Purpose of this page (read first):
This page publishes AppraisalDefense.ca (AD) member‑governance material, including the exact text of member proposals submitted under CNCA s.163 for voting at the AIC Annual Meeting of Members (AMM) on May 29, 2026.

Important: This page is an unofficial convenience copy for early review. It does not replace AIC’s official Notice of Meeting, agenda, proxy form, or voting instructions. In the event of any difference, AIC’s official materials govern.

Status / process note:
AIC has advised (through counsel) that these proposals will be circulated with the Notice of the upcoming annual meeting, and that the annual meeting package will be sent in due course and will include the proxy form and related information.

Quick summary (2‑minute read)

Two governance themes are being put to members:

A) PPR 2025 governance (member vote required)

Proposal 1 (Member Resolution): Suspend PPR 2025 immediately and revert to the pre‑June 1, 2025 framework unless/until members confirm PPR 2025 (or a replacement).
Proposal 2 (By‑law Amendment): Add new Section 17.2 requiring Voting Member ratification (vote) before any rights‑affecting PPR/discipline governance changes can take effect.

B) Director accountability (recorded votes + member access)

Proposal 3 (By‑law Amendment): Add new Sections 7.15–7.21 requiring recorded votes for “Major Governance Decisions” and a posted member‑accessible Board Vote Register / Decision Log.
Proposal 4 (Implementation Direction): Direct the Board to publish (within 30 days) a Decision Log + director vote record for Major Governance Decisions.

Why member motions are required (plain language)

Policies and governance instruments can materially affect member rights, obligations, and professional risk. A member proposal is the member tool that puts clear, measurable direction before Voting Members for an actual decision—rather than relying on informal “consultation” language or after‑the‑fact updates.

Proposal 1 — Suspension and Member Review of PPR 2025

What a “YES” vote does (plain language)

A “YES” vote would:

Suspend PPR 2025 effective immediately, and
require AIC to administer professional practice review under the framework in effect immediately prior to June 1, 2025, unless/until Voting Members confirm PPR 2025 (or a replacement), and
require a 30‑day advance disclosure package before any confirmation vote (full text, redline/blackline, plain‑language explanation, impact summary).

What a “NO” vote does

A “NO” vote means Proposal 1 does not pass and PPR 2025 remains in effect without this member‑directed suspension (subject to any other governance outcomes).

Full text (Proposal 1 — CNCA s.163; 500 words)

CNCA s.163 Member Proposal – Proposal 1
Suspension and Member Review of PPR 2025
Submitted by: Shawn P. O’Connor (Voting Member in Good Standing)
Form of resolution: The proposal is hereby approved.

Proposal: The AIC Professional Practice Review Policy dated June 1, 2025 (“PPR 2025”) is suspended, effective immediately.

Unless and until Voting Members confirm PPR 2025 or a replacement professional practice review governance instrument at an Annual or Special Meeting of Members, AIC shall administer professional practice review under the framework in effect immediately prior to June 1, 2025.

Before any member vote to confirm PPR 2025 or any replacement, the Board shall circulate to all Voting Members at least 30 days before the vote:

the full text proposed for confirmation;
a redline/blackline comparison against the immediately preceding version;
a plain-language explanation of material changes; and
a brief impact summary explaining effects on member rights/obligations, procedural fairness protections (including disclosure and conflict/recusal processes), and public-interest protection.

Supporting statement (included in the 500-word limit): This proposal is of general application and relates in a significant way to AIC’s governance of professional practice review. It does not ask Members to decide the merits of any individual complaint or disciplinary matter and is not submitted primarily to enforce a personal claim or to redress a personal grievance.

Proposal 2 — By‑law Amendment: Member Ratification of Rights‑Affecting PPR/Discipline Governance Instruments

What a “YES” vote does (plain language)

A “YES” vote would add a new by‑law section (Section 17.2) requiring that any rights‑affecting adoption/amendment/replacement of PPR/discipline governance instruments:

must be presented in full to Voting Members, and
must be confirmed by a member vote before it can take effect, be applied, or be relied upon within AIC.

It also requires a 30‑day disclosure package and prohibits “silence equals consent” defaults for rights‑affecting changes.

What a “NO” vote does

A “NO” vote means Section 17.2 is not added.

Full text (Proposal 2 — CNCA s.163; 500 words)

CNCA s.163 Member Proposal – Proposal 2
By-law Amendment: Member Ratification of Rights-Affecting PPR/Discipline Governance Instruments
Submitted by: Shawn P. O’Connor (Voting Member in Good Standing)
Form of resolution: The by-law amendment in Appendix A is hereby approved.

