1. Majority for Special Resolutions - New Society Act Requirement

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1 Summary of Proposed Changes to Bylaws 2017 British Columbia Fruit Growers Association For consideration at the November 16, 2017 Special General Meeting 1. Majority for Special Resolutions - New Society Act Requirement 41 To change the majority vote requirement for special resolutions to ⅔ as introduced in the new Society Act. The bylaws currently require 75% majority to change bylaws. If approved at the November 2017 Special General Meeting, then the new majority vote for Special Resolutions will be 67%, effective immediately upon approval of the bylaw. Previously, bylaws were not official until registered with the Registrar of Societies. Now, the Registrar of Societies does not approve bylaws - it is a repository only. Wording The majority vote required, pursuant to the Society Act to pass a special resolution shall be not less than seventy-five percent (75%) of the votes of those members present and entitled to vote at a validly constituted meeting. The majority vote required, pursuant to the Society Act to pass a special resolution shall be not less than 2/3 of the votes of those members present and entitled to vote at a validly constituted meeting. To amend the bylaws of the BCFGA by replacing the wording in section 41 (see current wording above) with the wording (see proposed wording above). Page 1

2 2. Member funded versus charity - New Society Act Requirement and recommended by the Executive The constitution sets out purpose as serving members (not a charity), but requires specific wording. To clarify that BCFGA is a member-based society. A member-based society has fewer restrictions and the BCFGA receives government funding/grants and donations less than the threshold. If approved at the November 2017 Special General Meeting, the changes would be effective immediately. Wording The BC Fruit Growers Association shall uphold the following Constitutional Principles: a) To represent the tree fruit industry in matters of government laws, regulations, programs and taxes, such that the decisions of government on these matters are beneficial for tree fruit production in British Columbia; b) To advance horticultural knowledge and practices for tree fruits in all its branches; c) To advance the business of tree fruits growers by developing and promoting industry strategies that improve the growing practices, packing, marketing and reputation of tree fruits grown in British Columbia; d) To promote the consumption of fresh and processed tree fruits; and e) To collect, arrange and disseminate information on all matters pertaining to the tree fruit industry. The BC Fruit Growers Association as a member-based society shall uphold the following Constitutional Principles for its members: a) To represent the tree fruit industry in matters of government laws, regulations, programs and taxes, such that the decisions of government on these matters are beneficial for tree fruit production in British Columbia; b) To advance horticultural knowledge and practices for tree fruits in all Page 2

3 its branches; c) To advance the business of tree fruits growers by developing and promoting industry strategies that improve the growing practices, packing, marketing and reputation of tree fruits grown in British Columbia; d) To promote the consumption of fresh and processed tree fruits; and e) To collect, arrange and disseminate information on all matters pertaining to the tree fruit industry. To amend the constitution of the BCFGA to become a member-based society. 3. What to do upon dissolution - New Society Act Requirement and recommended by the Executive - The BCFGA was formed in 1889 and plans to continue operating for the foreseeable future. However, as a member-based society, the society needs to specify what would happen in the event it had to cease operations. It is proposed that upon dissolution the society will donate its net assets to Okanagan College for the purposes of research for the tree fruit sector. Other options are possible, but the Executive limited its consideration to this option. It is possible to select another organization, or include several organizations to receive the proceeds in equal shares. Other possible organizations are: the Apple Working Group of the Canadian Horticultural Council; University of BC - Okanagan, BC Investment Agriculture Council, Thompson Rivers University, and Kwantlen College. If approved at the November 2017 Special General Meeting, the changes would be effective immediately. Page 3

