ESS | FWCM ANNUAL GENERAL MEETING 2024

NOTE: proposed changes to the Bylaws and Articles of Association are in bold.

• Receiving the report of the Chair of the Board of Directors
• Receiving the Executive report
• Receiving the Artistic report
• Receiving the audited financial statements for the fiscal year ended June 30, 2024, and the auditors’ report thereon
• Appointing an auditor for the ensuing year
• Receiving the report of the Nominating Committee and electing a Board of Directors for the ensuing year
• Proposed Special Resolution regarding Amendments to the ESS Bylaws:
  
  8.  A Member may withdraw from membership in the Society or resign their his or her membership in the Society at any time upon notice in writing to the Directors, but such resigning Member shall not be entitled on withdrawal or resignation to a refund of any fee, donation or contribution which the Member may have paid to the Society.  Any Member may be expelled from Membership for any cause which the Society may deem reasonable on a majority vote of all Members of the Society in good standing.
  
  31.  A Director may be reappointed for additional and successive terms provided that they do he or she does not serve as a Director for any continuous term exceeding nine (9) years, except that: (a) a Director acting as the Chair, or a Director whom the Board wishes to appoint as Chair, may be re-appointed for up to two (2) additional years in order to permit the Chair to complete the term contemplated by Bylaw 62, provided that they he or she shall immediately cease to be a Director if for any reason they cease he or she ceases to be the Chair during such additional period; and (b) a Director with subject matter expertise of benefit to any ongoing initiative or project whom the Board wishes to appoint to permit the Director’s involvement in the ongoing initiative or project may be re-appointed for up to two (2) additional years, provided that they shall immediately cease to be a Director if their involvement in the ongoing initiative or project is no longer required.
  
  34.  A Director may resign from his or her office upon delivering to the Society a notice in writing of their his or her intention so to do and such resignation shall take effect upon the effective date stated in such notice.
  
  36. A Director may be removed from his or her office as a Director at any time if all Directors then holding office (except the Director to be removed) vote in favor of their his or her removal, or if the Members resolve to remove such Director by Special Resolution.
  
  37.  Notwithstanding anything contained in these Bylaws, any act done in good faith by a Director who is removed from, or ceases to hold, office shall be valid unless such Director has resigned or was given actual notice of their his or her removal prior to the doing of such act.
  
  53.  If, but only if, a Director has disclosed their his interest in accordance with Bylaw 54 hereof, such Director, and any entity in which such Director (or the Director’s family member his or her spouse or child) has any direct or indirect interest, may contract with the Society on any terms and conditions whatsoever and no such contract shall be void or void able, or be subject to any constructive or resulting trust, nor shall such Director be subject to any constructive or resulting trust or duty to account, by reason only of his position as a Director of the Society or by reason of any other conflict between his interests as Director, and their his position with respect to such contract.
  
  54.  A Director shall disclose to each of the other Directors any interest they he or she (or the Director’s family member his or her spouse or child) has, or may have, or proposes to have, whether direct or indirect, in any contract or arrangement proposed with the Symphony if such Director be then so interested or if it is reasonably foreseeable that the Director he or she will become so interested.
  
  55.  A Director shall not vote in respect of any contract, trust, or arrangement in which they he or she, (or the Director’s family member) or his or her spouse or child is interested either financially or by reason of any other familial or fiduciary office or relationship.
  
  56. A Director shall not be in breach of any fiduciary or other duty to the Society or be subject to any constructive or resulting trust, duty to account or liability by reason only of the fact that:
   (a)  they are he or she is also a director of the Winspear;
  
   (b)  they make he or she makes use of information or business opportunities obtained or acquired by such person in his position as a director of the Society, for the benefit of the Winspear,
  
   (c)  they vote he or she votes in favor of a resolution, which favors the interests of the Winspear over those of the Society or by reason of any other actual or perceived conflict between their his or her said positions as directors of both the Society and the Winspear.
  
  60. Without limitation to Bylaw 59, for purposes of determining the presence of a quorum at an Exclusive Meeting, a Conflicted Director shall be counted as though they he or she were present.
  
  62. The Chair of the Board:
   (b)  may be reappointed for one (1) additional one (1) year term, provided that they do he or she does not serve as a Chair of the Board for any continuous term exceeding three (3) years;
  
   (g)  shall have such other powers and duties as are called for by the terms of their his or her engagement or as the Board may specify.
  
