Annual General Meeting 2017/Proposed amendments to General Bylaw

The directors of Wikimedia Canada wish to amend the General Bylaw according to the below modifications. Said amendments will take effect at the date of the Annual General Meeting 2017, unless amendment is rejected by ordinary resolution by the members of Wikimedia Canada.

Removal of Projet Manager Office

The Project Manager position shall be removed from the list of description of offices in section 34 of the General Bylaw.

Section 34 of the General Bylaw is amended to read as such:

34. Description of Offices

Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

a. Chair of the Board – The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.

b. Vice-Chair of the Board – The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.

c. President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.

d. Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

e. Treasurer – If appointed, the treasurer shall have such powers and duties as the board may specify.

Quorum for Board Meetings

The quorum for board meetings shall be raised from the majority of the minimum number of directors (2), to one third of the number of directors in office.

Section 30.1. shall be added to the General Bylaw, which shall read as such:

30.1. Quorum for Board Meetings

A third of the number of directors in office constitutes a quorum at any meeting of directors, but in no case shall the quorum be less than the minimum number of directors required by the articles.