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CANADIANS CONNECTED 2022
CIRA’s symposium and annual general meeting
Thursday, September 15, 2022
12:30 p.m. ET.

AGM Guide

CIRA’S 2022 annual general meeting (AGM) will look a little different than the virtual event we’ve hosted over the past two years.  This year, we’re excited to return to a hybrid format where you can participate in the AGM virtually or in-person. To help prepare members for this change and raise awareness of the general procedures during the AGM, we have developed the following guide.

 

Here’s what’s included:

The purpose of an AGM

The role of members in an AGM

Attendee code of conduct

Rules and procedures during the AGM and how to guides

AGM terminology


 
 
 

Purpose of an AGM

The purpose of an AGM is to conduct certain business related to the operation of the organization, including:

• appoint the corporation’s auditors
• elect directors (CIRA’s election of directors starts at the AGM and runs for seven days)


AGMs may also include special business, such as by-law changes and member proposals, which varies from year to year.

 
 
 

Role of members

The role of a member in an AGM is critical. A quorum of members must be present for the AGM to proceed. CIRA’s By-Law No. 1 requires a quorum of at least 100 members for this year's AGM.

During this year’s hybrid AGM, only members attending the in-person may move and second motions that are presented. However, members attending in-person and virtually may ask questions or provide comments related to the motions and vote on the motions. 



 


Code of Conduct

All persons at the AGM must speak respectfully and with courtesy to one another.  Personal attacks and disrespectful comments will not be tolerated and will be ruled out of order.  Any person who, after warning by the Chair, engages in unruly behaviour or disrespectful language or conduct will be ejected from the AGM regardless of whether they’re attending virtually or in-person.
 


Important Rules and Procedures for this year’s AGM

At this year’s AGM, members will be presented with and will be asked to vote on the following motions:

motion to re-appoint CIRA’s auditors
motion to confirm By-law changes
motion arising from a member proposal

New motions dealing with substantive matters will not be permitted at the AGM as such motions must be provided to all members at least 30 days in advance of the AGM and within the prescribed deadline to allow members time to understand the details and purpose of the motion and to form a reasoned judgment on the business before casting their votes. 

However, members will be permitted to make a legitimate procedural motion or demand (e.g. a demand, point of privilege, point of procedure or point of order) during the AGM in accordance with the applicable Rules of Order under CIRA’s By-Law No. 1. Members who wish to do so must: 

If attending in-person:
• Raise hand and a microphone will be provided.

If attending by webcast:
• Use the call-in function by calling 1-888-886-7786 and indicate to the operator the procedural motion or demand. Validation of the member’s name, member ID or member email will be required. Once validated, the operator will indicate when the member has the go-ahead to speak. 

Members*, both virtual and in person, will have access to the webcast platform through their personal devices where they can vote, chat with other members, ask questions and upvote questions submitted by other members. To access the platform, members will receive a link via email that will direct them to sign in using the same login information that was used to register for the event. Further details on the webcast platform are shared throughout the remainder of this guide. 

*A reminder that as per CIRA’s Bylaws and the Canada Not-for-profit Corporations Act, in order to vote during this AGM, you must have been a CIRA member 21 days prior to the AGM and continue to be a member as of the day of the AGM.


Motions

Rules:
• Each motion will be addressed separately.
• Moving and seconding motions by members is required.
• Names of movers and seconders will be read aloud.
• New motions on substantive matters will not be permitted during the AGM.
• Members will be permitted to make legitimate procedural motions or demands (e.g. a demand, point of privilege, point of procedure or point of order.)
• For the motion arising from the Member Proposal, the Proposing Member will be recorded as having moved their motion, which will require a seconder. The Proposing Member will be given two minutes to speak to their motion. A CIRA representative will provide a two-minute statement regarding the member proposal motion.

How to move and second a motion:
Because of this year’s hybrid AGM format, only members attending in-person will be asked to move and second motions.

When asked for a mover, members attending in-person can:
• Raise their hand and staff will record their name as the official person on record to move the motion. The name of the mover will be read aloud.

When asked for a seconder, members attending in-person can:
• Raise their hand and staff will record their name as the official person on record to second the motion. The name of the seconder will be read aloud.