  63. A Vice-Chair, if appointed at the discretion of the Board, shall;
   (b)  have such other powers and duties as are called for by the terms of their his or her engagement or as the Board may specify.
  
  64. A Secretary shall, or shall cause a delegate to:
   (g)  have such other powers and duties as are called for by the terms of their his or her engagement or as the Board may specify.
  
  65. A Treasurer shall, or shall cause a delegate to:
   (e)  have such other powers and duties as are called for by the terms of their his or her engagement or as the Board may specify.
  
  75. The chair of any meeting of Members or Directors or of any committee shall conduct the meeting in such manner as the chair he or she, acting reasonably, deems most appropriate for the fair and efficient conduct of the meeting and for the fair and open discussion on any matters before it, without obligation to strictly follow any particular rules of order. The chair of the meeting, including adjournment, or the expulsion of any person or persons who disrupt or threaten to disrupt the meeting, as the chair, acting reasonably, deems most appropriate to preserve good order.
  
  76. Each and every Member, Director, and Officer of the Society, and each committee member appointed hereunder (collectively the “Indemnified Parties”) shall be deemed to have assumed office or taken such position on the express condition (whether they were aware of this Bylaw or not) that every such Indemnified Party (and their respective estates) shall at all times be indemnified and saved harmless out of the assets of the Society against all costs (including legal costs on a solicitor and his or her own client basis), charges and expenses including any amount paid to settle an action or satisfy a judgment which such Indemnified Party sustains or incurs in any civil, criminal or administrative action or proceeding which is brought or prosecuted against such Indemnified Party in respect of any act or matter done or permitted by such Indemnified Party to be done in the execution of the duties of the office of such Indemnified Party, and also all costs, charges and expenses which such Indemnified Party may sustain or incur in relation to the affairs of the Society, provided such Indemnified Party acted honestly and in good faith with a view to the best interests of the Society and such Indemnified Party had reasonable grounds for believing that the conduct was lawful. Without limiting the foregoing, the Society shall pay and be liable for all such costs, expenses and charges immediately upon demand by an Indemnified Party, and an Indemnified Party shall not be obliged to first pay any such costs, expenses, or charges and then seek reimbursement for the same from the Society.
  
  Motion: “THAT the members of the Edmonton Symphony Society approve the amendments to the ESS Bylaws as presented.”
  
  
• Proposed Special Resolution regarding Amendments to the FWCM Articles of Association:
  
  

  28. The Board of Directors shall consist of not less than five (5) members, all as appointed by the Board of the Society on the recommendation of the Nominating Committee of the Society.

  29. The terms of the Directors  Board members shall be for one (1), two (2) or three (3) years.

  30. A Director Board member may be reappointed for additional and successive terms provided that the Director he or she does not serve as a Director  Board member for any continuous terms exceeding nine (9) years, except that: (a) a Director acting as the Chair, or a Director whom the Board wishes to appoint as Chair, may be re-appointed for up to two (2) additional years in order to permit the Chair to complete the term contemplated by Article 56 Bylaw 62, provided that they he or she shall immediately cease to be a Director if for any reason they cease he or she ceases to be the Chair during such additional period; and (b) a Director with subject matter expertise of benefit to any ongoing initiative or project whom the Board wishes to appoint to permit the Director’s involvement in the ongoing initiative or project may be re-appointed for up to two (2) additional years, provided that they shall immediately cease to be a Director if their involvement in the ongoing initiative or project is no longer required.

  31. A Director may resign from his or her office upon delivery to the Winspear Centre a notice in writing of their his or her intention so to do and such resignation shall take effect upon the effective date stated in such notice.

  33.  Notwithstanding anything contained in these Articles, any act done in good faith by a Director who is removed from, or ceases to hold office shall be valid unless such Director has resigned or was given actual notice of their his or her removal prior to the doing of such act.

  47. If, but only if, a Director has disclosed an his interest in accordance with Article 48 hereof, such Director, and any entity in which such Director (or the Director’s family member his or her spouse or child) has any direct or indirect interest, may contract with the Winspear Centre on any terms and conditions whatsoever and no such contract shall be void or voidable, or be subject to any constructive or resulting trust, nor shall such Director be subject to any constructive or resulting trust or duty to account, by reason only of their his position as Director of the Winspear Centre, or by reason of any other conflict between their his interests as Director, and their his position with respect to such contract.