4 Wording No current wording in the bylaws or constitution of what to do upon liquidation or dissolution of the society. Upon dissolution, the assets of the society will be sold by tender and the funds remaining in the society will be donated to Okanagan College [and x in equal shares] for the purpose of conducting research projects that benefit the BC tree fruit sector. : To add the above proposed wording to the bylaws. 4. Associate member definition - staff recommendation 3 (b) To make the definition of Associate membership match with current practice. In the existing bylaws, an associate member is a tree fruit grower who annually sells less than the amount set in 3. (a) - currently set at $2,000 sales per year. The purpose of the amendment is to allow associate membership to include - retired members, - persons not producing tree fruits, - and business associate members. It is also clarified that positions elected at any Annual Meeting of the association cannot be If approved at the November 2017 Special General Meeting, the changes would be implemented for the next calendar year, starting January 1, Wording Associate Membership Any grower operating an orchard producing tree fruits who is not entitled to full membership as hereinbefore provided and who pays such fees, Page 4

5 annually, as are prescribed by the Association, if any, shall be deemed to be an Associate Member of the Association and shall be deemed to be an Associate Member of the Association and shall be entitled to all of the privileges of membership except that such Associate Member shall not be entitled to any rights of voting or to be elected to any office or position. Any such Associate Member, subsequently ceasing to operate such an orchard or in the alternative, ceasing to pay such fees, annually, as are prescribed by the Association, if any, shall thereupon cease to be an Associate Member of the Association. Associate Membership Any person that is not capable of producing at least $2,000 worth of tree fruits in any one year, who has been approved by the Association, and who has paid such fees, annually, as are prescribed by the Association, if any, shall be deemed to be an Associate Member of the Association. Associate Members may be (i) retired members, (ii) persons not producing tree fruits, and (iii) businesses supplying goods or services to the tree fruit sector. Associate members shall be entitled to all of the privileges of membership except that such Associate Member shall not be entitled to any rights of voting or to hold any office or position nominated and elected at such Annual Meetings. Any such Associate Member, subsequently ceasing to pay such fees, annually, as are prescribed by the Association, if any, shall thereupon cease to be an Associate Member of the Association. To amend the bylaws of the BCFGA replacing the wording in section 3. (b) (see current wording above) with the wording (see proposed wording above). 5. Change the minimum annual sales requirement for Full Membership - staff recommended 3ai To make the definition of Associate membership match with current practice. In the existing bylaws, an associate member is a tree fruit grower who annually sells less than the amount set in 3 (a) is currently set at $2,000 sales per year. Increasing this amount will better conform with the commercial farm nature fo the organization and its constitution, but this needs to be If approved at the November 2017 Special General Meeting, the changes would be implemented for the next calendar year, starting January 1, Page 5

6 balanced with any potential loss of smaller farms as members of the BCFGA. Three options are presented for consideration. 1. status quo - does not change to a minimum commercial level of membership, but also does not risk the loss of any members. 2. Increase the minimum annual sales requirement from $2,000 to $10,000 per year. This option will possibly disqualify 1 grower from Full Membership (revenue estimate is based on acreage, not actual results. Growers self-declare whether they meet the minimum revenue requirement). Any growers impacted could retain Associate Membership. 3. Increase the minimum annual sales requirement from $2,000 to $20,000 per year. This option will possibly disqualify 4-10 growers (1-2% of members) from Full Membership. Impact on fee revenue is lower than 1-2%, since smaller acreages pay a relatively lower fee. The minimum revenue level has not been modified or updated for several decades. The current minimum revenue level conflicts with BCFGA proposals to government to increase the minimum annual sales requirement for Class 9 Property Tax Classification to be higher than current levels: $10,000 if less than 2 acres $2,500 if 2-10 acres Page 6

