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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)
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'''It is not recommended to adopt the model bylaws straight out of the box.''' The model bylaws will likely need several changes to reflect the specific needs of your society. Below in the section on key clauses to consider are some comments on provisions in the model bylaws to have a particularly close look at in considering whether they are a good fit for your society. | '''It is not recommended to adopt the model bylaws straight out of the box.''' The model bylaws will likely need several changes to reflect the specific needs of your society. Below in the section on key clauses to consider are some comments on provisions in the model bylaws to have a particularly close look at in considering whether they are a good fit for your society. | ||
==Conducting a clause-by-clause analysis== | |||
Whether you are working from your society’s existing bylaws or the new model bylaws, you should work through each clause with an eye to two factors: | Whether you are working from your society’s existing bylaws or the new model bylaws, you should work through each clause with an eye to two factors: | ||
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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: | ||
<blockquote>'''''16''' (3) A quorum is 3 members present or a greater number that the members may determine at a general meeting.''<blockquote> | <blockquote>'''''16''' (3) A quorum is 3 members present or a greater number that the members may determine at a general meeting.''</blockquote> | ||
The provision in the new model bylaws reads: | |||
<blockquote>'''''3.7''' The quorum for the transaction of business at a general meeting is 3 voting members or 10% of the voting members, whichever is greater. | |||
''</blockquote> | |||
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: | |||
* The existing bylaws refer to “members present”. The provision in the new Act refers to “voting members”. | |||
* 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 the clause support the needs of your society? | |||
The new model bylaws provide 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. | |||
For example, for societies with larger memberships, 10% can be hard to achieve. For a society with 2,000 members, 10% is 200 people – a very large number to try to get out to an AGM. A higher fixed number and a lower percentage – say, 20 voting members or 2% of voting members – could be a better fit for a society of that size. | |||
==Key clauses to consider== | |||
This section covers some of the key clauses to consider in conducting a bylaw review. It is organized based on the parts in the new model bylaws. '''This list is not intended to be exhaustive''', but rather to help you get started on your bylaw review. | |||
===Members=== | |||