  48. A Director shall disclose to each of the other Directors any interest they he or she (or the Director’s family member his or her spouse or child) haves, or may have, or proposes to have, whether direct or indirect, in any contract or arrangement proposed with the Winspear Centre if such Director be then so interested or if it is reasonable foreseeable that the Director he or she will become so interested.

  49. A Director shall not vote in respect of any contract, trust, or arrangement in which they he or she (or the Director’s family member his or her spouse or child) is interested (either financially or by reason of any other familial or fiduciary office or relationship) and if the Director he or she does so their his or her vote shall not be counted, except in the following cases:

  50. A Director shall not be in breach of any fiduciary or other duty to the Winspear Centre or be subject to any constructive or resulting trust, duty to account or liability by reason only of the fact that:
   a)  they are he or she is also a director of the Society;

   b)  they make he or she makes use of information or business opportunities obtained or acquired by such person in the his position as a director of the Society, for the benefit of the Society;

   c)  they vote he or she votes in favour of a resolution which favours the interests of the Society over those of the Winspear Centre;

  51. A Director (the “Conflicted Director”) shall, at the request of any other Director, be excluded from any meeting (an “Exclusive Meeting”) of Directors, or any committee thereof, at which there is to be discussed, or resolutions proposed, pertaining to:
   b) (i)  the Conflicted Director, or the Conflicted Director’s family member spouse or child; or

    (ii)  any other person or entity in which the Conflicted Director or the Conflicted Director’s family member spouse or child  is interested (either financially or by reason of any other familial or fiduciary office or relationship);

   c)  any existing or proposed litigation or other legal proceeding in which it is reasonable to suppose that the Winspear Centre and the Conflicted Director or such Director’s family member spouse or child would be adverse in interest; or

   d)  any other right, option, contract or entitlement of the Winspear Centre with or against the Conflicted Director or the Conflicted Director’s family member spouse or child or in which either of them have an interest (either financially or by reason of any other familial or fiduciary office or relationship).

  54. Without limitation to Article 53, for purposes of determining the presence of a quorum at an Exclusive Meeting, a Conflicted Director shall be counted as though the Conflicted Director he or she were present.

  56. The Chair of the Board shall be appointed for a two (2) year term and may be reappointed for one (1) additional one (1) year term term, provided that they do he or she does not serve as a Chair of the Board for any continuous term exceeding three (3) years.  The Chair of the Board shall preside at all meetings of the Board when present, shall preside at all meetings of the Members when present and generally shall perform such other duties as the Board, by Resolution, may determine from time to time.

  58. A recording secretary shall be appointed to attend all meetings of the Directors and all meetings of the Members and record all the proceedings of the meetings of the Winspear Centre and of the Directors in a book to be kept for that purpose and shall perform like duties for any standing committees established by the Winspear Centre when required.  The recording secretary He or she shall give, or cause to be given, notice of all meetings of the Members and of the Directors, and shall perform such other duties as may be prescribed by the Directors.  The recording secretary Secretary shall have, or provide for, custody of the corporate seal of the Winspear Centre and, in addition to such other persons as may be authorized, shall have authority to affix the same to any instrument requiring it and when affixed, it may be attested by the recording secretary’s his signature.

  63. The chair of any meetings of Members or Directors or of any committee thereof shall conduct the meeting in such manner as the chair he or she, acting reasonably, deems most appropriate for the fair and efficient conduct of the meeting and for fair and open discussion on any matters before it, without obligation to strictly follow any particular Rules of Order.  The chair of the meeting may make such determinations and decisions concerning the conduct of the meeting, including adjournment, or the expulsion of any person or person who disrupts or threatens to disrupt the meeting, as the chair, acting reasonably, deems most appropriate to preserve good order.

  74. The address for service of notice on a Member or Director shall be the mailing address, t or electronic mail address supplied by such Member or Director to the Winspear Centre for the giving of notices, and if no such address has been given by such Member or Director to the Winspear Centre, then at the last such address known to the person giving the notice. A Member or Director may change the address for service of notices by giving written notice of such change to the Chair of the Board or the Secretary.

  Motion: “THAT the members of the Francis Winspear Centre for Music approve the amendments to the FWCM Articles of Association as presented.”

• Conducting any other business, which may come properly before the meeting