May 23, 2008 - Board Minutes

Minutes of a Special Meeting of the BOARD OF DIRECTORS of CRTV that was held on the 23 May 2008 in the Board Room, Sinnott & Co., Campbell River, BC.

Archived Board Minutes

Present: J. Kerr by Telephone, R. Kerr, B. Henshall and K. Croft.
Also Present: Jim Forsyth, CEO                 
Dan Wickham, Lawyer

1) Call to Order at 3:50 pm

B. Henshall chaired the meeting since J. Kerr had teleconferenced into the meeting.

2) Minutes of Meetings:

Moved by R. Kerr, seconded by K. Croft:
THAT the CRTV board minutes of the 16th May 2008 be approved.
CARRIED

3) Discussion & Motions:

Discussion ensued in regard to the minutes of the previous meeting of the 16 May 2008 in regard to Bylaw 13.

Moved by K. Croft, seconded by J. Kerr:
THAT the following motion that was approved at the 16 May 08 meeting of the Board be rescinded: "THAT written notice be sent to members that are inactive by a method to be determined by legal counsel that the accounts are to be terminated under a motion by the Directors under Bylaw #13, and that if there is not a reactivation of the account within a specified time determined by the solicitor that their membership be terminated. It will then be up to the solicitor to determine if any further information as to the consequences to the members resulting from the termination of membership".
CARRIED

Moved by J. Kerr, seconded by K. Croft:
THAT CRTV terminate any and all memberships that have been inactive since the 30 April 2007 pursuant to Bylaw #13.
Carried by majority, (R. Kerr, opposed).

D. Wickham updated the Board in regard to the status of communications with Shaw.

The CEO updated the Board in regard to the planning that was presently underway for the Special Membership meeting that will be held in Strathcona Gardens Arena on the 2 July 2008.

The following three "DRAFT" motions were presented to the Board by D. Wickham for discussion”

                 1)  THAT Bylaw 106 be deleted and replaced with the following: All or substantially all of the non-liquid assets of The Society used to provide cable services to its members shall not be sold or otherwise disposed of unless 50% plus 1 of the members of The Society present and entitled to vote at a duly convened Annual General Meeting, General Meeting or Special Meeting of The Society vote in favour of the sale or other disposition of such assets after proper notice, pursuant to Bylaws 21, 22 and 23.

                  2)  THAT Bylaw 54 be deleted and replaced with the following: Notwithstanding Bylaws 52 and 53, the directors of the Society can only sell, or otherwise dispose of all or substantially all of the non-liquid assets of The Society used to provide cable service to its members with the approval of its members pursuant to Bylaw 106.

                  3)  THAT Bylaw 107 be deleted and replaced with the following: Upon the completion of sale of all or substantially all of the non-liquid assets of the Society, and after payment of all debts of The Society or provision for payment having been made, the remaining assets shall be distributed proportionally among the corporate and ordinary members of The Society.

                  The CEO reviewed a DRAFT press Release with the Board, and after editing, the attached press release will be sent out to the Media on the 26 May 2007.

Moved by R. Kerr, seconded by K. Croft:
THAT the attached proxy forms are to be used for the upcoming Special Meeting of the membership.
CARRIED.

Moved by R. Kerr, seconded by K. Croft:
THAT the letter received from the Campbell River Community Foundation and dated the 22 July 2008 be received and filed.
CARRIED

4.  Adjournment:

Moved by R. Kerr, seconded by J. Kerr:
that the meeting be adjourned at 5:19 pm.
CARRIED
_________________________________________________________________
Next Board Meetings arranged for the 2 June 08 at 6:00 pm at the Coast DI
      

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