Islands Trust Conservancy Meeting Bylaw No. 2

Page 1 View PDF page

ISLANDS TRUST CONSERVANCY

BYLAW NO. 2

A Bylaw to Regulate the Meetings of the Islands Trust Conservancy Board and Committees of the Islands Trust Conservancy Board

Adopted July 16, 2019

THIS BYLAW IS CONSOLIDATED FOR CONVENIENCE ONLY AND IS NOT TO BE CONSTRUED AS A LEGAL DOCUMENT This copy is consolidated for convenience only and is amended by the following: Bylaw No. Amendment No. Adoption Date Bylaw No. 2 Amendment No. 1/22 February 8, 2022

Page 2 View PDF page

TABLE OF CONTENTS

PART 1 - INTERPRETATION ............................................................................................................. 1 Definitions.................................................................................................................................... 1 Incorporation of Act’s Definitions ............................................................................................... 2 Interpretation of Bylaw ............................................................................................................... 2 Application of Rules of Procedure ............................................................................................... 2 Severability .................................................................................................................................. 2 Citing this Bylaw .......................................................................................................................... 2 PART 2 – REGULAR MEETINGS ....................................................................................................... 2 Schedule and Notice of Regular Meetings .................................................................................. 3 Quorum........................................................................................................................................ 3 Postponement if no Quorum....................................................................................................... 3 PART 3 - SPECIAL MEETINGS .......................................................................................................... 3 Calling a Special Meeting ............................................................................................................. 3 Postponement if no Quorum....................................................................................................... 4 PART 4 - OTHER MATTERS REGARDING MEETINGS ...................................................................... 4 Recessing and Reconvening a Meeting ....................................................................................... 4 Cancellation of Regular Meetings................................................................................................ 4 Cancellation of Special Meetings................................................................................................. 4 PART 5 - PROCEDURE FOR BOARD MEETINGS .............................................................................. 4 Chair to Open Meetings............................................................................................................... 4 Appointment of Acting Chair ....................................................................................................... 4 Regular Meeting Agenda ............................................................................................................. 5 Special Meeting Agenda .............................................................................................................. 5 Addition of Agenda Items ............................................................................................................ 5 Notice to Secretary of Petitions and Delegations ....................................................................... 5 Correspondence .......................................................................................................................... 6 Time Allowed for Petitions and Delegations ............................................................................... 6 Confidential Resolutions Without Meeting ................................................................................. 6 Minutes ........................................................................................................................................ 6 Inspection and Copying of Board Approved Minutes ................................................................. 6 PART 6 - RULES OF CONDUCT ........................................................................................................ 7 Recognition of Speakers .............................................................................................................. 7 Rules Regarding Trustees When Speaking .................................................................................. 7

Page 3 View PDF page

Enquiries by Guests of the Board and Members of the Public Attending the Meeting ............. 7 PART 7 - POINTS OF ORDER AND PRIVILEGE ................................................................................. 7 No Interruption of Speaker or Meetings ..................................................................................... 7 Chair to Keep Order ..................................................................................................................... 7 Chair to Give Basis for Rulings ..................................................................................................... 7 Appeal to the Board on Point of Order ....................................................................................... 8 Points of Privilege ........................................................................................................................ 8 Robert's Rules of Order Apply ..................................................................................................... 8 PART 8 - RESOLUTIONS .................................................................................................................. 8 Resolutions and Bylaws ............................................................................................................... 8 Effect of Question Under Consideration ..................................................................................... 8 Motion to Table ........................................................................................................................... 9 Motion to Adjourn ....................................................................................................................... 9 Motion to Postpone a Question .................................................................................................. 9 Inadmissible Motion .................................................................................................................... 9 Recording and Reading of Motions ............................................................................................. 9 Amendment of Motions ............................................................................................................ 10 Effect of Motion to Amend ........................................................................................................ 10 Question to be Put After Debate ............................................................................................... 10 Voting by Show of Hands ........................................................................................................... 10 Recording of Votes .................................................................................................................... 10 Recording Abstentions .............................................................................................................. 11 Resolutions Without Meeting ................................................................................................... 11 PART 9 - PUBLIC ACCESS............................................................................................................... 11 Open to the Public ..................................................................................................................... 11 Public Notice .............................................................................................................................. 11 Part 10 – ELECTRONIC MEETINGS ................................................................................................ 11 PART 11 – COMMITTEE MEETINGS .............................................................................................. 13 Duties of Standing Committees ................................................................................................. 13 Duties of Select Committees and Advisory Committees ........................................................... 13 Schedule of Committee Meetings ............................................................................................. 13 Notice of Committee Meetings ................................................................................................. 13 Attendance at Committee Meetings ......................................................................................... 14 Minutes of Committee Meetings .............................................................................................. 14 Quorum...................................................................................................................................... 14 Conduct and Debate .................................................................................................................. 14 PART 12 – REPEAL......................................................................................................................... 15

