November 9th, 2021
On October 28th, 2021, the UVSS hosted our 2021 Annual General Meeting. Thank you to all of the students who took hours out of their day to come out and participate in this meeting. We had an incredible turnout, it was one of the most highly attended AGMs we’ve had in a very long time! We held quorum for the entire meeting, handed out all of our prizes, and had some engaging discussion. The UVSS is your student society, and student engagement is crucial to its success and effectiveness.
As the UVSS Board of Directors, it is our responsibility to listen to student opinion, advocate for their wellbeing, and support student success. Our responsibilities as elected directors are centred around serving students. Many of us ran for the UVSS Board to improve accessibility, affordability, sustainability initiatives, and equity at the University of Victoria; the work that we do as a Board embodies those values and goals. While we do this work, we also ensure that we engage in transparent decision-making, are accountable for our actions, and act in alignment with our values, one of them being good governance. The UVSS Board has a legal responsibility to our members to make sure that the work that we do and that the decisions we make are well informed – informed by students, and informed by our governing documents. We take these responsibilities very seriously.
In the interests of transparency and good governance, we are releasing this statement in response to events that occurred at our Annual General Meeting. During the meeting, a special resolution was put forward by a member, and was carried within the meeting. The motion concerned changes to the UVSS Bylaws – however, those proposed changes will not be implemented due to legal reasons which are explained below. We recognize that this letter is long, and our explanation might seem a bit abstract and legalistic, but we’ve tried to break it down clearly, and we’re hoping this helps explain to our membership why this decision has been made.
What is a General Meeting?
General Meetings give the UVSS an opportunity to review the accomplishments of the past several months, set the direction of our work over the next several months, review our finances, and make changes to important governing policies like the UVSS Constitution and Bylaws. Additionally, it gives the Board a chance to answer questions from UVic students who attend the meeting, and directly hear feedback from students!
The Constitution and Bylaws can only be changed at an AGM. These changes can only be made if a certain threshold of students attend the meeting and vote on these changes. Additionally, a certain amount of notice must be given to students about what these changes might be before we have the opportunity to vote on them. This is because these sorts of changes may have a significant impact on the governance and operations of the UVSS. Thus, our membership has the right to know in advance in order to participate in the decision-making. This is established in policy and legislation, as outlined in the next section.
What policies and legislation set out processes and timelines for a General Meeting? And what is a Special Resolution?
- The BC Societies Act is the provincial legislation that governs all societies in British Columbia.
- It sets out that any motion to consider changing the Bylaws of the society be considered a “special resolution”, which requires a higher voting threshold (two-thirds majority) compared to ordinary motions brought forward at a regular board meeting (Part 1 – Definitions).
- Additionally, Section 77 and 78 of the BC Societies Act states that notice of a general meeting, including any special resolutions that are to be considered, “[shall be] posted, throughout the period commencing at least 21 days before the meeting… on a website that is maintained by or on behalf of the society and is accessible to all of the members of the society.”
At this General Meeting the UVSS board put forward one special resolution which was included in our agenda, and was made available to our membership in advance. This special resolution proposed to reduce the UVSS’ quorum for referendums.
Was there a motion passed at the AGM that changes the UVSS Bylaws?
The special resolution that was brought forward by the UVSS Board relating to quorum for referenda was not passed; however, during the proceedings of the AGM, another special resolution motion came forward from the floor. This special resolution was to alter the composition of the UVSS Board.
The BC Societies Act does not allow for impromptu motions from the floor during a General Meeting (see Section 78), so, once proposed, this amendment was declared out of order by the Chair. The Chair made this decision in accordance with the UVSS Constitution and Bylaws, the BC Societies Act, and the Democratic Rules of Order. Regardless of the contents of the motion, proposing a special resolution during a General Meeting is not allowed. Once the Chair ruled it out of order, the mover appealed the ruling of the chair, the motion was added to the agenda, and eventually passed.
This sequence of events meant that the meeting was required to proceed and address this motion, even though adding this motion could not be legally valid. Adding a motion to the agenda of a General Meeting without giving UVSS members the ability to see it beforehand goes against many policies and legal rules. Any special resolutions that are going to be considered at a General Meeting, regardless of the content, have to be on the agenda beforehand. On the advice of legal counsel, the UVSS Board has no option but to declare this resolution invalid. Thus, this change will not be implemented into the UVSS Constitution and Bylaws.
What are the legal reasons why this special resolution from the floor is deemed invalid?
Adding a special resolution to the agenda of a General Meeting without giving notice to the members of the UVSS (or any society in BC) breaks many legal rules (as specified below), various legal precedents, and most importantly infringes upon the rights of all other members of the UVSS, UVic undergraduate students.
Section 77 of the BC Societies Act, the provincial act by which all societies are governed, requires that notice of a general meeting be given to its members at least 21 days in advance. And more specifically, Section 78, Notice of Special Resolutions, states that such “notice of a general meeting must include the text of any special resolution to be submitted to the meeting.” In other words, an agenda for the meeting must also be distributed. The inclusion of a special resolution to the agenda during the meeting itself goes against Section 78 of the BC Societies Act.
Additionally, the “Higher Laws” in Democratic Rules of Order, the rules of order that govern all UVSS meetings, state that “rules of order are automatically overruled when a law of the land, a constitution, a bylaw, or an existing standing rule applies.” The UVSS cannot accept this resolution to change our constitution and bylaws, as it directly violates these laws. This decision is supported by a letter from our lawyer.
How can UVSS members bring forward a special resolution for consideration at a General Meeting?
UVSS members certainly have the ability to propose special resolutions at a General Meeting (see Section 4.6 in UVSS Constitution and Bylaws). However, any special resolution must be adopted onto the agenda according to the correct legal procedure to ensure that UVSS members are aware of potential changes happening in their students’ society.
Our next General Meeting will be our Semi-Annual General Meeting, which will take place on February 17, 2021.
Closing statement from the UVSS Board
The integrity of the UVSS bylaws are incredibly important for the health and good governance of the society and it is important to us that they are upheld. It is also important to us that all UVic Undergraduates have equal opportunity to speak to and vote on important changes to the UVSS that come to general meetings; that means being made aware of these resolutions in advance.
The UVSS’ vision is to see full student engagement in our core components of advocacy, events, services, businesses and society governance. We are run by students, for students – that is why we exist! We do this through livestreaming our board meetings, posting our agenda and minutes online, doing our annual survey, hosting our open committees, and more.
Moving forward, the UVSS Board commits to engaging in increased meaningful outreach with undergraduate students and course unions to seek feedback about UVSS governance and the structure of the UVSS Board of Directors. There are many ways we can go about this work, such as: hosting a semesterly meeting with all course union execs, create a more engaging electoral campaign to encourage students in diverse faculties to get involved in the UVSS Board and UVSS governance, transitioning back to in-person Board Meetings and General Meetings when it is safe, host more town halls to get student feedback, run a campaign highlighting our services and advocacy groups during the electoral period to spread awareness and encourage involvement, and much more.
It is clear that many students are passionate about UVSS governance, and if altering the structure of the board is something that students at large are interested in undertaking, we are certainly open to looking at ways to do so. We want to work in collaboration with student groups across campus to come up with a solution where we can create more opportunities for students to be represented and heard.
Thank you all for taking the time to read our statement. We take what all of our members say seriously, and appreciate the time we’ve been given to be able to give a thoughtful response.
Sincerely,
The UVSS Board of Directors