Proposal: Adopt the by-law amendment in Appendix A (adding new section 17.2 to AIC By-law No. 1).

The amendment provides that any rights-affecting adoption, repeal, replacement, re-enactment, or amendment to any PPR/discipline governance instrument must not take effect (or be applied or relied upon within AIC) unless and until it has been: (a) presented in full to Voting Members; and (b) confirmed by Voting Members at a meeting of members.

The amendment also requires the Board to provide an advance member information package (including, at minimum, the full text, a redline against the immediately preceding version, a plain-language explanation, and an impact analysis) in a form sufficient to permit a reasoned judgment before the confirming vote.

Supporting statement (included in the 500-word limit): This amendment is prospective and of general application. It is intended to strengthen transparency and member-informed governance for rights-affecting processes. It does not ask Members to decide the merits of any individual complaint or disciplinary matter and is not submitted primarily to enforce a personal claim or to redress a personal grievance.

Appendix A (Proposal 2) — Full by‑law text (new Section 17.2)

Appendix A – Text of Proposed By-law Amendment
Addition of new Section 17.2 to AIC By-law No. 1

By-law No. 1 of the Appraisal Institute of Canada is amended by adding the following new Section 17.2 immediately after Section 17.1 (and before Article 18):

17.2 Member Ratification – Rights-Affecting PPR/Discipline Governance Instruments
17.2.1 Definitions. In this By-law:
a) “PPR/Discipline Governance Instruments” means (i) the Professional Practice Review Policy (including any successor policy); and (ii) any AIC regulation, policy, guideline, rule, practice direction, committee terms of reference, procedural manual, or other procedural instrument (whether standalone or embedded in another document) that governs or materially affects professional practice review or discipline procedure.
b) An adoption, repeal, replacement, re-enactment, or amendment to a PPR/Discipline Governance Instrument is “rights-affecting” if it would reasonably be expected to materially affect member rights, obligations, procedural fairness protections, disclosure, conflicts of interest rules, recusal rules, immunity, stays, sanctions, reinstatement conditions, hearing process, evidentiary rules, or appeal rights, and includes (without limitation) any change that affects:
i. disclosure protections and file access restrictions;
ii. conflict of interest and recusal processes (including timing and whether decisions are final or non-appealable);
iii. immunity provisions;
iv. hearing openness / in-camera process and the receipt of evidence in confidence;
v. sanctions and reinstatement conditions; or
vi. appeal and stay mechanics and any clauses stating a decision is final or not subject to appeal.

17.2.2 Member ratification required.
Effective on the date this Section 17.2 is adopted, no rights-affecting adoption, repeal, replacement, re-enactment, or amendment to any PPR/Discipline Governance Instrument shall take effect, be applied, or be relied upon within the Institute unless and until it has been:
a) presented in full to the Voting Members; and
b) confirmed by ordinary resolution (majority of votes cast) at an Annual or Special Meeting of Members.

17.2.3 Precautionary approach.
In determining whether a change is rights-affecting, the Board shall adopt a precautionary approach and treat any change touching any of the categories listed in Section 17.2.1(b) as rights-affecting.

17.2.4 Member information package.
The Board shall provide Voting Members, not fewer than thirty (30) days prior to any member vote under Section 17.2.2, with a disclosure package sufficient to permit a reasoned judgment, including at minimum:
a) the full text proposed for confirmation;
b) a redlined version of the proposed changes against the immediately preceding version;
c) a written plain-language explanation of the proposed changes;
d) a written impact analysis explaining how the changes affect member rights, procedural fairness, and public-interest protection; and
e) a notice package containing sufficient information to permit a reasoned judgment by Members on the decision to be taken.

17.2.5 No default consent / no retroactivity.
No rights-affecting change may be applied retroactively, deemed accepted by default, or implemented by “opt-out” or “silence equals consent” mechanisms without member confirmation in accordance with Section 17.2.2.

17.2.6 Privilege and confidentiality.
For greater certainty, nothing in this Section 17.2 requires disclosure of privileged legal advice or solicitor-client communications, personal information protected by law, or confidential/in-camera deliberations in any specific complaint file or hearing. This Section 17.2 does require disclosure of the governance instrument text and non-privileged comparisons and impact information necessary for informed member decision-making.

17.2.7 Effect of non-compliance.
Any rights-affecting change enacted or implemented without member confirmation in accordance with Section 17.2.2 shall be treated as not in force within the Institute and shall not be applied or enforced in any professional practice review, discipline, or related proceeding, except to the extent required by law.