Page 4 View PDF page

ISLANDS TRUST CONSERVANCY

BYLAW NO. 2

****************************************************************************** A Bylaw to Regulate the Meetings of the Islands Trust Conservancy Board and Committees of the Islands Trust Conservancy Board ******************************************************************************

The Islands Trust Conservancy, having jurisdiction in respect of the Trust Area in the Province of British Columbia pursuant to the Islands Trust Act, enacts as follows:

PART 1 - INTERPRETATION

Definitions

1.1 In this bylaw

"Act" means the Islands Trust Act;

"Board" means the board of trustees constituted as the Islands Trust Conservancy Board as provided in Part 6 of the Act;

"Chair" means the Chair of the Islands Trust Conservancy Board;

“Committee” means a standing, advisory, select or other committee of the Board and includes sub-committees;

“Committee Chair” means the Chair of a Committee;

“Delegation” means an individual or group which appears before the Board to make a presentation, submit a petition or request for action, or bring the Board up-to-date on a project, new idea or information, or concept, on a topic which falls within the jurisdiction or activities of the Board or one of its Committees;

"improper conduct" includes conduct which obstructs the deliberations of the Board, or statements considered by the Chair or person presiding as defamatory or profane;

"meeting" means the assembly of trustees as duly constituted under Parts 2 and 3 and called to order by the Chair in accordance with Part 6;

"point of order" means an interruption of the debate or proceedings, during a meeting of the Board, with an inquiry whether something being said or done is in or out of order according to a statute, this bylaw or rules referred to in this bylaw;

1

Page 5 View PDF page

"point of privilege" means an interruption of the debate or proceedings, during a meeting of the Board, with an inquiry respecting privilege under Section 7.5 of this bylaw or under the rules of order referred to in Section 7.6 of this bylaw;

"quorum" means at least one half of the members of the Board;

"resolution without meeting" means an Islands Trust Conservancy Board resolution passed in accordance with the Islands Trust Special Voting Regulation;

"Secretary" means the Islands Trust employee appointed and acting as Secretary to the Board or Committee and includes, for the purposes of the provisions of this bylaw dealing with minutes, an employee designated by the Secretary for that purpose;

“trustee’s address” means the address given to the Secretary by each trustee and includes an email address; and

“Vice-Chair” means the Vice-Chair of the Islands Trust Conservancy Board.

Incorporation of Act’s Definitions

1.2 Any term defined in the Act and used in this bylaw has the meaning given to it in the Act as of the date of adoption of this bylaw.

Interpretation of Bylaw

1.3 Nothing in this bylaw, and no failure to comply with this bylaw, affects the validity of an act of the Board.

Application of Rules of Procedure

1.4 The provisions of this bylaw govern the proceedings of the Board and of all committees, as applicable.

Severability

1.5 If any section or lesser portion of this bylaw is held invalid by a Court of competent jurisdiction, the invalid portion shall be severed from the bylaw without affecting the validity of the remainder.

