NOTICE OF SPECIAL GENERAL MEETING

Mechanical Contractors Association of British Columbia

October 8, 2026

TO: Members of the Mechanical Contractors Association of British Columbia

Notice is hereby given that a Special General Meeting (SGM) of the Mechanical Contractors Association of British Columbia (MCABC) will be held as follows:

• Date: Wednesday, October 28, 2026
  
• Time: 10 AM Pacific Time
  
• Location: Via Zoom
  
• Registration / voting information:

This SGM will be conducted by electronic means using Zoom. Members who wish to attend the meeting must register in advance.

Following registration, Members will receive instructions for accessing the meeting, including the Zoom link. Registration will remain open until 9:00 AM Pacific Time on October 28, 2026.  Members who have not registered in advance may not be admitted to the meeting.

Voting members who are unable to participate online are requested to date and sign the Form of Proxy available in the MCABC Member Hub and return, not less than 48 hours before the time for the holding of the meeting at which the person or persons named in the proxy proposes to vote, or to send it to the chair, Kyle Wisniewski (kwisniewski@blackandmcdonald.com) or CEO Kim Barbero (kbarbero@mcabc.org), 15 minutes prior to the commencement of the meeting. Unless the instrument of proxy is provided as previously set out, it will not be valid. 

Member Hub

Purpose of the Meeting

The purpose of the Special General Meeting is for MCABC members to consider and vote on the proposed amalgamation of MCABC and the Mechanical Industrial Relations Association (MIRA).

If approved by the members of both organizations, MCABC and MIRA will amalgamate to form a new legal entity that will operate under the MCABC name.

The proposed amalgamation formalizes a long history of the two organizations working closely together. It is intended to create a more efficient operating structure, reduce duplicated administration and enable greater investment in programs and services that support members and the industry. It will also strengthen the industry’s voice and ability to advocate on the issues that affect mechanical contractors and their businesses.

The proposed governance structure is designed to ensure different contractor and member groups continue to have meaningful representation within the amalgamated organization.

Additional information about the proposed amalgamation, including what it means for MCABC members, is provided in the MCABC Member Backgrounder available in the MCABC Member Hub.

Member Hub

Special Resolution

At the Special General Meeting, eligible MCABC members will be asked to consider and vote on the following Special Resolution:

WHEREAS:

It is in the best interests of the Society to amalgamate with Mechanical Industrial Relations Association (“MIRA” and together with the Society, the “Amalgamating Societies”) to form Mechanical Contractors Association of British Columbia, as a member funded society (the “Amalgamation”) in accordance with the provisions of the Societies Act (British Columbia) (the “Act”), and upon the terms and conditions set out in the amalgamation agreement (the “Amalgamation Agreement”) of even date to be entered into among the Amalgamating Societies;

Subsection 194(1)(a) of the Act provides that a society must not submit to the registrar for filing an amalgamation application containing a constitution that includes the statement referred to in section 191(1) of the Act unless all of the amalgamating corporations are member-funded societies;

Both of the Amalgamating Societies are member-funded societies; and

Subsection 88(b) of the Act provides that the Amalgamation Agreement be adopted by special resolution of the voting members of the Society and for such purposes, a copy of the Amalgamation Agreement has been provided to the Voting Members (as defined in the Bylaws of the Society) of the Society.

RESOLVED as a special resolution of the Voting Members that:

the Society amalgamate with MIRA to form Mechanical Contractors Association of British Columbia, as a member-funded society, in accordance with and subject to the terms and conditions set out in the Amalgamation Agreement, and the Amalgamation Agreement, substantially in the form provided to the members, is hereby approved; and

the directors of the Society are hereby authorized and directed to do on behalf of the Society any and all acts and things and execute all deeds and documents as the directors consider to be necessary, desirable or useful to carry out and give effect to the Amalgamation and to this resolution.

The amalgamation agreement together with the schedules, being the amalgamation application, and the Constitution and Bylaws of the amalgamated society are available in the MCABC Member Hub.

Member Hub

Voting Information

• Eligibility to vote: Contractor Members and Affiliate Members, provided they are in good standing. A member may vote through its Authorized Representative, who is entitled to speak and vote and exercise the rights of the member.(Bylaws 5.7(1) and 5.7(2))

• Voting threshold: This depends on the type of resolution. An ordinary resolution  requires a simple majority of the votes cast by Voting Members present in person or by proxy at a general meeting. A Special Resolution requires at least two-thirds (2/3) of the votes cast by Voting Members present in person or by proxy at a general meeting. (Bylaw 1.1)

• Proxy voting: Proxy voting is permitted. A voting member may appoint another voting member to act as proxy, a member cannot hold more than five proxies, and the proxy must be received not fewer than 15 minutes before the meeting.  (Bylaw 5.8)

• Quorum: 10% of the Voting Members, but not fewer than three Voting Members, present in person, by proxy, or through permitted electronic participation. (Bylaw 5.2)

Supporting Information

Members are encouraged to review the MCABC Member Backgrounder and supporting materials available in the MCABC Member Hub before the SGM.

Member Hub

Questions about the proposed amalgamation or the SGM can be directed to:

Kim Barbero
Chief Executive Officer
kbarbero@mcabc.org/604 205 5058

BY ORDER OF THE BOARD OF DIRECTORS