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FEBRUARY 20 SPECIAL NOTICE MEETINGS - FREQUENTLY ASKED QUESTIONS

1.	Why was the vote not taken as scheduled on January 23rd, 2016?
	The Board of Directors unanimously decided in their meeting on Friday, January 22nd, 2016 to adjourn the voting part of the meeting scheduled and hold an information session for both groups of members. The meeting was adjourned and the vote will be held Saturday, February 20th, 2016 at the same location and same time for both groups – 10:00am for non-voting members and 11:00am for voting members.

2.	I sent in a proxy for the January 23rd, 2016 vote. What happens to my proxy and can I change my vote previously cast?
	Any proxies received by mail, email to vote@rodeocanada.com or by fax to the CPRA office will remain in effect. This includes both proxies received before and after the old deadline of January 20, 2016. If you would like to withdraw your proxy in order to submit a revised proxy or to vote in person, it can be done by the member requesting in writing, by mail, email to vote@rodeocanada.com or by fax to (587) 254-9955 requesting their proxy be withdrawn. Proxies can also be withdrawn by request of the member to the CPRA President on the day of the vote up to the time that the vote occurs. Any revised proxy must be received by the new deadline date of Wednesday, February 17, 2016 at 4:00pm Alberta time. If this is replacing an existing proxy, the existing proxy must also be withdrawn prior to the submission of the revised proxy.

3.	I am now not able to attend the vote now scheduled for February 20th, 2016. Can I submit a proxy?
	Yes. A new proxy form is now available with the new deadline date and time of February 17th, 2016 at 4:00 pm Alberta time. Proxy forms must be submitted to the office by mail, email to vote@rodeocanada.com or by fax to (587) 254-9955 and must be received by the deadline in order to be valid. All proxies must be received by 4:00pm Alberta time on Wednesday, February 17th, 2016. Proxies will not be accepted after the deadline. No proxies will be accepted at the meeting. Further Proxy Form Information: The Proxy Form is to be used if you cannot attend the meeting in person, but would still like to vote on the subject at hand. For the vote to be held on February 20, 2016, you MUST vote either “For” or “Against” the motion. You cannot elect someone to decide on the vote for you at the meeting. Yes, a member has to right to vote in person or by proxy. The proxy will be accepted if it is received by phone, fax or mail by the deadline on January 20, 2016. If a member then arrives at the meeting to vote in person, they will be returned their proxy for destruction prior to entering the meeting. If you designate someone other than current President Murry Milan as your proxy, this person may be allowed the opportunity to speak as a proxy holder at the meeting. Please note that this is at the discretion of the Board of Directors. Should the vote take place by secret ballot, they will be provided a file including the copy of the proxy vote designated to them and will ensure that the vote is cast in accordance with the proxy. All proxies must be received no later than Wednesday, February 17th at 4:00 PM MST and can only be delivered three ways. Mail: Canadian Professional Rodeo Association 272245 Range Road 292 Airdrie, Alberta T4A 2L5 Email: vote@rodeocanada.com Fax: (587) 254 9955

4.	The CPRA normally holds its annual general meeting (AGM) in March. Can the meeting still proceed if the resolution is voted down on February 20th?
	The CPRA’s annual general meeting date is set by the Board of Directors and although historically the AGM has been held in March, it does not have to be. Under the new Canada Not-for-profit Corporations Act, the annual general meeting must be held on the earlier of 6 months after the organizations fiscal year-end or 15 months after the last AGM held. For the CPRA, this would mean that an AGM must be held by the end of May as the organization’s most recent fiscal year end is November 30, 2015.