Citing this Bylaw

1.6 This bylaw is cited as “Islands Trust Conservancy Meeting Procedures Bylaw, 2019”.

PART 2 – REGULAR MEETINGS

2

Page 6 View PDF page

Schedule and Notice of Regular Meetings

2.1 The first regular meeting of the Board of each calendar year shall be held in January or February.

2.2 At the last meeting of each calendar year, the Board shall establish the schedule of the date, time and place of regular Board meetings for the following calendar year, scheduling six meetings spread evenly over the year (e.g. January, March, May, July, September, and November), of which there shall be at least one in-person meeting.

2.3 The meeting schedule and any revision to the schedule shall be posted at the places specified in Part 9 of this bylaw.

Quorum

2.4 Once the meeting is called to order, the Chair is responsible to ensure a quorum is maintained for the purposes of conducting the meeting.

Postponement if no Quorum

2.5 If there is no quorum of trustees at the meeting within one hour of the time set for the beginning of the meeting:

(a) the regular meeting is cancelled;

(b) all business on the agenda for that regular meeting is cancelled; and

(c) all business on the agenda for that regular meeting must be dealt with at the next regular meeting or a special meeting.

PART 3 - SPECIAL MEETINGS

Calling a Special Meeting

3.1 (a) The Chair, or two trustees, may direct the Secretary to conduct a vote by resolution without meeting, for the purposes of the Board calling a special meeting. Within seven (7) days, the Secretary shall conduct a vote on whether the Board should hold a special meeting for a specified purpose at a specified time and place.

(b) The Board may also by resolution at a regular or special meeting or by resolution without meeting call a Special Meeting.

(c) In the event the resolution referred to in Section 3.1(a) or (b) is passed by a majority of trustees, the Secretary shall give notice of the special meeting to 3

Page 7 View PDF page

every trustee in writing at the place to which the trustee has directed that notices be sent, and to the public by posting a copy of the notice at places specified in Section 9, at least 48 hours before the time of the meeting. The notice will indicate the day, hour, place and in general terms the purpose of the special meeting.

Postponement if no Quorum

3.2 Section 2.4 applies to special meetings.

PART 4 - OTHER MATTERS REGARDING MEETINGS

Recessing and Reconvening a Meeting

4.1 The Board may by resolution adjourn any special or regular meeting for purposes of reconvening on a date and at a time and location specified in the resolution.

Cancellation of Regular Meetings

4.2 The Board may by resolution at a regular or special meeting or by resolution without meeting cancel any regular meeting by causing the Secretary to provide:

a) written notice to trustees confirming cancellation of the meeting 48 hours before the scheduled start of the meeting, using procedures stated in Section 3.1 (b); and

b) public notice of the cancellation of the regular meeting by posting notice of the cancellation at the regular meeting location and the places specified in Part 9 of this bylaw.

Cancellation of Special Meetings

4.3 The Chair and/or any two Trustees may request a cancellation of a special meeting of the Board following the procedures outlined in Section 4.2.

PART 5 - PROCEDURE FOR BOARD MEETINGS

Chair to Open Meetings

5.1 If there is a quorum of the Board, the Chair must call the meeting to order. If there is a quorum of the Board but the Chair is not present within 15 minutes of the scheduled meeting starting time, the Vice Chair must take the chair and call the meeting to order.

Appointment of Acting Chair

4

Page 8 View PDF page

5.2 If there is a quorum of the Board but neither the Chair nor the Vice Chair is present within 15 minutes of the scheduled meeting starting time, the Islands Trust Conservancy Manager must call the meeting to order and by resolution, the Board must appoint a trustee to act as Chair for that meeting until the Chair or Vice Chair arrives. The Acting Chair of a meeting has the powers and duties of the Chair in respect of that meeting until the Chair arrives.

Regular Meeting Agenda

5.3 The Board may by resolution adopt a standard agenda format.

5.4 The Secretary must prepare an agenda for each regular meeting, which must:

(a) be consistent with any standard agenda format as determined in Section 5.3;

(b) state the general nature of each business item to be dealt with at the regular meeting; and

(c) be provided to each trustee electronically at least seven (7) days before the scheduled meeting date.

5.5 Any trustee or the Islands Trust Conservancy Manager may propose an item of business for the agenda of a regular meeting by giving written notice of the item, in reasonable detail, to the Secretary three (3) weeks prior to the meeting, for agenda consideration by the Chair.

