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

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If your society currently uses the model bylaws under the old ''Society Act'', they may not need radical changes. The old model bylaws, often called '''Schedule B bylaws''' because they appeared in Schedule B of the old Act, are for the most part compliant with the new Act. That said, there are a few clauses in the Schedule B model bylaws that are somewhat in tension with the new Act: two are highlighted in the discussion below on [[Reviewing Your Non-profit Society's Bylaws#Conducting a clause-by-clause analysis|conducting a clause-by-clause analysis]].
If your society currently uses the model bylaws under the old ''Society Act'', they may not need radical changes. The old model bylaws, often called '''Schedule B bylaws''' because they appeared in Schedule B of the old Act, are for the most part compliant with the new Act. That said, there are a few clauses in the Schedule B model bylaws that are somewhat in tension with the new Act: two are highlighted in the discussion below on [[Reviewing Your Non-profit Society's Bylaws#Conducting a clause-by-clause analysis|conducting a clause-by-clause analysis]].


As well, other clauses in the Schedule B bylaws don't take advantage of the flexibility provided under new Act. For example, under the new Act a society’s directors have discretion to issue a debenture on borrowing funds, unless the bylaws restrict that discretion – which the Schedule B bylaws do, by requiring a special resolution of members to issue a debenture. So effectively that clause of the Schedule B bylaws curtails the flexibility introduced with the new Act.
As well, other clauses in the Schedule B bylaws don't take advantage of the flexibility provided under new Act. For example, under the new Act a society's directors have discretion to issue a debenture on borrowing funds, unless the bylaws restrict that discretion – which the Schedule B bylaws do, by requiring a special resolution of members to issue a debenture. So effectively that clause of the Schedule B bylaws curtails the flexibility introduced with the new Act.


For these reasons, even though those using the old Schedule B model bylaws may not need to make extensive changes, conducting a bylaw review is still recommended.
For these reasons, even though those using the old Schedule B model bylaws may not need to make extensive changes, conducting a bylaw review is still recommended.
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