17.2.8 Severability.
If any portion of this Section 17.2 is found to be invalid or unenforceable, such invalidity shall not affect the validity of the remaining portions, which shall remain in full force and effect to the maximum extent permitted.

Proposal 3 — By‑law Amendment: Board Vote Transparency and Director Accountability

What a “YES” vote does (plain language)

A “YES” vote would amend AIC By‑law No. 1 to require that:

all “Major Governance Decisions” be decided by recorded (roll‑call) vote, and
AIC maintain and post a member‑accessible Board Vote Register / Decision Log within 30 days of each Board meeting (or written resolution), showing the decision, outcome, date, and how each director voted (FOR/AGAINST/ABSTAIN/RECUSAL/ABSENT).

What a “NO” vote does

A “NO” vote means the by‑law amendment does not pass and AIC’s current disclosure of director‑by‑director voting remains unchanged.

Full text (Proposal 3 — CNCA s.163; 500 words)

CNCA s.163 Member Proposal – Proposal 3
By-law Amendment: Board Vote Transparency and Director Accountability
Submitted by: Shawn P. O’Connor (Voting Member in Good Standing)
Form of resolution: The by-law amendment in Appendix A is hereby approved.

Proposal: Adopt the by-law amendment in Appendix A (adding new Sections 7.15 to 7.21 to AIC By-law No. 1, immediately after Section 7.14 “Insurance”).

The amendment requires that all “Major Governance Decisions” of the AIC Board of Directors be decided by a recorded (roll-call) vote and that the vote of each director be recorded as FOR / AGAINST / ABSTAIN / RECUSAL (conflict) / ABSENT.

The amendment further requires that a member-accessible “Board Vote Register / Decision Log” be maintained and posted to a members-only portal (or equivalent secure method) within 30 days of each Board meeting (or written resolution). For each Major Governance Decision, the Register must show the decision title, outcome, date of vote, the resolution text (or link to the final governance instrument), and the Director Vote Record.

The amendment includes limited confidentiality carve-outs for in-camera matters (personal/HR matters, solicitor-client privileged legal advice, complaint/disciplinary files, and confidential commercial negotiations), while still requiring that final votes on Major Governance Decisions be taken in open session and recorded unless unlawful or privilege would be waived.

Supporting statement (included in the 500-word limit): This proposal is prospective and of general application. It is intended to strengthen director accountability and transparent member-informed governance. It does not ask Members to decide the merits of any individual complaint, investigation, professional practice review, or disciplinary matter and is not submitted primarily to enforce a personal claim or to redress a personal grievance.

Appendix A (Proposal 3) — Full by‑law text (new Sections 7.15–7.21)

Appendix A – Text of Proposed By-law Amendment
Addition of new Sections 7.15 to 7.21 to AIC By-law No. 1 (Board Vote Transparency and Member Access)

By-law No. 1 of the Appraisal Institute of Canada is amended by adding the following new Sections 7.15 to 7.21 immediately after existing Section 7.14 (Insurance) and before Article 8:

7.15 Definitions (Board Vote Transparency)
For the purposes of Sections 7.16 to 7.21:
a) “Board Vote Register / Decision Log” means the member-accessible record required by Section 7.17.
b) “Director Vote Record” means, for a resolution, the vote of each Director recorded as FOR / AGAINST / ABSTAIN / RECUSAL (conflict) / ABSENT.
c) “Open Session” means the portion of a Board meeting not held in camera.
d) “In-Camera Session” means a portion of a Board meeting held in private for permitted confidential matters described in Section 7.20.
e) “Major Governance Decision” means any Board decision to approve, amend, repeal, or adopt:
i. By-laws;
ii. Regulations and governing instruments made under Article 17;
iii. Policies, standards, or frameworks that materially affect one or more of:
(A) membership rights/obligations or membership categories;
(B) professional practice/discipline process or hearing procedures;
(C) confidentiality rules applicable to Members;
(D) dues/fees/levies/assessments or insurance programs; or
(E) any other matter the Board designates as a “Major Governance Decision” by resolution.
f) “Member” means a Member in Good Standing.

7.16 Mandatory Recorded Votes
a) All Major Governance Decisions must be decided by a recorded (roll-call) vote, and the Director Vote Record must be included in the minutes of the meeting.
b) For any other Board resolution, a recorded vote shall be taken if requested by any Director before the vote is called.
c) For a written resolution under Section 7.9(d), the Director Vote Record must be documented with the written resolution, including identification of any RECUSAL (conflict) or Director not entitled to vote.

