Schedule B Bylaws (Societies Act FAQs)
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1. What are the differences between Schedule 1 and Schedule B?
Schedule 1 of the Societies Act, also known as the Model Bylaws, are default bylaws that can be adopted by a society under the new Societies Act. They are similar to the Schedule B bylaws in the old Society Act with some important changes. A comparison of the two sets of bylaws can be found below.
Note: The Model Bylaws are not required to be used. A society can draft its own bylaws or select from the Model Bylaws that suit it.
Schedule B Bylaws | Model Bylaws | New Societies Act |
---|---|---|
Annual membership dues are determined at the annual general meeting | Annual membership dues, if any, are determined by the board | Not required |
A member not in good standing ceases to be a member after 12 months | A member not in good standing ceases to be a member after six months | Good standing is not defined |
Silent | A member not in good standing may not vote in a general meeting | Example |
Rules and procedures for the expulsion of members | Silent | Example |
Rules about when the first general annual meeting must take place | Silent | Example |
Quorum for a general meeting is three members, or more if determined at a general meeting | Quorum for a general meeting is three members or 10% of all members, whichever is greater | Quorum is three |
Restrictions on who may chair a meeting, with the president of vice-president being the default | Any member may be appointed to be the chair. Rules about who becomes the chair if none is appointed are similar to the old restrictions | Example |
Silent | A notice of a general meeting must state the nature of any special business in sufficient detail to permit a member to form a reasoned judgement concerning that business | Example |
If a meeting is adjourned for more than 10 days, notice of the adjourned meeting must be given | If a meeting is adjourned for more than ten days, notice of the adjourned meeting must be given If a meeting is adjourned for more than 30 days, notice of the adjourned meeting must be given | Example |
Voting is by a show of hands | Voting must be by a show of hands, an oral vote, or another method that adequately discloses the intention of the voting members. The chair or two voting members may request voting by secret ballot | Example |
There must be five or more directors or the number of directors may be determined at a general meeting | A director cannot be remunerated for being a director, but may be remunerated for services provided by the director to the Society in another capacity | Example |
If a director ceases to hold office, directors must appoint a member to take their place | Silent | Example |
Rules concerning duties of officers are largely the same, but some differences noted to the right | If a secretary is absent from a meeting, another individual must be appointed to act as secretary in that meeting.
The treasurer can make arrangements for other people to conduct their duties |
Example |
Rules restricting a single individual from filling multiple officer rules | Any director, other than the President, can hold more than one officer role | Example |
Debentures cannot be used without authorization of special resolution | Silent | No longer required by the Act |
Members may, by special resolution, restrict borrowing powers of directors until the next annual general meeting | Silent | Example |
Silent | Contracts signed by the Society must be signed:
|
Example |
Rules concerning auditors under the Act | Silent | Act sets out rules |
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