Special Meeting Agenda

5.6 The Chair shall provide the trustees with an agenda stating the specific items of business to be considered at a special meeting.

Addition of Agenda Items

5.7 The Board may by resolution place urgent items on the agenda at the beginning of the meeting during agenda adoption.

Notice to Secretary of Petitions and Delegations

5.8 A person who wishes to present a petition to, or a delegation who wants to appear before the Board at a regular meeting of the Board shall, at least three weeks prior to the meeting, deliver the request in writing to the Secretary. The request shall include the name of each petitioner with his or her residential address and the subject of the petition or delegation.

5.9 At the discretion of the Chair, the petitioner or delegation may be given a space on the agenda. 5

Page 9 View PDF page

5.10 No petition may be presented to, nor delegation appear before the Board unless Section 5.8 and 5.9 has been complied with unless otherwise agreed to by resolution of the Board at the meeting.

Correspondence

5.11 Anyone who wishes correspondence to be considered at a meeting of Board shall, at least three weeks prior to the meeting, deliver the correspondence to the Secretary. At the discretion of the Chair, the correspondence shall be attached to the agenda or where it deems it appropriate, the correspondence shall be identified on the agenda and copies made available to trustees who request it at the meeting.

Time Allowed for Petitions and Delegations

5.12 The maximum time for presentation of a petition or appearance of a delegation before the Board is ten (10) minutes unless otherwise approved by resolution of the Board at the meeting.

Confidential Resolutions Without Meeting

5.13 The Chair may direct the Secretary to conduct a resolution without meeting in a confidential manner where the matter to be considered comes within the scope of s.90 of the Community Charter, and to record the resolution without meeting in a minute book to which the public may not have access.

Minutes

5.14 The Secretary shall keep legible minutes of every regular and special meeting of the Board and shall record any declarations made in relation to a conflict of interest and any resolutions closing a meeting to the public.

5.15 The minutes of every meeting must be adopted by resolution of Board. If each trustee has received a copy of the minutes of a meeting, those minutes may be adopted by resolution of the Board. Any changes to the minutes as stipulated by a Board resolution must first be made by the Secretary before adoption. All approved Board minutes shall be distributed to all Trustees.

Inspection and Copying of Board Approved Minutes

5.16 The minutes for every Board meeting are open for inspection by any person. Any person may make copies of minutes at reasonable times. This Section does not apply to a meeting from which the public has been excluded or a resolution without meeting that has been recorded in the manner specified in Section 5.13.

6

Page 10 View PDF page

PART 6 - RULES OF CONDUCT

Recognition of Speakers

6.1 A trustee may speak in a meeting after the trustee has raised his or her hand and the Chair has recognized the trustee. If two or more trustees wish to speak, the Chair may designate the order in which each is to speak. If the Chair wishes to speak in a meeting, the Chair need only address the meeting.

Rules Regarding Trustees When Speaking

6.2 Except as otherwise resolved by the Board, a trustee may:

(a) speak only to a matter being debated by the Board;

(b) speak only to a motion that has been moved and seconded;

(c) not speak to a matter already resolved by the Board and;

(d) not speak when called to order by the Chair.

Enquiries by Guests of the Board and Members of the Public Attending the Meeting

6.3 At the discretion of the Chair, or by resolution of Board, any person attending a meeting may address the Board to enquire about any item of business on the agenda in the manner set out in Section 6.2.

PART 7 - POINTS OF ORDER AND PRIVILEGE

No Interruption of Speaker or Meetings

7.1 No trustee may interrupt another trustee who is speaking except to raise a point of order.

Chair to Keep Order

7.2 The Chair is to preserve order at every meeting of the Board and has the power to make such rulings as are necessary to do so, including the power to rule on all points of order and expel a trustee for improper conduct.

Chair to Give Basis for Rulings

7.3 At the time any ruling is made by the Chair on a point of order, the Chair must inform the Board of the ground upon which the ruling is made.

