therein by electronic means in the current climate of physical distancing and member safety and well-being due to the COVID-19 Pandemic. On May 20, 2020, following legal review of the NLPSPA Constitution, the Board of Directors, as contained within the Board’s powers to govern the Association when not in Annual General Meeting, unanimously approved a By-Law to conduct the business of the Association by electronic means, pending ratification at the Annual General Meeting.

MOTION: That the By-Law respecting Electronic Meetings is hereby incorporated into the Constitution and shall become Article XVI of the Constitution.

Article XVI: Electronic Meetings

  1. If the two-thirds majority of directors and/or members of the Corporation present at or participating in a meeting of the directors, a meeting of the members or in an Annual General Meeting, as the case may be, consent, a meeting of the directors, a meeting of the members or an Annual General Meeting may be held (provided quorum is established with those participating) by means of such electronic communication facilities, including without limitation teleconference and video conference facilities, as permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a person participating in such a meeting by such means is deemed to have consented to the holding of that meeting by said electronic means.
  2. In the event a director or member is present at a meeting by means of electronic communication, and where the Constitution requires voting by show of hands, such person may vote by verbal communication.