PFAC Nomination Process Policy

P.O. Box 238 | Carleton Place ON, Canada | K7C 3P4 www.pfac.com (416) 447-9970 petfood@pfac.com PFAC Nomination Process Policy Proposal Background The current PFAC by-laws allow for any firm, corporation or branch of the same that is either located in Canada or sells pet food in Canada to pay its dues and become an active member. Each active member can then assign a single delegate, who is eligible to hold office and be elected to the board of directors. Each director is allowed a single vote. The question arose on whether a company with multiple branches or subsidiaries all could hold individual memberships, all have a delegate as a director, and all have individual votes on the board. Under the current by-laws, the answer is yes. Other members have found this to be problematic, with a single company, even though its branches may operate independently, having potentially one third of board votes. There was a discussion with the nominating committee earlier in the summer, and it was felt that it was important to maintain the engaged and active voices on the board, while also allowing for diversity of views, opinions, and experiences. It was also noted that to make any changes that would limit participation or reduce diversity would be counterproductive. It was mentioned that having a voice on the board and being engaged was more important to some than having a vote, considering there has never been a vote, and historically PFAC has operated by consensus. The following is for review of PFAC manufacturing members for vote at the AGM on November 14, 2024, in Quebec City at the PFAC annual conference. P.O. Box 238 | Carleton Place ON, Canada | K7C 3P4 www.pfac.com (416) 447-9970 petfood@pfac.com Proposed changes After discussing, it was agreed by the nominating committee and the PFAC Board that the following is presented for review and vote of the membership: • Change the by-laws to only allow a single board vote by each company, and modify the language to clarify that each individual branch of a company, if a paying member, can be nominated for the board, but the parent company of a group of subsidiaries would have the single vote on the board, and could delegate the voting right to themselves or one of their subsidiaries Proposed By-Law Changes: • The address of the association in the by-laws was never changed, so this will be changed at the same time, if the other amendments are accepted. • How voting works on the board will be changed to only allow a single vote per company regardless of the number of subsidiaries or branches From the PFAC by-laws, with proposed amendments and changes in red: 6.1 Votes to Govern and Casting Vote At any meeting of the board every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. Each parent company that has at least one or more subsidiaries is authorized to exercise only (1) vote, and shall decide which director on the board will exercise the vote, if multiple subsidiaries are represented. Each other director who belongs to a company with no subsidiaries is authorized to exercise one (1) vote. In case of an equality of votes the Chairperson of the meeting shall have a second or casting vote. o In this way, the board maintains its engaged members, and allows for diversity of thought and experience, while maintaining an equal balance of power, should any issue come to a vote o It is recommended that for purposes of the AGM, that each individual member still be allowed one vote. The thought is that with 23+ members, having 2-3 votes coming from a single parent company won’t have a significant impact P.O. Box 238 | Carleton Place ON, Canada | K7C 3P4 www.pfac.com (416) 447-9970 petfood@pfac.com • It is proposed to create a nomination policy (that the current by-laws allow the nominating committee to do), that outlines the process for nominations, including timelines, deadlines, application process, process for review of nominees, and election process if there is enough interest that warrants an election o This will outline the fact that PFAC will continue to maintain a 9-person board, and not amend the articles of incorporation at this time (increasing the number of board seats can be reviewed in the future, should there be increased interest and more nominations) o Any member in good standing can be nominated, and if more than 9 nominees, there will be an election held at the AGM, and the top 9 with the most votes will be elected to the board o If approved and accepted by the membership, it will be made clear that no board position is guaranteed for any one company in any given year (other than terms being served). • With an approved vote at the AGM by membership this November, this process would be put into place for the following year. • Changing the by-laws requires a vote by members, and once completed must be notified to Corporations Canada, along with any change in Directors. • Once approved, a nomination policy will be created based on the above changes and principles, including timelines, deadlines and nomination process, and will be shared with members on the members only website before the end of the year, and put into practice for 2025.