7

Page 11 View PDF page

Appeal to the Board on Point of Order

7.4 A trustee may appeal any ruling of the Chair on a point of order to the Board. The Chair must put to the Board the question "Should the ruling of the Chair be sustained?”. The question must be put to the meeting at once by the Chair and the question must be immediately voted upon by the Board without debate. If the votes for and against the question are equal, the Chair is sustained. The Chair is governed by the vote of the trustees on the question.

Points of Privilege

7.5 A trustee may:

(a) require that a motion being debated be read for the trustee's information, but may not interrupt another trustee who is speaking unless that other trustee consents;

(b) require the Chair to state the reasons for the Chair's ruling on a point of order, which the Chair must do at once without debate; and

(c) put a question to the Chair regarding any matter connected to the affairs of the Board, which the Chair may require be put in writing.

Robert's Rules of Order Apply

7.6 All matters of order or privilege not provided for in this bylaw are governed by the rules in the current edition of Robert's Rules of Order.

PART 8 - RESOLUTIONS

Resolutions and Bylaws

8.1 (a) Resolutions may be passed on a motion moved by a trustee and seconded by another trustee.

(b) Resolutions for consideration at a Board meeting must be received in writing by the Secretary for consideration by the Board.

Effect of Question Under Consideration

8.2 When a question is under consideration, no motion may be made except a motion to:

(a) call the question;

(b) postpone the question indefinitely; 8

Page 12 View PDF page

(c) table or postpone the question for a specified time;

(d) amend the question;

(e) refer the question to a committee;

(f) limit or extend debate on the question; or

(g) put a previous question to the vote.

Motion to Table

8.3 A trustee may make a motion to table a matter at any time unless a motion to adjourn has already been made. The Board may debate the motion to table, but may not debate the matter which is the subject of the motion to table.

Motion to Adjourn

8.4 A trustee may make a motion to adjourn a meeting at any time. The motion must be put to a vote at once without debate. If a motion to adjourn is defeated, no further motion to adjourn may be made unless some business or another matter intervenes between the defeat of the first motion to adjourn and the further motion.

Motion to Postpone a Question

8.5 A trustee may make a motion to postpone consideration of a question until later in the same meeting, to another meeting, or indefinitely. A motion to postpone until later in the same meeting must be put to a vote without debate. A motion to postpone until another meeting or indefinitely may be debated and, if that motion is passed, the question which is postponed may not be considered again during that meeting.

Inadmissible Motion

8.6 If the Chair or a trustee considers that a motion is contrary to a bylaw or the Act, the Chair must inform the Board at once and may refuse to put the question to a vote. The Chair must give reasons for any such refusal at once.

Recording and Reading of Motions

8.7 The Secretary must record in the minutes the text of every motion. After a motion has been recorded and seconded by another trustee, the Secretary, if requested by a trustee, must read the motion aloud to the meeting before the motion is debated or put to the vote by the Chair. A motion may not be withdrawn after it has been voted on by the Board at that meeting.

9

Page 13 View PDF page

Amendment of Motions

8.8 (a) A trustee may move to amend a motion being considered by the Board, but the amendment must be seconded before further consideration. That trustee may not move any further amendments to that motion. A trustee may move to amend an amendment already moved, but only one motion to amend an amendment may be made.

(b) No motion to amend a motion may be made if the amendment negates the motion which would be amended. If any trustee asserts that a proposed amendment to a motion would negate that motion, the Chair must at once rule whether that would be the case. That ruling may be appealed to the Board as a ruling on a point of order.

Effect of Motion to Amend

8.9 If a motion to amend a motion is:

(a) carried, the motion is to be voted on as amended; or

(b) defeated, the motion is to be voted on unamended.

8.10 A motion to amend must either be withdrawn, with the permission of the seconder, or voted on before the motion which would be amended may be voted on.

Question to be Put After Debate

8.11 The Chair must put every question to a vote immediately after debate on that question is closed. Where the votes of the trustees, including the vote of the chair or other person presiding, are equal for and against a question, the motion shall fail, and it shall be the duty of the Chair or other presiding person to so declare.