7.17 Member Publication (Board Vote Register / Decision Log)
a) The Secretary-Treasurer shall ensure that a Board Vote Register / Decision Log is maintained and made available to Members through a members-only portal or an equivalent secure member-access method.
b) The Board Vote Register / Decision Log must be posted within 30 days of:
i. the date of the Board meeting at which the decision was made; or
ii. the date of execution of a written resolution under Section 7.9(d).
c) For each Major Governance Decision, the Board Vote Register / Decision Log must include at minimum:
i. the decision title (plain-language);
ii. the outcome (carried/defeated/tabled/withdrawn);
iii. the date of the vote;
iv. the resolution text or a link to the final approved governance instrument; and
v. the Director Vote Record (including RECUSAL and ABSENT labels).

7.18 Format and Ease of Review
The Board Vote Register / Decision Log must be reasonably accessible and easy for Members to review, including:
a) a chronological list (by meeting date) and an archive; and
b) the ability to search/filter by:
i. meeting date;
ii. subject/category; and
iii. Director name (showing that Director’s recorded votes on Major Governance Decisions).
The Institute may meet this requirement by posting the Register as a web page plus a downloadable PDF and/or CSV.

7.19 Accuracy and Corrections
a) If a posting error is discovered, the Secretary-Treasurer shall post a corrected entry as soon as practicable, showing the correction date and preserving the prior entry for audit trail purposes.
b) Posting or correction of the Board Vote Register / Decision Log does not invalidate any Board act, but the obligation to post remains mandatory.

7.20 Confidentiality and In-Camera Limits
a) The Board may hold an In-Camera Session only for matters where confidentiality is reasonably required, including:
i. personal information or human resources matters;
ii. privileged legal advice;
iii. confidential investigations, complaints, or disciplinary files; or
iv. confidential commercial/contract negotiations.
b) In-camera minutes may be kept separately and need not be posted to Members.
c) However, the final vote on any Major Governance Decision must be taken in Open Session and recorded under Section 7.16, unless doing so would be unlawful or would waive privilege; in that case, the Institute shall:
i. still create and preserve the Director Vote Record; and
ii. post the Director Vote Record as soon as the legal/privilege constraint ceases; and
iii. until then, post an entry stating that publication is delayed due to legal/privilege constraints.

7.21 Paramountcy (No Contracting Out)
No policy, director agreement, committee term, confidentiality undertaking, or other internal instrument may restrict disclosure of information required to be disclosed under Sections 7.16 to 7.20.

Proposal 4 — Board Vote Register / Decision Log (Implementation Direction)

What a “YES” vote does (plain language)

A “YES” vote directs the Board to implement a practical transparency method immediately by publishing (within 30 days of each Board meeting):

a Decision Log listing each resolution and its outcome, and
the director vote record for each “Major Governance Decision.”

This is intended to be implemented immediately, whether or not Proposal 3 passes.

What a “NO” vote does

A “NO” vote means this implementation direction does not pass.

Full text (Proposal 4 — CNCA s.163; 500 words)

CNCA s.163 Member Proposal – Proposal 4
Board Vote Register / Decision Log – Implementation Direction
Submitted by: Shawn P. O’Connor (Voting Member in Good Standing)
Form of resolution: The proposal is hereby approved.

Proposal: BE IT RESOLVED THAT the Board of Directors shall publish, to a members-only portal (or equivalent secure method), within 30 days of each Board meeting:
• (a) a “Decision Log” listing each resolution considered and its outcome (carried/defeated/tabled/withdrawn); and
• (b) for each “Major Governance Decision” (as that term is defined in the proposed by-law amendment in Appendix A to Proposal 3), the Director Vote Record showing how each director voted (FOR/AGAINST/ABSTAIN/RECUSAL/ABSENT).

This direction is intended to be implemented immediately and is independent of, and not conditional on, adoption of the by-law amendment described in Proposal 3.

Supporting statement (included in the 500-word limit): This proposal relates to general governance transparency and director accountability. It does not require disclosure of complaint/disciplinary files, personal information, or solicitor-client privileged advice. It does not ask Members to decide the merits of any individual complaint or disciplinary matter and is not submitted primarily to enforce a personal claim or to redress a personal grievance.

Deep dive links (optional reading)

URGENT – AIC Member Rights (AppraisalDefense.ca): https://appraisaldefense.ca/
AIC Board of Directors’ Votes and Transparency (deep dive): https://appraisaldefense.ca/aic-board-of-directors-votes-and-transparency/

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