Reviewing Your Non-profit Society's Bylaws: Difference between revisions
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Reviewing Your Non-profit Society's Bylaws (view source)
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{{REVIEWEDPLS | reviewer = [[Mary Childs]], [[Michael Blatchford]] and [[Steve Carey]] |date= November 2016}} | |||
{{Transitioning an Existing Society TOC}}A non-profit society's bylaws set out the rules for governing and operating the society. When the new ''[[Societies Act]]'' became law on November 28, 2016, most existing societies had some bylaws that were inconsistent with the new Act. As of that date, those bylaws ceased to have effect. If you haven't yet had a chance to do so, conducting a review of your society's bylaws is highly recommended to harmonize them with the new Act. It also presents an opportunity to make positive organizational change. | {{Transitioning an Existing Society TOC}}A non-profit society's bylaws set out the rules for governing and operating the society. When the new ''[[Societies Act]]'' became law on November 28, 2016, most existing societies had some bylaws that were inconsistent with the new Act. As of that date, those bylaws ceased to have effect. If you haven't yet had a chance to do so, conducting a review of your society's bylaws is highly recommended to harmonize them with the new Act. It also presents an opportunity to make positive organizational change. | ||
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{{PLSTipsbox | {{PLSTipsbox | ||
| text = Why review your bylaws now? | | text = <p>Why review your bylaws now? | ||
* '''To minimize confusion.''' Having bylaws that conflict with the new ''Societies Act'' means that members and directors might be confused about what rules prevail. | * '''To minimize confusion.''' Having bylaws that conflict with the new ''Societies Act'' means that members and directors might be confused about what rules prevail. | ||
* '''To reduce risk.''' Effectively, you can’t trust your bylaws between November 28, 2016 and when you conduct a review to ensure they are harmonized with the new Act. | * '''To reduce risk.''' Effectively, you can’t trust your bylaws between November 28, 2016 and when you conduct a review to ensure they are harmonized with the new Act. | ||
* '''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. | * '''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.</p> | ||
}} | }} | ||
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{{PLSTipsbox | {{PLSTipsbox | ||
| 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 [ | | text = <p>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 [https://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/registries-other-assets/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.</p> | ||
}} | }} | ||
===Option 2: Adopt the new model bylaws=== | ===Option 2: Adopt the new model 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 [ | 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 [https://canlii.ca/t/8z1m Schedule 1 of the Societies Regulation]; a [https://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/registries-other-assets/model_bylaws.docx Word version] is available through the Corporate Registry website. | ||
These model bylaws contain basic clauses for governing and operating a society – such as the conduct of meetings and the role of directors – that align with the new Act. | These model bylaws contain basic clauses for governing and operating a society – such as the conduct of meetings and the role of directors – that align with the new Act. | ||
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Let’s look at an example. Bylaws often include a clause dealing with expelling a member. | Let’s look at an example. Bylaws often include a clause dealing with expelling a member. | ||
The relevant provision in the new [ | The relevant provision in the new ''[[Societies Act]]'' reads: | ||
<blockquote>'''Discipline and expulsion of member''' | <blockquote>'''Discipline and expulsion of member''' | ||
70(1) The bylaws of a society may provide for the discipline or expulsion, or both, of members. | '''70''' (1) The bylaws of a society may provide for the discipline or expulsion, or both, of members. | ||
(2) Unless the bylaws provide otherwise, a member of a society may be disciplined or expelled by special resolution. | (2) Unless the bylaws provide otherwise, a member of a society may be disciplined or expelled by special resolution. | ||
| Line 68: | Line 68: | ||
(3) Before a member of a society is disciplined or expelled under subsection (2) or the bylaws, the society must | (3) Before a member of a society is disciplined or expelled under subsection (2) or the bylaws, the society must | ||
:(a) send to the member written notice of the proposed discipline or expulsion, including reasons, and | :(a) send to the member written notice of the proposed discipline or expulsion, including reasons, and | ||