Questions related to motions

Rules:
• A maximum of seven minutes per motion is allocated to the question period.
• Members are limited to one question each to allow time for other members to participate.
• For virtual attendees, questions relating to the motion can be typed into the webcast platform to be read aloud based on Member up-votes. Members attending in-person may type the question into the webcast platform on their personal device.
• Questions are limited to 240 characters.
• Questions will be visible to and/or heard by all member attendees.
• Members can up-vote questions submitted by other members through the webcast platform.
• Questions submitted through the webcast platform will be read in the order of the highest ranked, up-voted questions.
• Questions must take the form of an actual question and must be limited to the motion being discussed*.
• Questions related to the member proposal may be directed to CIRA or the Proposing Member.
• Each response to a question will be limited to two minutes.


* For example, at the time of the motion to appoint the public accountant, questions and comments can only be related to the appointment of the auditor.
How to ask a question:
Members attending in-person and by webcast who wish to ask questions during the AGM can type their questions and up-vote typed questions from other members through the embedded question feature directly in the webcast platform.




Comments related to motions

Rules:
• A maximum of seven minutes per motion is allocated to the comment period.
• Members are limited to one comment each to allow time for other members to participate.
• Member attending virtually through the webcast can provide their comments live by using the call-in function by calling 1-888-886-7786 (as described below). This function will be open and available throughout the entire AGM proceedings.
• Members attending in-person can provide their comments verbally by raising their hand and a microphone will be provided.
• Comments will be limited to one minute per comment.
• Comments must take the form of a statement and must be limited to the motion being discussed.*
• Comments related to the member proposal may be directed to CIRA or the Proposing Member.
• The Proposing Member will be given one minute to provide a final comment.

* For example, at the time of the motion to appoint the auditor, comments can only be related to the appointment of the auditor.
How to provide a comment:
Members attending virtually who wish to provide comments during the AGM must:
• call: 1-888-886-7786
• validate their membership by providing their name, member ID or member email on record

Once validated, the operator will indicate when the member has the go-ahead to speak.


Members attending in-person who wish to provide comments during the AGM must:
• raise their hand and a microphone will be provided.

A member will be given one minute to provide their comment.

Voting

Rules:
• A vote will be called for each motion.
• Members attending in-person and by webcast can cast their vote through the webcast platform. Alternatively, members attending in-person without an electronic device can cast their vote through a show of the voting card provided at check-in.
• Members will have the following options:

      • Vote YES to support the motion;
      • Vote NO to oppose the motion; or
      • ABSTAIN to not provide a vote.

• The poll for each motion will be open for two minutes. A countdown will be provided.
• The results will be read aloud.
How to vote:
When a vote is called, members should see a window open on their screen with the motion and voting options. Members would then:

• select from the options provided
• review their selection
• submit their vote

Members attending in-person without an electronic device will be asked to raise their voting card to show either their support of the motion, opposition of the motion or to abstain from voting.



 
 
 

Terminology

Nathan & Goldfarb’s Company Meetings For Share Capital and Non-Share Capital Corporations: The rules CIRA follows for conducting meetings of members, as set out in the Bylaw.

Code of conduct: Rules agreed to by participants that outline the acceptable behaviour, norms and responsibilities when participating in a meeting. By virtue of attending CIRA’s AGM, attendees agree to abide by the code of conduct for the AGM. If an attendee contravenes the code of conduct, they may be ejected from the AGM.

Call-in function (webcast only): This function will allow members attending by webcast to provide comments live by calling 1-888-886-7786. Members who wish to use this call-in function will be required to provide either their name, member ID or member email as validation. Once validated, the member will be placed in a queue, and an operator will indicate when it is time for the member to speak.

Member ID: This is a number that is unique to each member. A member ID is available on each member’s profile page by logging in to their profile at member.cira.ca.

Member email: This is the email address associated with your membership and is used as your username to access the membership portal and to sign-in to the webcast

REGISTER

Join us virtually or
in-person

at the Infinity Convention Centre in Ottawa, on Thursday, September 15 at 12:30 p.m. ET.

Registration is required but free!

Quick links:

Read about important general procedures and protocols for this year's event and AGM.

AGM Guide
Code of conduct
Health protocols