Voting by Show of Hands

8.12 Each trustee voting on a question must do so by raising his or her hand, or by yeas and nays if attending the meeting by phone/teleconference.

Recording of Votes

8.13 A trustee may require his or her vote on any question to be recorded by the Secretary. The Secretary in such case must record in the meeting minutes the name of the trustee and which way the trustee voted.

10

Page 14 View PDF page

Recording Abstentions

8.14 When a trustee abstains from voting on any question, he or she shall be regarded as having voted in the affirmative and at the request of the trustee abstaining, or the Chair, the abstention must be recorded in the minutes of the meeting. When a trustee leaves the meeting temporarily after declaring a conflict of interest, the trustee shall not be regarded as having abstained.

Resolutions Without Meeting

8.15 (a) Trustees moving or seconding a motion to be considered as a resolution without meeting shall inform the Chair, or in the absence of the Chair, a Vice Chair, in writing or by telephone.

(b) The Chair shall direct the Secretary to conduct the vote, which the Secretary or his/her delegate may then conduct in writing or by telephone by providing trustees with a copy of the resolution in accordance with Section 3.1 (d).

(c) The Secretary or his/her delegate shall record the results of the resolution without meeting vote.

PART 9 - PUBLIC ACCESS

Open to the Public

9.1 Regular and special meetings of the Board and Committees will be open to the public, and no person may be excluded except when the Board resolves to exclude members of the public in accordance with Section 90 of the Community Charter.

Public Notice

9.2 Notices of the meetings of the Board and of other Board business shall be posted at the Victoria office of the Islands Trust and on the Islands Trust website.

9.3 Where either a regular or a special meeting is conducted by means of electronic or other communications facilities under section 10.1 (a), the public meeting notice shall include notice of the way the meeting is to be conducted by means of electronic or other communications facilities and the place(s) where the public may attend to hear, or watch and hear, the part of the proceedings that is open to the public. The notice of regular meeting shall be given in accordance with Part 9 and the notice of special meeting shall be given in accordance with Section 3.1(c).

Part 10 – ELECTRONIC MEETINGS AND ELECTRONIC ATTENDANCE AT IN-PERSON MEETINGS

10.1 (a) Regular or special meetings of the Board may be conducted by means of electronic or other communication facilities if a majority of the members of the Board have agreed 11

Page 15 View PDF page

by resolution that the meeting may be conducted in this way and provided the Deputy Secretary has received sufficient notice and can make the necessary arrangements.

(b) An individual member of the Board or a Committee who is unable to attend at the physical location of an in-person regular or special meeting due to special circumstances may participate in the meeting by means of electronic or other communication facilities, provided the Secretary has received sufficient notice and can make the necessary arrangements.

(c) Board or Committee members who use electronic communication facilities to participate in a meeting conducted in accordance with this bylaw are deemed present at the meeting.

10.2 (a) A regular or special meeting of a Committee may be conducted entirely by means of electronic or other communication facilities if a majority of the members of the Committee have agreed by resolution that the meeting may be conducted in this way and provided the Secretary has received sufficient notice and can make the necessary arrangements.

(b) An individual Committee member who is unable to be at the physical location of an in-person regular or special committee meeting due to special circumstances may participate in the meeting by means of electronic or other communication facilities, provided the Secretary has received sufficient notice and can make the necessary arrangements.

(c) Committee members who use electronic communication facilities to participate in a meeting conducted in accordance with this bylaw are deemed present at the meeting. 10.3 (a) Where a Board or Committee member is participating in a meeting electronically, the facilities must enable all meeting participants to hear, or watch and hear, each other and must provide notice when participants join or leave the meeting.

(b) Where any meeting participant is participating in a meeting through electronic communication facilities, the facilities must enable the public to hear, or watch and hear, all meeting participants at a place specified in the meeting notice, unless the meeting has been properly closed to the public.

(c) For the duration of an electronic meeting that is open to the public, a designated staff member must attend at the place specified in the meeting notice for the public to hear or watch and hear the participants.

