Reviewing Your Non-profit Society's Bylaws: Difference between revisions

{{DEMOWARNING}}{{REVIEWEDPLS | reviewer = [[Mary Childs]], [[Michael Blatchford]] and [[Steve Carey]] |date= November 2016}}

| text = Why review your bylaws now?

* '''To take advantage of increased flexibility under the new Act.''' Even if you are generally satisfied with your society’s existing bylaws, you may want to take advantage of increased flexibility offered by the new Act in some areas.

| text = If your society currently uses the model bylaws under the old ''Society Act'', often called Schedule B bylaws, there may not be many changes needed to your bylaws. The Schedule B bylaws – available as a [http://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/corporations/societies/schedule_b_bylaws.docx Word document] on the Corporate Registry's website – have a few clauses that are somewhat in tension with the new Act, and others that don't take advantage of the flexibility provided under the new Act. The section below on [[Reviewing Your Non-profit Society's Bylaws#Key clauses to consider|Key clauses to consider]] highlights clauses to pay particular attention to if you are currently using the Schedule B bylaws.

An option available to societies with the introduction of the new ''Societies Act'', instead of preparing a consolidated set of existing bylaws (with or without further revisions), is to adopt a new set of bylaws entirely. The new set could be the '''new model bylaws''' found in [http://www.canlii.org/en/bc/laws/regu/bc-reg-216-2015/latest/bc-reg-216-2015.html#Schedule_1__24312 Schedule 1 of the Societies Regulation]; a [http://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/corporations/societies/model_bylaws.docx Word version] is available through the Corporate Registry website.

The relevant provision in the new [http://www.bclaws.ca/civix/document/id/complete/statreg/15018_01 Societies Act] reads:

70(1) The bylaws of a society may provide for the discipline or expulsion, or both, of members.

:(b) give the member a reasonable opportunity to make representations to the society respecting the proposed discipline or expulsion.</blockquote>

8(1) A member may be expelled by a special resolution of the members passed at a general meeting.

==== Step 1: Does clause align with new Act? ====

==== Step 2: Does clause support needs of society? ====

The new Act provides that a member can be disciplined or expelled by special resolution '''unless the bylaws provide otherwise'''. Consider whether the needs of your society would be better met by having a different procedure, such as one involving a board of directors process.

The relevant provision in the new ''Societies Act'' reads:

82(1) Subject to subsections (3) and (4), the quorum for the transaction of business at a general meeting is

(2) The bylaws of a society may, for the purposes of subsection (1) (b), provide for a quorum that is greater than 3 voting members, by doing either of the following:

(4) The bylaws of a society may provide that if a general meeting is adjourned until a later date because a quorum is not present, and if, at the continuation of the adjourned meeting, a quorum is again not present, the voting members present constitute a quorum for the purposes of that meeting.</blockquote>

==== Step 1: Does clause align with new Act? ====

==== Step 2: Does clause support needs of society? ====

| <b>Classes of membership</b>

| <strong>Timing of AGM</strong>

| Consider reducing notice period for general meetings to 7 days. For societies with more than 250 members, consider adding clause permitting new alternate notice mechanism.

| Bylaws may provide otherwise. For example, bylaws could restrict or prohibit electronic participation at members’ meetings.

| Voting threshold to pass a special resolution is 2/3 of votes cast at a member’s meeting (under old Act, voting threshold was 3/4 of votes cast).

| <strong>Number of directors</strong>

| Bylaws may set minimum and maximum number of directors (can’t go below 3 directors, unless a member-funded society, which can have as few as 1 director).

| <strong>Election or appointment of directors</strong>

| If society wishes to have 16- or 17-year- old directors or senior managers, bylaws must provide authorization as of 2018 - consider adding this clause now.

| Director’s term of office expires at the close of the next AGM after election or appointment.

| <strong>Proceedings of directors</strong>

| Bylaws may limit directors' ability to borrow funds - e.g., by requiring an ordinary or special resolution of members before borrowing can occur.

| Bylaws may expand or limit society's power to invest - e.g., by expanding the permissible types of investment to include more risky ones.

| <b>Director's remuneration</b> (effective in 2018 for existing societies)

| <b>Member access to records</b>

| text = Any amendments to previously unalterable provisions must be approved by a special resolution passed or consented to <b>after </b>the society has filed its transition application. In other words, societies cannot approve changes to previously unalterable provisions to be effective after transition in a members’ meeting held before the completion of the transition process. This two-step process (transition first, then consider amendment later) is intended to ensure that members have the opportunity to consider any amendments to these previously unalterable provisions, which typically incorporate fundamental principles or values of a society.

The new reporting society provisions, which are in [http://www.canlii.org/en/bc/laws/regu/bc-reg-216-2015/latest/bc-reg-216-2015.html#Schedule_3__58546 Schedule 3 of the Societies Regulation], contain special rules, such as the requirement to have an auditor. These provisions <b>must be included without alteration </b>in the bylaws filed with the transition application. Once the provisions have been included in a society’s bylaws on transition, they can be altered like any other bylaw.

Changes made to bylaws before November 28, 2016 required approval by 3/4 of the votes cast at a members’ meeting. After that date, changes to bylaws require approval by 2/3 of votes cast. The exception is if a society has a higher voting threshold for special resolutions (such as 3/4) set out in their bylaws. In that case, the higher threshold will apply, as increased thresholds are permitted under the new Act.