5.	It was stated the CPRA must hold its next Annual General Meeting by the end of May. Does this mean that the organization must adopt updated bylaws at a point in time prior to the end of May?
	As noted above, under the new Canada Not-for-profit Corporations Act, the annual general meeting must be held on the earlier of 6 months after the organizations fiscal year-end or 15 months after the last AGM held. For the CPRA, this would mean that an AGM must be held by the end of May as the organization’s most recent fiscal year end is November 30, 2015. If the organization is unable to adopt revised bylaws that are in compliance with the new Canada Not-for-profit Corporations Act before the end of May, an annual general meeting must still go ahead with a meeting date by the end May. The meeting will be held in accordance with the organization’s existing bylaws except for those bylaws that are in contradiction or violation under the new Canada Not-for-profit Corporations Act. For those bylaws that contradict or violate the Act, the rules under the Canada Not-for-profit Corporations Act will prevail. For example, current Bylaw 5.5 would be overridden as the Act requires that the voting Members fix the number of directors (between 4 and 10 as per the Articles) and shall elect directors by ordinary resolution. This would require the voting process to be planned and would require the nomination of directors from all members and election of directors by all voting members.

6.	Why are we doing this – in simple terms – for voting & non-voting members?
	The Canadian Professional Rodeo Association is a not-for-profit and must follow the Canada Not-for-profit Corporations Act. A new Canada Not-for-profit Corporations Act came into effect in 2013. As a result, the bylaws of the CPRA needed to be reviewed for compliance with the new act. A Governance Committee, consisting of members from the 2015 Board of the Directors, was formed and through their work with legal support, and have put forth the resolutions to be voted on at the special meeting on January 23rd. Voting members The current bylaws of the CPRA have three classes of voting members – regular, lifetime & honorary. It was determined by the Governance Committee that there are no honorary members and lifetime members have to be regular members. Therefore, it is being proposed that regular members will become one class of voting members. Under the current bylaws, the categories of regular members are: contestant, stock contractors, rodeo committee, and contract personnel. The proposed bylaws will replace those categories with the following categories of regular members: Bull riding, bareback, saddlebronc, calf roping, team roping, steer wrestling, ladies barrel racing, and rodeo committees. The proposed bylaws then creates a group known as Associates (see non-voting members section) which may contain categories such as stock contractors, contract personnel and others which are not defined under the bylaws but would be set-up by the Board of Directors. Non-voting members Under the old Act, it was possible to have a class of members designated as non-voting which in fact had no right to vote. Under the new act, if you have a class of non-voting members, they can still vote on certain matters (such as fundamental changes to the organization). The bylaw committee is proposing to remove the class of non-voting members and bring in Associates. Associates would not be voting members of the CPRA. Associates would still be required to pay annual fees.

7.	Who can vote at the Special Meeting on Febrary 20, 2016?
	Special Meeting of Non-Voting Members at 10:00 AM: This meeting will include ALL Semi-Pro, Permit, Timers, Rodeo Secretaries, Non-Competing or Non-Participating Lifetime Members and Non-Contestant Rodeo Personnel in good standing as of December 30th, 2015. Special Meeting of Voting Members at 11:00AM: This meeting will include ALL Full-Card Contestants, Competing or Participating Lifetime Members, Stock Contractors, Rodeo Committee Members and Contract Personnel Members in good standing as of December 30th, 2015.

8.	If I am involved in the Special Meeting of Non-Voting Members at 10:00AM on February 20, 2016, can I stay for the Voting Members Meeting at 11:00AM?
	If we receive a large turnout for the 11:00 AM Voting Members meeting, we may ask that you do not stay for the meeting due to space restrictions. If space allows, you will be welcome to stay, with priority seating going to Voting Members first.

9.	What does it mean to be “In Good Standing”?
	For the Special Meeting on February 20th, 2016 a member in good standing is someone who: * Has paid his/her annual membership fees for the 2015 Rodeo Season, has no outstanding fees as of December 30th 2015, and does not appear on the Canadian Professional Rodeo Association’s suspended list. * Please note: You do NOT have to have renewed your membership for 2016 in order to attend and vote.

10.	Do I need to bring anything to the meeting?
	Please bring a valid photo ID (ie: driver's licence) to the meeting in order to check in for voting.