10.4 If communication is lost to one or more electronic participants during a meeting:

(a) the affected participants will attempt to reestablish the link and, in the interim, will be deemed to have left the meeting, and this will be recorded in the minutes;

12

Page 16 View PDF page

(b) if there is not a quorum, the Board Chair or person presiding will call a recess until the link is reestablished; and

(c) if, after 15 minutes, a link cannot be reestablished and there is not a quorum of the Board, the meeting will be deemed adjourned and the remaining items for discussion at the time of loss of communication will be added to the next Board meeting agenda.

10.5 The costs of electronic participation in a Board (or Committee) meeting will be borne by the Islands Trust if the trustee is participating from a location within Canada or has otherwise received the approval of the majority of the Islands Trust Conservancy Board.

PART 11 – COMMITTEE MEETINGS

Duties of Standing Committees

11.1 Standing committees of the Board must follow the terms of reference established for them by the Board in terms of membership and responsibilities.

Duties of Select Committees and Advisory Committees

11.2 Select and advisory committees must consider, inquire into, report and make recommendations to Council about the matter referred to them by the Board within the period specified by the Board.

Schedule of Committee Meetings

11.3 (a) At its first meeting after its establishment, and at least annually after that, a committee must establish a regular schedule of meetings, consistent with the terms of reference established by the Board.

(b)The Committee Chair may cancel a meeting, or may call a special meeting of the Committee in addition to the scheduled regular meetings, subject to approved budgets for meeting costs and staff resources.

Notice of Committee Meetings

11.4 (a) Subject to subsection (c), after a Committee has established the regular schedule of Committee meetings, including the times, dates and places of Committee meetings, notice of the schedule must be given by:

(i) posting a copy of the schedule at the Victoria office of the Islands Trust and on the Islands Trust website; and

(ii) providing a copy of the schedule to each member of the Committee.

13

Page 17 View PDF page

(b) Where either a regular or special Committee meeting is conducted entirely through electronic communication facilities under section 10.2(a), the meeting notice must include notice of the way the meeting is to be conducted and the place(s) where the public may attend to hear, or watch and hear, the part of the proceedings that is open to the public.

(c) Where revisions are necessary to the annual schedule of Committee meetings, the Secretary must, as soon as possible, post a notice at the Victoria office of the Islands Trust and on the Islands Trust website.

(d) The Committee Chair must cause a notice of the day, time and place of a meeting called under section 11.3(b) to be posted at the Victoria office of the Islands Trust and on the Islands Trust website and to be given to all members of the committee at least 10 days before the scheduled start of a Committee meeting.

(e) The Committee Chair must cause a notice of the day, time and place of a meeting cancelled under section 11.3(b) to be posted at the Victoria office of the Islands Trust and on the Islands Trust website and to be given to all members of the Committee at least 48 hours before the scheduled start of the meeting.

Attendance at Committee Meetings

11.5 Board members who are not members of a Committee may attend open meetings of a Committee, but may only attend closed meetings if permitted by resolution of the Committee.

Minutes of Committee Meetings

11.6 The Secretary shall keep legible minutes of every regular and special meeting of a Committee.

11.7 The Committee Chair or member presiding at the meeting must sign Committee minutes.

Quorum

11.8 The quorum of a Committee is half of all of its members.

Conduct and Debate

11.9 (a) The rules of Board procedure must be observed during Committee meetings, so far as is possible and unless otherwise provided in this bylaw.

(b) If Board members attend a meeting of a Committee of which they are not a member, they may participate in the discussion only with the permission of the majority of the Committee members present and must not vote on a question. 14

Page 18 View PDF page

PART 12 – REPEAL

12.1 Bylaw No. 1, being “Islands Trust Conservancy Meeting Procedures Bylaw, 2004” is repealed in its entirety.

READ A FIRST TIME THIS 21 DAY OF MAY, 2019

READ A SECOND TIME THIS 21 DAY OF MAY, 2019

READ A THIRD TIME THIS 21 DAY OF MAY, 2019

ADOPTED THIS 16 DAY OF JULY, 2019

________________________________ ____________________________ SECRETARY CHAIR

15