Message to DC Members (DC refused request in November to send to DC members)

This is an open letter to all members of Drive Canada. If you receive this will you please pass it  on. I will be forwarding this to Drive Canada with a request to have it sent out to everyone on the e-bulletin list as I believe everyone should hear both sides of the issues. I also want to offer some solutions so please read this entire letter.

The issues I am referring to are:
1.   The Drive Canada election process in 2009.
2.   The proposed bylaw changes.
3.   Some information in the October e-bulletin and the November e-bulletin.

1.   When I decided to send in my nomination for the board of directors I checked the 2008 AGM minutes for the date of the 2009 AGM as the bylaws state that "Nominations must be in the hands of the Secretary no later than seventy-five (75) days prior to the meeting." Drive Canada is the only not-for-profit that I belong to that does not send out a "Call for Nominations" notice. Those of us who were interested in running for the board needed to be clairvoyant as there was no date set for the 2009 AGM.

I started to contact DC on Sept. 10 to find out what the date of the AGM would be. I e-mailed the entire board on Sept. 11 as flights to Toronto are expensive and it is very difficult to find hotels close to exhibition place during the Royal Agricultural Winter Fair. We needed to know the date to take advantage of seat sales.

I received the following e-mail from DC on Sept. 16.

"The Board met last evening and has set Saturday, November 14, 2009 for a Special General meeting at 10am and the Annual General Meeting at 1pm. Notice for the meetings will be circulated to all voting members as of September 30, 2009. The number of nomination have not exceeded the anticipated vacancies, so an election is not required. The Board of Directors will meet on Sunday morning, November 15, 2009 at 10am. All above meetings will take place in Toronto at or near the Royal Winter Fair."

The statement that an "election is not required" led all of us to believe there had been at least 4 present directors who had chosen to not run for the board as the DC bylaws state:

" d. When more nominations than Director vacancies have been received, the Secretary shall prepare ballots and mail to each: Life; Voting; designated Family Member, Affiliate and Corporate Members, in good standing as of seventy-five (75) days prior to the Annual General Meeting. Ballots shall be sent by e-mail if an address has been registered; by fax, if a number has been supplied; or by 1st class mail to the address of record, sixty (60) days prior to the Annual General Meeting. Only those ballots received by hand, mail, courier, fax or e-mail (from the member's registered e-mail address) by the Secretary, forty (40) days prior to the Annual General Meeting will be counted.

e. The Secretary shall cause to have all properly received ballots counted and all nominees informed of the results thirty (30) days prior to the Annual General Meeting. Directors so elected shall take office at the close of the Annual General Meeting immediately following their election."

On Sept. 16 I e-mailed all of the present DC board with this request "As the nominations for the board did not exceed the vacancies I would appreciate knowing who has been nominated to the board of directors."  I did not receive a reply.

We were all wondering what the Special General Meeting was about and on Sept. 16 Sue Billings sent the following request to the board of DC "What is the subject(s) of the Special General meeting?"  and did not receive a reply.

When we received our meeting notices it was obvious that Drive Canada is non-compliant with its election bylaws. The nominations exceeded 7. The DC bylaws are very clear that "There shall be a minimum of five (5) and a maximum of seven (7) directors" Bylaws are the laws of an organization and are there to protect both the members and the directors. Directors who violate the bylaws of an organization leave themselves open to legal action.

The DC board has put themselves in a very bad situation by not calling the election as required in their bylaws.

2.  As for the new bylaw change proposals. The current DC bylaws state: "3. Amendments to the Constitution or By-Laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs Canada has been obtained." I have confirmed with Corporations Canada that they are not open on Saturdays and therefore the bylaws can not be approved between the Special Meeting and the AGM.

Is the current board planning on violating another bylaw by trying to enforce these changes before they are registered? If the current board does not respect their current bylaws why would I expect them to uphold new bylaws?

