Proposed Bylaw Amendments

The following bylaw amendments will be put forward as motions at the Annual Meeting on January 13th. Proposed changes are in bold and italics.

1. Add re-election clause for board members
   16. Election of Directors and term of office.The Directors’ term of office (subject to the provisions, if any, of the Articles) will start on the day they are elected or appointed and will be no longer than 3 consecutive years (until the annual meeting of Members held in the third year).Upon the completion of the first three-year term, a director may choose to nominate themselves for re-election. Re-election must be approved by at least 2/3 of the current board and then voted yes or no by the members at the annual general meeting, prior to voting upon other empty positions. If a director for re-election is voted 'no' by the members, they will step down immediately and their seat will subsequently be filled in the vote for new candidates.The Directors will be elected and retired in staggered rotation. A Director may serve a maximum of 6 years.

2. Increasing # of maximum board members from 9 to 11:
   15. Number of Directors.Until changed in accordance with the Act, the number of Directors will be no less than 5 and no more than11, not including the Executive Director who shall sit as an ex officio Director without a vote and without affecting quorum.
   47. Officers.The Board will, annually or as often as may be required, appoint a Chair of the Board, a Secretary, a Treasurer, and may appoint a Vice-Chair of the Board, one or more Assistant Secretaries or Assistant Treasurers or other Officers as necessary from among the Directors, not exceeding11. The offices of Secretary and Treasurer may, in the discretion of the Directors, be held by the same person who may but need not be known as the Secretary-Treasurer. The description of the role and responsibilities of the Officers will be set out in a resolution of the Board and may be changed by resolution of the Board.
   
   

3. Allow AGM up to 6 months after year end, Sep 30, instead of 3 months (better complies with regulations):
   34. Annual meetings.The annual meeting of Members will be held at any place within Ontario on a day and time the Directors determine by resolution, usually within6months of the end of the fiscal year. Annual meetings of Members will include a report of the Directors for the previous year of the affairs of the Corporation, a financial statement of the Corporation, the auditors’ report, if applicable, and such other information or reports relating to the Corporation as the Directors may determine.

4. Provide 21 days notice of annual meeting instead of 10 (better complies with regulations):
   36. Notice.Written notice of the day, hour and location of a meeting of the Members and the general nature of the business to be conducted at the meeting will be sent by email to each Member entitled to notice of the meeting and to the auditor of the Corporation, and also posted on the London Cycle Link website, at least21days before the date of the meeting. Notices to Members will be sent to the last email address on record in the books of the Corporation[delete comment about when email is on file]. A meeting of Members may be held for any purpose at any date and time and at any place within Ontario without notice if all of the Members entitled to vote at the meeting are present at the meeting in person or by proxy or otherwise consent to the meeting being held. Notice of any meeting or any irregularity in any meeting or in the notice of the meeting may be waived by any Member or by the auditor of the Corporation.