To:      MEMBERS OF PROSPECTORS & DEVELOPERS ASSOCIATION OF CANADA (the “Corporation”)

From:  Lisa McDonald, Secretary

Re:      Notice of Annual General Meeting

Date:   February 12, 2021

 

On behalf of the Board of Directors of the Prospectors & Developers Association of Canada, we invite you to attend the Annual General Meeting of members taking place virtually via AdobeConnect on Monday, March 22, 2021 at 12:00 PM (EST).

The agenda for the annual meeting is as follows:
A. Receive and consider the financial statements of the Corporation for the fiscal year ended September 30, 2020;
B. Report of the auditors;
C. Appointment of the auditors;
D. Approval of revised by-laws (see below);

PDAC 2021 By-Law N.1 - Explanation of proposed changes
PDAC 2021 By-Law N.1 - Blackline version showing the proposed changes
PDAC 2021 By-Law N.1 - For Approval

E. Report on the results of election of new directors;
F. Other business

Financial Statements are available upon request. 



Agenda Item D: Approval of revised by-laws

WHEREAS the Board of Directors considered it appropriate to amend the by-laws of the Corporation to (a) update the provisions regarding members’ meetings, including to reduce quorum, permit completely electronic meetings and extend the time for holding of the annual meeting; (b) update provisions regarding directors’ terms; (c) remove much of the provision of the by-law regarding conflict of interest and, instead, refer to the detailed obligations that directors have under the relevant federal Act and the Corporation’s code of conduct; (d) simplify the provisions around committees; and (e) make certain minor amendments;

AND WHEREAS the Board of Directors passed a resolution at its meeting in January 2021 approving the amendment of the by-laws subject to confirmation by the Members;

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

  1. The general by-law of the Corporation is repealed and replaced by the new general by-law No. 1 which has been submitted to this meeting and will be effective as of the date of this meeting;
  2. Any officer or director of the Corporation is hereby authorized for and on behalf of the Corporation, to execute and deliver all documents and instruments and to take such other actions as they may determine to be necessary or desirable to implement this Resolution and the matters authorized here, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.


In order to attend the virtual AGM, members must click on the link below to RSVP and register. Be sure to enter your name, email and membership number to complete your registration. All registered members will receive a confirmation email with login information to attend.