:(b) give the member a reasonable opportunity to make representations to the society respecting the proposed discipline or expulsion.</blockquote> | :(b) give the member a reasonable opportunity to make representations to the society respecting the proposed discipline or expulsion. | ||
</blockquote> | |||
Let's assume the relevant provision in the society's existing bylaws was drawn from the old Schedule B model bylaws under the old ''Society Act'', which read: | Let's assume the relevant provision in the society's existing bylaws was drawn from the old Schedule B model bylaws under the old ''Society Act'', which read: | ||
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<blockquote>'''Part 2 – Membership''' | <blockquote>'''Part 2 – Membership''' | ||
8(1) A member may be expelled by a special resolution of the members passed at a general meeting. | '''8''' (1) A member may be expelled by a special resolution of the members passed at a general meeting. | ||
(2) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion. | (2) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion. | ||
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The new model bylaws do not address the expulsion or discipline of a member. | The new model bylaws do not address the expulsion or discipline of a member. | ||
==== Step 1: Does clause align with new Act? ==== | ==== Step 1: Does the clause align with the new Act? ==== | ||
The wording in the existing bylaws is similar but slightly different from provision in new Act. The bylaw deals only with expulsion; the new Act deals with expulsion and discipline. The bylaw provides the member with "an opportunity to be heard at the general meeting"; the new Act provides the member with "a reasonable opportunity to make representations to the society", which is broader wording, not restricted to the general meeting or to an opportunity to say something. | The wording in the existing bylaws is similar but slightly different from provision in new Act. The bylaw deals only with expulsion; the new Act deals with expulsion and discipline. The bylaw provides the member with "an opportunity to be heard at the general meeting"; the new Act provides the member with "a reasonable opportunity to make representations to the society", which is broader wording, not restricted to the general meeting or to an opportunity to say something. | ||
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There's an argument to make that the existing bylaw and the Act don't fully conflict; that is, that the Act '''extends''' the wording of the bylaw. But to whatever extent that the existing bylaw and the Act are in conflict, the Act would prevail. | There's an argument to make that the existing bylaw and the Act don't fully conflict; that is, that the Act '''extends''' the wording of the bylaw. But to whatever extent that the existing bylaw and the Act are in conflict, the Act would prevail. | ||
==== Step 2: Does clause support needs of society? ==== | ==== Step 2: Does the clause support the needs of the 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 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 spelled out in the society bylaws, such as one involving a board of directors process. | ||
If you are revising the existing bylaws, the options would be to: | If you are revising the existing bylaws, the options would be to: | ||
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Let's look at a second example, dealing with quorum at general meetings. | Let's look at a second example, dealing with quorum at general meetings. | ||
The relevant provision in the new ''Societies Act'' reads: | The relevant provision in the new ''[[Societies Act]]'' reads: | ||
<blockquote>'''Quorum''' | <blockquote>'''Quorum''' | ||
82(1) Subject to subsections (3) and (4), the quorum for the transaction of business at a general meeting is | '''82''' (1) Subject to subsections (3) and (4), the quorum for the transaction of business at a general meeting is | ||
:(a) 3 voting members, unless paragraph (b) of this subsection applies, or | :(a) 3 voting members, unless paragraph (b) of this subsection applies, or | ||
:(b) if the bylaws provide for a quorum greater than 3 voting members, that quorum. | :(b) if the bylaws provide for a quorum greater than 3 voting members, that quorum. | ||
(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: | (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: | ||
:(a) specifying the number of voting members that constitutes a quorum; | :(a) specifying the number of voting members that constitutes a quorum; | ||
:(b) requiring that the quorum be calculated as a specified percentage of voting members or on another basis. | :(b) requiring that the quorum be calculated as a specified percentage of voting members or on another basis. | ||