I would like to address the proposed bylaw changes. I fully agree that the Drive Canada Bylaws are in need of revision. In many places they are not clear. Although the changes speak of elections if there are more nominations than director vacancies in a region and they speak of 6 regions, they do not spell out how many directors there are per region. There are no guarantees in the current or proposed bylaws that directors must come from each of the regions. The proposed bylaws even allow the named 12 directors to appoint another 3 with no restrictions on where they must come from. All 15 of these directors would then serve for 2 full years without ever  facing the membership in an election.

In my opinion before there is any attempt to expand the board it must be mandatory that each region have the same number of directors, that there be at least 2 directors from each region and that they must be elected in alternate years so that all board member's terms do not expire at the same time. I feel strongly enough about the need for a proper bylaw review process that I am publicly volunteering to chair a Drive Canada Bylaw Review Committee.

3.  The most recent e-bulletin talks about needing to hold a face to face meeting to approve bylaw changes. That is the board's choice, however it is not mandatory. They may send out a notice of meeting to change bylaws only and include proxies asking a very clear yes or no for each bylaw change. Their own bylaws allow proxies to be counted towards a quorum and after this go round any proxy glitches or perceived proxy glitches should be worked out. This whole thing could be done by proxy. As I said earlier I will be very happy to chair this committee and oversee the process.

The most recent e-bulletin states the AGM need not be held before June 30, 2010. I have spoken with Corporations Canada and they tell me within The Canada Business Corporations Act where is says "shareholder" I should substitute "member" for a not for profit corporation. The Act states: Article 133. (1) The directors of a corporation shall call an annual meeting of shareholders (a) not later than eighteen months after the corporation comes into existence; and (b) subsequently, not later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the corporation's preceding financial year.

To me it is clear that the AGM must be held before Feb. 15, 2010 as the last AGM was Nov. 15, 2008.

The most recent e-bulletin also states that if the proposed bylaw changes are not approved that DC can not complete the AGM as there are more than 7 directors. There is an alternative. If the present board is serious about wanting to get on with the business of Drive Canada 5 of those who have submitted nominations may withdraw their nominations allowing the November AGM and Director's meeting to proceed under the present bylaws. When the Bylaw Review Committee finishes its work and there are new bylaws in place to guarantee regional representation those nominees may resubmit their nominations for the next election. This shouldn't be too difficult because I have been told by 2 of the present directors that they wanted to quit the board but noone was interested in taking over.

I know that there are times when we think we have a great idea and we rush full steam ahead and forget about the proper process. That is why we have bylaws and that is why we must follow the bylaws explicitly. It is also why we need people out there who will remind us when we are straying from the proper process and will bring us back to reality.

If Drive Canada wishes to represent driving nationally it must adhere to its bylaws and follow proper process.

Sincerely yours,

Iris Davies

Drive Canada Meetings Report

I want to thank the Alberta Carriage Driving Association for trusting me to vote its proxies at the recent Drive Canada meetings. Please accept this as my report. Hopefully the minutes will be posted on the Drive Canada website shortly.

Special General Meeting -10:00 am November 14, 2009

The special meeting was a very civilized affair and followed parliamentary procedure to the letter. According to my notes there were 142 voting members and 8 Affiliate Clubs with 17 votes as of Sept. 30, 2009. This meeting was attended by approximately 20 members, the 7 members of the DC board of directors, Sue Billings (nominee from BC), Gaye McLennan (nominee from AB) and me. Chuck Taylor (nominee from AB) had assigned his proxy to me as his attendance was required at the ACDA meeting. The President and CEO of Equine Canada were in attendance.

Simon Rosenman explained that the there was difficulty interpreting the existing bylaws. The question of regional representation is unclear and it is unclear how an election would take place. After the motion to change the bylaws was moved and seconded everyone in attendance was given an opportunity to speak to the motion twice with a limit of 3 minutes each time. My impression was that many of the board members could not understand why we were not willing to just be appointed to the board. We tried to make it clear that we had been nominated to run for election to change the board. The short story is votes for the motion to change the bylaws 51, votes against the motion to change the bylaws 57, abstention 1. Motion defeated. It was not an east/west split. Regions where votes against came from (that I am sure of) BC, AB, ON, QC.

