The Yellow Book


Procedures Manual
(proposed revisions, 2019)

At the 2020 AGM, Members will be asked to endorse changes to the Procedures Manual, and  By-Laws portions of the Yellow Book

RSCDS Toronto Association was legally incorporated in 2004, which required adoption by our membership of the following legal documents: 
• Legal Objects
• By-Laws
• Procedures Manual 

In addition to these documents, there is a detailed Operations Manual, providing Job Descriptions for each appointed position in the Association. All these documents are compiled into what is affectionately known as “The Yellow Book”.  

The Yellow Book is constantly under revision. Each year the Directors review their job descriptions and changes may be made. Changes to our Procedures and By-Laws can only be made with membership approval at an AGM. These too, are reviewed regularly.

The Yellow Book includes:

Preface - including Legal Objects, the Governance Model, Annual Schedule: Preface-2020.pdf
By-Laws - no changes have been made since 2006:
Procedures Manual - outlining how the Association currently works, as ratified at the 2019 AGM: 2019-Procedures-Manual.pdf

Operations Manual - including updated Officer, Director, Committee and Convenor Responsibilities:
Appendices - including definitions and policies that guide Operations: Appendices-2020.pdf


Annual General Meeting Agenda

Saturday, June 13, 2020 ~ via Zoom

  1. 1. Welcome

  2. 2. Appointment of Parliamentarian
    a)  Membership count / Quorum check

  3. 3. Motion to Accept the Agenda

  4. 4. Motion to Accept the Minutes of the 2019 Annual General Meeting

  5. 5. Business Arising from the Minutes

  6. 6. Reports from the Board
      a)  Chair
      b)  Treasurer
            i)  Presentation and Motion for approval of the Audited Statements;
      c)  Secretary
            i)  Directors’ Report Summary
            ii) Motion to accept Report

  7. 7. Report of the Nominations Committee

  8. 8. Election of the Board of Directors

  9. 9. New Business

a)  Motions to Update By-Laws with proposed revisions
     b)  Motions to Update Procedures Manual with proposed revisions

c)  Motion to approve the appointment of Williams & Partners as
           auditors for the coming year
     OR Motion to have a Review Engagement for the coming year

10. Motion for Adjournment






guide to Zooming

AGM Motions

At the 2020 AGM the Board will propose revisions to the Procedures Manual, and the By-Laws — a process that requires approval by the membership. 

Be it moved that article 5.1.1 be amended to say: (changes in bold italics)

5.1.1  The RSCDS Toronto Association holds its Annual General Meeting (AGM) on a yearly basis within six (6) months of the end of the fiscal year. The Board sets the place, day and time of the meeting: the Secretary will publish this information in the newsletter and/or on the website and/or by e-mail at least sixty (60) days in advance of the meeting . . . 

Be it moved that article 5.1.3 of the Procedures Manual be amended to say:

5.1.3 The Secretary of the Board shall advise all Full Members at least two (2) weeks in advance of the Annual General Meeting date of final motions to be addressed by publishing them in the Association's newsletter and /or on the website and/or by e-mail.

Be it moved that article 7.2 of the Procedures Manual be amended to say:

7.2 Financial Accounts

Be it moved that article 7.2.1* of the Procedures Manual be amended to say:

7.2.1 At each Annual General Meeting of RSCDS Toronto Association the membership will decide by affirmative vote whether or not to appoint an accountant to conduct an Audit or Review Engagement or Compilation for the financial year, in accordance with applicable legislation. At each AGM of the RSCDS Toronto Association the Treasurer will present the financial statements.

Be it moved that article 8.3** of the By-laws be amended to say:

8.3 Accountants – The Members shall, at each Annual General Meeting, if required, appoint an accountant or accounting firm of the Corporation, and, in default of such appointment, the Board shall make such appointment. Any accountant, or accounting firm, so appointed shall hold office until the next Annual General Meeting.

* 7.2.1 currently states: There must be an audit of the books, accounts and records of the RSCDS Toronto Association at least once per year. A qualified accountant appointed at each Annual General Meeting must perform this audit. At each Annual General Meeting of the RSCDS Toronto Association, the Treasurer presents the audited financial statements.

** 8.3 currently states: Auditors - The Members shall, at each Annual General Meeting, appoint an auditor or auditors of the Corporation, and, in default of such appointment, the Board shall make such appointment. Any auditor so appointed shall hold office until the next Annual General Meeting.

Nominations:  Board Positions 2020 - 2021

The Nominations Committee is mandated to prepare a slate of nominees for Board positions and to present its recommendations to the members for their approval at the Annual General Meeting. At the AGM on April 25, 2020, the following members are proposed for Board positions.

Chair            Louis Racic

Vice Chair            Paul Barber

Treasurer            Wendy Fulton

Secretary            Fiona Alberti

Membership Director            Bill Barber

Program Director            Kevin Moloney

Marketing/Outreach DirectorRon Macnaughton

Education & Training Director Tony Szeto

Communications Director (position still to be filled)

For all Board positions, be prepared to commit to at least two consecutive one-year terms. The Secretary, Membership Director, Program Director, Communications Director, and the two Directors-at-Large (Marketing, and Education & Training) may be re-elected for up to five additional one-year terms. The Treasurer can be re-elected indefinitely until a suitable qualified person is nominated.

The Vice Chair position should be filled by someone who:

  1. has previously served as a member of the Board

  2. has been a former executive member

  3. has been a convenor, or

  4. has been a Committee Chair

The incumbent Vice Chair is expected to fill the position of Chair, with a two-year commitment in each role.

More information: Deirdre MacCuish Bark (Nomination Committee Chair) 905.822-1707 
or Fiona Alberti (Secretary)