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(3) If a society has fewer voting members than the quorum provided for in subsection (1), the quorum for the transaction of business at a general meeting is all of the voting members. | (3) If a society has fewer voting members than the quorum provided for in subsection (1), the quorum for the transaction of business at a general meeting is all of the voting members. | ||
(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> | (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> | |||
Let's say the provision in the society's existing bylaws was drawn from the old Schedule B model bylaws, and reads: | Let's say the provision in the society's existing bylaws was drawn from the old Schedule B model bylaws, and reads: | ||
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</blockquote> | </blockquote> | ||
==== Step 1: Does clause align with new Act? ==== | ==== Step 1: Does the clause align with the new Act? ==== | ||
There are some issues arising from the society's existing bylaws when read together with the relevant provision in the new Act: | There are some issues arising from the society's existing bylaws when read together with the relevant provision in the new Act: | ||
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* The provision in the new Act contemplates the bylaws specifying the number of voting members or requiring a calculation as a percentage of voting members or on another basis. Yet the existing bylaws say "or a greater number that the members may determine at a general meeting". That wording does not specify a number of voting members or a calculation. Which places the wording in the existing bylaws somewhat in tension with the wording of the new Act. | * The provision in the new Act contemplates the bylaws specifying the number of voting members or requiring a calculation as a percentage of voting members or on another basis. Yet the existing bylaws say "or a greater number that the members may determine at a general meeting". That wording does not specify a number of voting members or a calculation. Which places the wording in the existing bylaws somewhat in tension with the wording of the new Act. | ||
==== Step 2: Does clause support needs of society? ==== | ==== Step 2: Does the clause support the needs of the society? ==== | ||
Let's turn our attention to the quorum provision in the new model bylaws. The bylaw provides for a quorum of 3 voting members or 10% of voting members, whichever is greater. Consider whether 3 voting members is too few for your society, what percentage of voting members might be a good fit for your society, and whether a different mechanism to determine quorum (so long as it complied with the Act) would be preferable. | Let's turn our attention to the quorum provision in the new model bylaws. The bylaw provides for a quorum of 3 voting members or 10% of voting members, whichever is greater. Consider whether 3 voting members is too few for your society, what percentage of voting members might be a good fit for your society, and whether a different mechanism to determine quorum (so long as it complied with the Act) would be preferable. | ||
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! | <b>Implications for your bylaws </b> | ! | <b>Implications for your bylaws </b> | ||
|- valign="top" | |- valign="top" | ||
| <b>Classes of membership</b> | | style="width:100px"|<b>Classes of membership</b> | ||
| Society can have more than one class of members. If it does, at least one class must be voting members. | | Society can have more than one class of members. If it does, at least one class must be voting members. | ||
| Bylaws must set out rights and obligations of each class of members. | | Bylaws must set out rights and obligations of each class of members. | ||
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! | <b>Implications for your bylaws </b> | ! | <b>Implications for your bylaws </b> | ||
|- valign="top" | |- valign="top" | ||
| <strong>Timing of AGM</strong> | | style="width:100px"|<strong>Timing of AGM</strong> | ||
| An AGM must be held in each calendar year (requirement under old Act that AGM be held within 15 months of last AGM is removed). | | An AGM must be held in each calendar year (requirement under old Act that AGM be held within 15 months of last AGM is removed). | ||
| New model bylaws say timing of AGM is at director's discretion. Old Schedule B model bylaws included requirement that AGM be held within 15 months of last AGM. | | New model bylaws say timing of AGM is at director's discretion. Old Schedule B model bylaws included requirement that AGM be held within 15 months of last AGM. | ||
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| Notice of date, time and location of general meeting must be sent to every member at least 14 days before meeting. | | Notice of date, time and location of general meeting must be sent to every member at least 14 days before meeting. | ||
