Electoral Process

Electoral Process

Nominations are now Closed.

The Annual General Meeting (AGM) and elections to the Board of Directors of the Canadian Health Food Association (CHFA) will be held on Wednesday, April 28, 2021, 2020, at 3:00 p.m. ET. To be eligible to vote at the AGM, you must be a CHFA Member in good standing prior to the date of record, April 2, 2021.

The Board of Directors will consist of nine members representing, where possible, an equal number of individuals who are members engaged as retailers and members who are engaged as suppliers. The ninth director may be either a retailer or a supplier, or an individual who is independent of any member.

Following a thorough review of all expressions of interest submitted in the fall of 2020 and a rigorous interview process, the Nominating Committee is recommending the following individuals as nominees to the Board of Directors of CHFA.

matt breech Matt Breech, TallGrass Natural Health (Supplier)
Matthew Breech is co-founder and CEO at TallGrass Natural Health and Botanica, founded in 1997 and based in Vancouver, BC. Fully bilingual in English and French, and conversational in Mandarin Chinese, Matt has worked as a leader in the natural health industry for over 20 years. Learn more about Matt here.

krista cunningham Krista Cunningham, Indigo (Supplier)
Krista Cunningham joined Indigo Natural Products Management in January of 2018 and is currently the General Manager. In this role, Krista is responsible for overall leadership of Indigo organization across Canada as they manage brand and customer partnerships to execute client strategies with excellence, across both the conventional and natural trade. Learn more about Krista here.

adrienne uy Adrienne Uy, SPUD.CA and Blush Lane Organic Market (Retailer)
Adrienne is the Chief Financial Officer of SPUD and Blush Lane, a company with a mission to bring the freshest groceries from the farm to your doorstep. She leads all finance, accounting, payroll and legal operations for the brand. Learn more about Adrienne here.

Download Nomination Form

These nominees satisfy the criteria the Board has identified, including two supplier and one retailer members; geographically distributed throughout Quebec, Eastern and Western Canada; bilingual representation; gender and racialized diversity; competencies in the following areas – financial acumen and Board/governance experience.

At this time, the board requests any further nominations for director by any Member of CHFA, provided that each nomination is in writing signed by the member, seconded in writing by two members in good standing, and consented to in writing by the nominee, who must be a member (or shareholder, director, partner, member or employee thereof).

Following is a brief summary of the responsibilities of a director:
  • Commitment to the work of the Association;
  • Knowledge and skills in one or more areas of board governance;
  • Actively participate in at least one committee;
  • Attendance at board meetings;
  • Attendance at the Annual General Meeting, strategic planning and/or board development sessions;
  • May be required to attend trade shows to present awards or other special events;
  • Be informed of the services provided by CHFA and publicly support them;
  • Prepare for and participate in the discussions and deliberations of the board;
  • Be aware of and abstain from any conflict of interest.
Candidates should also be aware that personal liability for directors could attach under the following conditions:
  • If issues affecting the Association are not given due consideration;
  • Failure of the Association to remit source deductions (i.e. CPP, EI, Income Tax);
  • If there are unpaid wages or service contracts;
  • If a director fails to exercise the duty of care expected of a reasonably prudent person.

For a more detailed memorandum of the responsibilities and liabilities of a director, or if you have any questions regarding the member status of your company, please contact the Board Administrator via email at board@chfa.ca.

Nominations (including synopsis) for director must be received by Friday, March 26, 2021, at 11:00 a.m. ET, and should be addressed to the Nominating and Governance Committee via email at board@chfa.ca.

Download Nomination Form

CHFA Board of Directors Electoral Process

As a federally registered, not-for-profit trade association, CHFA is incorporated under the Canada Not-For-Profit Act. The Act and CHFA’s by-laws are the rules under which CHFA operates.  As such CHFA is governed by a Board of Directors who are elected by the members of the Association. The detailed formal requirements of the CHFA election process are outlined in section 24 through 26 of CHFA’s by-laws and can be found here.

Steps in the Election Process

Nominations for directors are made by the nominating committee that has been established by the Board of Directors for the express purpose of identifying qualified Board candidates. To assist the nominating committee with this task, a request for expressions of interest goes out to all Members approximately 150 days prior to the Annual General Meeting (AGM) of Members via a member bulletin, distributed in both English and French. An expression of interest is an initial, informal notice from a member that says he or she is interested in being nominated to the Board of Directors.

The list of proposed nominees must be considered against an established criteria and approved by the full Board. Once approved by the Board, the proposed list is provided to the membership at least 45 days preceding the date fixed for the AGM, together with a request for further nominations from the Members.

Any Member may make additional nominations for directors, provided that each such nomination is signed in writing by the Member, seconded in writing by two Members in good standing, and consented to in writing by the nominee, who must be a Member (or shareholder, director, partner, member or employee thereof). Each such nomination must be delivered to the Chair 30 days prior to the annual meeting of Members. A list of all nominees shall be mailed to each Member, together with a list of the continuing directors, and the notice of the meeting, which includes the agenda and financial statements. No additional nominations for director may be made at the AGM.

Approximate Election Timeline - Based on April AGM

October, November Multiple communications to Members Requesting Expressions of Interest
November November 19, 2021 Deadline for Expressions of Interest to be received
February Determine Date of Record Determined by Board of Directors
February, March Multiple communications to Members List of Nominees and request for additional nominations to go to all Members
March March 11, 2022 Deadline for nominations to be received from Members
March Multiple communications to Members Dispatch all nominations to be forwarded to all voting members with notice of AGM (email)
TBD TBD Date of Record, as determined by Board of Directors
April April 13, 2022 AGM

Voting and the AGM Process

Once the notice of the AGM has gone out to all Members, electronic voting for directors, and the Association’s auditor begins. 

Electronic voting in advance of the AGM streamlines the voting process, makes it easier for Members to participate and has greatly increased Member participation. The AGM will be entirely held by webcast, making it easy for Members to attend virtually.  During the electronic voting process, an independent firm will verify that ballots have been cast only by active Members, and that each Member has cast only one ballot.

The Chair of the Board of Directors chairs the meeting and in accordance with section 16 of CHFA’s by-laws. Only one representative of each CHFA member company or their named delegate is entitled to speak at the AGM.

The following are general components of CHFA’s AGM:

  • Welcome Members
  • Introduce Board Members and staff
  • Review meeting guidelines
  • Reports on attendance and confirmation that quorum has been reached, including votes submitted during online voting
  • Adopt and approve the agenda (agenda items cannot be added from the floor and must be added in advance by contacting the Board Administrator at board@chfa.ca)
  • Approval of the minutes of the previous Annual General Meeting
  • Presentation of financial statements
  • A brief update on CHFA activities for the past year
  • Appointment of Auditors
  • Nominating Committee  report & election of new Board members
  • Adjournment

With the election completed, any new business can be brought before the meeting and following this, the meeting will be adjourned.

Amendments to
CHFA’s by-laws are normally done in consultation with, or as a result of broad feedback from Members, vetted through the Board of Directors, and must be in accordance with applicable laws and CHFA’s by-laws.

A member entitled to vote at an annual meeting may make a proposal to make, amend or repeal a by-law as allowed by Section 152(6) of the Canada Not-for-Profit Corporations Act. Any proposal made in accordance with Section 163 and submitted within the “prescribed period”.

(Section 163(6)) of 90 to 150 days before the anniversary of the previous AGM (Section 66 the regulations to the Act (the “Regulations”) will be included by CHFA ithe notice of the meeting.

Specific questions may be addressed to board@chfa.ca.