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 29, 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 6, 2020.
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 2019 and a rigorous interview process, the Nominating Committee is recommending the following individuals as nominees to the Board of Directors of CHFA.
Isabèle Chevalier, Bio-K+ (Supplier)
Isabèle is CEO of a family owned company in the research, manufacturing and retail of probiotics. She is a corporate generalist with broad experience in manufacturing, R&D, sales and marketing in the health food, drug and mass retail sector in Canada, the United-States and recently opened new markets in Europe and Asia. Learn more about Isabèle here.
Mathew Holtmann, Vita Health Fresh Market (Retailer)
Mathew owns and operates the third-generation Vita Health Fresh Market retail stores in Winnipeg, Manitoba. Having introduced organic and natural grocery items in the Vita Health stores, Mathew began the transition from predominantly supplement-focused stores to the six full-service fresh markets Vita Health operates today. Learn more about Mathew here.
Sanjiv Jagota, Nature’s Source (Retailer)
Sanjiv Jagota is President and Founder of Nature’s Source and Nature’s Signature, a multi-store Ontario-based chain. With more than 23 years of experience in the natural health industry, Sanjiv has in-depth knowledge of the landscape not only in the retail space, but also in the practitioner space; online as well as at the vendor level. Learn more about Sanjiv here.
These nominees satisfy the criteria the Board has identified for the upcoming term, including two retailer and one supplier member; geographically distributed throughout Quebec, Eastern and Western Canada; bilingual representation; gender and racialized diversity; competencies in the following areas – governance, regulatory and government relations and networking.
At this time, the board requests any further nominations for director by any mfoember 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:
Candidates should also be aware that personal liability for directors could attach under the following conditions:
- 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.
- 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 email@example.com.
Nominations (including synopsis) for director must be received by Friday, March 27, 2020, at 11:00 a.m. ET, and should be addressed to the Nominating and Governance Committee via email at firstname.lastname@example.org.
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
||Multiple communications to Members
||Requesting Expressions of Interest
||December 6, 2019
||For Expressions of Interest to be received
||Determine Date of Record
||Determined by Board of Directors
||Multiple communications to Members
||List of Nominees and request for additional nominations to go to all Members
||March 27, 11:00am ET
||Deadline for nominations to be received from Members
||Multiple communications to Members
||Dispatch all nominations to be forwarded to all voting members with notice of AGM (email)
||April 6, 2020
||Date of Record, as determined by Board of Directors
||April 29, 2020
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. As there was only one vote cast during the actual meeting in 2019, in 2020 all voting will be done electronically. 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 wat 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 email@example.com)
- 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
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 firstname.lastname@example.org.