Voting Notice
Dear RTRS Members,
As approved by Circular Resolution N° 11 dated November 10th, 2023, the RTRS Executive Board decided to:
- Submit to the consideration of the RTRS Participating Members the approval of the resolutions explained in Section A below by means of a written resolution in accordance with Article 18 of RTRS Statutes, following the procedure described in more detail in Section B below; and
- Carry out the elections of Executive Board members nominated to fill in vacant seats for the period 2023-2025 as further explained in Section C below by means of a written resolution in accordance with Article 18 of RTRS Statutes, following the procedure described in more detail in Section D
The purpose of this Voting Notice is to provide the RTRS Participating Members with the information, instructions, and documents necessary for the exercise of their voting rights in connection with the proposed resolutions.
Please be kindly reminded that Observing Members are not involved in this voting procedure, as they do not have voting rights. Only Participating Members are entitled to cast votes using the Voting Ballot Sheet attached hereto or delivered in a separate email by DocuSign on behalf of RTRS.
The results of the voting procedure will be communicated by -email and published on the RTRS Website.
We remain available for any further clarifications in connection with this Voting Notice.
Best regards,
Lieven Callewaert, President
A. Resolutions Submitted to the Consideration of RTRS Participating
1. Approval of the amount, scaling, and payment method of the membership fee in accordance with Article 39(3) of RTRS Statutes.
1.1. Introduction
According to Article 39(3) of RTRS Statutes, on an annual basis the Executive Board reviews the amount, scaling and payment method of the membership fee and submits its proposal to the approval of the General Assembly Meeting. Therefore, in accordance with Article 39(4) of RTRS Statutes, each Ordinary General Assembly Meeting shall include a resolution on the membership fee.
At the Executive Board meeting held on April 18, 2023, the RTRS Executive Board decided to approve the amount, scaling, and payment of the membership fee.
1.2. Documents
Please find attached as Annex A.1 the following documents:
- Annex A.1 – Amount, scaling, and payment method of the membership fee
1.3. Voting Procedure
Please see Section B of this Voting Notice.
2. Approval of the expulsion of Aves Reproductoras de Centroamerica S.A. due to the default of its obligation to pay the annual membership fee due on April 1st of the previous calendar year as set forth in Article 8(1) of RTRS Statutes.
2.1. Introduction
As it was approved at the meeting held on April 26, 2018, regarding the actions to be adopted in connection with Members in default of certain obligations, at the meeting held on October 6, 2022, the Executive Board approved the suspension of Aves Reproductoras de Centroamerica S.A. due to its default in the payment of the annual membership fee.
At the meeting held on April 18, 2023, the Executive Board approved the expulsion of Aves Reproductoras de Centroamerica S.A. due to its remaining in default of its obligation to pay the annual membership fee due on April 1st, 2022, ad referendum of the ratification by the RTRS Participating Members.
RTRS Participating Members are now asked to ratify this decision.
2.2. Voting Procedure
Please see Section B of this Voting Notice.
B. Voting procedure for resolutions listed in A.1 and A.2.
I. Participating Members must cast their votes using the “Voting Ballot Sheet.” You may complete the Voting Ballot Sheet using DocuSign without the need of downloading any application or software simply by clicking on the button “Review Document” of the email you received with the subject “Please DocuSign: Voting Ballot pdf.”
II. Participating Members will have 30 calendar days to exercise their voting rights starting upon the date of this Voting Notice and ending on December 15th, 2023 (the “Voting Period”). Any Voting Ballot Sheet which is submitted after the Voting Period will be disregarded.
III. In order for a resolution to be passed it is required that (i) a simple majority (more than half) of all 186 Participating Members at the time of the publication of this Voting Notice (without consideration of the constituencies) cast a vote either (y) by casting a vote in favor or against the resolution or (z) by abstaining from voting, using the “Voting Ballot Sheet,” and at the same time (ii) no Participating Member cast a vote against the resolution.
IV. If no simple majority of all Participating Members is achieved, the resolution will be deemed rejected.
V. If simple majority of all Participating Members is achieved, but at least one Participating Member has cast a vote against the resolution, a re-counting of the votes at a constituency level will be conducted by the RTRS Secretariat.
VI. If such re-counting of the votes reveals a simple majority (more than half of the valid votes cast) in favor of the resolution within each of the constituencies having cast a vote, the resolution will be deemed passed.
VII. If such re-counting of the votes reveals a simple majority (more than half of the valid votes cast) in favor of the resolution within any of the constituencies having cast a vote not being achieved, the resolution will be deemed rejected.
VIII. In order to calculate whether the simple majority has been achieved under VI and VII above, abstentions will be disregarded.
C. Elections of Executive Board members nominated to fill in vacant seats for the period 2023-2025.
- Introduction
For the period 2023-2025, there are (i) five (5) vacant seats in the Producers constituency; (ii) three (3) vacant seats in the Civil Society Organizations constituency; and (iii) three (3) vacant seats in the Industry, Trade and Finance constituency.
Please be informed that
- for the Producers constituency seven (6) nominations were received;
- for the Civil Society Organizations constituency, no nominations were received; and
- for the Industry, Trade and Finance constituency six (6) nominations were
- Documents
Please find attached as Annex B the list of Executive Board candidates validly nominated to fill in vacant seats within each of the constituencies.
- Voting Procedure
Please see Section D below
D. Voting procedure for the election of Executive Board Members.
I. The election of the Executive Board members will be conducted by
II. Participating Members must cast their votes using the “Voting Ballot Sheet.” You may complete the Voting Ballot Sheet using DocuSign without the need of downloading any application or software simply by clicking on the button “Review Document” of the email you received with the subject “Please DocuSign: Voting Ballot pdf.”
III. Participating Members will have 30 calendar days to exercise their voting rights starting upon the date of this Voting Notice and ending on December 15th, 2023 (the “Voting Period”). Any Voting Ballot Sheet which is submitted after the Voting Period will be disregarded.
IV. The election of each Executive Board member will require (i) that the simple majority (more than half) of the Participating Members of the relevant constituency at the time of the publication of this Voting Notice cast a vote either (y) by casting a vote in favor or against the election or (z) by abstaining from voting, using the “Voting Ballot Sheet,” and (ii) the approval by simple majority (more than half of the valid votes cast) within the respective constituency. In order to calculate whether the simple majority has been achieved under (ii) above, abstentions will be disregarded.
V. In the case of the Producer or Industry, Trade and Finance constituencies where more nominations than vacant seats were received, each Participating Member shall be entitled to vote in favor or against each of the candidates of its constituency. If the requirements described in IV (i) and IV (ii) above are satisfied in connection with more candidates than vacant seats, the candidate(s) with the highest percentage of favorable votes shall be elected. In case of tied votes, the election shall be determined by drawing of votes.
VI. In the case of the Civil Society Organizations constituency where less nominations than vacant seats were received, or if the satisfaction of the requirements described in IV(i) and IV(ii) above cannot be achieved for the election of a number of Executive Board members equivalent to the number of vacant seats within any of the constituencies, the seats not filled shall remain vacant and the members of the Executive Board representing such constituency may nominate an interim member to fill the vacant positions until the next General Assembly Meeting as provided for in Article 20(9) of RTRS Statutes.
