NOTICE OF 2024 ANNUAL GENERAL MEETING OF MEMBERS
Wednesday, December 11, 2024 at 5:00 pm
701 11 Street SW, Calgary, AB
AGENDA
1. Call to Order
2. Declaration of Quorum
3. Minutes of the October 18, 2023 Annual General Meeting
4. Report from the Board Chair
5. Report from the CEO
6. Presentation of Audited Financial Statements
7. Election of Directors
8. Appointment of Auditors
9. Special Resolution - Bylaw Amendment of Board Terms
10. Other Business that may be properly brought before the meeting
11. Termination
Should you wish to appoint a proxy to vote on your behalf, you may do so by completing a proxy ballot found below and submitting it to Board Co-Chairs Carol Ryder and Kelly Streit via email agm@contemporarycalgary.com by 5 pm on December 10, 2024.
NOMINATIONS FOR BOARD MEMBERS
Starting today, November 6, 2024, applications will be accepted for service on the 2024/2025 Contemporary Calgary Arts Society Board of Directors. More information about the nomination process, candidate qualifications, and roles and responsibilities can be found below.
The election of the Board takes place during the Annual General Meeting on December 11, 2024. In order to participate in and vote at the AGM, members must have an active membership by November 11, 2024.
The Governance, HR & Nominating Committee appreciates your participation in nominating energetic individuals who are qualified to assume a leadership role on the Board of Directors of Contemporary Calgary. Please note these are volunteer positions.
Nomination Process
The Board has fixed the number of Board Members at seventeen (17). Four (4) new Board Members will be elected to three-year terms joining thirteen (13) existing Board Members. The existing Board Members will be elected to serve 1-3 year terms based on historical service.
Please submit applications to: nominations@contemporarycalgary.com
We request a brief biography and CV with the application.
Applications must be received by November 11, 2024 at 9:00 am. Late submissions will not be accepted.
Qualifications
In order to qualify, candidates must be:
a member of Contemporary Calgary by November 11, 2024
To become a member click here and follow the prompts to purchase annual membership. For any questions please email info@contemporarycalgary.com
at least 18 years old
nominated by two (2) fellow members of the society
We seek Board Members who reflect the diversity of Calgary, who are passionate about the arts, and who have leadership in the following areas: fundraising; governance; project management; strategic planning; equity and inclusion; art education, art history, pedagogy or practice; and communications.
Ideal candidates will share a passion to achieve Contemporary Calgary’s vision, be able to meet the time commitments of serving as a Member, provide stewardship of the organization and contribute to community engagement and fundraising.
Contemporary Calgary is dedicated to building capacity for equity, diversity, inclusivity and accessibility. Candidates with questions or specific needs are encouraged to be in touch by emailing nominations@contemporarycalgary.com.
Roles and Responsibilities
The elected Board determines who will serve as Officers of the Society and who will serve on Board committees, which include: Finance & Audit; Governance, Nominations & HR; Equity, Diversity, Inclusion & Accessibility; Fundraising and Development; Building and Capital Projects; Government Relations; and Engagement.
Board Members are expected to attend 6 Board meetings per year and must serve on at least one committee of the Board.
SPECIAL RESOLUTION - BYLAW AMENDMENT OF BOARD TERMS
The Agenda for the Annual General Meeting of Members was circulated in the Notice of Meeting sent on October 9, 2024 including item 9, “Special Resolution - Bylaw Amendment of Board Terms”. As part of our ongoing efforts to strengthen Board governance, Contemporary Calgary is proposing a change to the bylaws that will extend Board Member term lengths from two years to three years. Below is a summary of the proposed amendment and rationale.
Summary of Changes
Current Bylaw:
Board Members currently serve two-year terms, with a maximum of three consecutive terms (total of six years).
Board Members are elected in staggered terms, with half elected for two years and half for one year in the first election following bylaw approval.
Proposed Amendment:
Board Members will serve three-year terms, with a maximum of three consecutive terms (total of nine years). In the first election following approval, approximately one-third of Board Members will be elected for three years, one-third for two years, and one-third for one year, establishing a staggered structure.
Rationale for the Amendment:
Enhanced Engagement: A three-year term will provide Board Members with more time to become actively involved and make meaningful contributions.
Effective Succession Planning: Longer terms help create a smoother transition of roles, balancing succession and continuity.
Strategic Impact: Board Members will have more time to complete projects and initiatives that align with Contemporary Calgary’s long-term goals.
The specific changes to the bylaw are outlined below:
Existing Bylaw
The nominees for Director holding the greatest number of votes for the number of positions available shall be elected Directors. Members may not vote by proxy in the election of Directors. At the first election of Directors at the Meeting following the approval of this by-law, one-half (½) of the directors shall be elected for a two-year term and one-half (½) of the directors shall be elected for a one year term, and if an odd number of Directors are to be elected, the additional Director shall be elected for a one-year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected Directors shall be elected for a two (2) year terms.
Directors shall be limited to uninterrupted Board Membership of three (3) two (2) year terms; provided that an initial appointment to serve a period of less than a two (2) year term, whether by election or appointment to a vacancy, shall not count toward the three (3) consecutive term limit, and further, provided that the three (3) consecutive term limit shall come into effect and be counted from the 2017 election of Directors.
Proposed Bylaw Amendment
At the first election of Board Members at the Meeting following the approval of this by-law, approximately one third (1/3) of the Members shall be elected for a three year term, one third (1/3) shall be elected for a two year term, and one third (1/3) will be elected for a one year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected Members shall be elected for a three (3) year term.
Members shall be limited to uninterrupted Board Membership of three (3) three (3) year terms; provided that an initial appointment to serve a period of less than (3) year term, whether by election or appointment to a vacancy, shall not count toward the three (3) consecutive term limit, and further, provided that the three (3) consecutive term limit shall come into effect be counted from the 2024 election of Members.