| Bylaws may provide a different notice period of at least 7 days and not more than 60 days before meeting. For societies with more than 250 members, bylaws may permit a new alternate notice mechanism (featuring emailing members and publishing notice on society website). | | Bylaws may provide a different notice period of at least 7 days and not more than 60 days before meeting. For societies with more than 250 members, bylaws may permit a new alternate notice mechanism (featuring emailing members and publishing notice on society website). | ||
| 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. | | Consider reducing notice period for general meetings to as few as 7 days. For societies with more than 250 members, consider adding clause permitting new alternate notice mechanism. | ||
|- valign="top" | |- valign="top" | ||
| <strong>Quorum at general meetings</strong> | | <strong>Quorum at general meetings</strong> | ||
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| <strong>Participation at general meetings</strong> | | <strong>Participation at general meetings</strong> | ||
| Members may participate by telephone or other communications medium if all persons participating are able to communicate with each other. | | Members may participate by telephone or other communications medium if all persons participating are able to communicate with each other. | ||
| Bylaws may provide otherwise. For example, bylaws could restrict or prohibit electronic participation at | | Bylaws may provide otherwise. For example, bylaws could restrict or prohibit electronic participation at members' meetings. | ||
| Act already states that society is not obligated to provide means for electronic participation to occur. Decision to hold a meeting by electronic means is at discretion of board. | | Act already states that society is not obligated to provide means for electronic participation to occur. Decision to hold a meeting by electronic means is at discretion of board. | ||
|- valign="top" | |- valign="top" | ||
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|- valign="top" | |- valign="top" | ||
| <strong>Voting threshold for a special resolution</strong> | | <strong>Voting threshold for a special resolution</strong> | ||
| Voting threshold to pass a special resolution is 2/3 of votes cast at a | | 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). | ||
| 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. | ||
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! | <b>Implications for your bylaws </b> | ! | <b>Implications for your bylaws </b> | ||
|- valign="top" | |- valign="top" | ||
| <strong>Number of directors</strong> | | style="width:100px"|<strong>Number of directors</strong> | ||
| Society must have at least 3 directors, no maximum. | | Society must have at least 3 directors, no maximum. | ||
| Bylaws may set minimum and maximum number of directors ( | | 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). | ||
| New model bylaws set minimum number of directors at 3 and maximum at 11. Old Schedule B model bylaws set minimum at 5 directors. A society is <b>not </b>required to set a minimum or maximum number of directors. | | New model bylaws set minimum number of directors at 3 and maximum at 11. Old Schedule B model bylaws set minimum at 5 directors. A society is <b>not </b>required to set a minimum or maximum number of directors. | ||
|- valign="top" | |- valign="top" | ||
| <strong>Election or appointment of directors</strong> | | style="width:100px"|<strong>Election or appointment of directors</strong> | ||
| Bylaws must provide for how directors are elected or appointed. New Act provides more flexibility for how directors are elected or appointed. | | Bylaws must provide for how directors are elected or appointed. New Act provides more flexibility for how directors are elected or appointed. | ||
| Bylaws must provide procedure. | | Bylaws must provide procedure. | ||
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| Individuals aged 16 or 17 can act as directors or senior managers, so long as majority of directors are at least age 18. | | Individuals aged 16 or 17 can act as directors or senior managers, so long as majority of directors are at least age 18. | ||
| Bylaws may set out additional qualifications for directors. | | Bylaws may set out additional qualifications for directors. | ||
| 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. | | 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. | ||
|- valign="top" | |- valign="top" | ||
| <b>Director's qualifications </b>(effective in 2018 for existing societies) | | <b>Director's qualifications </b>(effective in 2018 for existing societies) | ||
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|- valign="top" | |- valign="top" | ||
| <b>Director's term of office</b> | | <b>Director's term of office</b> | ||
| | | Director's term of office expires at the close of the next AGM after election or appointment. | ||
| Bylaws may provide otherwise. | | Bylaws may provide otherwise. | ||