7 $2, % of farmland value in excess of 10 acres 6. Introduce multi-year terms for Executive Members - recommended by Member Services Committee and Executive 21(b). To change terms from 1 year with no maximum number of terms, to 2 years with a maximum of 3 terms per position. Half the Executive would be elected each year, rather than all of the Executive being elected each year. If approved at the November 2017 Special General Meeting, the changes would be implemented at the 2018 Annual Convention, with 2018 a transitional year where some executive are elected for 1 year, and the remainder for 2 year terms. Wording The current wording of section 21(b) specifies how each executive position is elected at the Annual Convention, implying but not stating that the terms are from one Annual Convention to the next Annual Convention. To introduce a section on executive terms as the first sub-section in 21, as follows: 21(a) (i) Subject to the nomination and election procedures for the Executive set out in the bylaws, beginning with 2019, the executive term for each executive position inclusive of President and Vice-President shall be for 2 years. An incumbent executive member may be re-elected to the same position however an individual may only serve a maximum of 3 consecutive terms in the same position. The schedule for election is, - for Annual Conventions held in even-numbered years: the President, 1 of 3 North District executive positions, and 2 of 3 South District executive positions - for Annual Conventions held in odd-numbered years: the Vice- President, 2 of 3 North District executives positions, and 1 of 3 South District executive positions, and (ii)transitional provision: The two year terms will be effective on the following dates: Page 7

8 -2018 Annual General Meeting election of President, one Executive for the North District (chosen from among the three incumbents North District executives by a random draw held at the 2017 North Region Annual Meeting), and 2 Executives for the South District (chosen from among the three incumbents South District executives by a random draw held at the 2017 South Region Annual Meeting) Annual General Meeting - Vice President, the remaining Executive elected for the North and the South Districts; To add after the section 21 heading a new section 21(a) with the wording (see proposed wording above) and that the points following be renumbered. Page 8

9 7. Change the wording Executive to Board of Directors - recommended by Executive 21, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33 To change the wording Executive to Board of Directors. Over time, the BCFGA has moved from a delegate-based organization (with the exception of approval of bylaws and election of District Council Executives) to a member-based organization. As such, the terminology Board of Directors, as used in all other BC agriculture associations, is appropriate. If approved at the November 2017 Special General Meeting, the changes would be effective immediately. Wording Executive refers to the position of President, Vice-President and 6 positions elected by the Northern District and Southern District. Board of Directors refer to the position of President, Vice-President and 6 positions elected by the Northern District and Southern District. To amend the bylaws of the BCFGA in its entirety by replacing the word Executive to Board of Directors. Page 9

10 8. Allow Family members to participate in the BCFGA - recommended by Member Services Committee and Executive 1, 2. (also refer to sections 17d and 17f.) To allow family members to be the representative of a sole proprietorship for purposes of participating in the BCFGA. The purpose of the change is to encourage participation and development of the next generation, conditional upon agreement of the owner. If the bylaw change is considered and approved prior to the Regional Meetings then parents, sons, daughters, and spouses who do not hold on ownership position in the orchard operation could be elected as delegates at the November 2017 Regional Meetings, and could be nominated and elected to the Executive at the 2018 Annual Convention. Wording Full membership- Any grower who operates an orchard. Full membership- Any grower or a close family member of the grower who operates an orchard. And to add the definitions (vi) Close family member means the daughter, son, daughter-in-law, son-in-law, mother, father or spouse of a person. (vii) Grower means a person engaged in the operation at an orchard, and in the case of a person or proprietorship includes close family members of the grower. To amend the bylaws of the BCFGA by replacing the wording in section 2(a) (see current wording above) with the wording (see proposed wording above) and to add definitions proposed above and that the following points following 1(c) (v) be re-numbered accordingly. Page 10

11 9. Renumbering and Consolidation of the Bylaws - housekeeping - Authorize renumbering of the sections in the consolidation of the changes approved at the Special General Meeting and allow consequent renumbering of the sections. If approved at the November 2017 Special General Meeting, then the newly consolidated bylaws would be completed and posted on the BCFGA website and sent to the Registrar by November 23, 2017, one week prior to the Regional Annual meetings which allows for any new procedures to be put in place in time for the Regional Annual Meetings and the Annual Convention. : To authorize the renumbering of the sections in the consolidation of the changes approved at the Special General Meeting. Page 11