The President and CEO of EC both spoke. Michael Gallagher spoke on the challenges facing EC with the agreements or non-agreements with the provinces. Apparently only 1% of sport licenses are sold to drivers. Several people expressed their concerns that it has become too expensive to run the smaller shows with the new sport license and other fees; that the judge requirements for bronze level shows were too expensive and there is a lack of officials for small competitions.

Akaash Maharaj talked about the history of driving within equestrianism. He mentioned that Drive Canada is the only incorporated body governing a sport within EC. All of the others have integrated to a committee within EC. The role of EC is to raise the profile of equestrian sports, ensure safety and advancement. As the population ages there is potential for the sport of driving to grow. He expressed hope that the board and membership resolve their issues and move forward. He mentioned that organizations need to ensure a connection with the grass roots.

After the meeting adjourned Akaash made a point of speaking with us. He was unaware that it is a requirement for clubs that take out club insurance from Capri to have all driving members of the driving clubs and probably all riding members of riding clubs be members of the AEF for their insurance. He realized that the requirement for all sport license holders in Alberta to purchase EC insurance as well could be a problem.

General Meeting – 1:00 pm November 14, 2009

As expected the AGM ran through reports until the nominating committee’s report and then adjourned until such time as the president recalls it but before June 30, 2010. We asked for the location and Simon said it would probably be Bromont as that would be where the most drivers would be. We suggested that it should be in Western Canada as all of the recent AGMs have been in the East and I assured him that drivers would come to a meeting in the west.

President’s Report – Simon presented a power point presentation which quickly covered the new website, competitor seminars and scoring clinics he offers, the CAA driver proficiency program, sales of helmets etc. He mentioned the Coaching program is under review and EC has halted the promotion of driving coaches. Membership fees will be discussed at the BOD meeting on Nov. 15. He stated that DC has adopted the ADS pleasure driving rules. He also stated that the DC rules committee is the board of directors. The names of the drivers long listed for the 2010 WEG 4s championship and the 2010 singles championship were quickly shown. I could not write fast enough to get them all but the 4s are Darryl Billings, Eugen Hug, Deb Laderoute and Gerard Pagman. Of these Deb is the only driver to have qualified 4 horses. Although there were several names on the singles list the only names I was able to write down were Helen Davis, Carole Precious and Courtney MacGillivray.

Treasurer’s Report – Bill McGillivray presented the interim financial statement. I had rounded the numbers when I wrote down these amounts. He reported cash on hand was $13, 600 (some is the Jack Pemberton Trust). Income to date in 2009 is $6,800 and expenses to date $5,600. Expenses have increased because of increased insurance, meeting expenses, office expenses, postage and the new website. I asked that the financial statements be placed on the website and Bill stated that he couldn’t see where that would be a problem. Jack Pemberton noted that reported travel expenses are low. Simon indicated that the directors’ expenses to travel to these meetings were not reflected in this statement.

Secretary’s Report – Carole Precious reported that some 2010 memberships have been received but the cheques will not be cashed until the board sets the dues for 2010. (I had sent a written request to have the dues reduced to $20 to encourage membership)

Official’s Committee – Fred Gutoski mentioned that the next Combined Driving Officials’ Clinic is due in 2010. Locations they are considering are Bromont, Winnipeg and Calgary. Fred stated there are no active learner officials. Apparently there had been an offer made to provide Pleasure Driving Officials with financial aid to attend an ADS clinic. Mary Cork was in attendance and stated she had received no such offer. The ADS Super Clinic is approved for Driving Officials. I asked if it was necessary for a clinic to be held in conjunction with a 3 day event and Simon stated for “S” officials “Yes”. This certainly limits the number of options for the “S” officials. Many will travel to the ADS Super Clinic.

Pleasure Driving Committee – Carole Precious requested others come forward to be on the Pleasure Driving Committee. Francois Bergeron stated that entries in sanctioned shows in Quebec are low because the fees are too expensive. Others mentioned there are not enough local officials to help keep costs down. DC is promoting TREK as an inexpensive alternative.

