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Difference between revisions of "Reviewing Your Non-profit Society's Bylaws"
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Reviewing Your Non-profit Society's Bylaws (view source)
Revision as of 02:55, 1 December 2016
, 02:55, 1 December 2016→Key clauses to consider
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| Bylaws may set a higher voting threshold than 2/3, either generally or for specific resolutions. The voting threshold must be spelled out as unanimous, a fraction or percentage of votes cast, or as a formula. | | Bylaws may set a higher voting threshold than 2/3, either generally or for specific resolutions. The voting threshold must be spelled out as unanimous, a fraction or percentage of votes cast, or as a formula. | ||
| If your bylaws currently set a voting threshold of 3/4, that threshold prevails - unless you alter the bylaw. The exception is for a vote to remove a director from office - the new default threshold of 2/3 applies regardless of what bylaws say. | | If your bylaws currently set a voting threshold of 3/4, that threshold prevails - unless you alter the bylaw. The exception is for a vote to remove a director from office - the new default threshold of 2/3 applies regardless of what bylaws say. | ||
|} | |} | ||
{| | |||
===Directors=== | |||
{| class="wikitable" | |||
! | <b>Item</b> | ! | <b>Item</b> | ||
! | <b>Provision in new Act</b> | ! | <b>Provision in new Act</b> | ||
| Line 262: | Line 264: | ||
| Bylaws may provide any method for removing directors. | | Bylaws may provide any method for removing directors. | ||
| If bylaws don't currently have a mechanism for removing a director, consider adding a provision allowing directors to remove a director. | | If bylaws don't currently have a mechanism for removing a director, consider adding a provision allowing directors to remove a director. | ||
|} | |} | ||
{| | |||
=== Directors' Meetings === | |||
{| class="wikitable" | |||
! | <b>Item</b> | ! | <b>Item</b> | ||
! | <b>Provision in new Act</b> | ! | <b>Provision in new Act</b> | ||
| Line 283: | Line 287: | ||
| Bylaws may expand or limit society’s power to invest - e.g., by expanding the permissible types of investment to include more risky ones. | | Bylaws may expand or limit society’s power to invest - e.g., by expanding the permissible types of investment to include more risky ones. | ||
| New model bylaws and old Schedule B model bylaws are both silent on investment of funds. | | New model bylaws and old Schedule B model bylaws are both silent on investment of funds. | ||
|} | |} | ||
{| | |||
=== Remuneration of Directors and Signing Authority === | |||
{| class="wikitable" | |||
! | <b>Item</b> | ! | <b>Item</b> | ||
! | <b>Provision in new Act</b> | ! | <b>Provision in new Act</b> | ||
| Line 299: | Line 306: | ||
| Bylaws may restrict or prohibit reimbursement. Bylaws could cap reimbursement or impose conditions on payment. | | Bylaws may restrict or prohibit reimbursement. Bylaws could cap reimbursement or impose conditions on payment. | ||
| New model bylaws are silent. Old Schedule B model bylaws require that directors "must be reimbursed for all expenses necessarily and reasonably incurred". | | New model bylaws are silent. Old Schedule B model bylaws require that directors "must be reimbursed for all expenses necessarily and reasonably incurred". | ||
|} | |} | ||
{| | === Inspection of Records === | ||
{| class="wikitable" | |||
! | <b>Item</b> | ! | <b>Item</b> | ||
! | <b>Provision in new Act</b> | ! | <b>Provision in new Act</b> | ||
| Line 315: | Line 324: | ||
| Bylaws may grant public access to more of the society’s records (e.g., minutes of members’ and directors’ meetings, accounting records, and conflict disclosures), but not to society’s register of members. | | Bylaws may grant public access to more of the society’s records (e.g., minutes of members’ and directors’ meetings, accounting records, and conflict disclosures), but not to society’s register of members. | ||
| New model bylaws and old Schedule B model bylaws are both silent on public access to records. | | New model bylaws and old Schedule B model bylaws are both silent on public access to records. | ||
|} | |} | ||
== Bylaws that can’t be amended == | |||
Note that on transition, there are two types of bylaws that cannot be amended: | Note that on transition, there are two types of bylaws that cannot be amended: | ||
* previously unalterable provisions, and | |||
* reporting society provisions. | |||
=== Previously unalterable provisions === | |||
On transition, any provisions that are in a society’s constitution other than the name or purposes must be moved to the society’s bylaws. Any “unalterable” provisions must be identified as having been “previously unalterable”. <strong>The unalterable provisions must not be changed on transition.</strong> Once a society has transitioned, the previously unalterable provisions can be altered by a special resolution of members. But on transition, the previously unalterable provisions cannot be amended. | On transition, any provisions that are in a society’s constitution other than the name or purposes must be moved to the society’s bylaws. Any “unalterable” provisions must be identified as having been “previously unalterable”. <strong>The unalterable provisions must not be changed on transition.</strong> Once a society has transitioned, the previously unalterable provisions can be altered by a special resolution of members. But on transition, the previously unalterable provisions cannot be amended. | ||
{| class="aligncenter" style="border-color: #000000; background-color: #e9e9e9; width: 80%;" border="1" | {| class="aligncenter" style="border-color: #000000; background-color: #e9e9e9; width: 80%;" border="1" | ||
| <b>Tips & Tools | | <b>Tips & Tools | ||
</b>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. | </b>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. | ||
|} | |} | ||
=== Reporting society provisions === | |||
If a society was a reporting society under the old <i>Society Act</i>, it must incorporate new reporting society provisions into its bylaws. Reporting societies under the old Act include hospitals, insurance societies and other societies that require government consent to incorporate, as well as any society that has a subsidiary. (A society is not reporting just because it files annual reports with the Corporate Registry.) | If a society was a reporting society under the old <i>Society Act</i>, it must incorporate new reporting society provisions into its bylaws. Reporting societies under the old Act include hospitals, insurance societies and other societies that require government consent to incorporate, as well as any society that has a subsidiary. (A society is not reporting just because it files annual reports with the Corporate Registry.) | ||
The new reporting society provisions, which are in | |||
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. | |||
== How to amend bylaws or adopt new ones == | |||
To amend existing bylaws or adopt new bylaws on transition requires member approval by special resolution. | To amend existing bylaws or adopt new bylaws on transition requires member approval by special resolution. | ||
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. | 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. | ||