| Bylaws could set different terms of office, such as two-year terms or staggered terms. If your society uses a board policy to set terms for longer than one year, that provision will need to be added to bylaws. | | Bylaws could set different terms of office, such as two-year terms or staggered terms. If your society uses a board policy to set terms for longer than one year, that provision will need to be added to bylaws. | ||
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! | <b>Implications for your bylaws </b> | ! | <b>Implications for your bylaws </b> | ||
|- valign="top" | |- valign="top" | ||
| <strong>Proceedings of directors</strong> | | style="width:100px"|<strong>Proceedings of directors</strong> | ||
| Directors may pass directors' resolution without a meeting if all directors consent in writing. | | Directors may pass directors' resolution without a meeting if all directors consent in writing. | ||
| Bylaws can provide for a written consent resolution to be passed by a fewer number of directors or "in any other manner". | | Bylaws can provide for a written consent resolution to be passed by a fewer number of directors or "in any other manner". | ||
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| <strong>Borrowing of funds</strong> | | <strong>Borrowing of funds</strong> | ||
| Society may borrow funds at director's discretion. (Under old Act, issuing a debenture on borrowing funds required a special resolution of members.) | | Society may borrow funds at director's discretion. (Under old Act, issuing a debenture on borrowing funds required a special resolution of members.) | ||
| Bylaws may limit directors' ability to borrow | | Bylaws may limit directors' ability to borrow funds – e.g., by requiring an ordinary or special resolution of members before borrowing can occur. | ||
| Old Schedule B model bylaws require a special resolution of members to issue a debenture (effectively curtailing the increased flexibility provided under new Act). | | Old Schedule B model bylaws require a special resolution of members to issue a debenture (effectively curtailing the increased flexibility provided under new Act). | ||
|- valign="top" | |- valign="top" | ||
| <strong>Investment of funds</strong> | | <strong>Investment of funds</strong> | ||
| Society may invest its funds in any prudent investment. | | Society may invest its funds in any prudent investment. | ||
| Bylaws may expand or limit society's power to invest | | 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. | ||
|} | |} | ||
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! | <b>Implications for your bylaws </b> | ! | <b>Implications for your bylaws </b> | ||
|- valign="top" | |- valign="top" | ||
| <b>Director's remuneration</b> (effective in 2018 for existing societies) | | style="width:100px"|<b>Director's remuneration</b> (effective in 2018 for existing societies) | ||
| Directors can not be paid for being directors unless remuneration is authorized by society's bylaws. | | Directors can not be paid for being directors unless remuneration is authorized by society's bylaws. | ||
| If society wishes to remunerate directors for being directors, bylaws must provide authorization. Bylaws could cap remuneration or impose conditions on payment. | | If society wishes to remunerate directors for being directors, bylaws must provide authorization. Bylaws could cap remuneration or impose conditions on payment. | ||
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! | <b>Implications for your bylaws </b> | ! | <b>Implications for your bylaws </b> | ||
|- valign="top" | |- valign="top" | ||
| <b>Member access to records</b> | | style="width:100px"|<b>Member access to records</b> | ||
| Members are entitled to inspect all records of a society (as are directors). | | Members are entitled to inspect all records of a society (as are directors). | ||
| Bylaws may restrict member access to some records (accounting records and records of directors’ meetings except relating to conflicts disclosures). | | Bylaws may restrict member access to some records (accounting records and records of directors’ meetings except relating to conflicts disclosures). | ||
| Line 339: | Line 341: | ||
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. | ||
{{PLSTipsbox | {{PLSTipsbox | ||
| 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 | | text = <p>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.</p> | ||
}} | }} | ||
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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 [http:// | The new reporting society provisions, which are in [http://canlii.ca/t/8z1m 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 == | == How to amend bylaws or adopt new ones == | ||
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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 | 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. | ||
{{Transitioning an Existing Society Navbox}} | {{Transitioning an Existing Society Navbox}} | ||