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Bulletin #0401-M

Membership Information
Special Meeting of Members

Contact: Jason
D.
Bennett
BULLETIN #0401 – M
Corporate Secretary
October 5, 2009
Phone: 416-943-7431
Email: jbennett@mfda.ca

MFDA Bulletin

Membership Information

For Distribution to Relevant Parties within your Firm

Special Meeting of Members

As announced in MFDA Bulletin #0387-M, a Special Meeting of MFDA Members was held on
October 2, 2009 at the St. Andrew’s Club and Conference Centre in Toronto, Ontario. The
purpose of the meeting was for Members to consider and vote on changes to the MFDA’s
governance structure set out in MFDA By-law No. 15 which was enacted by the Board of
Directors on August 18, 2009 following recommendations made by the MFDA Task Force on
Governance Issues.

Members voting in person and by proxy at the Special Meeting approved the amendments to
MFDA By-law No. 1 set out in By-law No. 15 by the requisite two-thirds of votes cast at the
meeting, pursuant to section 32 of By-law No. 1. The amendments will be effective on a date to
be determined by the Board of Directors, provided that applicable regulatory and corporate law
approvals are obtained.

The practical consequences of By-law No. 15 being approved, in conjunction with the revised
Terms of Reference of the Governance Committee, are (i) the Board of Directors will be
expanded from 13 to 15 directors; (ii) the definition of ‘Public Director’ will be more flexible;
(iii) candidates for Public Director will be subject to a mandatory 1-year cooling off period; (iv)
all members of the Board of Directors will be subject to a maximum tenure of four two-year
terms of office; and (iv) two of the seven Industry Directors on the Board of Directors will at all
times be selected directly by Members through an annual nomination and balloting process.

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