As Sue, Gaye, Ralph and I were leaving the general meeting we were invited by Fred Gutoski and Carole Precious to attend another meeting at the downtown Sheraton at noon on Sun. to discuss the issues. Ralph and I refer to this meeting as the inquisition. Sue, Gaye, Ralph and I attended. Members of the board in attendance were Fred Gutoski, who chaired the meeting, Simon Rosenaman, who took notes, Kathleen Winfield, Bernd Stanglmeier and Michel Lapierre. Although they wanted to get into our impressions of people’s specific beefs against DC and whether we are wealthy enough to travel to the meetings (Sue told them her finances were none of their business), we managed to keep it fairly focused on proper election procedures and the need for a proper bylaw review. They asked our opinion of the bylaw at the heart of the problem (are people elected by regional elections or are the elections wide open). We were unanimous in our interpretation that the bylaws do not allow for regional elections and all members vote for the entire board. Obviously that wasn’t the answer they wanted as Simon announced they would need another legal opinion. According to them they have 2 legal opinions one for each option.

So that is where we sit. The DC board is in the process of interpreting the bylaws and determining a method for running an election. We did manage to clarify that only “current” DC members at the time of the next AGM or Special Meeting call will be allowed to vote. In other words everyone will need to be 2010 members because I think we are already past the date to call another meeting in 2009.

I have been asked what people can do to help. Some of the board members have hinted that I only speak for myself or a small number of disgruntled drivers so feel free to contact them in person and tell them exactly what you think.  At this time if you have an opinion on how the elections should be run or where the next meeting should be held you probably have a small window of time to contact them. All of their e-mails are on the new DC website. www.drivecanada.org There will eventually be elections and as much as I feel the $40 membership fee for DC is expensive that fee will assure your vote.

If any of the ACDA members are on Facebook there is a group named Carriage Driving In Canada. It would be nice to keep all of the postings on the wall newsy and fun but there is a discussion area and there is already a discussion started about Drive Canada.

If you have any questions please feel free contact me.

Respectfully submitted,

Iris Davies

Drive Canada - Bylaw Amendments - No Precedence

I feel that it is necessary to refute some arguments that were made at the Drive Canada November 2009 Special General Meeting regarding Bylaw Amendments

A.     ARTICLE VIII – BYLAWS do specifically state:

    2. These Bylaws shall not be altered or added to except by Special Resolution.

For some reason an argument was made that it had to be done by a special general meeting - wrong  - it needs  a  Special Resolution - See Point C below

    3. Amendments to the Constitution or By-Laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs Canada has been obtained.

Argument was made that there was a precedence that the bylaws had previously been amended at a Special Meeting in the morning and the AGM that was convened  in the afternoon followed the bylaw amendments.  The argument was also made that the intent to have them approved was sufficient.

B. That is entirely wrong:
    Article VIII .3. Did not exist prior to the 2000 bylaw amendment
    A Notice of the November 10-12, 2000 AGM and Conference, Bylaw changes, and nomination forms were sent out and posted on the website on August 18, 2000

    A reminder of the AGM was sent out on October 25, 2000 - All CDS members had full knowledge of the agenda almost 3 months prior.

The AGM was November 12.  On November 14, 2000 - an e-bulletin was sent reporting on that meeting and it stated:

The Annual General Meeting heard from a number of Committees on their weekend activity, and their goals and objectives for the coming year. Our bylaws were approved with minor changes, and will be implemented as soon as official approval is received from the Registrar. The next issue of Wheelhorse will carry a complete copy as well as a full membership listing.

C  The next amendments were November 10, 2001 at a Special General Meeting in Toronto at the RAWF (special meeting only because the AGM was to be the following February in Regina)  At this meeting the name was changed to Drive Canada and the number of directors were changed to a minimum 5 and maximum 7. 

The e bulletin Feb 6, 2002 prior to the AGM in Regina stated:

Yes, it's official! Following our Special General Meeting held in Toronto on November 10, 2001, Industry Canada has now formally changed our Letters Patent, and approved both our name change to DRIVE CANADA and our by-law amendments.

This change brings your driving organization in line with other equestrian disciplines such as Jump Canada, Dressage Canada, and Reining Canada under the Equine/Hippique Canada umbrella.