Art Gallery of Alberta

Annual General Meeting

Special Resolutions

Special Resolution 1:

Resolved that the Society’s By-laws be amended to add Article 4.2.3 as follows:

4.2.3
The City of Edmonton shall be entitled to appoint, from time to time, an advisor to the Board who shall be entitled to notice of and attendance at all meetings of the Board of Directors or Members of the Society. The advisor appointed by the City of Edmonton shall be entitled to speak and participate at all such meetings of the Board and Members, but shall have no voting privileges.


Special Resolution 2:

Members will also be asked to consider and approve a special resolution amending the By-laws of the Society to permit notice by email where the Society has an email address for the person. This amendment will permit Members and Directors to receive notices in a more convenient form and result in cost saving to the Society. This cost saving can be considerable in light of the recent increase in membership numbers.

Resolved that the Society’s By-laws be amended to amend Article 12.2 to read as follows:

12.2 Notices
Any notices (which term includes any communication or document) to be given, delivered or served pursuant to the Act or the By-laws to any Member, Director, officer, Executive Director or auditor shall be sufficiently served or sent:

12.2.1 if personally delivered to that person; or

12.2.2 if mailed by prepaid ordinary mail to that person at the most recent address of that person recorded in the records of the Society; or

12.2.3 if sent by email to that person at the most recent email address of that person recorded in the records of the Society.

A notice given by personal delivery shall be deemed to have been received by the person to whom it is to be given on the day of actual delivery if delivered personally to that person or sent by email. A notice mailed to the address set out in section 12.2.2 shall be deemed to have been received three days following the day when the notice was deposited in a post office or public letter box. The Chair may cause to have changed the recorded address of any Member, Director, officer, Executive Director or auditor in accordance with any information believed by the Chair to be reliable. The signature on any notice may be written, stamped, typewritten printed or be in a similar electronic form. In computing the date when notice must be given under any provisions requiring a specified number of days notice of any meeting, the deemed date or receipt of the notice shall be excluded and the date of the meeting shall be included.

(note: bolding is added for convenience only to highlight the change)

A copy of the By-laws, including the proposed amendments, is available at the Guest Services desk for review and will be available at the AGM.