July 9, 2009
Proposal to amend the Law Society Rules to add a general meeting saving provision regarding technical failures
The referendum question
At their May 2009 meeting the Benchers authorized a referendum of the profession under section 12(3) of the Legal Profession Act on the following question:
Are you in favour of the Benchers amending the Rules respecting general meetings to ensure that a meeting would not be invalidated by reason alone of a technical failure that prevented one or more members from participating in or voting at the meeting, provided that a majority of the people participating have voted to continue the meeting?
Why is a referendum needed?
Under section 12(3) of the Legal Profession Act, the Benchers require membership approval before amending certain Rules — including the Rules relating to annual general meetings — by a two-thirds majority vote of the members voting in a referendum.
Why is a saving provision needed?
The 2008 Annual General Meeting came close to having to be adjourned due to technical difficulties with teleconferencing between the several satellite locations and the Vancouver meeting. This is the second time in five years that technical difficulties with teleconferencing arrangements have disrupted the conduct of the AGM. In 2003 the AGM was adjourned after it became apparent that technical failures prevented some locations from hearing and being heard during the meeting. The AGM was completed successfully five weeks later: requiring participating members to take more time away from their work to attend, and requiring the Law Society to replace the teleconference system and service providers and re-book the meeting venues, all at additional cost.
The Law Society of BC is unique among Canadian law societies in providing members with the opportunity to participate in the AGM from a number of locations around the province and requiring that all participants in all locations be able to hear the proceedings and be heard if they choose to speak. While this significantly increases the opportunity for members to participate in the AGM, it also increases the vulnerability of the proceedings to technical failures.
Since the 2008 Annual General Meeting we have conducted a comprehensive systems and service review with our telecommunications providers; we are assured that every reasonable step has been taken to guard against future technical failures and resulting disruption of communications between satellite locations and the main meeting.
However, we are also advised that while the risk of future telecommunications failure is well managed, that technical risk cannot be eliminated. The Benchers believe that the participants in a Law Society annual general meeting should be able to decide whether to proceed with a meeting despite disruption of communications between locations, if the meeting otherwise satisfies the AGM requirements set out in the Rules.
Rule 1-7(1) allows the Benchers to conduct a general meeting by joining any number of locations by telephone or by any other means of communication that allows all persons participating in and entitled to vote at the meeting to hear each other. Rule 1-7(5) requires at least nine locations to be joined to the AGM. The effect of Rule 1-7 is that if even one registered participant at any of the meeting locations is unable to hear and be heard by everyone, the AGM cannot continue.
There is already a saving provision in Rule 1-6, such that the accidental omission to mail anything required under that Rule to any member of the Society does not invalidate anything done at the AGM. The Benchers seek approval for the addition of a similar saving provision to Rule 1-7 regarding teleconferencing.
What is the referendum process?
A referendum information sheet, referendum ballot and return envelope will be mailed to all members later this month, together with the Notice of the 2009 Annual General Meeting.
Only those referendum ballots that are completed and returned to the Executive Director of the Law Society by 5:00 pm on Wednesday, September 2, 2009 will be eligible to be counted.