Annual General Meeting Resolutions
Governance Policies and Procedures
Policy Number: G 6.1 | Policy Type: Governance/Procedure | Approval Date: September 2019
Purpose
The purpose of the OLA Annual General Meeting Resolutions Policy and Procedure is to help members proposing a resolution to meet resolution guidelines, to avoid confusion at the AGM, and to ensure that members have the clarity and information they need to facilitate their vote.
Definitions
Resolution:
Resolutions are means for the Board or an OLA member to propose action for the membership to consider.
Types of Resolutions:
- Salutatory Resolution
The purpose is to recognize officially an event or individual, and this resolution often takes the form of a proclamation.
- Advisory Resolution
From OLA By-Law 1: “The Board of Directors of the Association administers the affairs of the Association in all things and makes or causes to be made for the Association in its name and kind of contract which the Association may lawfully enter into and save as hereinafter provided, generally exercises all such other powers and does all such other acts and things as the Association in its Charter or otherwise is authorized to exercise and do.”
As a membership corporation, the members have the right to recommend an action to the Board. These resolutions cannot compel the Board to an action if they contravene the responsibilities of the board as noted in the by-laws.
- Resolution as a Main Motion
This is a resolution that compels action by the organization. These would include any changes to the By-laws and/or changes related to the rights of the members. These must be presented to the members, and do require debate, and a vote. These can be proposed by the Board directly or can be proposed by any member.
- Out of Order
This refers to a resolution that for one of several reasons should not be brought before the members. Even if voted on, the vote is null and void. Some of the characteristics/conditions to cause a resolution to be out of order include:
- Motion creates a conflict with national, provincial, or local law or other reporting agencies or with the By-laws and other governing documents of the organization.
- Motion proposes actions that are outside the scope of the organizations mission or purpose as defined or would in any capacity be viewed as detrimental to the organization or its members.
- Motion was not properly presented, or not presented within the published time required for consideration by the Resolutions Committee.
OLA Resolutions Committee:
The resolutions committee is appointed by the OLA Executive. The resolutions committee consists of 3 – 5 members, including a chair, who have been past OLA board members and with representation from at least 3 OLA divisions. The chair for this committee will be appointed by the OLA Executive.
The committee will make a determination on the nature and type of the resolution and if necessary, will meet with the mover and seconder to ensure the resolution meets guidelines.
Policy Statements
Resolutions, other than amendments to by-laws, may be submitted for consideration at an annual general meeting of members. Such resolutions shall be submitted to head office at least 30 days prior to the meeting. Resolutions must be signed by two personal members of the Association or the President of a Division or Vice-President of a Division.
Properly submitted resolutions shall be sent to all members 7 days before the annual general meeting of members in accordance with the usual delivery methods of the Association when giving notice of the annual general meeting, provided they have been submitted by the 30-day deadline. Resolutions submitted late shall only be briefly considered, but not acted upon, other than to refer them to the Board of Directors for their consideration.
Procedures
The mover and seconder of the motion must be available to meet with the resolutions committee to ensure the following guidelines are met for the proposed resolution:
- The intent is clear, concise and factual.
- It is timely.
- It is non-partisan.
- It has the appropriate scope.
- It is not redundant (does not already exist).
- Any conflicts with existing policy are identified.
- It is compatible with the policies of the association as proven through previously adopted policies and does not involve disputes between and among the workplaces that members belong to.
- It is of benefit to the library community and should not pit one sector, industry, or region against another.
- It is prepared using the OLA Template for resolutions to ensure clarity and consistency.
- It has been submitted within the published timeframe for resolutions.
Additional Note
Executive Veto
The OLA Executive shall retain the power to veto any resolution which it believes would be in violation of the Association’s by-laws, threaten the charitable status of the association, would impede or undermine the business of the association, or commit the Association to such expenditures that, in the opinion of the Executive, would not be in the best interests of the Association, and in any such case will bring to the members its rationale for doing so. Such a veto would normally be executed upon receiving the resolution from the Resolutions Committee and before it is brought to the attention of members of the Association.
Appendix A: OLA Resolution Template and Tip Sheet
Appendix A: OLA Resolution Template and Tip Sheet
- Instructions for Mover/Seconder:
- Keep the resolution as concise as possible.
- Do not use acronyms in the first instance.
- Ensure that context is provided so that members have the information they need to vote.
- Attend the Resolutions Committee meeting and the AGM and be prepared to speak on the resolution.
- Resolution Format:
Title: The title should reflect the objective of the resolution and language must be action- oriented (e.g. “Endorse x statement”, “Revise the policy as follows”).
Issue and Context: A brief two or three sentence summary of the purpose of the resolution. Use ‘whereas’ to preface each contextual point.
Background (optional): A brief outline of why the issue is relevant and important. The background should include any relevant information and data.
Motion: This should list the course(s) of action that OLA should pursue. It is advised that resolutions not exceed three recommendations. The motion is the segment of the resolution format that is voted upon. The summary of the issue and the background is for informational purposes only.
Mover and Seconder: the full name is required.
Example:
Title: Motion to Revise OLA Policy XYZ
Issue and Context:
Whereas the last update to Policy XYZ was 2010.
Whereas there have been a number of changes to xyz in recent years.
Background:
The original purpose of policy xyz was…
The following changes have occurred….
The following sections are no longer correct…
The following updates are being proposed…
Motion: Be it resolved that the proposed changes to policy xyz as presented be accepted.
Mover: Sandra Jones Seconder: Mark Smith
- The AGM Resolution Debate
Who are the debate participants?
On the floor: Registered AGM delegates that are members of the Ontario Library Association. Only members/proxy holders have the right to vote.
On the stage: The Chair (the OLA president, or designate), a scribe, OLA Executive Director, and if required, a Resolutions Committee representative (usually the Board Vice-President) and a parliamentarian.
What happens during the debate?
- Resolutions are debated one at a time, based on the order they appear on the AGM agenda.
- The Chair may set time limits of up to 3 minutes for each speaker.
- The mover or seconder of the resolution is asked to speak to the motion and makes their case for it to pass.
- The Resolutions Committee representative has the option of indicating their position. If the committee does not support the resolution, they offer an explanation. The OLA Executive Director may also comment on a resolution to provide context or an update but does not speak for or against the motion.
- As recognized by the chair, members on the floor are offered the opportunity to speak in alternating order for or against the resolution.
- New motions that are not related to the business set out in the AGM agenda will not be considered. Members may propose amendments to motions on the agenda, which must be voted upon individually.
- The scribe captures all amendments passed by voting members.
- The OLA president calls for a vote on the resolution.
- Resolutions can either pass, fail, or be referred to the OLA Board for further study.
- The AGM minutes will capture the motions, amendments, and carried/defeated, not the substance of the debate.
Helpful hints for a smooth debate:
- Refer to Policies and Procedures for the OLA Annual General Meeting for details about rules of procedure.
- Off topic = out of order.
- Address the Chair, not other delegates.
- Don’t forget to say your name each time you speak.
Revised: November 2023
Date for Review: 2026; Every 3 Years
