We have a new Board, with some great new members and other members returning full of enthusiasm!
We have listened to comments from the AGM so we plan to continue the popular programs such as our Plant Sale, Speakers' Series, Seed Exchange and Tours.
We want to do more education and outreach, so we are partnering with Toronto Botanical Gardens to run some Adult Education classes on native plants.
We are also hoping to add a spring tour of Toronto Botanical Gardens to our program. We want to be more engaged with our members, so we are planning a photo challenge and an expert panel who can advise you and answer your native plant questions.
We are also planning to revise the web site to include more graphics and a greater emphasis on native plants, plus easier navigation and more content.
It should be a great year to be a NANPS member!
On June 12, 2012, your board voted unanimously to ask members to vote to change the board meeting quorum requirement in the NANPS by-laws from 8 to 50% of board members plus 1 of the current board membership.
For years, the boards of the North American Native Plant Society have requested that the quorum requirement be adjusted to accommodate board business. After discussing this and proposing changes for several years the board has chosen to act.
2. REASONS FOR THIS CHANGE
a) TO SAVE TIME, ENERGY AND RESOURCES
The board has been unable to achieve quorum several times each year and meetings have subsequently been cancelled. This is an acute problem for all board members including those driving from great distances.
b) TO HELP PURSUE BOARD BUSINESS
Missing quorum costs NANPS the opportunity to transact proactive business;
c) CURRENT QUORUM REQUIREMENT IS TOO RESTRICTIVE
Many boards (including hospitals) use 50% of the board membership as quorum;
d) TO BE MORE PRACTICAL
Under the 8 member quorum requirement, the smaller the board, the greater probability that quorum will be unmet and meetings cancelled;
e) TO CONFORM TO GOVERNMENT GUIDELINES.
Ministry of Government Services’ Not-For-Profit Incorporator’s Handbook, states:
“The quorum for meetings of directors is a majority, unless otherwise provided for in the Letters Patent, Supplementary Letters Patent or in a special resolution of the corporation, and in any event shall not be less than two-fifths of the board of directors. (section 288)”
3. THE CURRENT BY-LAW:
19. Voting and Quorum (1986)
Subject to Section 15, each member of the Board shall have one (1) vote on matters requiring action by the Board and eight (8) members of the Board shall constitute a quorum. Action may be taken at a meeting at which a quorum is present by a majority vote of those present except as otherwise required by law or by the Letters Patent or by these by-laws.
4. MOTION TO VOTE ON AT THE 2012 AGM
That Section 15 of the NANPS By-Laws be replaced with the following:
15. Membership of the Board of Directors
Each Board member shall have one (1) vote on matters requiring action by the Board and 50% of the number of Board members plus one of the current Board membership shall constitute a quorum. Action may be taken at a meeting at which a quorum is present by a majority vote of those present except as otherwise required by law or by the Letters Patent or by these by-laws.