WHEREAS Section 54 of Bylaw No. 1 currently permits the proposal and submission of late resolutions from the floor of the Annual General Meeting;
WHEREAS the proposal of late resolutions from the floor can disadvantage members who are not present, limit informed debate and constrain members’ ability to assess the implications of proposals in advance;
WHEREAS the absence of advance notice and structured review undermines principles of procedural fairness, transparency and good governance, and may result in decisions being taken without adequate information, consultation or alignment with the Canadian Bar Association’s strategic objectives and compliance with CBA bylaw, regulations and policies;
WHEREAS the Board of Directors has a fiduciary duty to act in the best interests of the CBA as a whole, including ensuring that governance processes are fair, predictable and accessible to the full membership;
WHEREAS rescinding section 54 will strengthen the CBA’s governance framework by promoting consistency, accountability and alignment with its mission, priorities and long-term stewardship responsibilities and ensure that resolutions are reviewed and adopted through the same good governance process;
WHEREAS on June 5, 2025, the Board of Directors passed a motion directing that section 54 of Bylaw No. 1 be rescinded by resolution at the next Annual General Meeting;
BE IT RESOLVED THAT
- Section 54 of Bylaw No. 1 is hereby rescinded in its entirety, effective upon passage of this resolution;
- All resolutions proposed for consideration at Annual General Meetings or Special Meetings shall be submitted in accordance with the notice and requirements set out in Bylaw No. 1, the General Regulations and the Advocacy and Public Statements Policy;
- The Board of Directors is authorized to make any consequential amendments to Bylaw No. 1 and Regulations necessary to give effect to this resolution.
Moved by CBA Board of Directors
